Backup Documents 05/28/2024 Item #16E 4 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP RECEIVED
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO MAY 3 4.2024
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the ggMMellt
Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney
Office no later than Monday preceding the Board meeting.
**NEW** ROUTING SLIP
Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with
the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office.
Route to Addressee(s) (List in routing order) Office Initials Date
1. Risk Risk Management 5130/
2. County Attorney's Office County Attorney Office 521)P4
4. BCC Office Board of County
Commissioners CN/'y/j s/ 6/3 Act
4. Minutes and Records Clerk of Court's Office
olls191/
5. Procurement Services Procurement Services
PRIMARY CONTACT INFORMATION
Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event
one of the addressees above may need to contact staff for additional or missing information.
Name of Francheska Correa/ Contact Information 239-252-6020
Primary Staff Procurement
Contact/
Department
Agenda Date May 28, 2024 Agenda Item Number 16.E.4.
Item was
Approved by
the BCC
Type of Agreement Number of Original Documents 1
Document Attached
Attached
PO number or N/A 24-037-NS-WV GOVERNMENTJOBS.COM,
account number GOVERNMENTJOBS.COM, INC. dba NEOGOV
if document is INC. dba NEOGOV
to be recorded
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not
appropriate. (Initial) Applicable)
1. Does the document require the chairman's original signature STAMP OK N/A
2. Does the document need to be sent to another agency for additional signatures? If yes, N/A
provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet.
3. Original document has been signed/initialed for legal sufficiency. (All documents to be FC
signed by the Chairman,with the exception of most letters,must be reviewed and signed
by the Office of the County Attorney.
4. All handwritten strike-throughs and revisions have been initialed by the County Attorney's N/A
Office and all other parties except the BCC Chairman and the Clerk to the Board
5. The Chairman's signature line date has been entered as the date of BCC approval of the FC
document or the fmal negotiated contract date whichever is applicable.
6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's FC
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip N/A
should be provided to the County Attorney's Office at the time the item is input into SIRE.
Some documents are time-sensitive and require forwarding to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be aware of your deadlines!
8. The document was approved by the BCC on May 28,2024 and all changes made N/A is not
during the meeting have been incorporated in the attached document. The County Sits/nlj an option for
Attorney's Office has reviewed the changes,if applicable. J 1 this line.
9. Initials of attorney verifying that the attached document is the version approved by the L N/A is not
BCC,all changes directed by the BCC have been made,and the document is ready for the , 'T/AJ an option for
Chairman's signature. this line.
DocuSign Envelope ID:39D53CF7-2BC4-4155-B41A-8D245E64418B 1 6 E 4
COLLIER COUNTY NON-STANDARD AGREEMENT #24-037-NS-WV
FOR
"Recruitment and Applicant Tracking Software Tool"
BETWEEN
COLLIER COUNTY
AND
GO VERNMENTJOBS.COM, INC.
D/B/A
NEOGOV
ATTACHED:
1. NEOGOV ORDER FORM
2. NEOGOV SERVICES AGREEMENT -V071423
Human Resources Division
3303 Tamiami Trail East
Naples, Florida 34112
Point of Contact:
Alberto Rodriguez, Manager
Phone: 239-252-8068
Email: Galberto.rodriguez@colliercountyfl.gov
DocuSign Envelope ID:39D53CF7-2BC4-4155-B41A-8D245E64418B 1
6 E 4
N EOGOVTM
NEOGOV ORDER FORM
NEOGOV: Customer Name&Address:
Count of Collier, FL
GovernmentJobs.com, INC. (dba"NEOGOV')
2120 Park Place, Suite 100
El Segundo, CA 90245
billing( neogov.com
Quote Creation Date: 5/21/2024 Contact
Name:
Quote Expiration Date: 130 days from Quote Creation I Contact Email: renewals@colliercountyfl.gov
Payment Terms I Annual. Net 30 from NEOGOV invoice. FTE: 1975 PT E: 37 Seasonal:30
Subscription Start Date: 06/06/2024 I
Subscription Term(months): 36
Fee Summary
Service Description Term I Term Fees
Insight Enterprise Subscription(IN) 06/06/2024-06/05/2025 $24,543.52
Onboard Subscription(ON) 06/06/2024-06/05/2025 $25,495.17
Single Sign-On Integration 06/06/2024-06/05/2025 $1,600.94
2024-2025 Total: $51,639.63
Insight Enterprise Subscription(IN) 06/06/2025-06/05/2026 $28,418.84
Onboard Subscription(ON) 06/06/2025-06/05/2026 $26,876.34
Single Sign-On Integration 06/06/2025-06/05/2026 $2,076.69
2025-2026 Total: $57,371.87
Insight Enterprise Subscription(IN) 06/06/2026-06/05/2027 $32,294.16
Onboard Subscription(ON) 06/06/2026-06/05/2027 $28,257.51
Single Sign-On Integration 06/06/2026-06/05/2027 $2,552.44
2026-2027 Total: $63,104.11
Total: $172,115.61
A. Terms and Conditions
1.Agreement. This Ordering Document and the Services purchased herein are expressly conditioned upon the acceptance by
Customer of the terms of the NEOGOV Services Agreement either affixed hereto or the version most recently published prior
to execution of this Ordering Form available at https://wwV.neociov.com/service-specifications. Unless otherwise stated, all
capitalized terms used but not defined In this Order Form shall have the meanings given to them in the NEOGOV Services
Agreement.
2.Effectiveness &Modification. The Effective Date shall be the Subscription Start Date. This Order Form may not be modified
or amended except through a written instrument signed by the parties.
3.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.
4.Order of Precedence. This Ordering Document shall take precedence in the event of direct conflict with the Services
Agreement,applicable Schedules,and Service Specifications.
B.Special Conditions(if any).
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DocuSign Envelope ID:39D53CF7-2BC4-4155-B41A-8D245E64418B 1 6 E 4
NEOGOV 'M
IN WITNESS WHEREOF,this Order has been executed by such party's duly authorized signatory as of the date set forth below,and
such duly authorized signatory consents to the Agreement.
Customer Governmentjobs.com, Inc. (DBA "NEOGOV")
Entity Name:
Al•Akit(
Signature:
Chris Hall, Chairman
Date:
ATTEST
CRYSTAL 4-' 1,CLERK
. 4 BY: � ./ O' •
Att s,as to Chairman's
.s *nature only
ovcd as to for an legality
AsSlstdt t County Attorney ors sliA
2
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DocuSign Envelope ID:39D53CF7-2BC4-4155-B41A-8D245E64418B 1 6 E 4
N E( GQv T" PowerDMS
Digital Management Software
A NEOOOV Company
SERVICES AGREEMENT
V 071423
This Agreement is entered into between Governmentjobs.com, Inc. DB/A NEOGOV, a Foreign Profit Corporation,
with principal address at 2120 Park Place, El Segundo, CA 90245 and Collier County, a political subdivision of the
State of Florida(collectively the"Parties")(collectively,the"Parties").
