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NEOGOT
<br />ONLINE SERVICES AGREEMENT
<br />THIS ONLINE SERVICES AGREEMENT (this "Agreement") is made and entered by and between
<br />GovernmentJobs.comp Inc., a California corporation doing business as NEOGOV C' EN OGOV"), with offices at 300
<br />Continental Blvd., Suite 565, EI Segundo, California 90245, and The City of Santa Ana, CA a public entity acting by
<br />and through its duly appointed representative ("Customer').
<br />1. Provision of Online Services.
<br />(a) Services. Subject to the terms and conditions set forth herein, Customer hereby engages NEOGOV,
<br />and NEOGOV hereby agrees, to provide Customer with, and/or access to, the services (the "Services") described in
<br />this Agreement and in the order form attached hereto as Exhibit A (the "Order Form"). Customer hereby
<br />acknowledges and agrees that NEOGOV's provision and performance of, and Customer's access to, tate Services is
<br />dependent and conditioned upon Customer's full performance of its duties, obligations and responsibilities hereunder.
<br />(b) Chance Orders. Either party may initiate a change to any part of the Order Form by delivering a
<br />written change order request to the other party. The receiving party shall notify the party tanking such request, in
<br />writing within ten (10) business days ol'such receiving party's receipt of such change order request, of such receiving
<br />party*s acceptance or rejection of the proposed changes. If the receiving party fails to respond within such ten (10)
<br />business day period, such receiving party shall be deemed to have rejected such proposed changes. If the receiving
<br />party approves such change order, the parties shall agree on the estimate of time to complete the changes, associated
<br />costs, an impact analysis indicating ramifications or impacts to the overall project. a modification of any affected Fces,
<br />Services or deliverables, and any other relevant details related to such change order.
<br />2. Customer Responsibilities. In connection with the performance of this Agreement and the provision of the
<br />Services, Customer shall be responsible for the following:
<br />(a) Compliance with Laws. Customer shall be responsible for ensuring that Customer's use of the
<br />Services and tate performance of Customer's other obligations hereunder comply with all applicable rules, regulations,
<br />laws, code and ordinances.
<br />(b) Customer Data and Website. Customer shall be solely responsible for (i) the accuracy and
<br />completeness of all records, databases, data and information provided, submitted or uploaded by Customer or its users
<br />in connection with this Agreement or use of the Services ("Customer Data'), (ii) the content, quality, performance,
<br />and all other aspects of the goods or services and the information or other content contained in or provided through
<br />Customer's website, and (iii) making and keeping copies of all Customer Data. Except set forth in Section 9(c)(ii),
<br />NEOGOV shall have no obligation to provide or make available to Customer, and Customer shall have no right to
<br />receive, a copy of the Customer Data or any associated data files in any format.
<br />(c) Acceptable Use. Customer shall not: (i) provide system passwords or other log -in information for
<br />the Services to any third party except those specifically authorized to access the Services in this Agreement; (ii) share
<br />non-public NEOGOV system features or content with any third party; (iii) access the Services in order to build, assist,
<br />or facilitate the assembly of competitive product or service, to build a product using similar ideas, features, functions
<br />or graphics of the Services, or to copy any ideas,. features, functions or graphics of the Services; (iv) reverse engineer,
<br />decompile, disassemble or otherwise attempt to discover or directly access the source code or any underlying ideas or
<br />algorithms of any portions of the Services or any underlying software or component thereof; or (v) modify, create
<br />derivative works from, distribute, publicly display, publicly perform, or sublicense the Services except as expressly
<br />permitted by this Agreement. In the event that NEOGOV suspects any breach of the requirements provided in this
<br />Section 2fe1, including by way of users of Customer's system, NEOGOV may suspend Customer's access to the
<br />Services for the reasonable time required to confirm or deny suspicion, in addition to other lawful remedies as required.
<br />(d) Unauthorized Access. Customer will take reasonable steps to prevent unauthorized access to the
<br />Services, including, without limitation, by protecting its passwords and other log -in information for the Services.
<br />Customer will notify NEOGOV immediately of any known or suspected unauthorized use of the Services or breach
<br />of its security and will use best efforts to stop any such breach.
<br />NEOGOV
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