068-19 - NEOGOV - ContractNEOGON/ TM
NEOGOV ORDERING FORM
Govemmentjobs. coin, Inc. (dba " N PUG D V'")
300 Continental Blvd., Suite 565
El Segundo, CA 90245
wcounliriy(a)neogov coin
Customer Inform9fian
Customer
Port Orchard, City of (WA)
Customer
Debbie Lund
Name:
Contact Name:
Customer
216 Prospect St.
Email Address:
dlund a cityofportorchard.us
Address:
Port Orchard, WA 98366
Fee Summatry
Description. of Subscriptions
SaaS Subscription
Fees
Non -Recurring
Professional Service Fees
Service Fee
Sub -Totals
Insight Enterprise (IN)
+ 9% WA sales tax
$3,297.01
$296.73
$1,500.00
$5,093.74
Position Management PM
N/A
N/A
N/A
GovernmentJobs.com (GJC)
+ 9% WA sales tax
$725.00
$65.25
N/A
$790,25
Perform PE
N/A
N/A
N/A
E-Forms EF
N/A
N/A
N/A
Onboard (ON)
+ 9% (WA) sales tax
$2,884.88
$259.64
$1,250.00
$4,394,52
Learn (LE)
N/A
N/A
N/A
Integrations (IG)
N/A
N/A
N/A
Core HR CHR)
N/A
N/A
N/A
Payroll (PR)
N/A
N/A
N/A
Time & Attendance TA
N/A
N/A
N/A
D der Total,
$10,278.51
A. Agreement and Applicable Modifications to the Agreement.
Agreement. This Ordering Document and the Services purchased herein are governed by the terms of the Services Agreement either affixed
hereto or the version most recently published prior to execution of this Ordering Document available at Itttns:llwwwâ˘neaeov.eornlservice-
s ueeificatiotts, as well as the Service Specifications and applicable Schedules incorporated therein.
Effectiveness & Modification. Neither Customer nor NEOGOV will be bound by this Ordering Document until it has been signed by its
authorized representative, This Order Form may not be modified or amended except through a written instrument signed by the parties.
B. General Terms Summary.
Summary of Fees. Listed above is a summary of Fees under this Order. Once placed, your order shall be non -cancelable and the sums paid
nonrefundable, except as provided in the Agreement.
The Effective Date. This Order is made and entered into as of the date of Customer signature on this Order Document (the "Effective Date").
SaaS Subscription(s) Start Date. The Effective Date.
Billing Frequency. Annual, Net 30 from Customer receipt of NEOGOV invoice.
Order of Precedence. This Ordering Document shall take precedence in the event of direct conflict with the Services Agreement, applicable
Schedules, and Service Specifications.
Offer Validity, This Order is valid for 30 days from the date of Customer receipt of this Ordering Document unless extended by NEOGOV.
C. Special Conditions (if any).
Should Customer purchase all SaaS Services listed herein and return a signed copy of this Order Form to NEOGOV within sixty (60)
days of Customer's receipt: Customer shall receive 50% off I ist price for Insight Enterprise, Onboard, and Govern men tJobs,com year
Subscription Fees.
Should Customer implement and receive 'go -live' status for Insight Enterprise, Onboard, and GovernmentJobs.com within six (6)
months of their implementation start date, Customer is entitled to a 100% credit of Insight Enterprise, Onboard, and
GovernmentJobs.com Professional Service Fees of which shall be attributed to their year 2 Insight Enterprise, Onboard, and
GovernmentJobs.com Subscription Fees.
Should Customer implement and receive'go-live' status for Insight Enterprise, Onboard, and GovernmentJobs.com within nine (9)
months of their implementation start date, Customer is entitled to a 50% credit of Insight Enterprise, Onboard, and
l of 2
NEOGOV TM
GovernmentJobs.com Professional Service Fees of which shall be attributed to their year 2 Insight Enterprise, Onboard, and
GovernmentJobs.com Subscription Fees
2 of 2
NEOGOV TM
IN WITNESS WHEREOF, the parties have caused this Order to be executed by their respective duly authorized officers as of the
date set forth below, and consent to the Agreement.
Ca9temBr
Govemmmtjobszorn, Inc. D BA "NEOGOV'
Entity Name: 044 o-V A "a-r d
Signature:
Signature: V -
-77
Print Name. SUr"'
Print Name: John cross
Date: I Jim
Date: 9/6/2019
3 of 2
NEOGOV irm
NEOGOV SERVICES AGREEMENT
You agree that by placing an order through a NEOGOV standard ordering document (the "Order" or "Ordering Document") you
agree to follow and be bound by the terms and conditions set forth herein. "Governmentjobs.com", "NEOGOV", "we", and "our"
means Governmentjobs.com, Ina.(dba "NEOGOV") and, where applicable, its affiliates; "Customer", "you", "your" means the
Governmentjobs.com client, customer, or subscriber identified in the Ordering Document.
If you are placing such an Order on behalf of a legal entity, you represent that you have the authority to bind such entity to the
terms and conditions of the Ordering Document and these terms and, in such event, "you" and "your" as used in these agreement
terms shall refer to such entity. "Agreement" shall be used to collectively refer to this NEOGOV Services Agreement (the "Services
Agreement"), documents incorporated herein including the applicable Ordering Document and Schedule(s), and Special Conditions
(if any).