You agree that by placing an order through a NEOGOV standard ordering document such as an "Order Form",
"Service Order," "Ordering Document," "SOW" or other document mutually agreed by the parties detailing the
services,pricing and subscription term(each,an"Order Form"for purposes of this Agreement),you agree to follow
and be bound by the terms and conditions set forth herein. "Governmentjobs.com", "NEOGOV", "we", and "our"
means Governmentjobs.com, Inc. (DB/A/NEOGOV), for and on behalf of itself and its subsidiaries PowerDMS,
Inc.,Cuehit,Inc.,Ragnasoft LLC(DB/A/PlaniT Schedule),and Design PD,LLC(DB/A Agency360)(collectively,
"NEOGOV" and, where applicable, its other affiliates; "Customer", "you", "your" means Collier County, the
NEOGOV client,customer,and/or the subscriber identified in the Order Form.
"Services Agreement" or the "Agreement" shall be used to collectively refer to Collier County Non-Standard
Agreement#24-037-NS,this NEOGOV Services Agreement,documents incorporated herein including the applicable
Order Form, each Addendum(as applicable), and Special Conditions(if any)."Addendum"means each Addendum
set forth either as an Exhibit hereto or otherwise made available at https://www.neogov.com/service-specifications
(the"NEOGOV Site") and, as applicable, made a part of this Agreement. "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 Order Form.
1. Provision of Services.Subject to the terms of this Agreement NEOGOV hereby agrees to provide Customer with
access to its SaaS Applications and Professional Services(each defined below)included or ordered by Customer
in the applicable Order Form (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 earlier of: (i)date of your signature on an applicable Order Form;or(ii)use of
the Services commences (the "Effective Date"). The Agreement supersedes any prior and contemporaneous
discussions,agreements or representations and warranties.
2. SaaS Subscription.
a) Subscription Grant."SaaS Applications"means each proprietary NEOGOV web-based software-as-a-service
application that may be set forth on an Order Form and subsequently made available by NEOGOV to
Customer, and associated components as described in any written service specifications made available to
Customer by NEOGOV (the "Service Specifications"). 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(i)onboard,access and
use,and to permit Authorized Users to onboard,access and use,the SaaS Applications specified in the Order
Form solely for Customer's internal,non-commercial purposes;(ii)generate,print, and download Customer
Data as may result from any access to or use of the SaaS Applications;and(iii)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 (1) Customer employees, agents, contractors, consultants
("Personnel") who are authorized by Customer to access and use the Services under the rights granted to
Customer pursuant to this Services Agreement and(2)for whom access to the Services has been purchased
hereunder. You shall not exceed the usage limits(if any)as detailed in the user tier in the applicable Order
Form.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. You shall be
responsible for each Authorized User's access to and use of the SaaS Applications and compliance with
applicable terms and conditions of this Agreement.
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DocuSign Envelope ID:39D53CF7-2BC4-4155-B41A-8D245E64418B 1 6 E 4
NEOGOVIW PUwerDMS
Digital Management Software
ANEOOOV Company
b) Subscription Term. Unless otherwise specified in an applicable Order Form, 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 parry's intention
to not renew the SaaS Subscriptions, or unless terminated earlier in accordance with this Agreement. The
Term for the Services is a continuous and non-divisible commitment for the full duration regardless of any
invoice schedule. 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.
3. Customer Responsibilities. Customer will not,and will ensure its Authorized Users do not(a)make any of the
Services available to anyone other than Authorized Users or use any Services for the benefit of anyone other than
Customer and its Authorized Users, unless otherwise agreed in writing by the parties, (b) sell, resell, license,
sublicense, distribute, make
available, rent or lease any of the Services, or include any of the Services in a service bureau or outsourcing
offering, unless otherwise agreed in writing by the parties, (c) use the Services to store or transmit infringing,
libelous,or otherwise unlawful or tortious material,or to store or transmit material in violation of the privacy rights,
publicity rights,copyright rights,or other rights of any person or entity, (d)use the Services to store or transmit
code,files,scripts,agents or programs intended to do harm,including,for example,viruses,worms,time bombs
and Trojan horses, (e) interfere with or disrupt the integrity or performance of the Services (including, without
limitation, activities such as security penetration tests, stress tests, and spamming activity), (f) attempt to gain
unauthorized access to the Services or its related systems or networks, (g) disassemble, reverse engineer, or
decompile the Services, or modify, copy, or create derivative works based on the Services or any part, feature,
function or user interface thereof,(h)remove the copyright,trademark,or any other proprietary rights or notices
included within NEOGOV Intellectual Property and on and in any documentation or training materials,or(i)use
the Services in a manner which violates the terms of this Agreement,any Order Form or any applicable laws.
4. Professional Services. "Professional Services" shall mean professional services purchased by Customer as
detailed in an applicable Order Form or NEOGOV Scope of Work(SOW)describing the work to be performed,
fees, and any applicable milestones, dependencies, and other technical specifications or related information.
Professional Services may include training, implementation, and best practices of and concerning the SaaS
Applications. Professional Services are subject to the terms of the Professional Services Addendum made available
on the NEOGOV Site and made a part hereof and may be subject to additional terms pursuant to an SOW and
Service Specifications describing, if applicable, 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
Customer before NEOGOV shall commence work. If Customer executes a separate SOW, this Agreement and
documents incorporated herein (including but not limited to the Professional Services Addendum) shall control
in the event of a conflict with the terms of the SOW.All Professional Services purchased by Customer must be
utilized within twelve(12)months of the date of the applicable Order Form or SOW.
5. Payment Terms.
a) Fees. Customer shall pay all Subscription,Onboarding and Set-Up fees("Subscription Fees")and
Professional Service fees("Professional Service Fees",collectively the"Fees")as set forth in an Order
Form within thirty(30)days of the date of NEOGOV's invoice.Fees shall be invoiced annually in advance
and in a single invoice for each Term. Unless explicitly stated otherwise in an Order Form,all payments
due under an Order Form are expressed in and shall be paid in U.S.dollars. Invoices shall be delivered to
the stated"Bill To"party on the Order Form.Unless explicitly provided otherwise,once placed the Order
Form is non-cancellable and sums paid nonrefundable. Payments are due upon receipt of a proper invoice
and in compliance with Chapter 218,Fla. Stats.,otherwise known as the"Local Government Prompt
Payment Act."Any late fees shall be pursuant to Section 218.74,Fla. Stat.If any amount owing by
Customer is more than 30 days overdue,NEOGOV may,without limiting its other rights and remedies,
suspend the Services until such amounts are paid in full. If Subscription Fees are based upon the Authorized
User or employee count as may be specified in an Order Form,Customer shall owe NEOGOV
supplemental Subscription Fees to the extent Customer exceeds the number of Authorized Users or
employees set forth in the Order Form. Except as otherwise specifically stated in the Order Form,
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DocuSign Envelope ID:39D53CF7-2BC4-4155-B41A-8D245E64418B 1 6 E 4
NEOGOV PUwerDMS
Digital Management Software
AN4000V Comprry
NEOGOV may change the charges for the Services with effect from the start of each Renewal Term by
providing Customer with new pricing at least thirty(30)day notice prior to commencement of a Renewal
Term.The new pricing shall be deemed to be effective if Customer(a)returns an executed Order Form to
NEOGOV,(b)remits payment to NEOGOV of the fees set forth in the invoice referencing the new pricing,
or(c)the Customer or any of its Authorized Users access or use the Services after the expiration of the
previous Term.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 within ten(10)days after the Effective Date of this Agreement and
thereafter upon NEOGOV's request therefor.Collier County,Florida as a political subdivision of the State
of Florida,is exempt from the payment of Florida sales tax to its Contractors under Chapter 212,Florida
Statutes.Collier County certificate of exemption#85-8015966531C-I.
