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Docusign Envelope ID:4F711A08-6576-47tj5-850B-29AAF403F8AD
<br /> NEOGOVIM P�werDMs
<br /> Digital Management Software
<br /> �irtoaav c�„�.n,
<br /> 19, Publici .Unless otherwise provided in the applicable Order Form,NEOGOV may identify Customer as one of its customers
<br /> and use Customer's logo for such purposes,subject to any trademark usage requirements specified by Customer.
<br /> 20. Force Maieure.Except for Customer's payment obligations to NEOGOV,neither party shall be liable for any damages,costs,
<br /> expenses or other consequences incurred by the other party or by any other person or entity for any act,circumstance,event,
<br /> impediment or occurrence beyond such party's reasonable control,including,without limitation: (a)acts of God;(b)changes
<br /> in or in the interpretation of any law, rule, regulation or ordinance; (c) strikes, lockouts or other labor problems; (d)
<br /> transportation delays; (e)unavailability of supplies or materials; (I) fire or explosion; (g)riot,pandemic,military action or
<br /> usurped power; (h) actions or failures to act on the part of a governmental authority; (i) internet service interruptions or
<br /> slowdowns,vandalism or cyber-attacks,or 0)any other cause beyond the reasonable control of such party.
<br /> 21. Independent Contractor,No"Third Party Beneficiaa;Fulfillment Partners.The relationship of the parties shall be deemed to
<br /> be that of an independent contractor and nothing contained herein shall be deemed to constitute a partnership between or a
<br /> joint venture by the parties hereto or constitute either party the employee or agent of the other.Customer acknowledges that
<br /> nothing in this Agreement gives Customer the right to hind or commit NEOGOV to any agreements with any third parties.
<br /> This Agreement is not for the benefit of any third party and shall not be deemed to give any right or remedy to any such party
<br /> whether referred to herein or not.NEOGOV may designate any third-parry affiliate,or other agent or subcontractor(each a
<br /> "Fulfillment Partner"), without notice to,or the consent of,Customer, to perform such tasks and functions to complete any
<br /> Services.
<br /> 22. Entire Agreement; Amendment: Addendum. This Services Agreement, the Exhibits hereto, each Addendum (as may be
<br /> applicable pursuant to the terms therein) and documents incorporated herein, the applicable Order Form, and Special
<br /> Conditions(if any)constitute the entire agreement between the parties with respect to the subject matter hereof and supersede
<br /> all prior or contemporaneous oral and written statements of any kind whatsoever made by the parties with respect to such
<br /> subject matter, It is expressly agreed that the terms of this Agreement and any NEOGOV Order Form shall supersede the
<br /> terms in any non-NEOGOV purchase order or other ordering document.Notwithstanding the foregoing,any conflict of terms
<br /> shall be resolved by giving priority in accordance with the following order: 1)Special Conditions(if any),2)NEOGOV Order
<br /> Form, 3) the NEOGOV Services Agreement, and 4) incorporated documents (including the Exhibits and each applicable
<br /> Addendum).This Agreement supersedes the terms and conditions of any clickthrough agreement associated with the Services.
<br /> This Agreement may not be modified or amended(and no rights hereunder may be waived)except through a written instrument
<br /> signed by the parties to be bound. If you are subscribing for the KRIS, Vetted, or PowerEngage Platform, you hereby
<br /> specifically agree to the terms of the applicable Addendum set forth on the NEOGOV Site. In addition,certain Services may
<br /> disclose the use of artificial intelligence,in which case,Customer hereby agrees to the terms of the At Addendum set forth on
<br /> the NEOGOV Site.
<br /> 23. General.
<br /> a) Governing Law and Venue.This Agreement shall be governed by and construed in accordance with the laws of the state
<br /> of California,without giving effect to conflict of law rules. Any legal action or proceeding relating to this Agreement
<br /> shall be instituted only in any state or federal court in Los Angeles,California.
<br /> b) Severability.If any provision of this Agreement is held to be illegal or unenforceable,such provision shall be limited or
<br /> eliminated to the minimum extent necessary so that the remainder of this Agreement will continue in full force and effect.
<br /> Provisions that survive termination or expiration are those relating to, without limitation, accrued rights to payment,
<br /> acknowledgements and reservations of proprietary rights, confidentiality obligations, warranty disclaimers, and
<br /> limitations of liability,and others which by their nature are intended to survive.
<br /> c) Notices.All notices or other communications required or permitted hereunder shall be in writing and shall be deemed to
<br /> have been duly given either when personally delivered,one(1)business day following delivery by recognized ovemight
<br /> courier or electronic mail,or three(3)business days following deposit in the U.S. mail,registered or certified,postage
<br /> prepaid,return receipt requested. All such communications shall be sent to(i)Customer at the address set forth in the
<br /> Order Form and(ii)NEOGOV at the address specified in the applicable Order Form.
<br /> d) Waiver.The waiver,express or implied,by either party of any breach of this Agreement by the other party will not waive
<br /> any subsequent breach by such party of the same or a different kind. This Agreement may be executed in two or more
<br /> counterparts,each of which will be deemed an original,but all of which taken together shall constitute one and the same
<br /> instrument.
<br /> e) Electronic Delivery. Delivery of a copy of this Agreement or an Order Form bearing an original signature by electronic
<br /> mail or by any other electronic means will have the same effect as physical delivery of the paper document bearing the
<br /> original signature,
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