Provision of Services. Subject to the terms of this Agreement NEOGOV hereby agrees to provide Customer with, and/or
access its SaaS Applications, Integrations, and Professional Services (each defined below) included or ordered by Customer
in the applicable Ordering Document (collectively referred to as the "Services"). Customer hereby acknowledges and agrees
that NEOGOV's provision and performance of, and Customer's access to, the Services is dependent and conditioned upon
Customer's full performance of its duties, obligations and responsibilities hereunder. This Agreement entered into as of the
date of your signature on an applicable Ordering Document (the "Effective Date"). The Agreement supersedes any prior and
contemporaneous discussions, agreements or representations and warranties.
2. SaaS Subscription Grant.
a) SaaS Subscription. "SaaS Applications" means each proprietary NEOGOV web -based software -as -a -service application
that may be set forth on an Order and subsequently made available by NEOGOV to customer, and associated components
as described in the Service Specifications made available to Customer by NEOGOV in connection with the provision of
SaaS Applications. Subject to and conditioned on Customer's and its Authorized Users' compliance with the terms and
conditions of this Agreement, NEOGOV hereby grants to Customer a limited, non-exclusive, non -transferable, and non-
sublicensable right to (a) access and use, and to permit Authorized Users to access and use, the SaaS Applications
specified in the Order solely for Customer's internal purposes; (b) generate, print, and download Customer Data as may
result from any access to or use of the SaaS Applications; and (c) train Authorized Users in uses of the SaaS Applications
permitted hereunder (these rights shall collectively be referred to as the "SaaS Subscription") . "Authorized Users" means
(i) Customer employees and (ii) Customer agents, contractors, consultants, and their respective employees, all of which
are pre -approved by NEOGOV.
b) Delivery and Subscription Term. NEOGOV delivers each SaaS Application by providing Customer with online access.
When you access NEOGOV SaaS Applications, you are accepting it for use in accordance with this Agreement. Unless
otherwise specified in an applicable Ordering Document, SaaS Subscriptions shall commence on the Effective Date and
remain in effect for twelve (12) consecutive months, unless terminated earlier in accordance with this Agreement (the
"Initial Term"). Thereafter, SaaS Subscriptions shall automatically renew for successive twelve (12) month terms (each
a "Renewal Term" and together with the Initial Term, collectively, the "Term") unless a party delivers to the other party,
at least thirty (30) days prior to the expiration of the Initial Term or the applicable Renewal Term, written notice of such
party's intention to not renew this Agreement, or unless terminated earlier in accordance with this Agreement. NEOGOV
shall provide Customer access to the SaaS Applications within a reasonable time following the Effective Date unless
otherwise agreed.
c) Content License. Should Customer purchase access to SaaS Applications containing audio-visual content ("Licensed
Content"), NEOGOV grants to Customer a non-exclusive, non -transferable, and non-sublicensable license, during the
applicable Term, for Authorized Users to access and view the Licensed Content within the SaaS Application. Customer
shall not permit the Licensed Content to be, or appear to be, reproduced, performed, displayed, or distributed on, as part
of or in connection with any website or other online area other than the SaaS Application. Customer shall not edit, alter,
modify, combine with other content, or create any derivative works of the Licensed Content.
d) Program Documentation. Program Documentation shall mean all user guides, training, and implementation material, and
Service descriptions provided by NEOGOV to Customer in connection with the Services. NEOGOV hereby grants to
Customer a non-exclusive, non-sublicensable, non -transferable license to use, print, and distribute internally via non-
public platforms, the Program Documentation during the Term solely for Customer's internal business purposes in
connection with its use of the Services.
e) Prohibited Access. You may not access the SaaS Applications if you are a direct competitor of NEOGOV or its affiliates.
In addition, you may not access the SaaS Applications for purposes of monitoring their availability, performance, or
functionality, or for any other benchmarking or competitive purposes.
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3. Professional Services. "Professional Services" shall mean professional consulting services purchased by Customer in an
applicable Ordering Document or NEOGOV Scope of Work (SOW) relating to assistance, training, deployment, usage,
customizations, accessory data processing, and best practices of and concerning the SaaS Applications. NEOGOV shall
provide the Professional Services purchased in the applicable Order Form or SOW, as the case may be. Professional Services
may be ordered by Customer pursuant to a SOW and Service Specifications describing the work to be performed, fees, and
any applicable milestones, dependencies, and other technical specifications or related information. Order Forms or SOWS
must be signed by both parties before NEOGOV shall commence work. If the parties do not execute a separate Statement of
Work, the Services shall be provided as stated on the Order Form and this Agreement and documents incorporated herein shall
control.
4. Segmentation. The purchase of any Service is separate from any other order for any other Service. Customer may purchase
certain Services independently of other Services. Your obligation to pay for any Service is not contingent on performance of
any other Service or delivery of any other Service.
5. Payment Terms. Unless otherwise stated in an Ordering Document, Customer shall pay all Subscription fees ("Subscription
Fees") and Professional Service fees ("Professional Service Fees", collectively the "Fees") within thirty (30) days of
Customer's receipt of NEOGOV's invoice. Fees shall be invoiced annually in advance and in a single invoice for each Term.
