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Docusign Envelope ID: 7C3482BF-606BA8FF-BB93-F1 F08ABDC5B1
<br />NEOGOV TMP(DwerDMS
<br />Digital Management Software
<br />♦r<oowr�
<br />c) Implementation. For Services requiring implementation, NEOGOV implementation supplements the Training Materials
<br />and is conducted off -site unless otherwise agreed in the Order Form. For an additional fee as detailed on an applicable
<br />Order Form, NEOGOV personnel will provide consultation on best practices for setting up the Services, answer Customer
<br />questions during the implementation period, and use commercially reasonable efforts to ensure Authorized User Admins
<br />grasp the system. The length of the implementation time is dependent on the type of Service and the Customer's
<br />responsiveness. NEOGOV is not responsible or liable £or any delay or failure to perform implementation caused in whole
<br />or in part by Customer's delay in performing its obligations hereunder and, in the event of any such delay, NEOGOV
<br />may, in its sole discretion, extend all performance dates as NEOGOV deems reasonably necessary.
<br />d) Santa Phone support for the Services is available to Customer Monday through Friday, excluding NEOGOV holidays.
<br />Customer may submit a request for online support for the Services 24 hours a day, seven days a week, and the NEOGOV
<br />support desk will acknowledge receipt of the request within a reasonable time. The length of time for a resolution of any
<br />problem is dependent on the type of case.
<br />e) Limitations. Unless otherwise specified in the Order Form, this Agreement does not obligate NEOGOV to render any
<br />maintenance or support services that are not expressly provided herein, including, but not limited to data uploads, manual
<br />data entry, migration services, data conversion, refinement, purification, reformatting, SQL dump, or process
<br />consultation.
<br />9. NEOGOV Intellectual Property Rights.
<br />a) NEOGOV shall exclusively own all right, title and interest in and to all pre-existing and future intellectual property
<br />developed or delivered by NEOGOV including all Services, products, systems, software (including any source code or
<br />object code) or Service Specifications related thereto, Updates or Upgrades, trademarks, service marks, logos and other
<br />distinctive brand features of NEOGOV and all proprietary rights embodied therein (collectively, the "NEOGOV
<br />Intellectual Property"). This Agreement does not convey or transfer title or ownership of the NEOGOV Intellectual
<br />Properly to Customer or any of its users. All rights not expressly granted herein are reserved by NEOGOV. Other than
<br />recommendation use or as required by law, all use of NEOGOV trademarks must be pre -approved by NEOGOV prior to
<br />use. Trademarks shall include any word, name, symbol, color, designation or device, or any combination thereof that
<br />functions as a source identifier, including any trademark, trade dress, service mark, trade time, logo, design mark, or
<br />domain time, whether or not registered.
<br />b) Customer may, but is not obligated to, provide NEOGOV with suggestions, ideas, enhancement requests, or other
<br />feedback ("Feedback"). If Customer provides any such Feedback to NEOGOV, Customer hereby grants NEOGOV a
<br />nonexclusive, perpetual, irrevocable, royalty -free license to use all Feedback for any purpose. Feedback is provided to
<br />NEOGOV on an "as -is" basis without warranties of any kind.
<br />10. Data Processing and Privacy.
<br />a) Customer Data. "Customer Data" shall mean all data that is owned or developed by Customer, whether provided to
<br />NEOGOV by Customer or provided by a third party to NEOGOV in connection with NEOGOV's provision of Services
<br />to Customer, including Personnel data collected, loaded into, or located in Customer data files maintained by NEOGOV.
<br />NEOGOV Intellectual Property, including but not limited to the Services and all derivative works thereof, NEOGOV
<br />Confidential Information, and Platform Data do not fall within the meaning of the term "Customer Data". Customer
<br />exclusively owns all right, title, and interest in and to all Customer Data. Customer grants NEOGOV a license to host,
<br />use, process, display, create non -personal derivative works of, and transmit Customer Data to provide the Services.
<br />NEOGOV reserves the right to delete or disable Customer Data stored, transmitted or published by Customer using the
<br />Services upon receipt of a bona fide notification that such content infringes upon the intellectual property rights of others,
<br />or if NEOGOV otherwise reasonably believes any such content is in violation of this Agreement.
<br />b) Platform Data. "Platform Data" shall mean any anonymized data reflecting the access to or use of the Services by or on
<br />behalf of Customer or any user, including statistical or other analysis and performance information related to the provision
<br />and operation of the Services including any end user visit, session, impression, clickthrough or click stream data, as well
<br />as log, device, transaction data, or other analysis, information, or data based on or derived from any of the foregoing.
<br />NEOGOV shall exclusively own all right, title and interest in and to all Platform Data. Customer acknowledges
<br />NEOGOV may compile Platform Data based on Customer Data input into the Services. Customer agrees that NEOGOV
<br />may use Platform Data to the extent and in the manner permitted under applicable law. Such monymized data neither
<br />identifies Customer or its users, nor can Customer or any its users can be derived from such data.
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