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<br />operation of the Services including any end user visit, session, impression, clickthrough or click stream data,
<br />as well as log, device, transaction data. or other analysis, information, or data based on or derived from any
<br />of the foregoing. NEOGOV shall exclusively own all right, title and interest in and to all Platform Data.
<br />NEOGOV grants to Customer a limited, non -perpetual, non-exclusive, non -transferable, and non-
<br />sublicensable license during the Term to use and access, and to permit Authorized Users to use and access.
<br />Platform Data of which NEOGOV makes available through the SaaS Applications solely for Customer's
<br />internal purposes. Customer acknowledges NEOGOV may compile Platform based on Customer Data input
<br />into the Services. Customer agrees that NEOGOV may (i) make Platform Data publicly available in compliance
<br />with applicable law, and (it) use Platform Data to the extent and in the manner permitted under applicable law.
<br />b) Privacy Policy; Data Processing Agreement. NEOGOV shall process all data In accord with the NEOGOV
<br />Privacy Policy available at httpsllwww.neogov.com/privacy-policy. The defined terns in the Privacy Policy
<br />Shall have the same meaning in this Agreement unless otherwise specified herein. To the extent Customer
<br />uses the Services to target and collect personal information form users located in the European Union,
<br />European Economic Area, or Switzerland (the "FU"), or has Authorized User; accessing the Sarvires from
<br />the ED, the NEOGOV Data Processing Addendum ("DPA") avniiahie nt httpsJ/www.neagov.romiservire-
<br />specifications is incorporated herein by reference.
<br />c) Data Responsibilities. Customer is solely responsible for the development, content, operation, maintenance.
<br />and use of Customer Data. NEOGOV will have no responsibility or liability for the accuracy of the Customer
<br />Data prior to receipt of such data into the Services. Customer shall be solely responsible for and shall comply
<br />with all applicable laws and regulations relating to (i) the accuracy and completeness of all information input,
<br />submitted, or uploaded to the Services, (ii) the privacy of users of the Services, including, without limitation,
<br />providing appropriate notices to and obtaining appropriate consents from any individuals to whom Customer
<br />Data relates, and (iii) the colloction, use, modification, alteration, Cxtraction, retention, copying, oxternal
<br />storage, disclosure, transfer, disposal, and other processing of any Customer Data. NEOGOV is not
<br />rosponsibio for lost data caused by the action or inaction of Customer or Authorized Users. Unless vital to
<br />provide the Services or otherwise mutually agreed in writing, Customer shall not maintain any financial, health,
<br />payment card, or similarly sensitive data that imposes specific data security or data protection obligations
<br />within the Services.
<br />d) Breach Notice. In the event of a data or security breach, as defined by applicable law, by anyone other than
<br />your employee, contractor, or agent, upon discovery of such breach, NEOGOV will initiate remedial actions
<br />and notify Customer of the breach as required by and in compliance with applicable law. NEOGOV's
<br />notification of, or response to, a data breach under this Section will not be construed as an acknowledgement
<br />by NEOGOV of any fault or liability with respect to the breach. In the event of a security breach, as defined by
<br />applicable law, by your Personnel, Authorized, or unauthorized user, contractor or agent, you shall have sole
<br />responsibility for initiating remedial actions and you shall notify NEOGOV of the breach and steps you will take
<br />to remedy the breach as soon as possible. Customer is solely responsible for complying with data breach
<br />notification laws applicable to the Customer and fulfilling any third -party notifiration obligations related to any
<br />data breach(es).
<br />10. Subcontractors, Third Party Products. NEOCOV may from time to time in its discretion engage third parties to
<br />perform Services (each, a "SubCorltrdL or"). "Third -Party Products" means dry products, content, services,
<br />Information, websltes, or other materials that are owned by third partles and are Incorporated Into or accesslbie
<br />through the Services. The Services may permit access to Third -Party Products. For purposes of this Services
<br />Agreement, such Third -Party Products are Subject to their own terms and conditions presented to you for
<br />arrPptanrp by wphsitp. link or otherwise. If you do not agrpe to abide by the appllrahip terms for any gnrh Third -
<br />Party Products, then you should not install, access, or use such Third -Party Products. NEOGOV cannot guarantee
<br />the continued availability of such Third -Party Products and may cease providing them withnut entitling Customer
<br />to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third -Party
<br />Product ceases to make the third -party application available for interoperation with the corresponding NEOGOV
<br />Service in a manner acceptable to NEOGOV.
<br />11. Nondisclosure. Through exercise of each party s rights under this Agreement. each party may be exposed to the
<br />other party's technical, financial, business, marketing, planning, and other information and data in written, oral,
<br />electronic, magnetic, photographic, and/or other forms, including, but not limited to (a) oral and written
<br />Communications of one party with the officers and staff of the other party which are marked or identified as
<br />contidcntial or socrct or similarly marked or idontitiod, (b) other Comm a nicetionS which a reasonable person would
<br />rocngni7e from the. surrounding facts and circumstances to be confidential or socrct, and (r,) trade secrets
<br />(collectively. "Confidential Information'). In recognition of the other party's need to protect its legitimate business
<br />interests, each party hereby covenants and agrees that it Shall regard and treat each item of information or data
<br />City Council 21 — 7 6/15/2021
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