Invoices shall be delivered to the stated "Bill To" party on the Ordering Document. Unless explicitly provided otherwise, once
placed the Ordering Document is non -cancellable and sums paid nonrefundable. Subscription Fees are based upon the
Customer's employee count and the amount of Customer Data NEOGOV maintains in its systems for Customer. Customer
shall not exceed the employee amount its Subscription Fees are based off of unless applicable supplemental Subscription Fees
are paid. The Term for the Services is a continuous and non -divisible commitment for the full duration regardless of any
invoice schedule. If Customer issues a purchase order, then it shall be for the full amount set forth in the applicable NEOGOV
invoice or Ordering Document. Failure to provide NEOGOV with a corresponding purchase order shall not relieve Customer
of its payment obligations. Except as otherwise specifically stated in the Ordering Document, NEOGOV may change the
charges for the Services with effect from the start of each Renewal Tenn by giving Customer at least thirty (30) day notice
prior to commencement of a Renewal Term.
6. Term and Termination
a) Term. Unless otherwise specified in an applicable Ordering Document, this Agreement shall commence on the Effective
Date. This Agreement shall remain in effect until all SaaS Subscriptions have expired and/or both parties have achieved
full performance of Professional Services or other services detailed in a SOW, unless it is terminated earlier in accordance
with this Agreement.
b) Termination for Cause. Either Party may terminate this Agreement immediately if the other is in material breach of this
Agreement and such breach is not cured within thirty (30) days following non -breaching party's written specification of
the breach. NEOGOV may suspend the Services or terminate this Agreement immediately in the event the Services or
Customer's use of the Services provided hereunder become illegal or contrary to any applicable law, rule, regulation, or
public policy.
c) Effect of Termination. Upon expiration or any termination of this Agreement, Customer shall cease all use and refrain
from all further use of the Services and other NEOGOV intellectual property. Additionally, Customer shall be obligated
to pay, as of the effective date of such expiration or termination, all amounts due and unpaid to NEOGOV under this
Agreement. Unless otherwise specified, after expiration or termination of this Agreement NEOGOV may remove
Customer Data from NEOGOV Services and without Customer consent or notice.
Service Specifications. "Service Specifications" means the following documents, as applicable to the Services under your
Order: Program Documentation, Service Schedules, Terms of Use, Security Statements, Retention, Cookie, and Privacy
Policies. The Service Specifications describe and govern the Services. Online Service Specifications may be made available
at https://www.neo,gov.com/service-specifications or provided upon Customer request. All applicable Service Specifications
are incorporated into this Agreement. Excluding Service Schedules, NEOGOV may update the Service Specifications to
reflect changes in, among other things, laws, regulations, rules, technology, industry practices, patterns of system use, Updates
and Upgrades, and availability of third -party services.
8. Maintenance, Modifications and Support Services.
a) Maintenance. NEOGOV maintains NEOGOV's hardware and software infrastructure for the Services and is responsible
for maintaining the NEOGOV server operation, software delivery, NEOGOV database security, and integrity of
Customer Data stored in the NEOGOV database. Preventive system maintenance is conducted by NEOGOV from time
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to time and is addressed in a variety of methods including scalable architecture and infrastructure, log checking,
performance maintenance, and other preventative tasks.
b) Modifications, Updates, and Upgrades. NEOGOV may in its sole discretion, periodically modify, Update, and Upgrade
the features, components, and functionality of the Services during the Term. "Update" means any update, bug fix, patch
or correction of the Services or underlying NEOGOV software that NEOGOV makes generally available to its customers
of the same module, excluding Upgrades. Updates are automatic and available upon Customer's next login to the Services
following an Update at no additional cost to Customer. "Upgrade" means any update of the Services or underlying
NEOGOV software such as platform updates, and major product enhancements and/or new features that NEOGOV
makes commercially available. NEOGOV shall have no obligation to provide Upgrades to customers and retains the right
to offer Upgrades free of cost or on a per customer basis at additional cost. NEOGOV shall have no liability for, or any
obligations to, investments in, or modifications to Customer's hardware, systems or other software which may be
necessary to use or access the Services due to a modification, Update, or Upgrade of the Services.
c) Training Materials. Primary training of NEOGOV Services is conducted by self -review of online materials. NEOGOV's
pre -built, online training consists of a series of tutorials to introduce the standard features and functions (the "Training
Materials"). The Training Materials may be used as reference material by Customer Personnel conducting day-to-day
activities.
d) Implementation. For Services requiring implementation, NEOGOV implementation supplements the Training Materials
and is conducted off -site, unless otherwise agreed in the Ordering Document. NEOGOV personnel will provide dedicated
consultation on best practices for setting up the Services, answer Customer questions during the implementation period,
and ensure Personnel grasp the system.
e) Support. Phone support for the Services is available to Customer between the hours of 6:OOAM and 6:OOPM, Pacific
Time, Monday through Friday, excluding NEOGOV holidays. Online support for the Services is available 24 hours a
day, seven days a week. The length of time for a resolution of any problem is fully dependent on the type of case (i.e.,
High/Medium/Low priority, question, enhancement request).
f) Limitations. Unless otherwise specified in the Ordering Document, this Agreement does not obligate NEOGOV to render
any maintenance or support services that are not expressly provided herein, including, but not limited to data uploads,
manual data entry, migration services, data conversion, refinement, purification, reformatting, SQL dump, or process
consultation.
