ONLINE SERVICES' TERMS OF SERVICE

1. WELCOME

New York State (NYS) welcomes all approved vendors and customers to the Online Services ("Services"). NYS provides these Services subject to the following Terms of Service ("TOS"). This portal is for the purpose of users interacting with the NYS Statewide Financial System in the role of vendor or customer. The TOS may be updated by NYS from time to time without notice. By agreeing to the TOS you will be deemed to agree to any changes hereafter made to the TOS unless you specifically inform NYS that you do not consent to the subsequent changes and therefore elect to no longer have access to the Services. When using particular NYS owned or operated Services, all Users are subject to any terms of service, guidelines or rules applicable to such services that are posted on the respective Services pages. All such terms of service, guidelines and rules are hereby incorporated by reference into the TOS.

Unless explicitly stated otherwise, any new features that augment or enhance the current Services, including the release of new applications, will be subject to the TOS.

2. DEFINITIONS

The following defined terms are applicable to the TOS:

- "User" shall mean a person or entity that enrolls for the Services. User may include an "Individual User," a "Business/Government User," an "Authorizer," a "Primary Authorizer," an "Authorized User," and/or a "Non-Person Identity".

- "Individual User" shall mean a User enrolling for the Services solely for his/her own business use as a Vendor or a Customer.

- "Business/Government User" shall mean a User enrolling for the Services as a Vendor or a Customer on behalf of a Business Entity or a Government Entity (e.g., federal, state and local government agencies and authorities), and shall include any Authorizer, Primary Authorizer or Authorized User enrolling for the Services as a representative of that Business Entity or a Government Entity.

- "Primary Authorizer" shall mean an Authorizer designated by a Business Entity or a Government Entity to enroll for the Services on behalf of such Business Entity or Government Entity and authorized to bind such Business Entity or Government Entity in connection with such enrollment.

- "Authorizer" shall mean a User who is assigned an account by a Primary Authorizer and who is designated by the Primary Authorizer to create and manage other User accounts.

- "Authorized User" shall mean a User who is assigned an account by an Authorizer.

- "Non-Person Identity" shall mean an account assigned to a person or entity and used by a process such as robotic process automation.

- "Enrollment" shall mean the successful establishment of an Online Services account with NYS, including the creation of a unique UserID and Password. Enrollment provides a User access to authorized online applications and services provided by NYS.

- "Enrollment Data" shall mean true, accurate, current and complete information about a User.

- "Account" shall mean the unique authority under which a user authenticates himself/herself to NYS Online Services.

- "NYS's Privacy Policy" shall mean the Internet Privacy and Links Policy of the Office of the State Comptroller

- "NYS Online Services" or "Services" shall mean business services provided electronically and securely via NYS's Internet portal for the benefit of NYS and its vendors, customers, clients and business partners. The Online Services offered by NYS are expected to expand and change over time.

- "Vendor" shall mean an entity providing goods or services to the State of New York.

- "Customer" shall mean an entity receiving value from the State of New York and providing payments to the State of New York.

- "Invoice" or "Invoices" shall mean a written or electronic request for a contract payment that is submitted by a contractor setting forth the description, price, and quantity of goods, property, or services delivered or rendered, in such form and supported by such other substantiating documentation as the State Comptroller or individual State Agency may reasonably require.

- "State Business Unit" shall mean a State Agency receiving goods and/or services.

- "Online Business Unit" shall mean a State Business Unit with direct access to the Statewide Financial System (SFS) that processes a majority of its payments through direct access to SFS.

- "ePayments" shall mean the Office of the State Comptroller's electronic payment program that allows payments to be directly remitted into a vendor's bank account (Direct Deposit).

- "eSettlements" shall mean a module available to vendors in the Service which allows a vendor to submit invoices to the State electronically.

- "eBill Payment" shall mean a module available to customers in the Service which allows a customer to view electronic bills, review payments and submit payments directly to the State.

3. ACCEPTANCE OF TERMS

All Users represent that they fully accept and agree to be bound by all of the terms of this TOS, on their own behalf and, if acting on behalf of an entity, on behalf of such entity.