b) Purchase Orders. Any reference to a purchase order in an Order Form or any associated invoice is
solely for Customer's convenience in record keeping,and no such reference or any delivery of services to
Customer following receipt of any purchase order shall be deemed an acknowledgement of or an agreement
to any terms or conditions referenced or included in any such purchase order.If a purchase order is delivered
by Customer in connection with the purchase of Services,none of the terms and conditions contained in
such purchase order shall have any effect or modify or supersede the terms and conditions of this
Agreement.NEOGOV's failure to object to terms contained in any such purchase order shall not be a
waiver of the terms set forth in this provision or in this Agreement.
6. Term and Termination.
a) Term. This Agreement shall commence on the Effective Date for a period of three(3)years and may renew
for an additional three(3)year period upon written approval of the Parties.
b) 'Termination for Cause; Effect of Termination. 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 pose a security risk to the Services,NEOGOV or any third party,or become illegal or contrary to
any applicable law,rule,regulation,or public policy.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, following 90 days after expiration or termination of the Agreement NEOGOV may remove
Customer Data from NEOGOV Services and without Customer consent or notice.
7. Audit Rights. Upon reasonable notice,NEOGOV or its agent shall have the right to audit Customer's records
relating to its compliance with this Agreement. Customer shall cooperate fully with this audit. If any audit
conducted under this Section indicates that any amount due to NEOGOV was underpaid,Customer shall within
three(3)business days pay to NEOGOV the amount due.All expenses associated with any such audit shall be paid
by NEOGOV unless the audit reveals underpayment in excess of five percent(5%),in which case Customer shall
pay such expenses as well as any amount due to NEOGOV.
8. Maintenance;Modifications;Support Services.
a) Maintenance,Updates,Upgrades.NEOGOV maintains NEOGOV's hardware and software infrastructure for
the Services and is responsible for maintaining the NEOGOV server operation and NEOGOV database
security. 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
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DocuSign Envelope ID:39D53CF7-2BC4-4155-B41A-8D245E64418B 1 6 E 4
N EOGOV ' PUwerDMS
Digital Management Software
ANEOOOVCaaprry
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 maybe necessary to use or access
the Services due to a modification,Update,or Upgrade of the Services.
b) Program Documentation:Training Materials."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. 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.
c) Implementation. For Services requiring implementation, NEOGOV implementation supplements the
Training Materials and is conducted off-site unless otherwise agreed in the Order Form. For an additional
fee as detailed on an applicable Order Form,NEOGOV personnel will provide consultation on best practices
for setting up the Services, answer Customer questions during the implementation period, and use
commercially reasonable efforts to ensure Authorized User Admins grasp the system. The length of the
implementation time is dependent on the type of Service and the Customer's responsiveness.NEOGOV is
not responsible or liable for any delay or failure to perform implementation caused in whole or in part by
Customer's delay in performing its obligations hereunder and,in the event of any such delay,NEOGOV may,
in its sole discretion,extend all performance dates as NEOGOV deems reasonably necessary.
d) Support. Phone support for the Services is available to Customer Monday through Friday, excluding
NEOGOV holidays.Customer may submit a request for online support for the Services 24 hours a day,seven
days a week, and the NEOGOV support desk will acknowledge receipt of the request within a reasonable
time.The length of time for a resolution of any problem is dependent on the type of case.
e) Limitations.Unless otherwise specified in the Order Form,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 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 owns all right,title, and interest in and to
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DocuSign Envelope ID:39D53CF7-2BC4-4155-B41A-8D245E64418B 1 6 E 4
NEOGOVIW PUwerDMS
Digital Management Software
A NEOGOV Company
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. NEOGOV reserves the right to
delete or disable Customer Data stored,transmitted or published by Customer using the Services upon receipt
of a bona fide notification that such content infringes upon the intellectual property rights of others, or if
NEOGOV,otherwise reasonably believes any such content is in violation of this Agreement.
b) Platform Data. "Platform Data"shall mean any anonymized data reflecting the access to or use of the Services
by or on behalf of Customer or any user,including statistical or other analysis and performance information
related to the provision and operation of the Services including any end user visit, session, impression,
clickthrough or click stream data,as well as log,device, transaction data, 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. Customer acknowledges NEOGOV may compile Platform Data based on
Customer Data input into the Services.Customer agrees that NEOGOV may use Platform Data to the extent
and in the manner permitted under applicable law. Such anonymized data neither identifies Customer or its
users,nor can Customer or any its users can be derived from such data.
c) Data Processing Agreement. To the extent Customer uses the Services to target and collect personal
information from users located in the European Union,European Economic Area,or Switzerland(the"EU")
or the United Kingdom ("UK"), or has Authorized Users accessing the Services from the EU or UK, the
terms of the NEOGOV Data Processing Addendum("DPA")made available on the NEOGOV Site is hereby
incorporated herein by reference and made part of this Agreement.
d) Data Responsibilities.
i) NEOGOV will maintain administrative,physical,and technical safeguards for protection of the security,
confidentiality and integrity of the Customer Data.Those safeguards will include,but will not be limited
to, measures for preventing access, use, modification or disclosure of Customer Data by NEOGOV
personnel except
(a) to provide the Services and prevent or address service or technical problems, (b) as compelled by
applicable law,or(c)as Customer expressly permits in writing.Customer acknowledges and agrees that
it is commercially reasonable for NEOGOV to rely upon the security processes and measures utilized by
NEOGOV's cloud infrastructure providers.
ii) Customer is solely responsible for the development, content, operation, maintenance, and use of
Customer Data, including but not limited to compliance with applicable laws. NEOGOV will have no
responsibility or liability for the accuracy of the Customer Data prior to receipt of such data into the
Services. Without limiting the foregoing,Customer shall be solely responsible for and shall comply with
all applicable laws and regulations relating to(a)the accuracy and completeness of all information input,
submitted, or uploaded to the Services, (b) 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(c)the collection,use,modification,alteration, extraction, retention,
copying, external storage, disclosure, transfer, disposal, and other processing of any Customer Data.
