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Docusign Envelope ID:4F711A08-6576-4765-65013-29AAF403HAD <br /> TM NbwerDMS <br /> NEOGOV <br /> Digital Management Software <br /> INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES <br /> PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES,ACTIONS OR INACTIONS OF SUCH THIRD <br /> PARTIES CAN IMPAIR OR DISRUPT CUSTOMER'S CONNECTIONS TO THE INTERNET (OR PORTIONS <br /> THEREOF). ALTHOUGH NEOGOV WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL <br /> ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, NEOGOV CANNOT <br /> GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY,NEOGOV DISCLAIMS ANY AND <br /> ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS OR WITH RESPECT TO ANY THIRD <br /> PARTY SERVICES. <br /> f) No Medical Advice. Through certain Services,NEOGOV may make certain telehealth related information available to <br /> Customer and/or facilitate user access to telemedicine, expert medical services, and/or emergency medical services. <br /> NEOGOV is independent from healthcare providers who provide telemedicine services and is not responsible for such <br /> healthcare providers'acts,omissions or for any content or communications made by them.The Services do not provide <br /> medical advice and do not create a healthcare provider/patient relationship between Customer and NEOGOV or <br /> otherwise.Any Services,or content accessed from the Services,are for informational purposes only and do not constitute <br /> medical advice. Customer should seek professional medical advice,diagnosis,and/or treatment for any and all medical <br /> conditions,whether as a result of using Services or otherwise. NEOGOV IS NOT RESPONSIBLE OR LIABLE FOR <br /> ANY ADVICE, COURSE OF TREATMENT, DIAGNOSIS OR ANY OTHER TREATMENT OR INFORMATION <br /> THAT CUSTOMER OR ITS USERS MAY OBTAIN THROUGH THE USE OF THE SERVICES. <br /> 14, Indemnification. <br /> a) Customer Indemnity.To the extent permitted by applicable law, Customer will defend and indemnify NEOGOV from <br /> and against any claim,demand,suit or proceeding made or brought against NEOGOV(i)by a third party alleging that <br /> any Customer Data infringes or misappropriates such third party's intellectual property rights, (ii) in connection with <br /> Customer's violation of any applicable laws,or(iii)any claim or allegation by any third party resulting from or related <br /> to Customer's or any of its Authorized User's breach of Section 3 of this Agreement. <br /> b} NEOGOV Indemnity.Subject to subsections 14(b)(i)through 14(b)(iii)and 14(c)of this Section,if a third party makes <br /> a claim against Customer that any NEOGOV intellectual property furnished by NEOGOV and used by Customer <br /> infringes a third party's intellectual property rights,NEOGOV will defend the Customer against the claim and indemnify <br /> the Customer from the damages and liabilities awarded by the court to the third-party claiming infringement or the <br /> settlement agreed to by NEOGOV. <br /> i) Alternative Resolution.If NEOGOV believes or it is determined that any of the Services may have violated a third <br /> party's intellectual property rights,NEOGOV may choose to either modify the Services to be non-infringing or <br /> obtain a license to allow for continued use. If these alternatives are not commercially reasonable,NEOGOV may <br /> end the subscription or license for the Services and refund a pro-rata portion of any fees covering the whole months <br /> that would have remained,absent such early termination,following the effective date of such early termination. <br /> ii) 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 unaltered <br /> current version of the Services or Service Specifications which was provided to Customer, or if the Customer <br /> continues to use the infringing material after the subscription expires.NEOGOV will not indemnify the Customer <br /> to the extent that an infringement claim is based upon any information,design,specification,instruction,software, <br /> data, or material not furnished by NEOGOV. NEOGOV will not indemnify Customer for any portion of an <br /> infringement claim that is based upon the combination of Service or Service Specifications with any products or <br /> services not provided by NEOGOV.NEOGOV will not indemnify Customer for infringement caused by Customer's <br /> actions against any third party if the Services as delivered to Customer and used in accordance with the terms of the <br /> Agreement would not otherwise infringe any third-party intellectual property rights. <br /> iii) Exclusive Remedy.This Section provides the exclusive remedy for any intellectual property infringement claims or <br /> damages against NEOGOV. <br /> c) Indemnification Procedures. In order to receive the indemnities described hereunder, the indemnified party must: (i) <br /> promptly notify the indemnifying party,in writing,of any claim; (ii)cooperate reasonably with indemnifying party, at <br /> the indemnifying party's expense, in the defense and/or settlement thereof, and(iii) allow the indemnifying party to <br /> control the defense and/or settlement thereof except that the indemnifying party may not,without the indemnified party's <br /> prior written consent,enter into any settlement that does not unconditionally release the indemnified party from liability. <br /> The indemnified party shall have the right to participate in any defense of a claim and/or to be represented by counsel of <br /> 7 <br />