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<br />SERVICES AGREEMENT
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<br />V011025
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<br />You agree that by placing an order through a NEOGOV standard ordering document such as an “Order Form”, “Service Order,”
<br />“Ordering Document,” “SOW,” “Invoice” or other document mutually agreed by the parties detailing the services, pricing and
<br />subscription term (each, an “Order Form” for purposes of this Agreement), you agree to follow and be bound by the terms and
<br />conditions set forth herein. “Govern mentjobs.com”, “NEOGOV”, “we”, and “our” means Governmentjobs.com, Inc. (D/B/A/
<br />NEOGOV), for and on behalf of itself and its subsidiaries PowerDMS, Inc., Cuehit, Inc., Ragnasoft LLC (D/B/A/ PlanIT Schedule),
<br />and Design PD, LLC (D/B/A Agency360) (collectively, “NEOGOV” and, where applicable, its other affiliates); “Customer”,
<br />“you”, “your” means the NEOGOV client, customer, and/or the subscriber identified in the Order Form).
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<br />“Services Agreement” or the “Agreement” shall be used to collectively refer to this NEOGOV Services Agreement, documents
<br />incorporated herein including the applicable Order Form, each Addendum (as applicable), and Special Conditions (if any).
<br />“Addendum” means each Addendum set forth either as an Exhibit hereto or otherwise made available at
<br />https://www.neogov.com/service-specifications (the “NEOGOV Site”) and, as applicable, made a part of this Agreement. “Special
<br />Conditions” means individually negotiated variations, amendments and/or additions to this Service Agreement of which are either
<br />drafted, or incorporated by reference, into the Order Form.
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<br />1. Provision of Services. Subject to the terms of this Agreement NEOGOV hereby agrees to provide Customer with access to its
<br />SaaS Applications and Professional Services (each defined below) included or ordered by Customer in the applicable Order
<br />Form (collectively referred to as the “Services”). In addition, to the extent NEOGOV provides Customer with access to
<br />additional NEOGOV software in order to access Customer Data (as defined below) or otherwise enhance product
<br />implementation or functionality, Customer’s use of such software will be deemed to be part of the Services and the terms and
<br />conditions of this Agreement shall apply. Customer hereby acknowledges and agrees that NEOGOV’s provision and
<br />performance of, and Customer’s access to, the Services is dependent and conditioned upon Customer’s full performance of its
<br />duties, obligations and responsibilities hereunder. This Agreement entered into as of the earlier of: (i) date of your signature
<br />on an applicable Order Form; or (ii) use of the Services commences (the “Effective Date”). The Agreement supersedes any
<br />prior and contemporaneous discussions, agreements or representations and warranties.
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<br />2. SaaS Subscription.
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<br />a) Subscription Grant. “SaaS Applications” means each proprietary NEOGOV web-based software-as-a-service application
<br />that may be set forth on an Order Form and subsequently made available by NEOGOV to Customer, and associated
<br />components as described in any written service specifications made available to Customer by NEOGOV (the “Service
<br />Specifications”). Subject to and conditioned on Customer’s and its Authorized Users’ compliance with the terms and
<br />conditions of this Agreement, NEOGOV hereby grants to Customer a limited, non-exclusive, non-transferable, and non-
<br />sublicensable right to (i) onboard, access and use, and to permit Authorized Users to onboard, access and use, the SaaS
<br />Applications specified in the Order Form solely for Customer’s internal, non-commercial purposes; (ii) generate, print,
<br />and download Customer Data as may result from any access to or use of the SaaS Applications; and (iii) train Authorized
<br />Users in uses of the SaaS Applications permitted hereunder (these rights shall collectively be referred to as the “SaaS
<br />Subscription”). “Authorized Users” means (1) Customer employees, agents, contractors, consultants (“Personnel”) who
<br />are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Services
<br />Agreement and (2) for whom access to the Services has been purchased hereunder. You shall not exceed the usage limits
<br />(if any) as detailed in the user tier in the applicable Order Form. You may not access the SaaS Applications if you are a
<br />direct competitor of NEOGOV or its affiliates. In addition, you may not access the SaaS Applications for purposes of
<br />monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes. You
<br />shall be responsible for each Authorized User’s access to and use of the SaaS Applications and compliance with
<br />applicable terms and conditions of this Agreement.
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<br />b) Subscription Term. Unless otherwise specified in an applicable Order Form, SaaS Subscriptions shall commence on the
<br />Effective Date and remain in effect for twelve (12) consecutive months, unless terminated earlier in accordance with this
<br />Agreement (the “Initial Term”). Thereafter, SaaS Subscriptions shall automatically renew for successive twelve (12)
<br />month terms (each a “Renewal Term” and together with the Initial Term, collectively, the “Term”) unless a party delivers
<br />to the other party, at least thirty (30) days prior to the expiration of the Initial Term or the applicable Renewal Term,
<br />written notice of such party’s intention to not renew the SaaS Subscriptions, or unless terminated earlier in accordance
<br />with this Agreement. The Term for the Services is a continuous and non-divisible commitment for the full duration
<br />regardless of any invoice schedule. The purchase of any Service is separate from any other order for any other Service.
<br />Customer may purchase certain Services independently of other Services. Your obligation to pay for any Service is not
<br />contingent on performance of any other Service or delivery of any other Service.
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<br />Docusign Envelope ID: 4F711A08-6576-4765-B50B-29AAF403F8AD
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