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INSURANCE NOT REQUIRED
<br />WORK MAY PROCEED
<br />CLE" -RK OF COUNOILG
<br />111rI7' JUN 13 2010
<br />p k V-0)
<br />NEOGOT
<br />ONLINE SERVICES A99EEMr ff
<br />THIS ONLINE SERVICES AGIUMMENT (this "AS.rS.5t1W") Is made and entered by and between
<br />GovarnntatrtSois:cont;Tne.,aCaiiforoincorporation doing business os2EQGOV("ice f'),withofficesat300
<br />Contfneniat Blvd., Suite 565, EI Segundo, California 00243, and The City of Santa Ana, CA a public entity acting by
<br />and through its duty appointed representative (" G t ' t ').
<br />Provision of Online Services,
<br />(a) Services. Subject to the terms and conditions set forth herein, Customer hereby engages NEOGOV,
<br />and NEOGOV hereby agrees, to provide Customer with, and/or access to, the aorviccs (the "Services") described in
<br />this Agreement and in the order form ettaohed hereto as Exhibit (the "fig '). Customer hereby
<br />acknowledges and agrees that NEOGOV's provision and performance of, and Customer's access to, the Services is
<br />dependent and conditioned upon Customer's fat[ performance of its duties, obligations and responsibilities hereunder.
<br />(b) Clranga'Otty. Either party may initiate a change to any part or the Order Form by delivering u
<br />written change order request to the ether party. The receiving party shall notify the party makfng such request, in
<br />writing within ten (10) business days orsuch receiving party's receipt of hush change order request, of such receiving
<br />party's acceptance or rejection of the proposed changes, trtlie receiving patty fails to respond within such ten (10)
<br />business day period, such receiving party shall be deemed to have rejected such proposed changes, if die receiving
<br />party apprevcs such change order, the parties shall agree on the estimate or time to complete the changes, associated
<br />costs, an impact analysis indicating ramifications or impacts to the Overall project, a modification of any affected pees,
<br />Services or tte(SiKmblu, unit any other relevant dttalls related to such charge order.
<br />2. Custatner Respoasibilitles. In connection with the performance of this Agreement and the provision of the
<br />Services, Customer shall be responsible for the following:
<br />(a) COmnijallcc..�ft, CAM. Customer shall be responsible for ensuring that Customer's use of the
<br />Services and the perforhtance of Customer's other obligations hereunder comply with all applicable rules, regulations,
<br />laws, code and ordinances.
<br />(b) >ustomer ;(�gti), iind Waiasite: Customer shall be solely responsible for (i) the accuracy and
<br />completeness of all records, databases, data and information provided, submitted or uploaded by Customer or its users
<br />in connection with this Agreement or use of the Services ("Citstamer'Date), (it) the content, quality, performance,
<br />and all other aspects of the goods or services and the information or other content contained in or provided through
<br />Customer's website, and (iii) making and keeping copies of all Customer Data. Except set forth in Section 9(c)(5),
<br />NEOGOV shall have no obligation to provide or make available to Customer, and Customer shall have no right to
<br />receive, a copy ofthe Customer Data or any associated data files In any format.
<br />(c) Acceptable U e, Customer shall not: (i) provide system passwords or other log -in information for
<br />the Services to any third party except those specifically authorized to access the Services in this Agreement; (ii) share
<br />non-public NEOGOV system features or content with any third party; (iii) access the Services in order to build, assist,
<br />or facilitate the assembly urn competitive product or service, to build a product using similar ideas, features, functions
<br />or graphics of the Services, or to copy any ideas,_features, functions or graphics of the Services; (iv) reverse engineer,
<br />docompile, disassemble or otherwise attempt to discover or directly access the source code or any underlying Ideas or
<br />algorithms of any portions critic Services or any underlying software or component thereof; or (v) modify, create
<br />derivative works from, distribute, publicly display, publicly perform, or sublicense the Services except as expressly
<br />permitted by this Agreement. In the event that NEOGOV suspects any breach of the requirements provided in this
<br />r tion. gW, including by ray of users of Customer's system, NEOGOV may suspend Customer's access to the
<br />Services for the reasonablo time required to confirm or deny suspicion, in addition to otherlawful remedies as required,
<br />(d) 11paahmi7git Aecepv, Customer wit) take reasonable steps to prcveru unauthorized access to the
<br />Services, including, without limitation, by protecting its passwords and other log -in information for the Services.
<br />Customer will notify NEOGOV Immediately of any known or suspected unauthorized use of the Services or breach
<br />of Its security and will use best efforts to stop any such breach.
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