9. NEOGOV Intellectual Property. NEOGOV shall exclusively own all right, title and interest in and to all pre-existing and
future intellectual property developed or delivered by NEOGOV including all Services, products, systems, software (including
any source code or object code) or Service Specifications related thereto, Updates or Upgrades, trademarks, service marks,
logos and other distinctive brand features of NEOGOV and all proprietary rights embodied therein (collectively, the
"NEOGOV Intellectual Property"). This Agreement does not convey or transfer title or ownership of the NEOGOV
Intellectual Property to Customer or any of its users. All rights not expressly granted herein are reserved by NEOGOV. Other
than recommendation use or as required by law, all use of NEOGOV Trademarks must be pre -approved by NEOGOV prior
to use. Trademarks shall include any word, name, symbol, color, designation or device, or any combination thereof that
functions as a source identifier, including any trademark, trade dress, service mark, trade name, logo, design mark, or domain
name, whether or not registered.
10. Data Processing and Privacy.
a) Customer Data. "Customer Data" shall mean all data that is owned or developed by Customer, whether provided to
NEOGOV by Customer or provided by a third party to NEOGOV in connection with NEOGOV's provision of Services
to Customer, including Personnel or Job Seeker Profile Data collected, loaded into, or located in Customer data files
maintained by NEOGOV. NEOGOV intellectual property, including but not limited to the Services and all derivative
works thereof, NEOGOV Confidential Information, and Platform Data do not fall within the meaning of the term
"Customer Data". Customer exclusively own all right, title, and interest in and to all Customer Data. Customer grants
NEOGOV a license to host, use, process, display, create non -personal derivative works of, and transmit Customer Data
to provide the Services.
b) Platform Data. "Platform Data" shall mean any data reflecting the access or use of the Services by or on behalf of
Customer or any Authorized User, including any end user visit, session, impression, clickthrough or click stream data,
non -personal Usage Data, Account, Log, Device, Publication, Tracking, and Transaction Data as defined in NEOGOV's
Privacy Policy, and any statistical or other analysis, information, or data based on or derived from any of the foregoing.
NEOGOV shall exclusively own all right, title and interest in and to all Platform Data. NEOGOV grants to Customer a
limited, non -perpetual, non-exclusive, non -transferable, and non-sublicensable license during the Term to use and access,
NSA-v050119 - PUBLISHED May 1, 2019
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and to permit Authorized Users to use and access, Platform Data of which NEOGOV makes available through the SaaS
Applications solely for Customer's internal purposes.
c) Privacy. NEOGOV shall process all data in accord with the NEOGOV Privacy Policy available at
https://www.neogov.com/privacy-policy. The defined terms in the NEOGOV Privacy Policy shall have the same
meaning in this Agreement unless otherwise specified herein.
d) Data Responsibilities. NEOGOV will have no responsibility or liability for the accuracy of the Customer Data prior to
receipt of such data into the Services. Customer shall be solely responsible for and shall comply with all applicable laws
and regulations relating to (i) the accuracy and completeness of all information input, submitted, or uploaded to the
Services, (ii) the privacy of users of the Services, including, without limitation, providing appropriate notices to and
obtaining appropriate consents from any individuals to whom Customer Data relates; and (iii) the collection, use,
modification, alteration, extraction, retention, copying, storage, security, disclosure, transfer, disposal, and other
processing of any Customer Data inside and outside the Services (including any personally identifiable information), and
(iv) Customer database(s). NEOGOV is not responsible for lost data caused by the action or inaction of Customer or
Authorized Users. NEOGOV recommends Customer backup their Customer Data outside the Services if necessary.
Unless vital to provide the Services or otherwise mutually agreed in writing, Customer shall not maintain any health,
payment card, or similarly sensitive data that imposes specific data security or data protection obligations within the
Services.
e) Service Usage. NEOGOV may set forth Fees for designated levels of usage and data storage within each SaaS Application
(each a "Storage Quota"), beginning with the Fees payable by Customer for the levels of usage and data storage in effect
as of the Effective Date. NEOGOV will use commercially reasonable efforts to notify Customer in writing if Customer
has reached 80 percent of its then current Storage Quota and Customer may increase its Storage Quota and corresponding
Fee obligations in accordance with NEOGOV's then current usage price tiers. Customer acknowledges that exceeding
its then -current Service Allocation may result in service degradation for Customer and other NEOGOV customers and
agrees that (i) NEOGOV has no obligation to permit Customer to exceed its then -current Storage Quota and (ii) Customer
is not entitled to any Service Level Credit for periods during which Customer exceeds its then -current Storage Quota,
regardless of whether the Services fail to meet any availability requirement during such period.
f) External Breach. In the event of a security breach, as defined by applicable law, by anyone other than your employee,
contractor, or agent, upon discovery of such breach, NEOGOV will: (a) initiate remedial actions that are in compliance
with applicable law and consistent with industry standards; and (b) notify you of the security breach, its nature and scope,
and the remedial actions NEOGOV will undertake as determined solely by NEOGOV.
g) Internal Breach. In the event of a security breach, as defined by applicable law, by your Personnel, Authorized, or
unauthorized user, contractor or agent, you shall have sole responsibility for initiating remedial actions and you shall
notify NEOGOV immediately of the breach and steps you will take to remedy the breach.
