2022-25 GovernmentJobs.com (NeoGov) - HR SoftwareMEMORANDUM ta Qa�&a
( U.11:0KNIA
DATE: July 7, 2023
TO: Jon McMillen, City Manager
FROM: Lisa Chaudhry, HR Technician
RE: NeoGov 3-year Renewal Agreement for Insight Enterprise Subscription,
Govern mentJobs.com Subscription, Perform Subscription, Candidate Text Messaging
Please list the Contracting Party / Vendor Name, type of agreement to be executed, including any change orders or
amendments, and the type of services to be provided. Make sure to list any related Project No. and Project Name.
Authority to execute this agreement is based upon:
Approved by City Council on
F✓ _ City Manager's signing authority provided under the City's Purchasing Policy
[Resolution No. 2019-021] for budget expenditures of $50,000 or less.
Department Director's or Manager's signing authority provided under the City's
Purchasing Policy [Resolution No. 2019-021] for budget expenditures of $15,000 and
$5,000, respectively, or less.
Procurement Method (one must apply):
❑_ Bid n RFP n RFQ E_ 3 written informal bids
QSole Source z Select Source Cooperative Procurement
Reauestina department shall check and attach the items below as auurouriate:
�✓ _ Agreement payment will be charged to Account No.: 502-0000-60301
❑✓J Agreement term: Start Date 06/30/2022 End Date 06/30/2025
Fv L Amount of Agreement, Amendment, Change Order, etc.: $ $39,883.76
REMINDER; Signing authorities listed above are applicable on the aggregate Agreement amount,
not individual Amendments or Change Orders!
❑�
NOTE:
LJ_
Insurance certificates as required by the Agreement for Risk Manager approval
Approved by: On File LF (LM) Date: 7/7/2023
Bonds (originals) as required by the Agreement (Performance, Payment, etc.)
Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s)
Review the "Form 700 Disclosure for Consultants" guidance to determine if a Form
required pursuant FPPC regulation 18701(2)
Business License No. N/A Expires:
Requisition for a Purchase Order has been prepared (Agreements over $5,000)
700 is
NEOGOV"
NEOGOV ORDER FORM
NEOGOV: Customer Name & Address:
City of La Quinta
Governmentjobs.com, Inc. (dba "NEOGOV") 78495 Calle Tampico
300 Continental Blvd., Suite 565 La Quinta, CA 92253
El Segundo, CA 90245
billing(.@_neogov.com
Quote Creation Date: 06/26/2023 Contact Ariana Weisman
Quote Expiration Date: 30 days from Quote Creation I Contact Email: HR@laquintaca.gov
Payment Terms Annual. Net 30 from NEOGOV invoice. FTE:
Fee Summary
Service Description
Term
Term Fees
Insight Enterprise Subscription IN Prorated
06/30/2022 - 06/30/2023
$4,004.84
Insight Enterprise Subscription IN
07/01/2023 - 06/30/2024
$4 253.34
Insight Enterprise Subscription IN
07/01/2024 - 06/30/2025
$4,529.81
Govern mentJobs.corn Subscription (GJC)
(Prorated) 06/30/2022 - 06/30/2023
$1,014.56
Govern mentJobs.com Subscription GJC
07/01/2023 - 06/30/2024
$1,077.51
Govern mentJobs.com Subscription GJC
07/01/2024 - 06/30/2025
$1,147.55
Perform Subscription PE Prorated
06/28/2022 - 06/30/2023
$7,248.66
Perform Subscription PE
07/01/2023 - 06/30/2024
$7 656.02
Perform Subscription PE
07/01/2024 - 06/30/2025
$8,153.66
Candidate Text Messaging CTM Prorated
12/04/2022 - 06/30/2023
$165.42
Candidate Text Messaging CTM
07/01/2023 - 06/30/2024 $306.24
07/01/2024 - 06/30/2025 $326 115
2022 Total: $12,433.48
2023 Total: $13,293.11
2024 Total: $14,157.17
Total: $39 883.76
Candidate Text Messaging CTM
A. Terms and Conditions
1. Agreement. This Ordering Document and the Services purchased herein are expressly governed by the NEOGOV Services
Agreement attached hereto as Appendix 1 (the "Agreement'). Unless otherwise stated, all capitalized terms used but not
defined in this Order Form shall have the meanings given to them in the Agreement.
