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^' G W � INN
<br />Ii �L, ,�rI��iM" Exhibit A
<br />NEOGOV SERVICES AGREEMENT
<br />V0201'21
<br />You agree that by placing an order through a NEOGOV standard ordering document (the "Order" or "Ordering
<br />Document") you agree to follow and be bound by the terms and conditions set forth herein. "Govern mentjobs. com",
<br />'NEOGOV", "we", and "our" means Govern mentjobs.com, Ine.(dba "NEOGOV") and, where applicable, its affiliates;
<br />'Customer'. 'you your means the Governmentjobs.corn client, customer, or subscriber identified in the Ordering
<br />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
<br />to the terns and conditions of the Ordering Document and these terms and, in such event, "you' and "your' as used in
<br />these agreement terms shall refer to such entity. "Agreement' shall be used to collectively refer to this NEOGOV
<br />Services Agreement (the "Services Agreement"). documents incorporated herein including the applicable Ordering
<br />Document and Schedule(s), and Speclal Conditions (If any).
<br />Provision of Services. Subject to the terms of this Agreement NEOGOV hereby agrees to provide Customer with
<br />ace PSS 10 iN SaaS AppllcetlonS and ProfeSSlonal SP.MICPS (each defined below) Inclnd Pd or ordered by CwStomer
<br />in the applicable Ordering Document (collectively referred to as the "Services"). Customer hereby acknowledges
<br />and agrees that NEOGOV s provision and performance of, and Customer's access to, the Services is dependent
<br />and conditioned upon Cuslomer's full performance of its duties, obligations and responsibilities hereunder. This
<br />Agreement entered into as of the date of your signature on an applicable Ordering Dxument or use of the Services
<br />commences (the "Effective Date"). The Agreement supersedes any prior and contemporaneous discussions.
<br />agreements or representations and warranties.
<br />2. SaaS Subscription.
<br />a) Subscription Grant. "SaaS Applications' means each proprietary NEOGOV web -based software -as -a -service
<br />application that may be set forth on an Order and subsequently made available by NEOGOV to customer,
<br />and associated components as described in the Service Specifications made available to Customer by
<br />NEOGOV. Subject to and conditioned on Customer's and its Authorized Users' compliance with the terms and
<br />crmditinns of this Agreement NFOGOV herehy grants to Customer a limited non-exclusive, non-transferahe,
<br />and non-suhlicansahls right to (a) access and list, and to permit Authorized Users to access and use, the
<br />SaaS Applications specified in the Order solely for Customer's internal, non-commercial purposes; (b)
<br />generate, print, and download Customer Data as may result from any access to or use of the SaaS
<br />Applications, and (c) train Authorized Users in uses of [lie SaaS Applications permitted hereunder (these rights
<br />shall collectively be referred to as the "SaaS Subscription") . "Authorized Users" means (1) Customer
<br />employees. agents. contractors, consultants who are authorized by Customer to access and use the Services
<br />under the rights granted to Customer pursuant to this Services Agreement and (ii) for whom access to the
<br />Services has boon purchased hereunder. You may not access the SaaS Applications if you are a direct
<br />competitor of NEOGOV or its affiliates. In addition, you may not access the SaaS Applications for purposes
<br />of monitoring their availability, performance, or functionality, or for any othor bonchmarking or competitive
<br />Purposes.
<br />b) Delivery and Subscription Term. NEOGOV delivers each SaaS Application by providing Customer with online
<br />access. When you access NEOGOV SaaS Applications, you are accepting it for use in accordance with this
<br />Agreement. Unless otherwise specified in an applicable Ordering Document, SaaS Subscriptiuns shall
<br />commence on the Effective Date and remain in effect for twelve (12) consecutive months, unless terminated
<br />earlier in accordance with this Agreement ([he "Initial Term"). Thereafter, SaaS Subscriptions shall
<br />automatically renew for successive twelve (12) month terms (each a "Renewal Term" end together with the
<br />Initial Term, collectively, the Term") unless a party clelivels to the other party, at least thirty (30) days prior to
<br />the expiration of the Initial Term orthe. applicable Renewal Term, written notice of such parfy's intention to not
<br />renew this Agreement, or unless terminated earlier in accordance with this Agreement. NEOGOV shall provide
<br />Customer access to the SaaS Applications within a reasonable time following the Effective Date unless
<br />otherwise agreed.
<br />c) Content and Program Documentation. Should Customer purchase access to SaaS Applications containing
<br />audio-visual content ('Licensed Content"). NEOGOV grants to Custorer a non-exclusive. non -transferable.
<br />and non-sublicensable license, during the, applicable Term, for Authorized Users to access and view the
<br />Licensed Content within the SaaS Application. Customer shall not permit the Licensed Content to be, or
<br />appear to he, reproduced, performed, displayed, or distrihuted on, as part of or in connection with any website
<br />or nther online area other than the SaaS Application. Customer shall not edit, alter, modify, combine with other
<br />City Council 21 — 4 6/15/2021
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