11. Nondisclosure. Through exercise of each party's rights under this Agreement, each party may be exposed to the other parry's
technical, financial, business, marketing, planning, and other information and data in written, oral, electronic, magnetic,
photographic, and/or other forms, including, but not limited to (a) oral and written communications of one party with the
officers and staff of the other party which are marked or identified as confidential or secret or similarly marked or identified,
(b) other communications which a reasonable person would recognize from the surrounding facts and circumstances to be
confidential or secret, and (c) trade secrets (collectively, "Confidential Information"). In recognition of the other party's need
to protect its legitimate business interests, each party hereby covenants and agrees that it shall regard and treat each item of
information or data constituting Confidential Information of the other party as strictly confidential and wholly owned by such
other party and that it will not, (x) without the express prior written consent of the other party, (y) except as permitted or
authorized herein or, (z) except as required by law including the Public Records Act of the Customer's State, redistribute,
market, publish, disclose, or divulge to any other person, firm or entity, or use or modify for use, directly or indirectly in any
way for any person or entity: (i) any of the other party's Confidential Information during the Term and for a period of three
(3) years thereafter or, if later, from the last date Services (including any warranty work) are performed by the disclosing party
hereunder; and (ii) any of the other party's trade secrets at any time during which such information shall constitute a trade
secret under applicable law. In association with NEOGOV's concern for the protection of trade secrets, Confidential
Information, and fair market competition, Customer acknowledges all photos, "screen captures", videos, or related media of
NEOGOV products, pages, and related documentation shall be approved by NEOGOV prior to any publicly accessible
disclosure of such media.
12. Representations, Warranties, and Disclaimers.
a) Service Performance Warranty. NEOGOV warrants that it will perform the Services in a manner consistent with industry
standards reasonably applicable to the performance thereof.
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b) No Other Warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS WARRANTY SECTION,
THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS, AND CUSTOMER'S USE OF THE SERVICES IS AT
ITS OWN RISK. NEOGOV DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS
AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND
ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. NEOGOV
DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR -FREE, OR COMPLETELY
SECURE, OR THAT ANY ERROR WILL BE CORRECTED.
c) Disclaimer of Actions Caused by and/or Under the Control of Third Parties. NEOGOV DOES NOT AND CANNOT
CONTROL THE FLOW OF DATA TO OR FROM THE NEOGOV SYSTEM AND OTHER PORTIONS OF THE
INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES
PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD
PARTIES CAN IMPAIR OR DISRUPT CUSTOMER'S CONNECTIONS TO THE INTERNET (OR PORTIONS
THEREOF). ALTHOUGH NEOGOV WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL
ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, NEOGOV CANNOT
GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, NEOGOV DISCLAIMS ANY AND
ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.
d) Configurable Services. The Services can be used in ways that do not comply with applicable laws and it is Customer's
sole responsibility to monitor the use of the Services to ensure that such use complies with and is in accordance with
applicable law. In no event shall NEOGOV be responsible or liable for Customer failure to comply with applicable law
in connection with your use of the Services. NEOGOV is not responsible for any harm caused by users who were not
authorized to have access to the Services but who were able to gain access because usernames, passwords, or accounts
were not terminated on a timely basis by Customer.
e) Services Do Not Constitute Advice or Credit Reporting. NEOGOV does not provide its customers with legal advice
regarding compliance, data privacy, or other relevant applicable laws in the jurisdictions in which you use the Services.
YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES PROVIDED HEREUNDER ARE NOT INTENDED
TO BE AND WILL NOT BE RELIED UPON BY YOU AS EITHER LEGAL, FINANCIAL, INSURANCE, OR TAX
ADVICE. TO THE EXTENT YOU REQUIRE ANY SUCH ADVICE, YOU REPRESENT THAT YOU WILL SEEK
SUCH ADVICE FROM QUALIFIED LEGAL, FINANCIAL, INSURANCE, ACCOUNTING, OR OTHER
PROFESSIONALS. YOU SHOULD REVIEW APPLICABLE LAW IN ALL JURISDICTIONS WHERE YOU
OPERATE AND HAVE EMPLOYEES AND CONSULT EXPERIENCED COUNSEL FOR LEGAL ADVICE. YOU
ACKNOWLEDGE THAT NEOGOV IS NOT A "CONSUMER REPORTING AGENCY" AS THAT TERM IS
DEFINED IN THE FAIR CREDIT REPORTING ACT AS AMENDED.
f) No Control of HR Practices. You acknowledge that NEOGOV exercises no control over your specific human resource
practices implemented using the Service or your decisions as to employment, promotion, termination, or compensation
of any Personnel or Authorized User of the Service. You further agree and acknowledge that NEOGOV does not have a
direct relationship with your employees and that you are responsible for all contact, questions, Customer Data updates
and collection, with your employees. In addition, you are responsible for the privacy (including your own privacy policies
governing your processing of Customer Data), collection, use, retention and processing of your Customer Data, and
providing any and all notices and information to your employees regarding the foregoing, in compliance with all
applicable laws. NEOGOV hereby disclaims all liability arising from your decisions and from harmful data or code
uploaded to the Service by you and/or your employees, contractors or agents.
g) Customer Compliance. Customer shall be responsible for ensuring that Customer's use of the Services and the
performance of Customer's other obligations hereunder comply with all applicable rules, regulations, laws, codes, and
ordinances. Customer is responsible for Customer's information technology infrastructure, including computers,
software, databases, electronic systems (including database management systems), and networks, whether operated
directly by Customer or through the use of third -party services equipment and facilities required to access the Services.