2. Effectiveness & Modification. Neither Customer nor NEOGOV will be bound by this Ordering Document until it has been
signed by its authorized representative (the "Effective Date"). Unless otherwise stated, all SaaS Subscriptions shall
commence on the Effective Date. This Order Form may not be modified or amended except through a written instrument
signed by the parties.
3. Summary of Fees. Listed above is a summary of Fees under this Order Document. Once placed, your order shall be non -
cancelable and the sums paid nonrefundable, except as provided in the Agreement.
4. Order of Precedence. This Ordering Document shall take precedence in the event of direct conflict with the
Agreement, applicable Schedules, and Service Specifications.
B. Special Conditions (if any).
NEOGOV TM
IN WITNESS WHEREOF, the parties have caused this Order to be executed by their respective duly authorized officers' as of the
date set forth below, and consent to the Agreement
Customer
Government'obs.com Inc. (DBA "NEOGOV"
Entity Name:
Signature:
Signature:
Print Name: JON MCMILLEN,
Print Name: Michael Burns
City Manager City of La Quinta, California
Date:
Date: 6/27/23
z �0V LfGgl
4:37 pm, Jun 26 2023
ATTEST:
MONIKA RADEVA, Ci Clerk
La Quinta, California
APPROVED AS TO FORM:
Wi (i(.laa,.,4_ =-fC.lC�
WILLIAM H. IHRKE, City Attorney
City of La Quinta, California
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NEOGOV"
Appendix 1
SERVICES AGREEMENT
V032122
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Digital Management Software
A NEOGOV Cnmp-y
You agree that by placing an order through a NEOGOV standard ordering document entitled an "Order Form", "Service Order,"
or "SOW" (each, an "Order Form" for purposes of this Agreement) you agree to follow and be bound by the terms and conditions
set forth herein. "Governmentjobs.com", "NEOGOV", "we", and "our" means Governmentjobs.com, Inc. (DB/A/ NEOGOV), for
and on behalf of itself and its subsidiaries PowerDMS, Inc., Cuehit, Inc., Ragnasoft LLC (DB/A/ P1anIT Schedule), and Design
PD, LLC (DB/A Agency360) (collectively, "NEOGOV" and, where applicable, its other affiliates; "Customer", "you", "your"
means the NEOGOV client, customer, or subscriber identified in the Order Form).
If you are placing an order on behalf of a legal entity, you represent that you have the authority to bind such entity to the terms and
conditions of the Order Form and these terms and, in such event, "you" and "your" as used in these agreement terms shall refer to
such entity. "Agreement" shall be used to collectively refer to this NEOGOV Services Agreement (the "Services Agreement" or
the "Agreement"), documents incorporated herein including the applicable Order Form, Exhibits, Schedule(s), and Special
Conditions (if any). "Special Conditions" means individually negotiated variations, amendments and/or additions to this Service
Agreement of which are either drafted, or incorporated by reference, into the Order Form.
Provision of Services. Subject to the terms of this Agreement NEOGOV hereby agrees to provide Customer with access to its
SaaS Applications and Professional Services (each defined below) included or ordered by Customer in the applicable Order
Form (collectively referred to as the "Services"). Customer hereby acknowledges and agrees that NEOGOV's provision and
performance of, and Customer's access to, the Services is dependent and conditioned upon Customer's full performance of its
duties, obligations and responsibilities hereunder. This Agreement entered into as of the date of your signature on an applicable
Order Form or use of the Services commences (the "Effective Date"). The Agreement supersedes any prior and
contemporaneous discussions, agreements or representations and warranties.
