|
Docusign Envelope ID:4F71 1 A08-6576-4765-B50B-29AAF403F8AD
<br /> NEOGOV TM PUwerDMS
<br /> Digital Management Software
<br /> A NE(1601f to W.
<br /> Exhibit B
<br /> Integration Terms Addendum
<br /> NEOGOV offers integrations and platform APIs for integrations to third party systems("Integration Services"), Customer
<br /> may use only those Integration Services purchased or subscribed to as listed within the NEOGOV Order Form. The following
<br /> terms(the"Integration Terms Addendum") shall apply to the extent that Customer utilizes a system integration between the
<br /> Services and either: (a) an affiliated integrated service, including those found at
<br /> ht s://a i.neo ov.com/connect/marke lace.htmT ("Affiliated APT") or to the extent that Customer utilizes a system
<br /> integration between the Services and an unaffiliated third-party service ("Customer Application") integrated using
<br /> NEOGOV's open API("Open API"). Integration Services are not available for HRIS Services and this Exhibit B shall not
<br /> apply to HRIS Services,
<br /> 1. Provision of Integrations. Subject to and conditioned on compliance with all terms and conditions set forth in this
<br /> Agreement,NEOGOV hereby grants Customer a limited,revocable,non-exclusive,non-transferable,non-sublicensable
<br /> license during the applicable Term to use and/or access the Affiliated APT as described in this Agreement,or the Open
<br /> API for communication between Customer's human resource related third application(s) that will interoperate with
<br /> NEOGOV Services(collectively these uses shall be referred to as the"API"or"Integration").Customer acknowledges
<br /> there are no implied licenses granted under this Agreement.NEOGOV reserves all rights that are not expressly granted.
<br /> Customer may not use the API for any other purpose without our prior written consent.Customer may not share the API
<br /> with any third party, must keep the API and all log-in information secure,and must use the API key as Customer sole
<br /> means of accessing the API.
<br /> 2. Integration Intellectual Pro e .All right,title,and interest in the API and any and all information,data,documents,
<br /> materials, inventions,technologies,know-how,descriptions,requirements,plans,reports,works,intellectual property,
<br /> software, hardware, systems, methods, processes, and inventions, customizations, enhancements, improvements and
<br /> other modifications based on or derived from the API are and will remain,as appropriate,with NEOGOV.All right,title,
<br /> and interest in and to the third-party materials,including all intellectual property rights therein,are and will remain with
<br /> their respective third-party rights holders subject to the terms and conditions of the applicable third-party license
<br /> agreements.Customer has no right or license with respect to any third-party materials except as expressly licensed under
<br /> such third-party license agreements.
<br /> 3. Integration Terms of Use. Except as expressly authorized under this Agreement,you may not remove any proprietary
<br /> notices from the API;use the APT in any manner or for any purpose that infringes,misappropriates,or otherwise violates
<br /> any intellectual property rightor other right of any person,or that violates any applicable law;combine or integrate the
<br /> APT with any software, technology, services, or materials not authorized by NEOGOV; design or permit Customer
<br /> Application(s) to disable, override, or otherwise interfere with any NEOGOV-implemented communications to end
<br /> users, consent screens, user settings, alerts, warning, or the like; use the API in any of Customer Applications) to
<br /> replicate or attempt to replace the user experience of the Services;or attempt to cloak or conceal Customer identity or
<br /> the identity of Customer Application(s)when requesting authorization to use the API.
<br /> 4. Customer Integration Responsibilities. Customer,Customer developed web or other software services or applications,
<br /> and Customer third-party vendors that integrate with the API(collectively the"Customer Applications"),shall comply
<br /> with all terms and conditions of this Agreement,all applicable laws,rules,and regulations,and all guidelines,standards,
<br /> and requirements that may be posted on https://4pi.neogov.com/connect/index.htrnl from time to time. In addition,
<br /> Customer will not use the API in connection with or to promote any products,services,or materials that constitute,
<br /> promote, or are used primarily for the purpose of dealing in spyware, adware,or other malicious programs or code,
<br /> counterfeit goods,items subject to U.S.embargo,unsolicited mass distribution of email("spam"),multi-level marketing
<br /> proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory,
<br /> obscene,pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous
<br /> materials,or any illegal activities.
<br /> 5. Cooperation. If applicable,Customer shall timely provide such cooperation,assistance,and information as NEOGOV
<br /> reasonably requests to enable the APT.NEOGOV is not responsible or liable for any late delivery or delay or failure of
<br /> performance caused in wholeor in part by Customer's delay in performing,or failure to perform,any of its obligations
<br /> under this Agreement.NEOGOV will provide Customer maintenance and support services for API issues arising from
<br /> the information technology designed,developed,and under then current control of NEOGOV.NEOGOV shall have no
<br /> obligation to provide maintenance or support for issues arising from the inaction or action of Customer or third parties
<br /> of which are outside NEOGOV control.
<br /> 6. Provision of Open API.In the event license fees orother payments are not due in exchange for the right to use and access
<br /> the Open API,you acknowledge and agree that this arrangement is made in consideration of the mutual covenants set forth
<br /> 13
<br />
|