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Docusign Envelope ID: 7C3482BF-606B-48FF-BB93-F1 F08ABDC5B1
<br />TM P(DwerDMS
<br />NEOGOV
<br />Digital Management Software
<br />R KOGM Cmnpwy
<br />Exhibit B
<br />Integration Terms Addendum
<br />NEOGOV offers integrations and platform APIs for integrations to third party systems ("Integration Services"). Customer
<br />may use only those Integration Services purchased or subscribed to as listed within the NEOGOV Order Form. The following
<br />terms (the "Integration Terms Addendum") shall apply to the extent that Customer utilizes a system integration between the
<br />Services and either: (a) an affiliated integrated service, including those found at
<br />https://api.neogov.com/connect/marketplace.html and/or bVs:Hoidocs.powerdms.com ("Affiliated API") or to the extent
<br />that Customer utilizes a system integration between the Services and an unaffiliated third -party service ("Customer
<br />Application") integrated using NEOGOV's open API ("Open API"). Integration Services are not available for HRIS Services
<br />and this Exhibit B shall not apply to HRIS Services.
<br />Provision of Integrations. Subject to and conditioned on compliance with all terms and conditions set forth in this
<br />Agreement, NEOGOV hereby grants Customer a limited, revocable, non-exclusive, non -transferable, non-sublicensable
<br />license during the applicable Tenn to use and/or access the Affiliated API as described in this Agreement, or the Open
<br />API for communication between Customer's human resource related third application(s) that will interoperate with
<br />NEOGOV Services (collectively these uses shall be referred to as the "API" or "Integration"). Customer acknowledges
<br />there are no implied licenses granted under this Agreement. NEOGOV reserves all rights that are not expressly granted.
<br />Customer may not use the API for any other purpose without our prior written consent. Customer may not share the API
<br />with any third party, must keep the API and all log -in information secure, and must use the API key as Customer sole
<br />means of accessing the API.
<br />Integration Intellectual Property. All right, title, and interest in the API and any and all information, data, documents,
<br />materials, inventions, technologies, know-how, descriptions, requirements, plans, reports, works, intellectual property,
<br />software, hardware, systems, methods, processes, and inventions, customizations, enhancements, improvements and
<br />other modifications based on or derived from the API are and will remain, as appropriate, with NEOGOV. All right, title,
<br />and interest in and to the third -party materials, includingall intellectual property rights therein, are and will remain with
<br />their respective third -party rights holders subject to the terms and conditions of the applicable third -party license
<br />agreements. Customer has no right or license with respect to any third -party materials except as expressly licensed under
<br />such third -party license agreements.
<br />Integration Terms of Use. Except as expressly authorized under this Agreement, you may not remove any proprietary
<br />notices from the API; use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates
<br />any intellectual property rightor other right of any person, or that violates any applicable law; combine or integrate the
<br />API with any software, technology, services, or materials not authorized by NEOGOV; design or permit Customer
<br />Application(s) to disable, override, or otherwise interfere with any NEOGOV-implemented communications to end
<br />users, consent screens, user settings, alerts, warning, or the like; use the API in any of Customer Application(s) to
<br />replicate or attempt to replace the user experience of the Services; or attempt to cloak or conceal Customer identity or
<br />the identity of Customer Application(s) when requesting authorization to use the API.
<br />Customer Integration Responsibilities. Customer, Customer developed web or other software services or applications,
<br />and Customer third -party vendors that integrate with the API (collectively the "Customer Applications"), shall comply
<br />with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards,
<br />and requirements that may be posted on hos:Hapi.neo2ov.com/connect/index.html and/or
<br />hLtps:Hgpidocs.powerdms.com from time to time. In addition, Customer will not use the API in connection with or to
<br />promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in
<br />spyware, adware,or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass
<br />distribution of email ("spam"),multi-level marketing proposals, hate materials, hacking, surveillance, interception, or
<br />descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen
<br />products, and items used for theft, hazardous materials, or any illegal activities.
<br />Cooperation. If applicable, Customer shall timely provide such cooperation, assistance, and information as NEOGOV
<br />reasonably requests to enable the API. NEOGOV is not responsible or liable for any late delivery or delay or failure of
<br />performance caused in wholeor in part by Customer's delay in performing, or failure to perform, any of its obligations
<br />under this Agreement. NEOGOV will provide Customer maintenance and support services for API issues arising from
<br />the information technology designed, developed, and under then current control of NEOGOV. NEOGOV shall have no
<br />obligation to provide maintenance or support for issues arising from the inaction or action of Customer or third parties
<br />of which are outside NEOGOV control.
<br />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
<br />the Open API, you acknowledge and agree that this arrangement is made in consideration of the mutual covenants set forth
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