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Docusign Envelope ID: 7C3482BF-606B-48FF-BB93-F1 F08ABDC5131
<br />TM P(DwerDMS
<br />N E Digital Management Software
<br />ANEDMONIMly
<br />a) Managing the Subscription. Customer may use the Service in a manner consistent with the terms of this Agreement.
<br />Customer will provide NEOGOV all information needed to process the Order Form to activate the subscription and
<br />provision the Service to the Customer.
<br />b) Managing Authorized Users. Customer is responsible for managing the Authorized Users on its account on the Service.
<br />i) Invitations and Permissions. Customer is responsible for determining which persons to invite to join the Customer's
<br />account on the Service and for all actions by Authorized Users on Customer's account on the Service. Customer is
<br />solely in control of the individual permissions on the Customer's account.
<br />ii) Customer Obligations. Customer must: (A) obtain any rights, permissions, or consents that are necessary for the
<br />Authorized User's lawful use of Customer Data and the operation of the Service; (B) ensure that the transfer and
<br />processing of Customer Data under the Agreement is lawful; and (C) respond to and resolve any dispute with an
<br />Authorized User relating to or based on Customer Data, the Service, or Customer's failure to fulfill its obligations
<br />under the Agreement or applicable law. Customer will not, and will ensure its Authorized Users do not (a) make
<br />any of the Services available to anyone other than Authorized Users or use any Services for the benefit of anyone
<br />other than Customer and its Authorized Users, unless otherwise agreed in writing by the parties, (b) sell, resell,
<br />license, sublicense, distribute, make available, rent or lease any of the Services, or include any of the Services in a
<br />service bureau or outsourcing offering, unless otherwise agreed in writing by the parties, (c) use the Services to store
<br />or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation
<br />of the privacy rights, publicity rights, copyright rights, or other rights of any person or entity, (d) use the Services
<br />to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example, viruses,
<br />worms, time bombs and Trojan horses, (e) interfere with or disrupt the integrity or performance of the Services
<br />(including, without limitation, activities such as security penetration tests, stress tests, and spamming activity), (f)
<br />attempt to gain unauthorized access to the Services or its related systems or networks, (g) disassemble, reverse
<br />engineer, or decompile the Services, or modify, copy, or create derivative works based on the Services or any part,
<br />feature, function or user interface thereof, (h) remove the copyright, trademark, or any other proprietary rights or
<br />notices included within NEOGOV Intellectual Property and on and in any documentation or training materials, or
<br />(i) use the Services in a manner which violates the terms of this Agreement, any Order Form or any applicable laws.
<br />4. Professional Services. "Professional Services" shall mean professional services purchased by Customer as detailed in an
<br />applicable Order Form or NEOGOV Scope of Work (SOW) describing the work to be performed, fees, and any applicable
<br />milestones, dependencies, and other technical specifications or related information. Professional Services include training,
<br />set-up, implementation, and best practices of and concerning the SaaS Applications. Professional Services are subject to the
<br />terms of the Professional Services Addendum made available on the NEOGOV Site and made a part hereof and may be subject
<br />to additional terms pursuant to an SOW and Service Specifications describing, if applicable, the work to be performed, fees,
<br />and any applicable milestones, dependencies, and other technical specifications or related information. Order Forms or SOWS
<br />must be signed by Customer before NEOGOV shall commence work. If Customer executes a separate SOW, this Agreement
<br />and documents incorporated herein (including but not limited to the Professional Services Addendum) shall control in the
<br />event of a conflict with the terms of the SOW.
<br />5. Payment Terms.
<br />a) Fees. Customer shall pay all Subscription, Onboarding and Set -Up fees ("Subscription Fees") and Professional Service
<br />fees ("Professional Service Fees", collectively the "Fees") as set forth in an Order Form within thirty (30) days of the
<br />date of NEOGOV's invoice. Fees shall be invoiced annually in advance and in a single invoice for each Term. Unless
<br />explicitly stated otherwise in an Order Form, all payments due under an Order Form are expressed in and shall be paid in
<br />U.S. dollars. Invoices shall be delivered to the stated "Bill To" party on the Order Form. Unless explicitly provided
<br />otherwise, once placed the Order Form is non -cancellable and sums paid nonrefundable. Any invoiced amount that is not
<br />received by NEOGOV when due as set forth in an Order Form will be subject to a late payment fee of 1.5% per month
<br />or the maximum rate permitted by law, whichever is lower. If any amount owing by Customer is more than 30 days
<br />overdue, NEOGOV may, without limiting its other rights and remedies, suspend the Services until such amounts are paid
<br />in full. If Subscription Fees are based upon the Authorized User or employee count as may be specified in an Order
<br />Form, Customer shall owe NEOGOV supplemental Subscription Fees to the extent Customer exceeds the number of
<br />Authorized Users or employees set forth in the Order Form. Except as otherwise specifically stated in the Order Form,
<br />NEOGOV may change the charges for the Services with effect from the start of each Renewal Term by providing
<br />Customer with new pricing at least thirty (30) day notice prior to commencement of a Renewal Term. The new pricing
<br />shall be deemed to be effective if Customer (a) returns an executed Order Form to NEOGOV, (b) remits payment to
<br />NEOGOV of the fees set forth in the invoice referencing the new pricing, or (c) the Customer or any of its Authorized
<br />Users access or use the Services after the expiration of the previous Term.
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