Customer shall be responsible for procuring all licenses of third -party software necessary for Customer's use of the
Services. Customer is responsible and liable for all uses of the Services, directly or indirectly, whether such access or use
is permitted by or in violation of this Agreement. All users of the Services are obligated to abide by the Terms of Use
available at hgps://www.neogov.com/terms-of-use. Customer shall take reasonable efforts to make all users, whether
Authorized or unauthorized, aware of this Agreement's provisions as applicable to such user's use of the Services and
shall cause users to comply with such provisions.
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13. Indemnification.
a) Indemnity. Subject to subsections (b) through (d) of this Section, if a third party makes a claim against Customer that
any NEOGOV intellectual property furnished by NEOGOV and used by Customer infringes a third party's intellectual
property rights, NEOGOV will defend the Customer against the claim and indemnify the Customer from the damages
and liabilities awarded by the court to the third -party claiming infringement or the settlement agreed to by NEOGOV, if
Customer does the following:
i. Notifies NEOGOV promptly in writing, not later than thirty (30) days after Customer receives notice of the claim
(or sooner if required by applicable law);
ii. Gives NEOGOV sole control of the defense and any settlement negotiations; and
iii. Gives NEOGOV the information, authority, and assistance NEOGOV needs to defend against or settle the claim.
b) Alternative Resolution. If NEOGOV believes or it is determined that any of the Services may have violated a third party's
intellectual property rights, NEOGOV may choose to either modify the Services to be non -infringing or obtain a license
to allow for continued use. If these alternatives are not commercially reasonable, NEOGOV may end the subscription or
license for the Services and refund a pro-rata portion of any fees covering the whole months that would have remained,
absent such early termination, following the effective date of such early termination.
c) No Duty to Indemnify. NEOGOV will not indemnify Customer if Customer alters the Service or Service Specifications,
or uses it outside the scope of use or if Customer uses a version of the Service or Service Specifications which has been
superseded, if the infringement claim could have been avoided by using an unaltered current version of the Services or
Service Specifications which was provided to Customer, or if the Customer continues to use the infringing material after
the subscription expires. NEOGOV will not indemnify the Customer to the extent that an infringement claim is based
upon any information, design, specification, instruction, software, data, or material not furnished by NEOGOV.
NEOGOV will not indemnify Customer for any portion of an infringement claim that is based upon the combination of
Service or Service Specifications with any products or services not provided by NEOGOV. NEOGOV will not indemnify
Customer for infringement caused by Customer's actions against any third party if the Services as delivered to Customer
and used in accordance with the terms of the Agreement would not otherwise infringe any third -party intellectual property
rights. NEOGOV will not indemnify Customer for any intellectual property infringement claim(s) known to Customer at
the time subscription rights are obtained.
d) Exclusive Remedy. This Section provides the exclusive remedy for any intellectual property infringement claims or
damages against NEOGOV.
14. Limitations of Liability.
a) Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER
PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY OTHER PERSON OR ENTITY ARISING
OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CUSTOMER'S USE
OR, OR INABILITY TO USE, THE SERVICES, UNDER ANY CIRCUMSTANCE, CAUSE OF ACTION OR
THEORY OF LIABILITY, OR DUE TO ANY EVENT WHATSOEVER, FOR ANY CONSEQUENTIAL, INDIRECT,
INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION,
LOSS OF BUSINESS OPPORTUNITY OR PROFIT, LOSS OF USE, LOSS OF GOODWILL OR BUSINESS
STOPPAGE, EVEN IF A PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH
DAMAGES.
b) Limitation. WITHOUT LIMITATION OF THE PREVIOUS SECTION, EXCEPT FOR DAMAGES ARISING OUT
OF LIABILITY WHICH CANNOT BE LAWFULLY EXCLUDED OR LIMITED, CUSTOMER'S OBLIGATIONS
TO MAKE PAYMENT UNDER THIS AGREEMENT, OR LIABILITY FOR INFRINGEMENT OR
MISAPPROPRIATION OF NEOGOV INTELLECTUAL PROPERTY RIGHTS, THE TOTAL LIABILITY OF
EITHER PARTY FOR ANY AND ALL CLAIMS AGAINST THE OTHER PARTY UNDER THIS AGREEMENT
SHALL NOT EXCEED THE AMOUNT OF ALL PAYMENTS ACTUALLY RECEIVED BY NEOGOV FROM
CUSTOMER DURING THE RELEVANT YEAR OF THIS AGREEMENT DURING WHICH THE CAUSE OF
ACTION AROSE. THE FOREGOING LIMITATION OF LIABILITY IS CUMULATIVE WITH ALL PAYMENTS
FOR CLAIMS OR DAMAGES IN CONNECTION WITH THIS AGREEMENT BEING AGGREGATED TO
DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT
ENLARGE THE LIMIT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS LIMITATION OF
LIABILITY IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND
SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN
INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND
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UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT AND HAS BEEN TAKEN INTO
ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY
UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT.
c) Independent Allocations of Risk. Each provision of this Agreement that provides for a limitation of liability, disclaimer
of warranties, or exclusion of damages represents an agreed allocation of the risks of this Agreement between the Parties.
This allocation is reflected in the pricing offered by NEOGOV to Customer. Each of these provisions is severable and
independent of all other provisions of this Agreement.