2. SaaS Subscription.
a) Subscription Grant. "SaaS Applications" means each proprietary NEOGOV web -based software -as -a -service application
that may be set forth on an Order Form and subsequently made available by NEOGOV to Customer, and associated
components as described in any written service specifications made available to Customer by NEOGOV (the "Service
Specifications"). Subject to and conditioned on Customer's and its Authorized Users' compliance with the terms and
conditions of this Agreement, NEOGOV hereby grants to Customer a limited, non-exclusive, non -transferable, and non-
sublicensable right to (a) onboard, access and use, and to permit Authorized Users to onboard, access and use, the SaaS
Applications specified in the Order Form solely for Customer's internal, non-commercial purposes; (b) generate, print,
and download Customer Data as may result from any access to or use of the SaaS Applications; and (c) train Authorized
Users in uses of the SaaS Applications permitted hereunder (these rights shall collectively be referred to as the "SaaS
Subscription"). "Authorized Users" means (i) Customer employees, agents, contractors, consultants ("Personnel") who
are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Services
Agreement and (ii) for whom access to the Services has been purchased hereunder. You may not access the SaaS
Applications if you are a direct competitor of NEOGOV or its affiliates. In addition, you may not access the SaaS
Applications for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking
or competitive purposes. You shall be responsible for each Authorized User's access to and use of the SaaS Applications
and compliance with applicable terms and conditions of this Agreement.
b) Subscription Term. Unless otherwise specified in an applicable Order Form, SaaS Subscriptions shall commence on the
Effective Date and remain in effect for twelve (12) consecutive months, unless terminated earlier in accordance with this
Agreement (the "Initial Term"). Thereafter, SaaS Subscriptions shall automatically renew for successive twelve (12)
month terms (each a "Renewal Term" and together with the Initial Term, collectively, the "Term") unless a party delivers
to the other party, at least thirty (30) days prior to the expiration of the Initial Term or the applicable Renewal Term,
written notice of such party's intention to not renew this Agreement, or unless terminated earlier in accordance with this
Agreement. The Term for the Services is a continuous and non -divisible commitment for the full duration regardless of
any invoice schedule. The purchase of any Service is separate from any other order for any other Service. Customer may
purchase certain Services independently of other Services. Your obligation to pay for any Service is not contingent on
performance of any other Service or delivery of any other Service.
3. Customer Responsibilities. Customer will not, and will ensure its Authorized Users do not (a) make any of the Services
available to anyone other than Authorized Users or use any Services for the benefit of anyone other than Customer and its
Authorized Users, unless otherwise agreed in writing by the parties, (b) sell, resell, license, sublicense, distribute, make
available, rent or lease any of the Services, or include any of the Services in a service bureau or outsourcing offering, unless
NEOGOV"
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A NFOWCON""
otherwise agreed in writing by the parties, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful
or tortious material, or to store or transmit material in violation of the privacy rights, publicity rights, copyright rights, or other
rights of any person or entity, (d) use the Services to store or transmit code, files, scripts, agents or programs intended to do
harm, including, for example, viruses, worms, time bombs and Trojan horses, (e) interfere with or disrupt the integrity or
performance of the Services (including, without limitation, activities such as security penetration tests, stress tests, and
spamming activity), (f) attempt to gain unauthorized access to the Services or its related systems or networks, (g) disassemble,
reverse engineer, or decompile the Services, or modify, copy, or create derivative works based on the Services or any part,
feature, function or user interface thereof, (h) remove the copyright, trademark, or any other proprietary rights or notices
included within NEOGOV Intellectual Property and on and in any documentation or training materials, or (i) use the Services
in a manner which violates the terms of this Agreement, any Order Form or any applicable laws.
4. Professional Services. "Professional Services" shall mean consulting, training services purchased by Customer in an
applicable Order Form or detailed in a NEOGOV Scope of Work (SOW) relating to assistance, training, deployment, usage,
customizations, accessory data processing, and best practices of and concerning the SaaS Applications. Professional Services
may be ordered by Customer pursuant to a SOW and Service Specifications describing the work to be performed, fees, and
any applicable milestones, dependencies, and other technical specifications or related information. Order Forms or SOWS
must be signed by Customer before NEOGOV shall commence work. If Customer does not execute a separate SOW, the
Services shall be provided as stated on the Order Form and this Agreement and documents incorporated herein shall control.
