|
<br /> 8
<br />be technical delays on the part of those providers. NEOGOV may make commercially reasonable efforts to provide
<br />alerts in a timely manner with accurate information, but cannot guarantee the delivery, timeliness, or accuracy of
<br />the content of any alert. NEOGOV shall not be liable for any delays, failure to deliver, or misdirected delivery of
<br />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
<br />reliance on an alert. NEOGOV cannot vouch for the technical capabilities of any third parties to receive such text
<br />messages. NEOGOV MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS,
<br />STATUTORY, OR IMPLIED AS TO: (i) THE AVAILABILITY OF TELECOMMUNICATION SERVICES; (ii) ANY
<br />LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND (iii)
<br />ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA,
<br />COMMUNICATIONS, OR SETTINGS CONNECTED WITH THE SERVICES.
<br />
<br />18. Cooperative Agreement. As permitted by law, it is understood and agreed by Customer and NEOGOV that any (i)
<br />federal, state, local, tribal, or other municipal government (including all administrative agencies, departments, and
<br />offices thereof); (ii) any business enterprise in which a federal, state, local, tribal or other municipal entity has a
<br />full, majority, or other controlling interest; and/or (iii) any public school (including without limitation K-12 schools,
<br />FROOHJHV, XQLYHUVLWLHV, DQG YRFDWLRQDO VFKRROV) (FROOHFWLYHO\ UHIHUUHG WR DV WKH ³NHZ EQWLW\´) PD\ SXUFKDVH WKH
<br />Services specified herein in accordance with the terms and conditions of this Agreement. It is also understood
<br />and agreed that each New Entity will establish its own contract with NEOGOV, be invoiced therefrom and make
<br />its own payments to NEOGOV in accordance with the terms of the contract established between the New Entity
<br />and NEOGOV. With respect to any purchases by a New Entity pursuant to this Section, Customer: (i) shall not be
<br />construed as a dealer, re-marketer, representative, partner or agent of any type of NEOGOV, or such New Entity;
<br />(ii) shall not be obligated, liable or responsible for any order made by New Entities or any employee thereof under
<br />the agreement or for any payment required to be made with respect to such order; and (iii) shall not be obliged,
<br />liable or responsible for any failure by any New Entity to comply with procedures or requirements of applicable law
<br />or to obtain the due authorization and approval necessary to purchase under the agreement. Termination of this
<br />Agreement shall in no way limit NEOGOV from soliciting, entering into, or continuing a contractual relationship with
<br />any New Entity.
<br />
<br />19. Publicity. Each party hereto may advertise, disclose, and publish its relationship with the other party under this
<br />Agreement.
<br />
<br />20. Force Majeure. NEOGOV shall not be liable for any damages, costs, expenses or other consequences incurred
<br />by Customer or by any other person or entity as a result of delay in or inability to deliver any Services due to
<br />FLUFXPVWDQFHV RU HYHQWV EH\RQG NEOGOV¶V UHDVRQDEOH FRQWURO, LQFOXGLQJ, ZLWKRXW OLPLWDWLRQ: (D) DFWV RI GRG; (E)
<br />changes in or in the interpretation of any law, rule, regulation or ordinance; (c) strikes, lockouts or other labor
<br />problems; (d) transportation delays; (e) unavailability of supplies or materials; (f) fire or explosion; (g) riot, military
<br />action or usurped power; or (h) actions or failures to act on the part of a governmental authority.
<br />
<br />21. Independent Contractor; Third Party Agreements. The relationship of the parties shall be deemed to be that of an
<br />independent contractor and nothing contained herein shall be deemed to constitute a partnership between or a
<br />joint venture by the parties hereto or constitute either party the employee or agent of the other. Customer
<br />acknowledges that nothing in this Agreement gives Customer the right to bind or commit NEOGOV to any
<br />agreements with any third parties. This Agreement is not for the benefit of any third party and shall not be deemed
<br />to give any right or remedy to any such party whether referred to herein or not.
<br />
<br />22. Entire Agreement; Amendment. This Services Agreement and documents incorporated herein, the applicable
<br />Ordering Document, and Special Conditions (if any) constitute the entire agreement between the parties with
<br />respect to the subject matter hereof and supersede all prior or contemporaneous oral and written statements of
<br />any kind whatsoever made by the parties with respect to such subMHFW PDWWHU. ³SSHFLDO CRQGLWLRQV´ PHDQV
<br />individually negotiated variations, amendments and/or additions to this Service Agreement of which are either
<br />drafted, or incorporated by reference, into the Ordering Document. Any Customer proposal for additional or
<br />different terms, or Customer attempt to vary in any degree any of the terms of this Agreement is hereby objected
<br />to and rejected but such proposal shall not operate as a rejection of this Service Agreement and Ordering
<br />Document unless such variances are in the terms of the description, quantity, or price but shall be deemed a
<br />material alteration thereof, and this Service Agreement and the applicable Ordering Document shall be deemed
<br />accepted by the Customer without said additional or different terms. It is expressly agreed that the terms of this
<br />Agreement and any NEOGOV Ordering Document shall supersede the terms in any non-NEOGOV purchase order
<br />or other ordering document. Notwithstanding the foregoing, any conflict of terms shall be resolved by giving priority
<br />in accordance with the following order: 1) Special Conditions (if any), 2) NEOGOV Ordering Document, 3) the
<br />NEOGOV Services Agreement and incorporated documents, 4) Customer terms and conditions (if any). This
<br />Agreement supersedes the terms and conditions of any clickthrough agreement associated with the Services. This
|