NEOGOV is not responsible for lost data caused by the action or inaction of Customer or Authorized
Users.Unless
otherwise mutually agreed in writing,Customer shall not maintain any financial,health,payment card,
or similarly sensitive data that imposes specific data security or data protection obligations within the
Services.Customer shall provide and institute all appropriate tools and procedures required to ensure the
security of its own information system and, more specifically, to prevent, detect and destroy the
occurrence of any viruses.
e) Breach Notice. NEOGOV will notify Customer of unauthorized access to, or unauthorized use, loss or
disclosure of Customer Data within its custody and control (a "Security Breach") within 72 hours of
NEOGOV's confirmation of the nature and extent of the same or when required by applicable law,whichever
is earlier.Each party will reasonably cooperate with the other with respect to the investigation and resolution
of any Security Breach.If applicable law or Customer's policies require notification of its Authorized Users
or others of the Security Breach,Customer shall be responsible for such notification.
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DocuSign Envelope ID:39D53CF7-2BC4-4155-B41A-8D245E64418B
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NEOGOVW PUwerDMS
Digital Management Software
ANE000V Company
f) Data Export,Retention and Destruction. Customer may export or delete Customer Data from the Services at
any time during a Subscription Term,using the existing features and functionality of the Services.Customer
is solely responsible for its data retention obligations with respect to Customer Data. If and to the extent
Customer cannot export or delete Customer Data stored on NEOGOV's systems using the then existing
features and functionality of the Services, NEOGOV will, upon Customer's written request, make the
Customer Data available for export by Customer or destroy the Customer Data. If Customer requires the
Customer Data to be exported in a different format than provided by NEOGOV,such additional services will
be subject to a separate agreement on a time and materials basis.Except as otherwise required by applicable
law,NEOGOV will have no obligation to maintain or provide any Customer Data more than ninety(90)days
after the expiration or termination of this Agreement. Customer acknowledges that it is solely responsible
for determining any retention requirements with respect to the Customer Data as required by applicable law
and NEOGOV disclaims all liability in connection with such determination. In addition, to the extent
Customer requests that NEOGOV retain Customer Data beyond the expiration of the retention period
required by applicable law,rule or regulation,NEOGOV disclaims all liability in in connection with retaining
such Customer Data including but not limited to any claims related to loss or destruction of such Customer
Data.
11. Third Party Services.The Services may permit Customer and its Authorized Users to access services or content
provided by third parties through the Services("Third Party Services").Customer agrees that NEOGOV is not the
original source and shall not be liable for any inaccuracies contained in any content provided in any of the Third
Party Services. NEOGOV makes no representations, warranties or guarantees with respect to the Third Party
Services or any content contained therein. NEOGOV may discontinue access to any Third Party Services through
the Services if the relevant agreement with the applicable third party no longer permits NEOGOV to provide such
access.If loss of access to any Third Party Services(to which Customer has a subscription under this Agreement)
occurs during a Subscription Term, NEOGOV will refund to Customer any prepaid fees for such Third Party
Services covering the remainder of the Subscription Term.
12. Nondisclosure.
a) Definition of Confidential Information. "Confidential Information" means all information disclosed by a
party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is
designated as confidential or that reasonably should be understood to be confidential given the nature of the
information and the circumstances of disclosure.Customer's Confidential Information includes its Customer
Data.NEOGOV Confidential Information includes the NEOGOV Intellectual Property and the Services.The
Confidential Information of each party includes the terms and conditions of this Agreement and all Order
Forms(including pricing), as well as business and marketing plans, technology and technical information,
product plans and designs, and business processes disclosed by such party. However, Confidential
Information does not include any information that(a) is or becomes generally known to the public without
breach of any obligation owed to the Disclosing Party, (b)was known to the Receiving Party prior to its
disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is
received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was
independently developed by the Receiving Party.
b) Obligations.The Receiving Party will:(i)use the same degree of care it uses to protect the confidentiality of
its own confidential information of like kind(but not less than reasonable care);(ii)not use any Confidential
Information of the Disclosing Party for any purpose outside the scope of this Agreement and(iii)except as
otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the
Disclosing Party to those of its employees and contractors who need access for purposes consistent with this
Agreement and who have signed confidentiality agreements with the Receiving Party containing protections
not less protective of the Confidential Information than those herein.
c) Exceptions.The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent
compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the
compelled disclosure(to the extent legally permitted)and reasonable assistance,at the Disclosing Party's cost,
if the Disclosing Party wishes to contest the disclosure.
d) Equitable Relief. The parties recognize and agree there is no adequate remedy at law for breach of the
provisions of the confidentiality obligations set forth in this Section 12,that such a breach would irreparably
6
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sj,
DocuSign Envelope ID:39D53CF7-2BC4-4155-B41A-8D245E64418B 1 6 E 4
NEOGOVTW PUwerDMS
Digital Management Software
ANEOOOVComv.nr
harm the Disclosing Party and the Disclosing Party is entitled to seek equitable relief(including, without
limitation,an injunction)with respect to any such breach or potential breach in addition to any other remedies
available to it at law or in equity.
13. Representations,Warranties,and Disclaimers.
a) Mutual Representations. 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.
b) Service Performance Warranty. NEOGOV warrants that it provides the Services using a commercially
reasonable level of care and skill and in a professional manner in accordance with generally recognized
industry standards for similar services.
c) 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.
d) 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 OR WITH
RESPECT TO ANY THIRD PARTY SERVICES.
e) No Medical Advice.Through certain Services,NEOGOV may make certain telehealth related information
available to Customer and/or facilitate user access to telemedicine,expert medical services,and/or emergency
medical services.NEOGOV is independent from healthcare providers who provide telemedicine services and
is not responsible for such healthcare providers'acts,omissions or for any content or communications made
by them. The Services do not provide medical advice and do not create a healthcare provider/patient
relationship between Customer and NEOGOV or otherwise. Any Services, or content accessed from the
Services, are for informational purposes only and do not constitute medical advice. Customer should seek
professional medical advice, diagnosis, and/or treatment for any and all medical conditions, whether as a
result of using Services or otherwise.NEOGOV IS NOT RESPONSIBLE OR LIABLE FOR ANY ADVICE,
COURSE OF TREATMENT,DIAGNOSIS OR ANY OTHER TREATMENT OR INFORMATION THAT
CUSTOMER OR ITS USERS MAY OBTAIN THROUGH THE USE OF THE SERVICES.