All Professional Services purchased by Customer must be utilized within twelve (12) months of the date of the applicable
Order Form or SOW.
5. Payment Terms.
a) Fees. Unless otherwise stated in an Order Form, Customer shall pay all Subscription, Onboarding and Set -Up fees
("Subscription Fees") and Professional Service fees ("Professional Service Fees", collectively the "Fees") within thirty
(30) days of Customer's receipt of NEOGOV's invoice. Fees shall be invoiced annually in advance and in a single invoice
for each Term. Invoices shall be delivered to the stated "Bill To" party on the Order Form. Unless explicitly provided
otherwise, once placed the Order Form is non -cancellable and sums paid nonrefundable. Any invoiced amount that is not
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
or the maximum rate permitted by law, whichever is lower. If any amount owing by Customer is more than 30 days
overdue, NEOGOV may, without limiting its other rights and remedies, suspend the Services until such amounts are paid
in full. Subscription Fees are based upon the Authorized User count unless otherwise stated in an Order Form and
Customer shall owe NEOGOV supplemental Subscription Fees to the extent Customer exceeds the number of Authorized
Users set forth in the Order Form. Except as otherwise specifically stated in the Order Form, NEOGOV may change the
charges for the Services with effect from the start of each Renewal Tenn by providing Customer with a new Order Form
at least thirty (30) day notice prior to commencement of a Renewal Term. The new Order Form shall be deemed to be
effective if Customer (a) returns the executed Order Form to NEOGOV, (b) remits payment to NEOGOV of the fees set
forth in the invoice referencing the Order Form, or (c) the Customer or any of its Authorized Users access or use the
Services after the expiration of the previous Tenn.
b) Taxes. Customer will pay all taxes, duties and levies imposed by all federal, state, and local authorities (including,
without limitation, export, sales, use, excise, and value-added taxes) based on the transactions or payments under this
Agreement, except those taxes imposed or based on NEOGOV's net income or those exempt by applicable state law.
Customer shall provide NEOGOV with a certificate or other evidence of such exemption within ten (10) days of
NEOGOV's request therefor.
c) Customer Purchase Orders. Except as otherwise specified in an Order Form, Customer will not require any purchase
order to pay fees due or otherwise to perform its obligations with respect to any Order Form. Any reference to a purchase
order in an Order Form or any associated invoice is solely for Customer's convenience in record keeping, and no such
reference or any delivery of services to Customer following receipt of any purchase order shall be deemed an
acknowledgement of or an agreement to any terms or conditions referenced or included in any such purchase order. If a
purchase order is delivered by Customer in connection with the purchase of Services, none of the terms and conditions
contained in such purchase order shall modify or supersede the terms and conditions of this Agreement. NEOGOV's
failure to object to terms contained in any such purchase order shall not be a waiver of the terms set forth in this provision
or in this Agreement.
6. Tenn and Termination.
a) Tenn. Unless otherwise specified in an applicable Order Form, this Agreement shall commence on the Effective Date.
This Agreement shall remain in effect until all SaaS Subscriptions have expired and/or both parties have achieved full
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performance of Professional Services or other services detailed in a SOW, unless it is terminated earlier in accordance
with this Agreement.
b) Termination for Cause; Effect of Termination. Either Party may terminate this Agreement immediately if the other is in
material breach of this Agreement and such breach is not cured within thirty (30) days following non -breaching party's
written specification of the breach. NEOGOV may suspend the Services or terminate this Agreement immediately in the
event the Services or Customer's use of the Services provided hereunder pose a security risk to the Services, NEOGOV
or any third party, or become illegal or contrary to any applicable law, rule, regulation, or public policy. Upon expiration
or any termination of this Agreement, Customer shall cease all use and refrain from all further use of the Services and
other NEOGOV Intellectual Property. Additionally, Customer shall be obligated to pay, as of the effective date of such
expiration or termination, all amounts due and unpaid to NEOGOV under this Agreement. Unless otherwise specified,
after expiration or termination of this Agreement NEOGOV may remove Customer Data from NEOGOV Services and
without Customer consent or notice.
