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<br />13. Customer Compliance. Customer shall be responsible for ensuring that Customer's use of the Services and the
<br />performance of Customer's other obligations hereunder comply with all applicable rules, regulations, laws, codes,
<br />and ordinances. Customer is responsible for Customer's information technology infrastructure, including
<br />computers, software, databases, electronic systems (including database management systems), and networks,
<br />whether operated directly by Customer or through the use of third -party services equipment and facilities required
<br />to access the Services. All users of the Services are obligated to abide by the Terms of Use available at
<br />https://www.iieogov.com/terms-of-use. Customer shall be responsible for procuring all licenses of third -party
<br />software necessary for Customer's use of the Services. Customer is responsible and liable for all uses of the
<br />Services, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement.
<br />14. Indetnnlflcatlon
<br />a) Indemnity. Subject to subsections (b) through (d) of this Section, if a third party makes a claim against
<br />Customer that any NEOGOV intellectual property furnished by NEOGOV and used by Customer infringes a
<br />third party's intallachral proparty rights, NEOGOV will defend the CIIStnnler against the claim and indemnify
<br />the Custnmer from the damages and liabilities awarded by the court to the third -party claiming infringement
<br />or the Settlement agreed to by NEOGOV, if Customer does the following:
<br />i) Notifies NEOGOV promptly in writing, not later than thirty (30) days after Customer receives notice of the
<br />claim (or sooner if required by applicable law):
<br />ii) Gives NEOGOV sole control of the defense and any settlernerIL negotiations: and
<br />iii) Gives NEOGOV the information, authority, and assistance NEOGOV needs to defend against or settle
<br />the claim.
<br />b) Alternative Resolution. It NEOGOV believes or it is determined that any of the Services may have violated a
<br />third party's intellectual property rights, NEOGOV may choose to either modify the Services to be non -
<br />infringing or obtain a license to allow for continued use. If these alternatives are not commercially reasonable.
<br />NEOGOV may end the subscription or license for the Services and refund a pro -rasa portion of any fees
<br />covering the whole months that would have remained, absent Such early termination, following the effective
<br />date of Such early termination.
<br />c) No Duty to Indemnify. NEOGOV will not indemnify Customer if Customer alters the Service or Service
<br />Specifications, or uses it outside the scope of use or if Customer uses a version of the Service or Service
<br />Specifications which has been superseded, if the infringement claim could have been avoided by using an
<br />unaltered current version of the Services or Service Specifications which was provided to Custorer. or if the
<br />Customer continues to use the infringing material after the subscription expires. NEOGOV will not indemnify
<br />the Customer to the extent that an infringement claim is based upon any information, design, specification,
<br />instruction, software, data, or material not furnished by NEOGOV. NEOGOV will not indemnify Customer for
<br />any portion of an infringement claim that is based upon the combination of Service or Service Specifications
<br />with any products or services not provided by NEOGOV. NEOGOV will not indemnify Customer for
<br />infringement caused by Customer's actions against any third party if the Services as delivered to Customer
<br />and used in accordance with the terms of the Agreement would not otherwise infringe any third -party
<br />intellectual property rights.
<br />d) ExLluslve Remedy. This Section provides the exclusive remedy for any Intellectual property Infringement
<br />claims or damages against NEOGOV.
<br />15. 1 imitations of I iahility.
<br />a) EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO
<br />EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS
<br />SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF
<br />CONTRACT. TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a)
<br />LOSS OF PRODUCTION, USE. BUSINESS. REVENUE. OR PROFIT OR DIMINUTION IN VALUE: (b)
<br />IMPAIRMENT. INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES. (c) LOSS.
<br />DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d)
<br />COST OF REPLACEMENT COODS OR SERVICES; (e) LOSS OF GOODWILL, LOSS OF BUSINESS
<br />OPPORTUNITY OR PROFIT, OR LOSS OF REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL,
<br />INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNIIIVE DAMAGES, REGARDLESS OF
<br />WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES
<br />OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. AND NOTWITHSTANDING THE
<br />FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
<br />City Council 21 — 9 6/15/2021
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