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Exhibit A
<br />N ECG
<br />NEOGOV SERVICES AGREEMENT
<br />The City of Santa Ana ("you") agrees that by placing an order through a NEOGOV standard ordering document (the "Order" or
<br />"Ordering Document") you agree to follow and be bound by the terms and conditions set forth herein. "'Governmentjobs.cotn".
<br />"NEOGOV", "we", and "our" means Govemmentjobs.com, Inc.(dba "NEOGOV") and, where applicable, its affiliates;
<br />"Customer", "you", "your" means the Govemmentjobs.com client, customer, or subscriber identified in the Ordering Document.
<br />If you are placing such an Order on behalf of a legal entity, you represent that you have the authority to bind such entity to the
<br />terms and conditions of the Ordering Document and these terms and, in such event, "you" and "your" as used in these agreement
<br />terms shall refer to such entity. "Agreement" shall be used to collectively refer to this NEOGOV Services Agreement (the
<br />"Services Agreemenf'), documents incorporated herein including the applicable Ordering Document and Schedule(s), and
<br />Special Conditions (if any).
<br />Provision of Services. Subject to the terms of this Agreement NEOGOV hereby agrees to provide Customer with, and/or
<br />access its SaaS Applications, Integrations, and Professional Services (each defined below) included or ordered by Customer
<br />in the applicable Ordering Document (collectively referred to as the "Services"). Customer hereby acknowledges and agrees
<br />that NEOGOV's provision and performance of, and Customer's access to, the Services is dependent and conditioned upon
<br />Customer's full performance of its duties, obligations and responsibilities hereunder. This Agreement entered into as of the
<br />date of your signature on an applicable Ordering Document (the "Effective Date'). The Agreement supersedes any prior and
<br />contemporaneous discussions, agreements or representations and warranties.
<br />2. SaaS Subscription Grant.
<br />a) SaaS Subscription. "SaaS Applications" means each proprietary NEOGOV web -based software -as -a -service application
<br />that may be set forth on an Order and subsequently made available by NEOGOV to customer, and associated components
<br />as described in the Service Specifications made available to Customer by NEOGOV in connection with the provision of
<br />SaaS Applications. 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 aon-
<br />sublicensable right to (a) access and use, and to permit Authorized Users to access and use, the SaaS Applications
<br />specified in the Order solely for Customer's internal purposes; (b) generate, print, and download Customer Data as may
<br />result from any access to or use of the SaaS Applications; and (c) train Authorized Users in uses of the SaaS Applications
<br />permitted hereunder (these rights shall collectively he referred to as the "SaaS Subscription") . "Authorized Users" means
<br />(i) Customer employees and (ii) Customer agents, contractors, consultants, and their respective employees, all of which
<br />are pre -approved by NEOGOV.
<br />b) Delivery and Subscription Term. NEOGOV delivers each SaaS Application by providing Customer with online access.
<br />When you access NEOGOV SaaS Applications, you are accepting it for use in accordance with this Agreement. Unless
<br />otherwise specified in an applicable Ordering Document, SaaS Subscriptions shall commence on the Effective Date and
<br />remain in effect for twelve (12) consecutive months, unless terminated earlier in accordance with this Agreement (the
<br />"Initial Term'). Thereafter, SaaS Subscriptions shall automatically renew for successive twelve (12) month terms (each
<br />a "Renewal Term" and together with the Initial Term, collectively, the "Term") unless a party delivers to the other party,
<br />at least thirty (30) days prior to the expiration of the Initial Term or the applicable Renewal Term, written notice of such
<br />parry's intention to not renew this Agreement, or unless terminated earlier in accordance with this Agreement. NEOGOV
<br />shall provide Customer access to the SaaS Applications within a reasonable time following the Effective Date unless
<br />otherwise agreed.
<br />c) Content License. Should Customer purchase access to SaaS Applications containmg audio-visual content ("Licensed
<br />Content"), NEOGOV grants to Customer a non-exclusive, non -transferable, and non-sublicensable license, during the
<br />applicable Term, for Authorized Users to access and view the Licensed Content within the SaaS Application. Customer
<br />shall not permit the Licensed Content to be, or appear to be, reproduced, performed, displayed, or distributed on, as part
<br />of or in connection with any website or other online area other than the SaaS Application. Customer shall not edit, alter,
<br />modify, combine with other content, or create any derivative works of the Licensed Content.
<br />d) Program Documentation. Program Documentation shall mean all user guides, training, and implementation material, and
<br />Service descriptions provided by NEOGOV to Customer in connection with the Services. NEOGOV hereby grants to
<br />Customer a non-exclusive, non-sublicensable, non -transferable license to use, print, and distribute internally via non-
<br />public platforms, the Program Documentation during the Term solely for Customer's internal business purposes in
<br />connection with its use of the Services.
<br />e) Prohibited Access. You may not access the SaaS Applications if you are a direct competitor of NEOGOV or its affiliates.
<br />In addition, you may not access the SaaS Applications for purposes of monitoring their availability, performance, or
<br />functionality, or for any other benchmarking or competitive purposes.
<br />NSA-050119 - PUBLISHED May 1, 2019
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