7. Audit Rights. Upon reasonable notice, NEOGOV or its agent shall have the right to audit Customer's records relating to its
compliance with this Agreement. Customer shall cooperate fully with this audit. If any audit conducted under this Section
indicates that any amount due to NEOGOV was underpaid, Customer shall within three (3) business days pay to NEOGOV
the amount due. All expenses associated with any such audit shall be paid by NEOGOV unless the audit reveals underpayment
in excess of five percent (5%), in which case Customer shall pay such expenses as well as any amount due to NEOGOV.
8. Maintenance; Modifications; Support Services.
a) Maintenance. Updates, Upgrades. NEOGOV maintains NEOGOV's hardware and software infrastructure for the
Services and is responsible for maintaining the NEOGOV server operation and NEOGOV database security. NEOGOV
may in its sole discretion, periodically modify, Update, and Upgrade the features, components, and functionality of the
Services during the Term. "Update" means any update, bug fix, patch or correction of the Services or underlying
NEOGOV software that NEOGOV makes generally available to its customers of the same module, excluding Upgrades.
Updates are automatic and available upon Customer's next login to the Services following an Update at no additional
cost to Customer. "Upgrade" means any update of the Services or underlying NEOGOV software such as platform
updates, and major product enhancements and/or new features that NEOGOV makes commercially available. NEOGOV
shall have no obligation to provide Upgrades to customers and retains the right to offer Upgrades free of cost or on a per
customer basis at additional cost. NEOGOV shall have no liability for, or any obligations to, investments in, or
modifications to Customer's hardware, systems or other software which may be necessary to use or access the Services
due to a modification, Update, or Upgrade of the Services.
b) Program Documentation; Training Materials. "Program Documentation" shall mean all user guides, training, and
implementation material, and Service descriptions provided by NEOGOV to Customer in connection with the Services.
NEOGOV hereby grants to Customer a non-exclusive, non-sublicensable, non -transferable license to use, print, and
distribute internally via non-public platforms, the Program Documentation during the Term solely for Customer's internal
business purposes in connection with its use of the Services. Primary training of NEOGOV Services is conducted by self -
review of online materials. NEOGOV's pre -built, online training consists of a series of tutorials to introduce the standard
features and functions (the "Training Materials"). The Training Materials may be used as reference material by Customer
Personnel conducting day-to-day activities.
c) Implementation. For Services requiring implementation, NEOGOV implementation supplements the Training Materials
and is conducted off -site unless otherwise agreed in the Order Form. NEOGOV personnel will provide consultation on
best practices for setting up the Services, answer Customer questions during the implementation period, and use
commercially reasonable efforts to ensure Authorized User Admins grasp the system. The length of the implementation
time is dependent on the type of Service and the Customer's responsiveness. NEOGOV is not responsible or liable for
any delay or failure to perform implementation caused in whole or in part by Customer's delay in performing it obligations
hereunder and, in the event of any such delay, NEOGOV may, in its sole discretion, extend all performance dates as
NEOGOV deems reasonably necessary.
d) Support. Phone support for the Services is available to Customer Monday through Friday, excluding NEOGOV holidays.
Customer may submit a request for online support for the Services 24 hours a day, seven days a week, and the NEOGOV
support desk will acknowledge receipt of the request within a reasonable time. The length of time for a resolution of any
problem is dependent on the type of case.
e) Limitations. Unless otherwise specified in the Order Form, this Agreement does not obligate NEOGOV to render any
maintenance or support services that are not expressly provided herein, including, but not limited to data uploads, manual
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data entry, migration services, data conversion, refinement, purification, reformatting, SQL dump, or process
consultation.
