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NEOGOV iM
<br />13. Customer Compliance. Customer shall be responsible for ensuring that Customer's use of the Services and the
<br />performance of Customer's other obligations hereunder comply with all applicable rules, regulations, laws, codes,
<br />and ordinances. Customer Is responsible for Customer's information technology Infrastructure, including
<br />computers, software, databases, electronic systems (including database management systems), and networks,
<br />whether operated directly by Customer or through the use of third -party services equipment and facilities required
<br />to access the Services. All users of the Services are obligated to abide by the Terms of Use available at
<br />https://www.neogov.00mltorms-of-use. Customer shall be responsible for procuring all licenses of thlyd-party
<br />software necessary for Customer's use of the Services. Customer is responsible and liable for all uses of the
<br />Services, directly or indirectly, whether such access or use is permitted by or In violation of this Agreement.
<br />14. Indemnification.
<br />a) Indemnity. Subject to subsections (b) through (d) of this Section, If a third party makes a claim against
<br />Customer that any NEOGOV Intellectual property furnished by NEOGOV and used by Customer Infringes a
<br />third party's Intellectual property rights. NEOGOV will defend the Customer against the claim and indemnify
<br />the Customer from the damages and liabilities awarded by the court to the thlyd-party claiming Infringement
<br />or the settlement agreed to by NEOGOV, if Customer does the following:
<br />1) Notifies NEOGOV promptly In writing, not laterthan thirty (30) days afterCUstameT receives notice of the
<br />claim (or sooner if required by applicable law);
<br />11) Gives NEOGOV sole control of the defense and any settlement negotiations; end
<br />III) Gives NEOGOV the Information, authority, and assistance NEOGOV needs to defend against or settle
<br />the claim.
<br />b) Alternative Resolution. If NEOGOV believes or It is determined that any of the Services may have violated a
<br />third party's intellectual property rights, NEOGOV may choose to either modify the Services to be non -
<br />Infringing or obtain a license to allow for continued use. If these alternatives are not commercially reasonable,
<br />NEOGOV may end the subscription or license for the Services and refund a pro•rata portion of any fees
<br />covering the whole months that would have remained, absent such early termination, following the effective
<br />date of such early termination.
<br />c) No Duly to Indemnify. NEOGOV will not Indemnify Customer If Customer alters the Service or Service
<br />Specifications, or uses It outside the scope of use or If Customer uses a version of the Service or Service
<br />Specifications which has been superseded, If the infringement claim could have been avoided by using an
<br />unaltered current version of the Services or Service Specifications which was provided to Customer, or if the
<br />Customer continues to use the Infringing material after the subscription expires. NEOGOV will not Indemnify
<br />the Customer to the extent that an infringement claim is based upon any Information, design, specification,
<br />Instruction, software, data, or material not furnished by NEOGOV. NEOGOV will not Indemnify Customer for
<br />any portion of an Infringement claim that is based upon the combination of Service or Service Specifications
<br />with any products or services not provided by NEOGOV. NEOGOV will not Indemnify Customer for
<br />Infringement caused by Customer's actions against any third party If the Services as delivered to Customer
<br />and used In accordance with the terms of the Agreement would not otherwise Infringe any thlyd-party
<br />Intellectual property rights.
<br />d) Exclusive Remedy. This Section provides the exclusive remedy for any intellectual property infringement
<br />claims or damages against NEOGOV.
<br />15. Limitations of Liability.
<br />a) EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO
<br />EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS
<br />SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF
<br />CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a)
<br />LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b)
<br />IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES; (c) LOSS,
<br />DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d)
<br />COST OF REPLACEMENT GOODS OR SERVICES; (a) LOSS OF GOODWILL, LOSS OF BUSINESS
<br />OPPORTUNITY OR PROFIT, OR LOSS OF REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL,
<br />INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF
<br />WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES
<br />OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE
<br />FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
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