4. DESCRIPTION OF SERVICES

NYS has created these Services to expand and improve services to Users, by providing convenient access to information and a means to conduct transactions online. The Service will provide Users with access to a rich collection of resources. The Services are under continuous development, and their capabilities are expected to grow substantially over the coming years.

5. ACCESS TO SERVICES

Access to Services:

Users are responsible for obtaining access to the Services. Such access may involve third-party fees (such as Internet service provider or airtime charges). In addition, all Users must provide, and are responsible for, all equipment necessary to access the Services. In connection with such access, all Users should be aware that free Internet accounts are available from several providers, and access to the Internet is available at no charge at many public libraries and other public facilities.

Voluntary Usage:

Use of these Services is completely voluntary. Pursuant to New York State Technology Law section 305, if a User chooses not to complete his/her transactions in electronic format, such User shall have the option of completing the transaction(s) with NYS utilizing a paper format.

6. ENROLLMENT AND ENROLLMENT OBLIGATIONS

Individual Users:

If an Individual User uses the Services, such Individual User represents that he/she will: (i) provide true, accurate, current and complete Enrollment Data; (ii) maintain and promptly update the Enrollment Data to keep it true, accurate, current and complete; and (iii) access and use the Services consistent with and subject to the TOS. If an Individual User provides any information that is untrue, inaccurate, not current or incomplete, or NYS has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, or in violation of the TOS, NYS has the right, in addition to any other rights created under the TOS or applicable law, to suspend or terminate such Individual User's account and refuse any and all current or future use of the Services, or any portion thereof.

Primary Authorizer:

The individual who initially enrolls for the Services on behalf of a Business/Government User shall be recognized by the system as the Primary Authorizer unless and until that individual (or another individual authorized by the Business/Government User following procedures described in the applicable Services pages) sends a communication designating a replacement. The Primary Authorizer shall have the authority to: agree to the TOS on behalf of his/her Business/Government employer; change the Enrollment Data; add additional individual accounts; view or submit changes to information previously submitted to NYS; and terminate the rights of such individual accounts.

If a Primary Authorizer uses the Services, such Primary Authorizer represents that he/she is authorized to act on behalf of the Primary Authorizer's Business/Government User. If the Primary Authorizer acts on behalf of a Business User, such Primary Authorizer represents he/she will: (i) provide true, accurate, current and complete Enrollment Data; (ii) maintain and promptly update the Enrollment Data as necessary to keep it true, accurate, current and complete; and (iii) along with any Users to whom such Primary Authorizer assigns access, access and use the Services consistent with and subject to the TOS. If the Primary Authorizer, or any Users to whom such Primary Authorizer assigns access, access or use the Services in a manner inconsistent with the TOS, or provide any information that is untrue, inaccurate, not current or incomplete, or NYS has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, or in violation of the TOS or applicable law, NYS will have the right, in addition to any other rights created under the TOS, to suspend or terminate any Business/Government account or any portion thereof, and refuse any and all current or future use of the Services, or any portion thereof.

Authorizers and Authorized Users:

If an Authorizer or an Authorized User uses the Services, such Authorizer or Authorized User represents that he/she has read and understand the TOS and the obligations placed upon such Authorizer or Authorized User and his/her Business/Government User, and understands that the Authorizer's Primary Authorizer or the Authorized User's Authorizer has agreed on behalf of the Business/Government User that the Authorizer or Authorized User will access and use the Services consistent with and subject to the TOS. Therefore, the Authorizer or Authorized User will comply with all such obligations imposed upon the Authorizer or Authorized User and his/her Business/Government User by the TOS in the Authorizer's or Authorized User's use of the Services.