NEOGOV Intellectual Property. NEOGOV shall exclusively own all right, title and interest in and to all pre-existing and
future intellectual property developed or delivered by NEOGOV including all Services, products, systems, software (including
any source code or object code) or Service Specifications related thereto, Updates or Upgrades, trademarks, service marks,
logos and other distinctive brand features of NEOGOV and all proprietary rights embodied therein (collectively, the
"NEOGOV Intellectual Property"). This Agreement does not convey or transfer title or ownership of the NEOGOV
Intellectual Property to Customer or any of its users. All rights not expressly granted herein are reserved by NEOGOV. Other
than recommendation use or as required by law, all use of NEOGOV trademarks must be pre -approved by NEOGOV prior to
use. Trademarks shall include any word, name, symbol, color, designation or device, or any combination thereof that functions
as a source identifier, including any trademark, trade dress, service mark, trade name, logo, design mark, or domain name,
whether or not registered.
10. Data Processing and Privacy.
a) Customer Data. "Customer Data" shall mean all data that is owned or developed by Customer, whether provided to
NEOGOV by Customer or provided by a third party to NEOGOV in connection with NEOGOV's provision of Services
to Customer, including Personnel data collected, loaded into, or located in Customer data files maintained by NEOGOV.
NEOGOV Intellectual Property, including but not limited to the Services and all derivative works thereof, NEOGOV
Confidential Information, and Platform Data do not fall within the meaning of the tern "Customer Data". Customer
exclusively owns all right, title, and interest in and to all Customer Data. Customer grants NEOGOV a license to host,
use, process, display, create non -personal derivative works of, and transmit Customer Data to provide the Services.
NEOGOV reserves the right to delete or disable Customer Data stored, transmitted or published by Customer using the
Services upon receipt of a bona fide notification that such content infringes upon the Intellectual Property Rights of
others, or if NEOGOV otherwise reasonably believes any such content is in violation of this Agreement.
b) Platform Data. "Platform Data" shall mean any anonymized data reflecting the access or use of the Services by or on
behalf of Customer or any user, including statistical or other analysis and performance information related to the provision
and operation of the Services including any end user visit, session, impression, clickthrough or click stream data, as well
as log, device, transaction data, or other analysis, information, or data based on or derived from any of the foregoing.
NEOGOV shall exclusively own all right, title and interest in and to all Platform Data. Customer acknowledges
NEOGOV may compile Platform Data based on Customer Data input into the Services. Customer agrees that NEOGOV
may use Platform Data to the extent and in the manner permitted under applicable law.
c) Data Processing Agreement. To the extent Customer uses the Services to target and collect personal information from
users located in the European Union, European Economic Area, or Switzerland (the " EU") or the United Kingdom
("UK"), or has Authorized Users accessing the Services from the EU or UK, the following NEOGOV Data Processing
Addendum ("DPA") is incorporated herein by reference:
https://www.neogov.com/hubfs/Legal%20Documents/Customer%20Data%20Processing%20Addendwn-signed.pdf.
d) Data Responsibilities.
NEOGOV will maintain administrative, physical, and technical safeguards for protection of the security,
confidentiality and integrity of the Customer Data. Those safeguards will include, but will not be limited to,
measures for preventing access, use, modification or disclosure of Customer Data by NEOGOV personnel except
(a) to provide the Services and prevent or address service or technical problems, (b) as compelled by applicable law,
or (c) as Customer expressly permits in writing. Customer acknowledges and agrees that it is commercially
reasonable for NEOGOV to rely upon the security processes and measures utilized by NEOGOV's cloud
infrastructure providers.
ii) Customer is solely responsible for the development, content, operation, maintenance, and use of Customer Data.
NEOGOV will have no responsibility or liability for the accuracy of the Customer Data prior to receipt of such data
into the Services. Customer shall be solely responsible for and shall comply with all applicable laws and regulations
relating to (i) the accuracy and completeness of all information input, submitted, or uploaded to the Services, (ii)
the privacy of users of the Services, including, without limitation, providing appropriate notices to and obtaining
appropriate consents from any individuals to whom Customer Data relates; and (iii) the collection, use, modification,
alteration, extraction, retention, copying, external storage, disclosure, transfer, disposal, and other processing of any
Customer Data. NEOGOV is not responsible for lost data caused by the action or inaction of Customer or Authorized
Users. Unless otherwise mutually agreed in writing, Customer shall not maintain any financial, health, payment
card, or similarly sensitive data that imposes specific data security or data protection obligations within the Services.
