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INSURANCE NOT ON FILE A-2025-088
<br /> WORK MAY NOT PROCEED
<br /> CITY C[FRK JUL 0 3 2025 DATE` NEOGOV
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<br /> Digital Management Software
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<br /> SERVICES AGREEMENT
<br /> V 01 1025
<br /> You agree that by placing an order through a NEOGOV standard ordering document such as an"Order Form", "Service Order,"
<br /> "Ordering Document,""SOW," "Invoice" or other document mutually agreed by the parties detailing the services, pricing and
<br /> subscription term(each, an"Order Form" for purposes of this Agreement),you agree to follow and be bound by the terms and
<br /> conditions set forth herein. "Governmentjobs.com", "NEOGOV", "we", and "our" means Governmentjobs.com, Inc.(D/B/A/
<br /> NEOGOV),for and on behalf of itself and its subsidiaries PowerDMS,Inc.,Cuehit,Inc.,Ragnasoft LLC(D/B/A/PlanIT Schedule),
<br /> and Design PD, LLC (D/B/A Agency360) (collectively, "NEOGOV" and, where applicable, its other affiliates); "Customer",
<br /> "you","your"means the NEOGOV client,customer,and/or the subscriber identified in the Order Form),
<br /> "Services Agreement"or the"Agreement"shall be used to collectively refer to this NEOGOV Services Agreement, documents
<br /> incorporated herein including the applicable Order Form, each Addendum (as applicable), and Special Conditions (if any).
<br /> "Addendum" means each Addendum set forth either as an Exhibit hereto or otherwise made available at
<br /> https://www.nt-ogov,rom/scrvice-specifications(the"NEOGOV Site")and,as applicable,made a part of this Agreement."Special
<br /> Conditions"means individually negotiated variations,amendments and/or additions to this Service Agreement of which are either
<br /> drafted,or incorporated by reference,into the Order Form.
<br /> 1. Provision of Services.Subject to the terms of this Agreement NEOGOV hereby agrees to provide Customer with access to its
<br /> SaaS Applications and Professional Services(each defined below) included or ordered by Customer in the applicable Order
<br /> Form (collectively referred to as the "Services"). In addition, to the extent NEOGOV provides Customer with access to
<br /> additional NEOGOV software in order to access Customer Data (as defined below) or otherwise enhance product
<br /> implementation or functionality,Customer's use of such software will be deemed to be part of the Services and the terms and
<br /> conditions of this Agreement shall apply. Customer hereby acknowledges and agrees that NEOGOV's provision and
<br /> performance of,and Customer's access to,the Services is dependent and conditioned upon Customer's full performance of its
<br /> duties,obligations and responsibilities hereunder.This Agreement entered into as of the earlier of:(i)date of your signature
<br /> on an applicable Order Form;or(ii)use of the Services commences(the"Effective Date").The Agreement supersedes any
<br /> prior and contemporaneous discussions,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 application
<br /> that may be set forth on an Order Form and subsequently made available by NEOGOV to Customer, and associated
<br /> components as described in any written service specifications made available to Customer by NEOGOV(the"Service
<br /> Specifications"). Subject to and conditioned on Customer's and its Authorized Users' compliance with the terms and
<br /> conditions of this Agreement,NEOGOV hereby grants to Customer a limited,non-exclusive,non-transferable,and non-
<br /> subiicensable right to(i)onboard,access and use,and to permit Authorized Users to onboard,access and use,the SaaS
<br /> Applications specified in the Order Form solely for Customer's internal,non-commercial purposes;(ii)generate,print,
<br /> and download Customer Data as may result from any access to or use of the SaaS Applications;and(iii)train Authorized
<br /> Users in uses of the SaaS Applications permitted hereunder(these rights shall collectively be referred to as the"SaaS
<br /> Subscription"). "Authorized Users"means(1)Customer employees,agents,contractors,consultants("Personnel")who
<br /> are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Services
<br /> Agreement and(2)for whom access to the Services has been purchased hereunder. You shall not exceed the usage limits
<br /> (if any)as detailed in the user tier in the applicable Order Form.You may not access the SaaS Applications if you are a
<br /> direct competitor of NEOGOV or its affiliates. In addition,you may not access the SaaS Applications for purposes of
<br /> monitoring their availability,performance,or functionality,or for any other benchmarking or competitive purposes. You
<br /> shall be responsible for each Authorized User's access to and use of the SaaS Applications and compliance with
<br /> applicable terms and conditions of this Agreement.
<br /> h) Subscription Term. Unless otherwise specified in an applicable Order Form,SaaS Subscriptions shall commence on the
<br /> Effective Date and remain in effect for twelve(I2)consecutive months,unless terminated earlier in accordance with this
<br /> Agreement (the "Initial Term"). Thereafter, SaaS Subscriptions shall automatically renew for successive twelve (12)
<br /> month terms(each a"Renewal Term"and together with the Initial Term,collectively,the"Term")unless a party delivers
<br /> to the other party,at least thirty(30)days prior to the expiration of the Initial Term or the applicable Renewal Term,
<br /> written notice of such party's intention to not renew the SaaS Subscriptions,or unless terminated earlier in accordance
<br /> with this Agreement. The Term for the Services is a continuous and non-divisible commitment for the full duration
<br /> regardless of any invoice schedule.The purchase of any Service is separate from any other order for any other Service.
<br /> Customer may purchase certain Services independently of other Services.Your obligation to pay for any Service is not
<br /> contingent on performance of any other Service or delivery of any other Service.
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