7. NYS PRIVACY POLICY

All Users:

Any personal information (i.e., any information concerning a natural person which, because of name, number, symbol, mark, or other identifier, can be used to identify that natural person) a User provides through the Services is subject to NYS's Privacy Policy. As set forth in the Privacy Policy, the voluntary disclosure of personal information to NYS by the User, whether solicited or unsolicited, constitutes consent to the collection and disclosure of the information by NYS for the purposes for which the User disclosed the information to NYS, as reasonably ascertainable from the nature and terms of the disclosure, including collection and disclosure for the purpose of validating the identity of the User. Further, NYS may disclose information to Federal or State law enforcement authorities to enforce the NYS's rights against unauthorized access or attempted unauthorized access to NYS's information technology assets. In addition, information provided may be subject to disclosure pursuant to the NYS Freedom of Information Law. (Public Officers Law 87 et. seq.) NYS's Privacy Policy may be read in its entirety by clicking: https://www.osc.state.ny.us/policy.htm

NYS's Privacy Policy is updated from time to time and should be consulted frequently so that the Users may be apprised of any changes.

8. USER ACCOUNT, PASSWORD AND SECURITY

Individual Users:

Upon the initial completion of the Services enrollment process, a link to a secure website will be delivered to an Individual User via email where the Individual User can complete the enrollment process by establishing his/her password. An Individual User is responsible for maintaining the confidentiality of the password and his/her user ID and is fully responsible for all activities that occur under the Individual User's password or account. An Individual User will (a) immediately notify NYS of any unauthorized use of the Individual User's password or account or any other breach of security, and (b) exit from the Individual User's account at the end of each session. The Individual User agrees that NYS cannot and will not be held liable for any loss or damage arising from the Individual User's failure to comply with this Section 8 or any other requirements of the TOS.

Business/Government Users:

Primary Authorizers:

Upon the initial completion of the Services enrollment process, a link to a secure website will be delivered to a Primary Authorizer via email where the Primary Authorizer can complete the enrollment process by establishing his/her password. The Primary Authorizer is responsible for maintaining the confidentiality of the password and his/her user ID and is fully responsible for all activities that occur under such password or account. The Primary Authorizer will (a) immediately notify NYS of any unauthorized use of the Primary Authorizer's password or account or any other breach of security; (b) immediately notify NYS of any unauthorized use of passwords or accounts or any other breach of security relating to the account and (c) exit from the Primary Authorizer's account at the end of each session. The Primary Authorizer agrees on behalf of the Business/Government User that NYS cannot and will not be liable for any loss or damage arising from the failure of the Primary Authorizer, or any Authorizer or Authorized User to comply with this Section 8 or any other requirements of the TOS.

Authorizers and Authorized Users:

The Primary Authorizer can set up additional Authorizer account(s) by setting up additional User ID(s). Any Authorizer, including the Primary Authorizer, can assign accounts to Authorized Users by setting up additional User IDs. A link to a secure website will be delivered to Authorizers and Authorized Users via email where they can complete the enrollment process by establishing their passwords. Authorizers and Authorized Users are responsible for maintaining the confidentiality of the password and their user IDs, and are fully responsible for all activities that occur under their passwords or accounts. Authorizers and Authorized Users will (a) immediately notify NYS of any unauthorized use of their passwords or accounts or any other breach of security; and (b) exit from their accounts at the end of each session. NYS cannot and will not be liable for any loss or damage arising from the failure of Authorizers or Authorized Users to comply with this Section 8 or any other requirements of the TOS.

All Users:

Non-Person Identities:

The Individual User, Authorizer or Authorized User assigned an account for a Non-Person Identity is responsible for maintaining the confidentiality of the password and account for the Non-Person Identity, and is fully responsible for all activities that occur under the Non-Person Identity password or account. Individual Users, Authorizers and Authorized Users will (a) immediately notify NYS of any unauthorized use of the Non-Person Identity password or account or any other breach of security; and (b) exit the Non-Person Identity account at the end of each session. NYS cannot and will not be liable for any loss or damage arising from the failure of Individual Users, Authorizers or Authorized Users to comply with this Section 8 or any other requirements of the TOS.

