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NEOGOVTM
<br />any third parties to receive such text messages. NEOGOV MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY
<br />KIND, EXPRESS, STATUTORY, OR IMPLIED AS TO: (i) THE AVAILABILITY OF TELECOMMUNICATION
<br />SERVICES; (ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION
<br />SERVICES; AND (iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT
<br />ANY DATA, COMMUNICATIONS, OR SETTINGS CONNECTED WITH THE SERVICES.
<br />19. Taxes. Customer will pay all taxes, duties and levies imposed by all federal, state, and local authorities (including, without
<br />limitation, export, sales, use, excise, and value-added taxes) based on the transactions or payments under this Agreement,
<br />except those taxes imposed or based on NEOGOV's net income or those exempt by applicable state law. Customer shall
<br />provide NEOGOV with a certificate or other evidence of such exemption with ten (10) days of NEOGOV's request therefor.
<br />20. Cooperative Agreement. As permitted by law, it is understood and agreed by Customer and NEOGOV that any government
<br />entity other than Customer (the "New Entity") may purchase the services specified herein in accordance with the terms and
<br />conditions of this Agreement. It is also understood and agreed that each New Entity will establish its own contract with
<br />NEOGOV, be invoiced therefrom and make its own payments to NEOGOV in accordance with the terns of the contract
<br />established between the New Entity and NEOGOV. With respect to any purchases by a New Entity pursuant to this Section,
<br />Customer: (i) shall not be construed as a dealer, re -marketer, representative, partner or agent of any type of NEOGOV, or such
<br />New Entity; (ii) shall not be obligated, liable or responsible for any order made by New Entities or any employee thereof
<br />under the agreement or for any payment required to be made with respect to such order; and (iii) shall not be obliged, liable
<br />or responsible for any failure by any New Entity to comply with procedures or requirements of applicable law or to obtain the
<br />due authorization and approval necessary to purchase under the agreement. Termination of this Agreement shall in no way
<br />limit NEOGOV from soliciting, entering into, or continuing a contractual relationship with any New Entity.
<br />21. Publicity. Each party hereto may advertise, disclose, and publish its relationship with the other party under this Agreement.
<br />22. Authority. Each party represents and warrants to the other party that (i) it has full power and authority under all relevant laws
<br />and regulations and is duly authorized to enter into this Agreement; and (ii) to its knowledge, the execution, delivery and
<br />performance of this Agreement by such party does not conflict with any agreement, instrument or understanding, oral or
<br />written, to which it is a party or by which it may be bound, nor violate any law or regulation of any court, governmental body
<br />or administrative or other agency having jurisdiction over it.
<br />23. Force Majeure. NEOGOV shall not be liable for any damages, costs, expenses or other consequences incurred by Customer
<br />or by any other person or entity as a result of delay in or inability to deliver any Services due to circumstances or events
<br />beyond NEOGOV's reasonable control, including, without limitation: (a) acts of God; (b) changes in or in the interpretation
<br />of any law, rule, regulation or ordinance; (c) strikes, lockouts or other labor problems; (d) transportation delays; (e)
<br />unavailability of supplies or materials; (f) five or explosion; (g) riot, military action or usurped power; or (h) actions or failures
<br />to act on the part of a governmental authority.
<br />24. Assignment. Customer may not assign this Agreement without the express written approval of NEOGOV and any attempt at
<br />assignment in violation of this Section shall be null and void.
<br />25. Entire Agreement; Amendment. This Services Agreement and documents incorporated herein (including all Service
<br />Specifications and Schedules), the applicable Ordering Document, and Special Conditions (if any) constitute the entire
<br />agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous oral and
<br />written statements of any kind whatsoever made by the parties with respect to such subject matter. "Special Conditions" means
<br />individually negotiated variations, amendments and/or additions to this Service Agreement of which are either drafted, or
<br />incorporated by reference, into the Ordering Document. Any Customer proposal for additional or different terms, or Customer
<br />attempt to vary in any degree any of the terms of this Agreement is hereby objected to and rejected but such proposal shall not
<br />operate as a rejection of this Service Agreement and Ordering Document unless such variances are in the terms of the
<br />description, quantity, or price but shall be deemed a material alteration thereof, and this Service Agreement and the applicable
<br />Ordering Document shall be deemed accepted by the Customer without said additional or different terms. It is expressly agreed
<br />that the terms of this Agreement and any NEOGOV Ordering Document shall supersede the terms in any non-NEOGOV
<br />purchase order or other ordering document. Notwithstanding the foregoing, any conflict of terms shall be resolved by giving
<br />priority in accordance with the following order: 1) Special Conditions (if any), 2) NEOGOV Ordering Document, 3) the
<br />applicable NEOGOV Services Agreement, Service Specifications, Schedules, and other incorporated documents, 4) Customer
<br />terms and conditions (if any). This Agreement supersedes the terms and conditions of any clickthrough agreement associated
<br />with the Services. This Agreement may not be modified or amended (and no rights hereunder may be waived) except through
<br />a written instrument signed by the party to be bound.
<br />26. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Customer's State of
<br />residence, without giving effect to conflict of law rules.
<br />NSA-v050119 - PUBLISHED May 1, 2019
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