15. Trial and Beta Services; Integrations. To the extent Customer utilizes Trial, Beta, or NEOGOV Integration Services, the
Schedules relevant to such Services found at https://www.neogov.com/service-specifications are incorporated herein and shall
supplement the Services Agreement.
16. E-Signatures.
a) E-Signature Provisioning & Consent. NEOGOV E-Forms and other electronically signed services ("E-Signatures") are
provided by NEOGOV for two counterparties (generally a government employer (the "sending party") subscribing to
NEOGOV Services and Personnel or Job Seekers) to electronically sign documents. If you use E-Signatures offered by
NEOGOV, you agree to the statements set forth in this Section. Whenever you sign a document using E-Signatures you
affirmatively consent to using electronic signatures via the E-Signatures and consent to conducting electronic business
transactions. You also confirm that you are able to access the E-Signatures and the document you are signing
electronically. When using E-Signatures for a document, your consent applies only to the matter(s) covered by that
particular document.
b) Right to Opt -Out of E-Signatures. You are not required to use E-Signatures or accept electronic documents provided
thereby. Personnel and Job Seekers can choose to not use E-Signatures and may sign the document manually instead by
notifying the sending party they are choosing to do so and by obtaining a non -electronic copy of the document. NEOOGV
assumes no responsibility for providing non -electronic documents. In the event a non -sending party elects to sign the
document manually, do not use E-Signatures to sign the document.
c) Electronic Download. If you have signed a document electronically using E-Signatures and transmitted it back to the
sending party, NEOGOV provides the opportunity to download and print a paper copy of the document at no charge. If
you later withdrawn your consent to using E-Signatures, please notify the sending party and stop using E-Signatures.
Note that the decision to stop using E-Signatures after you have already used it does not change the legality of the
documents you have previously signed using an electronic signature.
d) E-Signature Validity. PLEASE NOTE THAT NEOGOV'S STATEMENTS CONTAINED HEREIN OR ELSEWHERE
CONCERNING THE VALIDITY OF ELECTRONIC DOCUMENTS AND/OR THE SIGNATURE LINES OF
DOCUMENTS THAT ARE ELECTRONICALLY SIGNED ARE FOR INFORMATIONAL PURPOSES ONLY;
THEY SHOULD NOT BE CONSTRUED AS LEGAL ADVICE. UNDER FEDERAL AND STATE LAWS
GOVERNING ELECTRONIC SIGNATURES, ELECTRONIC SIGNATURES ON CERTAIN TYPES OF
AGREEMENTS ARE NOT ENFORCEABLE. NEOGOV HEREBY DISCLAIMS ANY RESPONSIBILITY FOR
ENSURING THAT DOCUMENTS ELECTRONICALLY SIGNED THROUGH E-SIGNATURE'S ARE VALID OR
ENFORCEABLE UNDER THE LAWS OF THE UNITED STATES OF AMERICA, ANY PARTICULAR STATE,
OR ANY OTHER LEGAL JURISDICTION. YOU SHOULD CONSULT WITH LEGAL COUNSEL CONCERNING
THE VALIDITY OR ENFORCEABILITY OF ANY DOCUMENT YOU MAY SIGN ELECTRONICALLY USING
NEOGOV'S E-SIGNATURE'S.
17. Relay of Content. NEOGOV relays content including, but not limited to, resumes, cover letters, applications, messages,
questionnaire answers, responses, offer letters, and other materials. You acknowledge that you are asking NEOGOV to send
this content on your behalf. We process, monitor, review, store, and analyze such content for data analysis, quality control,
enforcement of the Terms of Use, security, content moderation, and to improve the SaaS Applications. As a result, or due to
technical malfunction, in certain circumstances such content may be delayed or may not be delivered to the intended recipient.
NEOGOV may notify you in such an event.
18. Text Message Communications. NEOGOV may offer Job Seekers and Personnel the opportunity to receive text messages
regarding job application or hiring process reminders, applicant status updates, or other human resource related notices. Since
these text message services depend on the functionality of third -party providers, there may be technical delays on the part of
those providers. NEOGOV may make commercially reasonable efforts to provide alerts in a timely manner with accurate
information, but cannot guarantee the delivery, timeliness, or accuracy of the content of any alert. NEOGOV shall not be liable
for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions
taken or not taken by you or any third party in reliance on an alert. NEOGOV cannot vouch for the technical capabilities of
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any third parties to receive such text messages. NEOGOV MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY
KIND, EXPRESS, STATUTORY, OR IMPLIED AS TO: (i) THE AVAILABILITY OF TELECOMMUNICATION
SERVICES; (ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION
SERVICES; AND (iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT
ANY DATA, COMMUNICATIONS, OR SETTINGS CONNECTED WITH THE SERVICES.
19. Taxes. Customer will pay all taxes, duties and levies imposed by all federal, state, and local authorities (including, without
limitation, export, sales, use, excise, and value-added taxes) based on the transactions or payments under this Agreement,
except those taxes imposed or based on NEOGOV's net income or those exempt by applicable state law. Customer shall
provide NEOGOV with a certificate or other evidence of such exemption with ten (10) days of NEOGOV's request therefor.