9. INFORMATION PROTECTION AND SECURITY

All Users:

As part of this grant of access to the Services, all Users will protect any data accessed through the Services from malfeasance, loss, theft, or other malicious activity that would negatively impact the confidentiality, integrity or availability of the data obtained from the Services. Any noncompliance with these protection and security requirements may result in suspended access or revocation of access rights. Additionally, where circumstances warrant, NYS may pursue civil and/or criminal penalties.

All Users will protect all information that is transformed to a printed format according to the sensitivity of the data. All Users will protect printouts from the Services from alteration, loss, theft, unauthorized access or distribution or other malicious activity.

If a User needs help and guidance on effective procedures to comply with these protection and security requirements, he/she may contact the Statewide Financial System Help Desk at Helpdesk@sfs.ny.gov. The Help Desk may forward such User inquiry to another NYS office, as appropriate.

Authorizers:

Authorizers are responsible for developing procedures and guidelines that will ensure that the Users they enroll will protect and secure the data that is made available via the Services. When necessary to facilitate the enrollment of such Authorized Users, NYS may disclose the Authorizer's name to other Users in the Authorizer's Business/Government entity.

10. USER CONDUCT

All Users:

In the use of the Services no User will:

a. Tamper with another User's account, impersonate any person or entity, including, but not limited to, an NYS official, forum leader, guide or host, any business or government official, a vendor which such User is not authorized to represent; a customer which such User is not authorized to represent; or falsely state or otherwise misrepresent such User's affiliation with any person or entity;

b. Forge or replace headers or otherwise manipulate identifiers to disguise the origin of any content transmitted through the Services;

c. Disrupt the normal flow of information or otherwise act in a manner that negatively affects other Users' ability to engage in real time exchanges;

d. Interfere with or disrupt the Services or servers or networks connected to the Services, or violate any requirements, procedures, policies or regulations of networks connected to the Services; and/or

e. Violate any applicable local, state, national or international law or regulation, including, but not limited to: regulations promulgated by the U.S. Securities and Exchange Commission; any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ.

All Users will evaluate and bear all risks associated with the use of the Services or any information obtained from the Services, including any reliance on the accuracy, completeness, or usefulness of such content. In this regard, no User may rely on any content created by, or submitted to, NYS, including without limitation, information in NYS messages and information from any part of the Services.

NYS may access, preserve and disclose a User's account information and content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to: (a) comply with legal requirements or legal process; (b) enforce the TOS; (c) respond to claims that any content violates the rights of third parties; (d) respond to User requests for customer service; or (e) protect the rights, property or personal safety of NYS, its Users and/or the public.

The technical processing and transmission of the Services, including User content, may involve (a) transmissions over various networks, and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

The use of Non-Person Identities is prohibited unless explicitly approved by SFS. An account assigned by an Authorizer or by SFS for use by a person shall not be used by a Non-Person Identity.

11. INTERSTATE NATURE OF COMMUNICATIONS ON NYS NETWORK

All Users:

In using the Services to send electronic communications (including but not limited to email, search queries, and other Internet activities), Users will be causing communications to be sent through NYS's computer networks, portions of which are located outside New York State. As a result, and also as a result of NYS's current network architecture and business practices and the nature of electronic communications, even communications that seem to be intrastate in nature will result in the transmission of interstate communications regardless of where a User is physically located at the time of transmission. Accordingly, use of the Services results in interstate data transmissions.

12. SPECIAL ADMONITIONS FOR INTERNATIONAL USE

All Users:

Recognizing the global nature of the Internet, Users must comply with all local rules regarding online conduct and acceptable content. Specifically, Users must comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which they reside.

13. INDEMNITY

All Users:

Each User expressly indemnifies and holds NYS and its officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of content such User submits, posts, transmits or otherwise makes available through the Services, such User's use of the Services, such User's connection to the Services, such User's violation of the TOS, or such User's violation of the rights of another.

14. NO RESALE OF SERVICES

All Users:

No User will reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purpose, any portion of the Services (including such User's User ID or password), use of the Services, or access to the Services.

