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Docusign Envelope ID: 7C3482BF-606B-48FF-BB93-F1 F08ABDC5B1
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<br />NEOGOV Digital Management 5oftwarc
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<br />19. Publici . Unless otherwise provided in the applicable Order Form, NEOGOV may identify Customer as one of its customers
<br />and use Customer's logo for such purposes, subject to any trademark usage requirements specified by Customer.
<br />20. Force Majeure. Except for Customer's payment obligations to NEOGOV, neither party shall be liable for any damages, costs,
<br />expenses or other consequences incurred by the other party or by any other person or entity for any act, circumstance, event,
<br />impediment or occurrence beyond such party's reasonable control, including, without limitation: (a) acts of God; (b) changes
<br />in or in the interpretation of any law, rule, regulation or ordinance; (c) strikes, lockouts or other labor problems; (d)
<br />transportation delays; (e) unavailability of supplies or materials; (f) fire or explosion; (g) riot, pandemic, military action or
<br />usurped power; (h) actions or failures to act on the part of a governmental authority; (i) intemet service interruptions or
<br />slowdowns, vandalism or cyber-attacks, or 0) any other cause beyond the reasonable control of such party.
<br />21. Independent Contractor; No Third Party Beneficiary; Fulfillment Partners. The relationship of the parties shall be deemed to
<br />be that of an 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 acknowledges that
<br />nothing in this Agreement gives Customer the right to bind or commit NEOGOV to any agreements with any third parties.
<br />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
<br />whether referred to herein or not. NEOGOV may designate any third -party affiliate, or other agent or subcontractor (each a
<br />"Fulfillment Partner"), without notice to, or the consent of, Customer, to perform such tasks and functions to complete any
<br />Services.
<br />22. Entire Agreement; Amendment; Addendum. This Services Agreement, the Exhibits hereto, each Addendum (as may be
<br />applicable pursuant to the terms therein) and documents incorporated herein, the applicable Order Form, and Special
<br />Conditions (if any) constitute the entire agreement between the parties with respect to the subject matter hereof and supersede
<br />all prior or contemporaneous oral and written statements of any kind whatsoever made by the parties with respect to such
<br />subject matter. It is expressly agreed that the terms of this Agreement and any NEOGOV Order Form shall supersede the
<br />terms in any non-NEOGOV purchase order or other ordering document. Notwithstanding the foregoing, any conflict of terms
<br />shall be resolved by giving priority in accordance with the following order: 1) Special Conditions (if any), 2) NEOGOV Order
<br />Form, 3) the NEOGOV Services Agreement, and 4) incorporated documents (including the Exhibits and each applicable
<br />Addendum). This Agreement supersedes the terms and conditions of any clickthrough agreement associated with the Services.
<br />This Agreement may not be modified or amended (and no rights hereunder may be waived) except through a written instrument
<br />signed by the parties to be bound. If you are subscribing for the HRIS or PowerEngage Platform, you hereby specifically
<br />agree to the terms of the applicable Addendum set forth on the NEOGOV Site.
<br />23. General.
<br />a) Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the state
<br />of California, without giving effect to conflict of law rules. Any legal action or proceeding relating to this Agreement
<br />shall be instituted only in any state or federal court in Orange County, California.
<br />b) Severability. If any provision of this Agreement is held to be illegal or unenforceable, such provision shall be limited or
<br />eliminated to the minimum extent necessary so that the remainder of this Agreement will continue in full force and effect.
<br />Provisions that survive termination or expiration are those relating to, without limitation, accrued rights to payment,
<br />acknowledgements and reservations of proprietary rights, confidentiality obligations, warranty disclaimers, and
<br />limitations of liability, and others which by their nature are intended to survive.
<br />c) Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed to
<br />have been duly given either when personally delivered, one (1) business day following delivery by recognized overnight
<br />courier or electronic mail, or three (3) business days following deposit in the U.S. mail, registered or certified, postage
<br />prepaid, return receipt requested. All such communications shall be sent to (i) Customer at the address set forth in the
<br />Order Form and (ii) NEOGOV at the address specified in the applicable Order Form.
<br />d) Waiver. The waiver, express or implied, by either party of any breach of this Agreement by the other party will not waive
<br />any subsequent breach by such party of the same or a different kind. This Agreement may be executed in two or more
<br />counterparts, each of which will be deemed an original, but all of which taken together shall constitute one and the same
<br />instrument.
<br />e) Electronic Delivery. Delivery of a copy of this Agreement or an Order Form bearing an original signature by electronic
<br />mail or by any other electronic means will have the same effect as physical delivery of the paper document bearing the
<br />original signature.
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