14. Indemnification.
a) Customer Indemnity. To the extent permitted by applicable law, Customer will defend and indemnify
NEOGOV from and against any claim,demand,suit or proceeding made or brought against NEOGOV(i)by
a third party alleging that any Customer Data infringes or misappropriates such third party's intellectual
property rights, (ii) in connection with Customer's violation of any applicable laws, or (iii) any claim or
allegation by any third party resulting from or related to Customer's or any of its Authorized User's breach
7 C'q0
DocuSign Envelope ID:39D53CF7-2BC4-4155-B41A-8D245E64418B 1 6 E 4
NEOGOVIW PUwerDMS
Digital Management Software
A HEOOOV Cor pang
of Section 3 of this Agreement.
b) NEOGOV Indemnity. Subject to subsections 14(b)(i)through 14(b)(iii)and 14(c)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.
i) 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.
ii) 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.
iii) Exclusive Remedy.This Section provides the exclusive remedy for any intellectual property infringement
claims or damages against NEOGOV.
c) Indemnification Procedures. In order to receive the indemnities described hereunder,the indemnified party
must: (i) promptly notify the indemnifying party, in writing, of any claim; (ii) cooperate reasonably with
indemnifying party, at the indemnifying party's expense, in the defense and/or settlement thereof; and(iii)
allow the indemnifying party to control the defense and/or settlement thereof except that the indemnifying
party may not,without the indemnified party's prior written consent,enter into any settlement that does not
unconditionally release the indemnified party from liability. The indemnified party shall have the right to
participate in any defense of a claim and/or to be represented by counsel of its own choosing at its own
expense,provided that ultimate control of such defense shall remain solely with the indemnifying party.
15. Limitations of Liability.
a) EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS
AGREEMENT OR ITS SUBJECT MA'TI'bR UNDER ANY LEGAL OR EQUITABLE THEORY,
INCLUDING BREACH OF CONTRACT, TORT(INCLUDING NEGLIGENCE), STRICT LIABILITY,
AND OTHERWISE, INCLUDING FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS,
REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR
LOSS, INTERRUPTION OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION OR
RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF
REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL, LOSS OF BUSINESS
OPPORTUNITY OR PROFIT,OR LOSS OF REPUTATION;OR(f)CONSEQUENTIAL,INCIDENTAL,
INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF
WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR
DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND
NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL
PURPOSE.
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DocuSign Envelope ID:39D53CF7-2BC4-4155-B41A-8D245E64418B 1 6 E 4
NEOGOVIW PVwerDMS
Digital Management Software
A NEOGOV Company
b) CAP ON MONETARY LIABILITY.EXCEPT FOR DAMAGES ARISING OUT OF LIABILITY WHICH
CANNOT BE LAWFULLY EXCLUDED OR LIMITED,OR CUSTOMER'S OBLIGATIONS TO MAKE
PAYMENT UNDER THIS AGREEMENT,THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY
FOR ANY AND ALL CLAIMS AGAINST THE OTHER PARTY UNDER THIS AGREEMENT,
WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING
NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL
NOT EXCEED THE AMOUNT OF ALL PAYMENTS ACTUALLY RECEIVED BY NEOGOV FROM
CUSTOMER IN CONNECTION WITH THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING
THE DATE OF THE EVENT INITIALLY GIVING RISE TO SUCH LIABILITY.THE EXISTENCE OF
ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT.
16. Reimbursement of Costs in Third Party Litigation.With respect to any litigation or other court proceeding involving
Customer and a third party, if any subpoena or other legally binding request related to such litigation or court
proceeding is served to NEOGOV requesting copies of documents maintained by NEOGOV or otherwise
requesting NEOGOV to appear as a witness in any capacity or provide testimony with respect to Customer's
documentation,Customer shall reimburse NEOGOV for its out-of-pocket costs associated with compliance with
such request, including but not limited to NEOGOV's reasonable attorneys' fees.
17. Text Message Communications. NEOGOV may offer 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 any third parties to receive such text
messages. To the extent you utilize text messaging features,NEOGOV shall not be responsible for your use of
such features,and you shall indemnify NEOGOV with respect to any damages resulting from your use including
but not limited any violations of applicable law. 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.
18. Publicity Except as otherwise required by law,regulation,or the party's internal requirements,neitherparty shall,
without the prior written consent of the other party, use in any advertising,publicity, or otherwise, the name,
trademark, logo, symbol, other image of the other party or any of its affiliates, departments, directors, officers,
employers,or agents.
19. Force Majeure. Except for Customer's payment obligations to NEOGOV, neither party shall be liable for any
damages,costs, expenses or other consequences incurred by the other party or by any other person or entity for
any act, circumstance, event, impediment or occurrence beyond such party'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;
(t)fire or explosion;(g)riot,pandemic,military action or usurped power;(h)actions or failures to act on the part
of a governmental authority; (i) internet service interruptions or slowdowns, vandalism or cyber-attacks, or (j)
any other cause beyond the reasonable control of such party.
20. Independent Contractor;No Third Party Beneficiary;Fulfillment Partners.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.NEOGOV
may designate any third-party affiliate, or other agent or subcontractor(each a"Fulfillment Partner"), without
notice to,or the consent of,Customer,to perform such tasks and functions to complete any Services.
q�/1
DocuSign Envelope ID:39D53CF7-2BC4-4155-B41A-8D245E64418B 1 6 E 4
N EOGOV w PUwerDMS
Digital Management Software
A NE000V CWnprry
21. Entire Agreement;Amendment;Addendum.This Services Agreement,the Addendum to this Service Agreement,
the Exhibits hereto, each Addendum (as may be applicable pursuant to the terms therein) and documents
incorporated herein, the applicable Order Form, 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.It is expressly
agreed that the terms of this Agreement and any NEOGOV Order Form 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
Order Form, 3)the NEOGOV Services Agreement, and 4)incorporated documents (including the Exhibits and
each applicable Addendum).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 parties to be bound. If you are subscribing for the HRIS
or PowerEngage Platform,you hereby specifically agree to the terms of the applicable Addendum set forth on the
NEOGOV Site.
22. General.
a) Governing Law and Venue.This Agreement shall be governed by and construed in accordance with the laws
of the state of Florida,without giving effect to conflict of law rules. Any legal action or proceeding relating
to this Agreement shall be instituted only in any state or federal court in Collier County,Florida.
b) 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. Provisions that survive termination or expiration are those relating to, without
limitation, accrued rights to payment, acknowledgements and reservations of proprietary rights,
confidentiality obligations,warranty disclaimers,and limitations of liability,and others which by their nature
are intended to survive.
c) 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 Order Form and (ii)NEOGOV at the address specified in the
applicable Order Form.
d) 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.
e) Electronic Delivery. Delivery of a copy of this Agreement or an Order Form bearing an original signature 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.
f) Assignment.Neither Party may assign this Agreement without the express written approval of the other.Any
attempt at assignment in violation of this Section shall be null and void. For purposes of clarity,any merger,
consolidation, or reorganization involving NEOGOV (regardless of whether NEOGOV is a surviving or
disappearing entity) will not be considered a transfer of rights, obligations, or performance under this
Agreement, and NEOGOV will not be obligated to provide notice or obtain consent from Customer.If as a
result of NEOGOV's assignment due to merger, acquisition, corporate reorganization or sale of all or
substantially all of its assets, the resultant entity is one with whom the Customer is unable to do business
because the resultant entity or its affiliates are(i)debarred,suspended,excluded or disqualified from doing
business with the Customer or the United States Government;(ii)listed on the Excluded Parties List System
maintained by the General Services Administration of the United States Government (found at
www.epls.gov);or(iii)a person with which U.S.persons are prohibited from transacting business of the type
contemplated by this Agreement or with which U.S.persons must limit their interactions to types approved
by the US Department of Treasury,Office of Foreign Assets Control(OFAC),such as by U.S.law,executive
order, trade embargo or restriction, economic sanction, or lists published by OFAC, the Customer may
terminate this Agreement without further obligation or penalty.