15. MODIFICATIONS TO SERVICES

All Users:

NYS reserves the right at any time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. NYS will not be liable to any User or to any third party for any modification, suspension or discontinuance of the Services. Unless explicitly stated otherwise, any new features that augment or enhance the current Services, including the release of new NYS applications, will be subject to the TOS.

16. TERMINATION

A. Termination by NYS:

All Users:

NYS may, under certain circumstances and without prior notice, immediately terminate a User's account and access to the Services. Cause for such termination may include, but is not limited to: (a) breaches or violations of the TOS or other incorporated agreements or guidelines; (b) requests by law enforcement or other government agencies; (c) a User's request (self-initiated account deletions); (d) discontinuance or material modification to the Services, or any part thereof; (e) technical or security reasons; (f) extended periods of inactivity; and/or (g) a User's engagement in fraudulent or illegal activities.

Further, all Users agree that all terminations by NYS may be made at NYS's sole discretion and that NYS will not be liable to any User or any third party as a result of the termination of a User's account or access to the Services for any reason.

B. Termination by User:

Business/Government Users:

Primary Authorizers:

A Primary Authorizer may terminate, in its entirety, the account of the entity which he/she is authorized to represent, including all Authorized User accounts, by contacting the Statewide Financial System Help Desk at Helpdesk@sfs.ny.gov.

Authorized Users:

To terminate his/her account, an Authorized User must contact his/her Primary Authorizer or any other Authorizer designated by such Authorized User's Business/Government entity to terminate accounts.

C. Scope of Termination:

Termination of a User's account includes: (a) removal of access to all offerings within the Services; (b) deletion of that User's password and all related information; and (c) barring of further use of the Services. A User's choice to terminate use of the Services will not limit that User's ability to take advantage of other features of the NYS website, including browsing or downloading publicly available information.

17. LINKS

All Users:

The technical processing and transmission of the Services, including a User's content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

The Services may provide links to other World Wide Web sites or resources external to NYS. NYS has no control over such sites and resources. Therefore, NYS is not responsible for the availability of such external sites or resources, or for the accuracy of the data contained therein, and NYS does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. NYS shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such external site or resource.

18. INTERFACE

All Users:

The Systems may be interfaced with outside systems which contain stored information. While NYS may utilize this stored information, NYS has no control over such information. Therefore, NYS does not endorse and is not responsible for the availability or accuracy of such external information. NYS shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such external information available on the Systems.

19. NYS'S PROPRIETARY RIGHTS

All Users:

The Services and any necessary software used in connection with the Services ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws.

NYS grants each User a personal, non-transferable and non-exclusive right and license to use the object code of this Software; provided that such User does not (and does not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. No User will modify the Software in any manner or form, or use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Services. No User will access the Services by any means other than through the interface that is provided by NYS for use in accessing the Services. Use of an interface other than that provided by NYS to access Services is unauthorized access.

20. DISCLAIMER OF WARRANTIES

All Users:

a. THE USE OF THE SERVICES IS AT THE USER'S SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. NYS AND ITS OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT;

b. NYS AND ITS OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (i) THE SERVICES WILL MEET A USER'S REQUIREMENTS; (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY A USER THROUGH THE SERVICES WILL MEET A USER'S EXPECTATIONS; AND, (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED;

c. NYS ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY USER COMMUNICATIONS OR PERSONALIZATION SETTINGS; AND

d. A SMALL PERCENTAGE OF USERS MAY EXPERIENCE EPILEPTIC SEIZURES WHEN EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS ON A COMPUTER SCREEN OR WHILE USING THE SERVICES. CERTAIN CONDITIONS MAY INDUCE PREVIOUSLY UNDETECTED EPILEPTIC SYMPTOMS EVEN IN USERS WHO HAVE NO HISTORY OF PRIOR SEIZURES OR EPILEPSY. IF A USER, OR ANYONE IN A USER'S FAMILY, HAVE AN EPILEPTIC CONDITION, SUCH USER WILL CONSULT HIS/HER PHYSICIAN PRIOR TO USING THE SERVICES. SUCH USER WILL IMMEDIATELY DISCONTINUE USE OF THE SERVICES AND CONSULT HIS/HER PHYSICIAN IF HE/SHE EXPERIENCES ANY OF THE FOLLOWING SYMPTOMS WHILE USING THE SERVICES: DIZZINESS, ALTERED VISION, EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT, OR CONVULSIONS.

