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<br />constituting Confidential Information of the other party as strictly confidential and wholly owned by such other party
<br />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,
<br />redistribute, market, publish, disclose, or divulge to any other person, firm or entity, cruse or modify for use, directly
<br />or indirectly in any way for any person or entity. (i) any of the other party's Confidential Information during the Term
<br />and for a period of three (3) years thereafter or, if later, from the last date Services (including any warranty work)
<br />are performed by the disclosing party hereunder: and (it) any of the other party's trade secrets at any time during
<br />which such information shall constitute a trade secret under applicable law. In association with NEOGOV's concern
<br />for the protection of trade secrets, Confidential Information, and fair market competition, Customer acknowledges
<br />all pholos, "screen caplures", videos, or related media of NEOGOV products, pages, and related documentation
<br />shall be approved by NEOGOV prlur to any publicly accessible disclosure of such rnedla.
<br />12. Representations, Warranties, and Disclaimers.
<br />a) Service, Parformanca Warranty. NEOGOV warrants that it providas the, Servicas using a rnmmsmially
<br />reasonahle level of care and skill. THE FOREGOING WARRANTY DOES NOT APPLY, AND NEOGOV
<br />STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD -PARTY PRODUCTS.
<br />b) No Other Warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS WARRANTY
<br />SECTION. THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS, AND CUSTOMER'S USE OF THE
<br />SERVICES IS AT ITS OWN RISK. NEOGOV DOES NOT MAKE. AND HEREBY DISCLAIMS. ANY AND ALL
<br />OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES
<br />OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINCEMENT AND TITLE,
<br />AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
<br />NEOGOV DOES NO WARRAN I I HA I I HE SERVICES WILL BE UNIN I ERRUP I ED, ERROR -FREE, OR
<br />COMPLETELY SECURE, OR THAT ANY ERROR WILL BE CORRECTED.
<br />C) Disclaimer of Actions Caused by and/or Under the Control of Third Parties. NEOGOV DOES NOT AND
<br />CANNOT CONTROL THE FLOW OF DATA TO OR FROM THE NEOGOV SYSTEM AND OTHER
<br />PORTIONS OF TI IE INTERNET. SUCI I FLOW DEPENDS IN LARGE PART ON TI IE PERFORMANCE OF
<br />INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES. ACTIONS OR
<br />INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT CUSTOMER'S CONNECTIONS TO
<br />THE INTERNET (OR PORTIONS THEREOF). ALTHOUGH NEOGOV WILL USE COMMERCIALLY
<br />REASONABLE EFFORTS TO TAKE ALL ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID
<br />SUCH EVENTS, NEOGOV CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR.
<br />ACCORDINGLY, NEOGOV DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO
<br />SUCH EVENTS.
<br />(1) Services Do Not Constitute Advice or Credit Reporting. NEOGOV does not provide its customers with legal
<br />advice regarding compliance, data privacy, or other relevant applicable laws in the jurisdictions in which you
<br />use the Services. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES PROVIDED HEREUNDER
<br />ARE NOT INTENDED TO BE AND WILL NOT BE RELIED UPON BY YOU AS EITHER LEGAL, FINANCIAL.
<br />INSURANCE, OR TAX ADVICE. TO THE EXTENTYOU REQUIRE ANY SUCH ADVICE, YOU REPRESENT
<br />THAT YOU WILL SEEK SUCH ADVICE FROM QUALIFIED LEGAL, FINANCIAL. INSURANCE,
<br />ACCOUNTING, OR OTHER PROFESSIONALS. YOU SHOULD REVIEW APPLICABLE LAW IN ALL
<br />JURISDICTIONS WHERE YOU OPERATE AND HAVE EMPLOYEES AND CONSULT EXPERIENCED
<br />COUNSEL FOR LEGAL ADVICE. YOU ACKNOWLEDGE THAT NEOGOV IS NOT A "CONSUMER
<br />RFPORTING AGFNCY" AS THAT TFRM IS DFFINFD IN THE FAIR CRFDIT RFPORTING ACT AS
<br />AMENDED.
<br />e) Configurable Services. The Services can be used in ways that do not Comply with applicable laws and iL is
<br />Customer's sole responsibility to monitor the use of the Services to ensure that such use complies with and is
<br />in accordance with applicable law. In no event shall NEOGOV be responsible or liable for Customer failure to
<br />comply wilh applicable law in connection with your use of the Services. NEOGOV is not responsible for any
<br />harm caused by users who were not authorized to have access to the Services but who were able to gain
<br />access because usernamos, passwords, or accounts were not terminated on a timely basis by Customer.
<br />Customer acknowledges that NEOCOV exercises no control over specific human resource practices
<br />implemented using the Service or Customers decisions as to employment, promotion, termination, or
<br />compenSOtion of any personnel or Authorizod User of the Services. CUStOmertUrthcr agrees and aCknowic0ge
<br />that NEOGOV does not have a direct relationship with Customor omploycos and that Customer is rosponsihlo
<br />for all contact. questions. Customer Data updates and collection. with Customer employees.
<br />City Council 21 — 8 6/15/2021
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