10 I L'
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DocuSign Envelope ID:39D53CF7-2BC4-4155-B41A-8D245E64418B 1
6 E 4
NEOGOVIW PUwerDMS
Digital Management Software
AN OOVcompany
g) Construction. The parties intend this Agreement to be construed without regard to any presumption or rule
requiring construction or interpretation against the party drafting an instrument or causing any instrument to
be drafted.The exhibits,addendum,schedules,attachments,and appendices referred to herein are an integral
part of this Agreement to the same extent as if they were set forth verbatim herein.
(Signature page to follow)
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DocuSign Envelope ID:39D53CF7-2BC4-4155-B41A-8D245E64418B 1 6 E 4
N EOGOV PUwerDMS
Digital Management Software
A 14000V Company
IN WITNESS WHEREOF,the Parties have executed this Agreement on the date and year first written above by an
authorized person or agent.
ATTEST:
Crystal K.Kinzel,Clerk of the Circuit BOARD OF COUNTY COMMISSIONERS
Court and Comptroller COLLIER COUNTY,FLORIDA
By: - By:
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Dated: -
(SEAL) (;:A st as •Chairtiian's
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Contractor's Witnesses: CONTRACTOR:
Governmentjobs.com,Inc.
DB/A NEOGOV DocuSigned by:
[ OYOFirst Witness By: tti (,el,t w, ,tom S
BU/tlh/b}-4/5/4A4
Signature ...
Aaron Coleman coo
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Second Witness
5/28/2024
Date
TType/print witness nameT
A oved as to d Legality:
41--t Z
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Deputy County Attorney
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DocuSign Envelope ID:39D53CF7-2BC4-4155-B41A-8D245E64418B
16E4
NEOGOVIW PUwerDMS
Digital Management Software
A NEOGOV Companry
Exhibit A
Government Customer
Addendum
If Customer is a Government Customer,the following Government Customer Addendum("Government Addendum")
forms part of the Services Agreement,and in the case of any conflict or inconsistency between the terms and provisions
of this Addendum and any other provision of the Services Agreement,the terms of this Government Addendum shall
control. For purposes hereof,a"Government Customer" means a Customer which is a (a) U.S. Federal agency, (b)
state government, agency, department,or political subdivision(including a city,county or municipal corporation),or
(c)instrumentality of any of the foregoing(including a municipal hospital or municipal hospital district,police or fire
department,public library,park district,state college or university,Indian tribal economic development organization,or
port authority).
1. Applicability. The provisions of this Addendum shall apply only if Customer is a Government Customer
under the Services Agreement.
2. Termination for Non-Appropriation of Funds. If Customer is subject to federal, state or local law which
makes Customer's financial obligations under this Services Agreement contingent upon sufficient
appropriation of funds by the applicable legislature (or other appropriate governmental body), and if such
funds are not forthcoming or are insufficient due to failure of such appropriation,then Customer will have
the right to terminate the Services Agreement at no additional cost and with no penalty by giving prior written
notice documenting the lack of funding.Customer will provide at least thirty(30)days advance written notice
of such termination. Customer will use reasonable efforts to ensure appropriated funds are available. It is
expressly agreed that Customer shall not activate this non-appropriation provision for its convenience or to
circumvent the requirements of this Agreement,but only as an emergency fiscal measure during a substantial
fiscal crisis, which affects generally its fiscal operations. If Customer terminates the Services Agreement
under this Section 2, Customer agrees not to replace the Services with functionally similar products or
services for a period of one year after the termination of the Services Agreement.
3. Indemnification. If Customer is prohibited by federal,state or local law from agreeing to hold harmless or
indemnify third parties,Section 14(a)and the indemnification provision included in Section 17 of the Services
Agreement shall not apply to Customer,to the extent disallowed by applicable law.
4. Open Records. If the Customer is subject to federal or state public records laws, including laws styled as
open records, freedom of information, or sunshine laws ("Open Records Laws") the confidentiality
requirements of Section 12 of the Services Agreement apply only to the extent permitted by Open Records
Laws applicable to the Customer. This Section is not intended to be a waiver of any of the provisions of the
applicable Open Records Laws, including,without limitation, the requirement for the Customer to provide
notice and opportunity for NEOGOV to assert an exception to disclosure requirements in accordance with
the applicable Open Records laws.
5. Cooperative Purchasing. As permitted by law,it is understood and agreed by Customer and NEOGOV that
any (i) federal, state, local, tribal, or other municipal government (including all administrative agencies,
departments,and offices thereof);(ii)any business enterprise in which a federal, state, local,tribal or other
municipal entity has a full, majority, or other controlling interest; and/or(iii) any public school (including
without limitation K-12 schools, colleges, universities, and vocational schools) (collectively referred to as
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 terms 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
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DocuSign Envelope ID:39D53CF7-28C4-4155-B41A-8D245E64418B 1 6 E 4
NEOGOV'" PUwerDMS
Digital Management Software
A NEOGOV Company
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. Any New Entity who purchases Services under this Section hereby represents that is has the
authority to use this Services Agreement for the purchase and that the use of the Services Agreement for the
purchase is not prohibited by law or procurement regulations applicable to the New Entity.
6. Subcontractors. For purposes of this Agreement, including any subsequent documentation requested by
Customer pursuant to this Agreement,the term"subcontractors"shall exclude subcontractors(i)who perform
routine software development and maintenance services which are not specific to the Customer, (ii)
subcontractors who will not have any access to Customer Data, and (iii) subcontractors who have access
to Customer Data solely within NEOGOV's or Customer's systems.
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NEOGOVIW PowerDMS
Digital Management Software
ANEOOOV Canpr/
ADDENDUM TO NEOGOV SERVICES AGREEMENT V071423
(the"Agreement")between GovernmentJobs.com,Inc.d/b/a Neogov and Collier County
COLLIER COUNTY ADDITIONAL TERMS AND CONDITIONS
For purposes of this Addendum, Collier County shall be identified as the "County" and
Governmentjobs.com,Inc.d/b/a Neogov shall be identified as the"Contractor"
1. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by
the Human Resources Division.
2. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or emailed
to the Contractor at the following:
Contractor Name: GOVERNMENTJOBS.COM,INC.D/B/A NEOGOV
Principal Address: 2120 Park Place
El Segundo,CA 90245
Attention Name&Title: Kortney DeWitt,Renewals Manager
Telephone: (407)550-1796
E-Mail(s): kdewitt(c�neogov.net/renewals@neogov.com
All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County
to:
COUNTY: Board of County Commissioners for Collier County, Florida
Division Name: Human Resources Division
Address: 3303 Tamiami Trail East
Naples,Florida 34112
Contract Administrator: Alberto Rodriguez,Manager
Telephone: (239)252-8068
E-Mail(s): Galberto.Rodriguez@col1iercountyfl.gov
The Contractor and the County may change the above mailing address at any time upon giving the
other party written notification. All notices under this Agreement must be in writing.
3. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color,
creed or national origin or any other class protected by federal or Federal law.
4. PUBLIC ENTITY CRIME: By its execution of this Agreement,the Contractor acknowledges to comply
with the terms of Section 287.133 of the Florida Statutes and inform the County of the conviction of a public
entity crime.
5. INSURANCE. The Contractor shall provide insurance as follows:
A. Commercial General Liability: Coverage shall have minimum limits of$1,000,000 Per Occurrence,
$3,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include
Premises and Operations; Independent Contractors; Products and Completed Operations and
Contractual Liability.
B. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance
with the applicable state and federal laws.
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NEOGOVIW PVwerDMS
Digital Management Software
NEOOOV Ce rpany
The coverage must include Employers'Liability with a minimum limit of$1,000,000 for each accident.
C.Errors&Omissions/Cyber Liability and Data Breach:$2,000,000 Per Limit.
Special Requirements: Collier County Board of County Commissioners shall be listed as the Certificate
Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General
Liability where required. This insurance shall be primary and non-contributory with respect to any other
insurance maintained by, or available for the benefit of,the Additional Insured and the Contractor's policy
shall be endorsed accordingly. The Certificate of Insurance must state the Contract Number, or Specific
Project Description or must read:For any and all work performed on behalf of Collier County.
Current,valid insurance policies meeting the requirement herein identified shall be maintained by Contractor
during the duration of this Agreement. The Contractor shall provide County with certificates of insurance
meeting the required insurance provisions. Renewal certificates shall be sent to the County within thirty(30)
days of Contractor's receipt of the certificate.
6. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and shall acquire no
interest, either direct or indirect, which would conflict in any manner with the performance of services
required hereunder. Contractor further represents that no persons having any such interest shall be employed
to perform those services.
7. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or
give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County
employee,as set forth in Chapter 112,Part III,Florida Statutes,Collier County Ethics Ordinance No.2004-
05,as amended, and County Administrative Procedure 5311. Violation of this provision may result in one
or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the
firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or
firm from doing business with the County for a specified period of time, including but not limited to:
submitting bids,RFP,and/or quotes;and,c.immediate termination of any Agreement held by the individual
and/or firm for cause.
8. COMPLIANCE WITH LAWS.By executing and entering into this Agreement,the Contractor is formally
acknowledging without exception or stipulation that it agrees to comply,at its own expense,with all federal,
state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this
Agreement,including but not limited to those dealing with the Immigration Reform and Control Act of 1986
as located at 8 U.S.C. 1324,et seq.and regulations relating thereto,as either may be amended,as well as the
requirements set forth in Florida Statutes, §448.095; taxation, workers' compensation, equal employment
and safety including,but not limited to,the Florida Public Records Law Chapter 119,including specifically
those contractual requirements at F.S. § 119.0701(2)(a)-(b)as stated as follows:
IT IS THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS
CONTRACT. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, IT SHOULD CONTACT THE CUSTODIAN OF PUBLIC
RECORDS AT:
Communications,Government&Public Affairs Division
3299 Tamiami Trail East,Suite 102
Naples,FL 34112-5746
Telephone: (239)252-8999
Email: PublicRecordRequest(a colliercountyll.gov
The Contractor must specifically comply with the Florida Public Records Law to:
1. Keep and maintain public records required by the public agency to perform the service.
2. Upon request from the public agency's custodian of public records,provide the public agency
with a copy of the requested records or allow the records to be inspected or copied within a
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NEOGOVTW PUwerDMS
Digital Management Software
A N[OOOY Csmprry
reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise
provided by law.
3. Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law for the duration of the
contract term and following completion of the contract if the Contractor does not transfer the
records to the public agency.
4. Upon completion of the contract,transfer,at no cost,to the public agency all public records in
possession of the Contractor or keep and maintain public records required by the public agency
to perform the service. If the Contractor transfers all public records to the public agency upon
completion of the contract, the Contractor shall destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure requirements. If the
Contractor keeps and maintains public records upon completion of the contract,the Contractor
shall meet all applicable requirements for retaining public records. All records stored
electronically must be provided to the public agency, upon request from the public agency's
custodian of public records, in a format that is compatible with the information technology
systems of the public agency.
If Contractor observes that the Contract Documents are at variance therewith,it shall promptly notify the County
in writing.Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this
Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately.
9. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement
to resolve disputes between the parties,the parties shall make a good faith effort to resolve any such disputes
by negotiation. The negotiation shall be attended by representatives of Contractor with full decision-making
authority and by County's staff person who would make the presentation of any settlement reached during
negotiations to County for approval. Failing resolution,and prior to the commencement of depositions in
any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the
dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida.
The mediation shall be attended by representatives of Contractor with full decision-making authority and by
County's staff person who would make the presentation of any settlement reached at mediation to County's
board for approval. Should either party fail to submit to mediation as required hereunder, the other party
may obtain a court order requiring mediation under section 44.102,Fla.Stat.
10. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or
arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County,
Florida,which courts have sole and exclusive jurisdiction on all such matters.
11. ASSIGNMENT.Contractor shall not assign this Agreement or any part thereof,without the prior consent in
writing of the County.Any attempt to assign or otherwise transfer this Agreement,or any part herein,without
the County's consent, shall be void. If Contractor does, with approval, assign this Agreement or any part
thereof,it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations
and responsibilities that Contractor has assumed toward the County. Contractor may assign or otherwise
dispose of this Agreement or any of its contents,or of its right,title or interest therein in the event of a merger,
acquisitions or other actual or constructive change of control,regardless of whether Contractor is the surviving
or disappearing entity.
12. ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of the Agreement
and this Addendum,this provision of this Addendum shall control.
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DocuSign Envelope ID:39D53CF7-2BC4-4155-B41A-8D245E64418B 16 E 4
NEOGOVYW PUwerDMS
Digital Management Software
A NE000V Company
Exhibit B Integration
Terms Addendum
NEOGOV offers integrations and platform APIs for integrations to third party systems("Integration Services").
