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Docusign Envelope ID:4F711A0B-6576-4765-135013-29AA17403FSAD
<br /> TM PowerDMS
<br /> NEOGOV Digital Management Software
<br /> 3, Customer Responsibilities.
<br /> a) Mana i ig the Subscription. Customer may use the Service in a manner consistent with the terms of this Agreement.
<br /> Customer will provide NEOGOV all information needed to process the Order Form to activate the subscription and
<br /> provision the Service to the Customer.
<br /> b) Managing Authorized Users.Customer is responsibie for managing the Authorized Users on its account on the Service.
<br /> i) Invitations and Permissions.Customer is responsible for determining which persons to invite to join the Customer's
<br /> account on the Service and for all actions by Authorized Users on Customer's account on the Service.Customer is
<br /> solely in control of the individual permissions on the Customer's account.
<br /> ii) Customer Obligations. Customer must. (A)obtain any rights,permissions,or consents that are necessary for the
<br /> Authorized User's lawful use of Customer Data and the operation of the Service. (B) ensure that the transfer and
<br /> processing of Customer Data under the Agreement is lawful; and(C) respond to and resolve any dispute with an
<br /> Authorized User relating to or based on Customer Data,the Service,or Customer's failure to fulfill its obligations
<br /> under the Agreement or applicable law. Customer will not,and will ensure its Authorized Users do not(a)make
<br /> any of the Services available to anyone other than Authorized Users or use any Services for the benefit of anyone
<br /> other than Customer and its Authorized Users, unless otherwise agreed in writing by the parties, (b) sell, resell,
<br /> license,sublicense,distribute,make available,rent or lease any of the Services,or include any of the Services in a
<br /> service bureau or outsourcing offering,unless otherwise agreed in writing by the parties,(c)use the Services to store
<br /> or transmit infringing,libelous,or otherwise unlawful or tortious material,or to store or transmit material in violation
<br /> of the privacy rights,publicity rights,copyright rights,or other rights of any person or entity,(d)use the Services
<br /> to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example, viruses,
<br /> worms, time bombs and Trojan horses, (e) interfere with or disrupt the integrity or performance of the Services
<br /> (including,without limitation,activities such as security penetration tests,stress tests,and spamming activity), (f)
<br /> attempt to gain unauthorized access to the Services or its related systems or networks, (g) disassemble, reverse
<br /> engineer,or decompile the Services,or modify,copy,or create derivative works based on the Services or any part,
<br /> feature, function or user interface thereof,(h)remove the copyright,trademark,or any other proprietary rights or
<br /> notices included within NEOGOV intellectual Property and on and in any documentation or training materials,or
<br /> (i)use the Services in a manner which violates the terms of this Agreement,any Order Form or any applicable laws.
<br /> 4. Professional Services. "Professional Services" shall mean professional services purchased by Customer as detailed in an
<br /> applicable Order Form or NEOGOV Scope of Work(SOW) describing the work to be performed, fees,and any applicable
<br /> milestones, dependencies, and other technical specifications or related information. Professional Services include training,
<br /> set-up,implementation,and best practices of and concerning the SaaS Applications. Professional Services are subject to the
<br /> terms of the Professional Services Addendum made available on the NEOGOV Site and made a part hereof and may be subject
<br /> to additional terms pursuant to an SOW and Service Specifications describing,if applicable,the work to be performed,fees,
<br /> and any applicable milestones,dependencies,and other technical specifications or related information.Order Forms or SOWS
<br /> must be signed by Customer before NEOGOV shall commence work.If Customer executes a separate SOW,this Agreement
<br /> and documents incorporated herein(including but not limited to the Professional Services Addendum) shall control in the
<br /> event of a conflict with the terms of the SOW.
<br /> 5. PaymentTerms.
<br /> a) Fees. Customer shall pay all Subscription,Onboarding and Set-Up fees("Subscription Fees")and Professional Service
<br /> fees("Professional Service Fees", collectively the"Fees") as set forth in an Order Form within thirty(30)days of the
<br /> date of NEOGOV's invoice. Fees shall be invoiced annually in advance and in a single invoice for each Term. Unless
<br /> explicitly stated otherwise in an Order Form,all payments due under an Order Form are expressed in and shall be paid in
<br /> U.S. dollars. Invoices shall be delivered to the stated"Bill To" party on the Order Form. Unless explicitly provided
<br /> otherwise,once placed the Order Form is non-cancellable and sums paid nonrefundable.Any invoiced amount that is not
<br /> received by NEOGOV when due as set forth in an Order Form will be subject to a late payment fee of 1.5%per month
<br /> or the maximum rate permitted by law,whichever is lower. If any amount owing by Customer is more than 30 days
<br /> overdue,NEOGOV may,without limiting its other rights and remedies,suspend the Services until such amounts are paid
<br /> in full. If Subscription Fees are based upon the Authorized User or employee count as may be specified in an Order
<br /> Form,Customer shall owe NEOGOV supplemental Subscription Fees to the extent Customer exceeds the number of
<br /> Authorized Users or employees set forth in the Order Form. Except as otherwise specifically stated in the Order Form,
<br /> NEOGOV may change the charges for the Services with effect from the start of each Renewal Term by providing
<br /> Customer with new pricing at least thirty(30)day notice prior to commencement of a Renewal Term. The new pricing
<br /> shall be deemed to be effective if Customer(a) returns an executed Order Form to NEOGOV,(b) remits payment to
<br /> NEOGOV of the fees set forth in the invoice referencing the new pricing,or(c)the Customer or any of its Authorized
<br /> Users access or use the Services after the expiration of the previous Term.
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