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NEOGOV TM
<br />and to permit Authorized Users to use and access, Platform Data of which NEOGOV makes available through the SaaS
<br />Applications solely for Customer's internal purposes.
<br />c) Privacy. NEOGOV shall process all data in accord with the NEOGOV Privacy Policy available at
<br />https://www.neogov.com/privacy-policy. The defined terms in the NEOGOV Privacy Policy shall have the same
<br />meaning in this Agreement unless otherwise specified herein.
<br />d) Data Responsibilities. NEOGOV will have no responsibility or liability for the accuracy of the Customer Data prior to
<br />receipt of such data into the Services. Customer shall be solely responsible for and shall comply with all applicable laws
<br />and regulations relating to (i) the accuracy and completeness of all information input, submitted, or uploaded to the
<br />Services, (ii) the privacy of users of the Services, including, without limitation, providing appropriate notices to and
<br />obtaining appropriate consents from any individuals to whom Customer Data relates; and (iii) the collection, use,
<br />modification, alteration, extraction, retention, copying, storage, security, disclosure, transfer, disposal, and other
<br />processing of any Customer Data inside and outside the Services (including any personally identifiable information), and
<br />(iv) Customer database(s). NEOGOV is not responsible for lost data caused by the action or inaction of Customer or
<br />Authorized Users. NEOGOV recommends Customer backup their Customer Data outside the Services if necessary.
<br />Unless vital to provide the Services or otherwise mutually agreed in writing, Customer shall not maintain any health,
<br />payment card, or similarly sensitive data that imposes specific data security or data protection obligations within the
<br />Services.
<br />e) Service Usage. NEOGOV may set forth Fees for designated levels of usage and data storage within each SaaS Application
<br />(each a "Storage Quota"), beginning with the Fees payable by Customer for the levels of usage and data storage in effect
<br />as of the Effective Date. NEOGOV will use commercially reasonable efforts to notify Customer in writing if Customer
<br />has reached 80 percent of its then current Storage Quota and Customer may increase its Storage Quota and corresponding
<br />Fee obligations in accordance with NEOGOV's then current usage pyice tiers. Customer acknowledges that exceeding
<br />its then -current Service Allocation may result in service degradation for Customer and other NEOGOV customers and
<br />agrees that (i) NEOGOV has no obligation to permit Customer to exceed its then -current Storage Quota and (ii) Customer
<br />is not entitled to any Service Level Credit for periods during which Customer exceeds its then -current Storage Quota,
<br />regardless of whether the Services fail to meet any availability requirement during such period.
<br />f) External Breach. In the event of a security breach, as defined by applicable law, by anyone other than your employee,
<br />contractor, or agent, upon discovery of such breach, NEOGOV will: (a) initiate remedial actions that are in compliance
<br />with applicable law and consistent with industry standards; and (b) notify you of the security breach, its nature and scope,
<br />and the remedial actions NEOGOV will undertake as determined solely by NEOGOV.
<br />g) Internal Breach. In the event of a security breach, as defined by applicable law, by your Personnel, Authorized, or
<br />unauthorized user, contractor or agent, you shall have sole responsibility for initiating remedial actions and you shall
<br />notify NEOGOV immediately of the breach and steps you will take to remedy the breach.
<br />It. Nondisclosure. Through exercise of each parry's rights under this Agreement, each party may be exposed to the other party's
<br />technical, financial, business, marketing, planning, and other information and data in written, oral, electronic, magnetic,
<br />photographic, and/or other forms, including, but not limited to (a) oral and written communications of one party with the
<br />officers and staff of the other party which are marked or identified as confidential or secret or similarly marked or identified,
<br />(b) other communications which a reasonable person would recognize from the surrounding facts and circumstances to be
<br />confidential or secret, and (c) trade secrets (collectively, "Confidential Information"). In recognition of the other party's need
<br />to protect its legitimate business interests, each party hereby covenants and agrees that it shall regard and treat each item of
<br />information or data constituting Confidential Information of the other party as strictly confidential and wholly owned by such
<br />other party and that it will not, (x) without the express prior written consent of the other party, (y) except as permitted or
<br />authorized herein or, (z) except as required by law including the Public Records Act of the Customer's State, redistribute,
<br />market, publish, disclose, or divulge to any other person, firm or entity, or use or modify for use, directly or indirectly in any
<br />way for any person or entity: (i) any of the other party's Confidential Information during the Term and for a period of three
<br />(3) years thereafter or, if later, from the last date Services (including any warranty work) are performed by the disclosing party
<br />hereunder; and (ii) any of the other party's trade secrets at any time during which such information shall constitute a trade
<br />secret under applicable law. In association with NEOGOV's concern for the protection of trade secrets, Confidential
<br />Information, and fain market competition. Customer acknowledges all photos, "screen captures", videos, or related media of
<br />NEOGOV products, pages, and related documentation shall be approved by NEOGOV prior to any publicly accessible
<br />disclosure of such media.
<br />12. Representations, Warranties, and Disclaimers.
<br />a) Service Performance Warranty. NEOGOV warrants that it will perform the Services in a manner consistent with industry
<br />standards reasonably applicable to the performance thereof.
<br />NSA-v050119 - PUBLISHED May 1, 2019
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