21. LIMITATION OF LIABILITY

NYS AND ITS OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO ANY USER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICES; (ii) TRANSACTIONS ENTERED INTO AND MESSAGES RECEIVED THROUGH OR FROM THE SERVICES; (iii) THE COST OF PROCUREMENT OF GOODS, DATA, INFORMATION PURCHASED OR OBTAINED FROM TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF SUCH USER'S TRANSMISSIONS OR DATA; AND (v) ANY OTHER MATTER RELATING TO THE SERVICES. SUCH DAMAGES MAY INCLUDE, BUT ARE NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF NYS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).

22. NOTICES

SERVICES MAY INCLUDE CERTAIN COMMUNICATIONS FROM NYS, SUCH AS SERVICE ANNOUNCEMENTS AND ADMINISTRATIVE MESSAGES, AND THESE COMMUMICATIONS ARE CONSIDERED PART OF NYS NORMAL BUSINESS. NO USER WILL BE ABLE TO OPT OUT OF RECEIVING SUCH COMMUNICATIONS. NYS MAY PROVIDE USERS WITH NOTICES, INCLUDING THOSE REGARDING CHANGES TO THE TOS, BY EMAIL, REGULAR MAIL OR POSTINGS ON THE SERVICES.

23. ELECTRONIC INVOICES

For Vendors Submitting Electronic Invoices to NYS:

NYS is providing its vendors the ability to submit electronic invoices to NYS through the Statewide Financial System Vendor Online Services. With approval from NYS, vendors with Online services access will have the ability to access a new module in eSupplier called eSettlements. The eSettlements module provides vendors with a platform to create and submit electronic invoices and/or upload an electronic file containing the invoice information directly to NYS. The use of eSettlements is voluntary but requires vendors to be enrolled in Online Services.

Administrative:

1. The vendor is responsible for assigning and/or removing user access to eSettlements.

2. The vendor must accept and adhere to any technical requirements that are necessary for participation in eSettlements.

3. It is the responsibility of the vendor to prevent any unauthorized use of electronic invoicing. Under no circumstances is NYS responsible for the unauthorized access to or use of vendor accounts.

4. NYS is not responsible for inaccuracies, errors or delays in the submission of the electronic Invoices by the vendor and is not liable for any loss or damage that may arise due to an interruption, error or delay in this service.

5. NYS reserves the right at any time to temporarily or permanently modify or discontinue eSettlements with or without notice. The State will not be liable to any vendor or to any third party for any modifications, suspension or discontinuance of eSettlements.

6. Unless explicitly stated otherwise, any new features that augment or enhance eSettlements will be subject to these TOS.

7. The vendor is required to retain an Online eSettlements Agreement with all Business Units.

Maintenance of Information:

8. The vendor must be participating in ePayments to participate in eSettlements. It is the responsibility of the vendor to provide the Vendor Management Unit with current and accurate ePayment information to ensure the vendor continues to receive ePayments. The vendor must continue to receive electronic payments from NYS to maintain approved access to eSettlements.

9. The vendor will maintain and promptly update its vendor information to keep it true, accurate, current and complete. This includes, but is not limited to: (i) legal business name; (ii) "remit-to" address and all other addresses on the vendor record; (iii) primary contact and all contacts on the vendor record; and (iv) banking information.

Delivery, Submission and Processing of Invoices:

10. It is the responsibility of the vendor to communicate with the NYS Business Unit to determine if it is able to receive electronic Invoices.

11. The vendor will provide true, accurate, current and complete Invoices. Vendors that submit electronic Invoices through eSettlements shall not submit the same Invoice more than once, including in electronic and/or paper format, unless expressly authorized to do so by the State in writing.