Customer may use only those Integration Services purchased or subscribed to as listed within the NEOGOV Order
Form. The following terms(the"Integration Terms Addendum")shall apply to the extent that Customer utilizes
a system integration between the Services and either: (a)an affiliated integrated service, including those found
at https://api.neogov.com/connect/marketplace.html and/or https://apidocs.powerdms.com("Affiliated API")or
to the extent that Customer utilizes a system integration between the Services and an unaffiliated third-party
service("Customer Application")integrated using NEOGOV's open API("Open API"). Integration Services are
not available for HRIS Services and this Exhibit B shall not apply to HRIS Services.
1. Provision of Integrations.Subject to and conditioned on compliance with all terms and conditions set forth
in this Agreement,NEOGOV hereby grants Customer a limited,revocable,non-exclusive,non-transferable,
non-sublicensable license during the applicable Term to use and/or access the Affiliated API as described
in this Agreement,or the Open API for communication between Customer's human resource related third
application(s)that will interoperate with NEOGOV Services(collectively these uses shall be referred to as
the "API" or "Integration"). Customer acknowledges there are no implied licenses granted under this
Agreement.NEOGOV reserves all rights that are not expressly granted. Customer may not use the API for
any other purpose without our prior written consent.Customer may not share the API with any third party,
must keep the API and all log-in information secure,and must use the API key as Customer sole means of
accessing the API.
2. Integration Intellectual Property. All right,title, and interest in the API and any and all information,data,
documents, materials, inventions, technologies, know-how, descriptions, requirements, plans, reports,
works, intellectual property, software, hardware, systems, methods, processes, and inventions,
customizations, enhancements,improvements and other modifications based on or derived from the API are
and will remain,as appropriate,with NEOGOV.All right,title,and interest in and to the third-party materials,
includingall intellectual property rights therein,are and will remain with their respective third-party rights
holders subject to the terms and conditions of the applicable third-party license agreements.Customer has
no right or license with respect to any third-party materials except as expressly licensed under such third-party
license agreements.
3. Integration Terms of Use. Except as expressly authorized under this Agreement,you may not remove any
proprietary notices from the API; use the API in any manner or for any purpose that infringes,
misappropriates, or otherwise violates any intellectual property rightor other right of any person, or that
violates any applicable law; combine or integrate the API with any software, technology, services, or
materials not authorized by NEOGOV; design or permit Customer Application(s) to disable, override, or
otherwise interfere with any NEOGOV-implemented communications to end users, consent screens, user
settings,alerts, warning,or the like;use the API in any of Customer Application(s)to replicate or attempt
to replace the user experience of the Services;or attempt to cloak or conceal Customer identity or the identity
of Customer Application(s)when requesting authorization to use the API.
4. Customer Integration Responsibilities. Customer, Customer developed web or other software services or
applications, and Customer third-party vendors that integrate with the API (collectively the "Customer
Applications"),shall comply with all terms and conditions of this Agreement,all applicable laws,rules,and
regulations, and all guidelines, standards, and requirements that may be posted on
https://api.neogov.com/connect/index.html and/or https://apidocs.powerdms.com from time to time. In
addition,Customer will not use the API in connection with or to promote any products,services,or materials
that constitute,promote,or are used primarily for the purpose of dealing in spyware,adware,or other malicious
programs or code, counterfeit goods, items subject to U.S.embargo,unsolicited mass distribution of email
("spam"),multi-level marketing proposals, hate materials, hacking, surveillance, interception, or
descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive
content,stolen products,and items used for theft,hazardous materials,or any illegal activities.
5. Cooperation. If applicable,Customer shall timely provide such cooperation,assistance,and information as
NEOGOV reasonably requests to enable the API.NEOGOV is not responsible or liable for any late delivery
or delay or failure of performance caused in wholeor in part by Customer's delay in performing,or failure
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16E4
NEOGOV1W PowerDMS
Digital Management Software
A NEOGOV Company
to perform,any of its obligations under this Agreement.NEOGOV will provide Customer maintenance and
support services for API issues arising from the information technology designed,developed,and under then
current control of NEOGOV. NEOGOV shall have no obligation to provide maintenance or support for
issues arising from the inaction or action of Customer or third parties of which are outside NEOGOV control.
6. Provision of Open API.In the event license fees or other payments are not due in exchange for the right to use
and access the Open API, you acknowledge and agree that this arrangement is made in consideration of the
mutual covenants set forth in this Agreement,including,without limitation,the disclaimers,exclusions,and
limitations of liability set forth herein.
Notwithstanding the foregoing, NEOGOV reserves the right to charge for access with effect from the start
of each Renewal Term by giving Customer at least ninety(90)day notice prior to commencement of a
Renewal Term.
7. API Key.In order to use and access the Open API,you must obtain an Open API key through the registration
process. Customer agreesto monitor Customer Applications for any activity that violates applicable laws,
rules and regulation,or any terms and conditions of this Agreement,including any fraudulent,inappropriate,
or potentially harmful behavior.This Agreement does not entitle Customer to any support for the Open API.
You acknowledge that NEOGOV may update or modify the Open API from time to time and at our sole
discretion and may require you to obtain and use the most recent version(s). You are required to make any
such changes to Customer Applications that are required for integration as a result of such Update at
Customer sole cost and expense.Updates may adversely affect how Customer Applications communicate
with the Services.
S. Efficient Processing.You must use efficient programming,which will not cause an overwhelming number of
requests to be made in too short a period of time,as-determined solely by NEOGOV.If this occurs,NEOGOV
reserves the right to throttle your API connections, or suspend or terminate your access to the Open API.
NEOGOV shall use reasonable efforts to provide Customer notice and reasonable time to cure prior to taking
such actions.
9. Open API Limitations.TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW,IN NO
EVENT WILL NEOGOVBE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY UNDER ANY
TORT, CONTRACT, NEGLIGENCE, STRICTLIABILITY, OR OTHER LEGAL OR EQUITABLE
THEORY FOR ANY DIRECT, LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER
FAILURE OR MALFUNCTION,INTERRUPTION OF BUSINESS,OR OTHER SPECIAL,INDIRECT,
INCIDENTAL,OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR
INABILITY TO USE THE OPEN API; OR ANY DAMAGES,IN THE AGGREGATE, IN EXCESS OF
FIFTY DOLLARS,EVEN IF NEOGOV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS
OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR
NEOGOV WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM YOU MAY
HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN
ONE YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.
10. Open API Termination. Notwithstanding the additional Termination rights herein, NEOGOV may
immediately terminate or suspend Customer access to Open APIs in our sole discretion at any time and for
any reason, with or without notice or cause. In addition, your Open API subscription will terminate
immediately and automatically without any notice if you violate any of the terms and conditions of this
Agreement.
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