20. Cooperative Agreement. As permitted by law, it is understood and agreed by Customer and NEOGOV that any government
entity other than Customer (the "New Entity") may purchase the services specified herein in accordance with the terms and
conditions of this Agreement. It is also understood and agreed that each New Entity will establish its own contract with
NEOGOV, be invoiced therefrom and make its own payments to NEOGOV in accordance with the terns of the contract
established between the New Entity and NEOGOV. With respect to any purchases by a New Entity pursuant to this Section,
Customer: (i) shall not be construed as a dealer, re -marketer, representative, partner or agent of any type of NEOGOV, or such
New Entity; (ii) shall not be obligated, liable or responsible for any order made by New Entities or any employee thereof
under the agreement or for any payment required to be made with respect to such order; and (iii) shall not be obliged, liable
or responsible for any failure by any New Entity to comply with procedures or requirements of applicable law or to obtain the
due authorization and approval necessary to purchase under the agreement. Termination of this Agreement shall in no way
limit NEOGOV from soliciting, entering into, or continuing a contractual relationship with any New Entity.
21. Publicity. Each party hereto may advertise, disclose, and publish its relationship with the other party under this Agreement.
22. Authority. Each party represents and warrants to the other party that (i) it has full power and authority under all relevant laws
and regulations and is duly authorized to enter into this Agreement; and (ii) to its knowledge, the execution, delivery and
performance of this Agreement by such party does not conflict with any agreement, instrument or understanding, oral or
written, to which it is a party or by which it may be bound, nor violate any law or regulation of any court, governmental body
or administrative or other agency having jurisdiction over it.
23. Force Majeure. NEOGOV shall not be liable for any damages, costs, expenses or other consequences incurred by Customer
or by any other person or entity as a result of delay in or inability to deliver any Services due to circumstances or events
beyond NEOGOV's reasonable control, including, without limitation: (a) acts of God; (b) changes in or in the interpretation
of any law, rule, regulation or ordinance; (c) strikes, lockouts or other labor problems; (d) transportation delays; (e)
unavailability of supplies or materials; (f) fire or explosion; (g) riot, military action or usurped power; or (h) actions or failures
to act on the part of a governmental authority.
24. Assignment. Customer may not assign this Agreement without the express written approval of NEOGOV and any attempt at
assignment in violation of this Section shall be null and void.
25. Entire Agreement; Amendment. This Services Agreement and documents incorporated herein (including all Service
Specifications and Schedules), the applicable Ordering Document, and Special Conditions (if any) constitute the entire
agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous oral and
written statements of any kind whatsoever made by the parties with respect to such subject matter. "Special Conditions" means
individually negotiated variations, amendments and/or additions to this Service Agreement of which are either drafted, or
incorporated by reference, into the Ordering Document. Any Customer proposal for additional or different terms, or Customer
attempt to vary in any degree any of the terms of this Agreement is hereby objected to and rejected but such proposal shall not
operate as a rejection of this Service Agreement and Ordering Document unless such variances are in the terms of the
description, quantity, or price but shall be deemed a material alteration thereof, and this Service Agreement and the applicable
Ordering Document shall be deemed accepted by the Customer without said additional or different terms. It is expressly agreed
that the terms of this Agreement and any NEOGOV Ordering Document shall supersede the terms in any non-NEOGOV
purchase order or other ordering document. Notwithstanding the foregoing, any conflict of terms shall be resolved by giving
priority in accordance with the following order: 1) Special Conditions (if any), 2) NEOGOV Ordering Document, 3) the
applicable NEOGOV Services Agreement, Service Specifications, Schedules, and other incorporated documents, 4) Customer
terms and conditions (if any). This Agreement supersedes the terms and conditions of any clickthrough agreement associated
with the Services. This Agreement may not be modified or amended (and no rights hereunder may be waived) except through
a written instrument signed by the party to be bound.
26. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Customer's State of
residence, without giving effect to conflict of law rules.
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27. Severability. If any provision of this Agreement is held to be illegal or unenforceable, such provision shall be limited or
eliminated to the minimum extent necessary so that the remainder of this Agreement will continue in full force and effect.
28. Survival. Provisions that survive termination or expiration are those relating to limitation of liability, payment, and others
which by their nature are intended to survive.
29. Independent Contractor; Third Party Agreements. The relationship of the parties shall be deemed to be that of an independent
contractor and nothing contained herein shall be deemed to constitute a partnership between or a joint venture by the parties
hereto or constitute either party the employee or agent of the other. Customer acknowledges that nothing in this Agreement
gives Customer the right to bind or commit NEOGOV to any agreements with any third parties. This Agreement is not for
the benefit of any third party and shall not be deemed to give any right or remedy to any such party whether referred to herein
or not.
30. Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed to have
been duly given either when personally delivered, one (1) business day following delivery by recognized overnight courier or
electronic mail, or three (3) business days following deposit in the U.S. mail, registered or certified, postage prepaid, return
receipt requested. All such communications shall be sent to (i) Customer at the address set forth in the Ordering Document
and (ii) NEOGOV at 300 Continental Blvd., Suite 565, El Segundo, CA 90245.
31. Waiver. The waiver, express or implied, by either party of any breach of this Agreement by the other party will not waive any
subsequent breach by such party of the same or a different kind.
32. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but
all of which taken together shall constitute one and the same instrument. Delivery of a copy of this Agreement bearing an
original signature by facsimile transmission, by electronic mail or by any other electronic means will have the same effect as
physical delivery of the paper document bearing the original signature.
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