12. All electronic Invoices submitted by the vendor must include the following information: (i) NYS Business Unit Purchase Order number; (ii) name or business unit identifier (e.g., OGS01) of the NYS Business Unit purchasing the good and/or service; (iii) a unique Invoice number; and (iv) the Purchase Order line number.

13. The vendor must reference only one purchase order per electronic invoice.

14. If supporting documentation is necessary to process a payment, it is the responsibility of the vendor to attach such documentation and/or Invoice attachments directly to the electronic Invoice in the eSettlements self-service section. The vendor must establish an agreed upon procedure with each NYS Business Unit to transmit supporting documentation and/or Invoice attachments for (i) all electronic file transfer Invoices or (ii) self-service invoices if the size of the attachment exceeds the allowable limit.

15. The vendor is responsible for the content, authenticity and justification of all of its Invoices.

16. It is the responsibility of the vendor to ensure delivery of the electronic Invoice to the NYS Business Unit for payment. The vendor must designate a contact on its vendor file record with a valid e-mail address that will be solely used for receiving email notifications of a failed Invoice transmission(s).

17. The vendor acknowledges the "Invoice Received Date" for electronic Invoices will be the date on which a proper electronic Invoice is received, or the next succeeding business day if a proper Invoice is received after 5:00 p.m. Eastern Time.

18. The vendor acknowledges that NYS reserves the right to reject, modify, seek clarification or request additional information in support of an Invoice.

19. The vendor certifies that: any and all Invoices submitted electronically to NYS are just, true and correct; that the goods and/or services have been rendered and/or furnished; that no part thereof has been paid or will be paid from any other source except as stated; that the balance is actually due and owing; and the taxes from which NYS is exempt are excluded from the Invoice.

24. ELECTRONIC BILL PAYMENT

For Customers Submitting Electronic Payment to NYS:

NYS is providing its customers the ability to submit electronic payment to NYS through the Services. With approval from the State, customers with Services access will have the ability to access eBill Payment. The use of eBill Payment is voluntary but requires customers to be enrolled in Online Services.

Administrative:

1. The customer is responsible for assigning and/or removing user access to eBill Payment.

2. The customer must accept and adhere to any technical requirements that are necessary for participation in eBill Payment.

3. It is the responsibility of the customer to prevent any unauthorized use of eBill Payment. Under no circumstances is NYS responsible for the unauthorized access to or use of customer accounts.

4. NYS is not responsible for inaccuracies, errors or delays in the submission of the electronic payments by the customer and is not liable for any loss or damage that may arise due to an interruption, error or delay in this service.

5. NYS reserves the right at any time to temporarily or permanently modify or discontinue eBill Payment with or without notice. NYS will not be liable to any customer or to any third party for any modifications, suspension or discontinuance of eBill Payment.

6. Unless explicitly stated otherwise, any new features that augment or enhance eBill Payment will be subject to these TOS.

Maintenance of Information:

7. The customer will maintain and promptly update its customer information to keep it true, accurate, current and complete. This includes, but is not limited to: (i) legal business name; (ii) addresses on the customer record; (iii) primary contact and all contacts on the customer record; and (iv) banking information.

Delivery, Submission and Processing of eBill Payments:

8. The customer authorizes NYS to initiate an eBill Payment for the amount(s) specified from the customer's bank account on the specified payment date(s). Customer agrees to be responsible for all payments originated using eBill Payment.

9. The customer acknowledges eBill Payments will be credited to their NYS agency customer account within one business day.

10. The customer authorizes NYS to debit the amount of the eBill Payment from the customer's bank account. The amount of the payment will be debited from the customer's bank account within three business days of the selected payment date.

11. The customer acknowledges that the origination of ACH transactions to NYS must comply with the provisions of State and Federal law.

12. The customer acknowledges payments made through eBill Payment may be returned due to non-sufficient funds in the customer's bank account. When this occurs, the customer will be notified and the customer's account will be adjusted accordingly. The customer is responsible for authorizing a new payment to the NYS by check or through eBill Payment.