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e) Breach Notice. NEOGOV will notify Customer of unauthorized access to, or unauthorized use, loss or disclosure of
Customer Data within its custody and control (a "Security Breach") within 72 hours of NEOGOV's confirmation of the
nature and extent of the same or when required by applicable law, whichever is earlier. Each party will reasonably
cooperate with the other with respect to the investigation and resolution of any Security Breach. If applicable law or
Customer's policies require notification of its Authorized Users or others of the Security Breach, Customer shall be
responsible for such notification.
f) Data Export, Retention and Destruction. Customer may export or delete Customer Data from the Services at any time
during a Subscription Term, using the existing features and functionality of the Services. Customer is solely responsible
for its data retention obligations with respect to Customer Data. If and to the extent Customer cannot export or delete
Customer Data stored on NEOGOV's systems using the then existing features and functionality of the Services,
NEOGOV will, upon Customer's written request, make the Customer Data available for export by Customer or destroy
the Customer Data. If Customer requires the Customer Data to be exported in a different format than provided by
NEOGOV, such additional services will be subject to a separate agreement on a time and materials basis. Except as
otherwise required by applicable law, NEOGOV will have no obligation to maintain or provide any Customer Data more
than ninety (90) days after the expiration or termination of this Agreement.
11. Third Party Services. The Services may permit Customer and its Authorized Users to access services or content provided by
third parties through the Services ("Third Party Services"). Customer agrees that NEOGOV is not the original source and shall
not be liable for any inaccuracies contained in any content provided in any of the Third Party Services. NEOGOV makes no
representations, warranties or guarantees with respect to the Third Party Services or any content contained therein. NEOGOV
may discontinue access to any Third Party Services through the Services if the relevant agreement with the applicable third
party no longer permits NEOGOV to provide such access. If loss of access to any Third Party Services (to which Customer
has a subscription under this Agreement) occurs during a Subscription Term, NEOGOV will refund to Customer any prepaid
fees for such Third Party Services covering the remainder of the Subscription Term.
12. Nondisclosure.
a) Definition of Confidential Information. "Confidential Information" means all information disclosed by a party
("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential
or that reasonably should be understood to be confidential given the nature of the information and the circumstances of
disclosure. Customer's Confidential Information includes its Customer Data. NEOGOV Confidential Information
includes the NEOGOV Intellectual Property and the Services. The Confidential Information of each party includes the
terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans,
technology and technical information, product plans and designs, and business processes disclosed by such party.
However, Confidential Information does not include any information that (a) is or becomes generally known to the public
without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure
by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party
without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving
Party.
b) Obligations. The Receiving Party will: (i) use the same degree of care it uses to protect the confidentiality of its own
confidential information of like kind (but not less than reasonable care); (ii) not use any Confidential Information of the
Disclosing Party for any purpose outside the scope of this Agreement and (iii) except as otherwise authorized by the
Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its employees
and contractors who need access for purposes consistent with this Agreement and who have signed confidentiality
agreements with the Receiving Party containing protections not less protective of the Confidential Information than those
herein.
c) Exceptions. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled
by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the
extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest
the disclosure.
d) Equitable Relief. The parties recognize and agree there is no adequate remedy at law for breach of the provisions of the
confidentiality obligations set forth in this Section 12, that such a breach would irreparably harm the Disclosing Party
and the Disclosing Parry is entitled to seek equitable relief (including, without limitation, an injunction) with respect to
any such breach or potential breach in addition to any other remedies available to it at law or in equity.
13. Representations, Warranties, and Disclaimers.
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a) Mutual Representations. Each party represents and warrants to the other party that (i) it has full power and authority
under all relevant laws and regulations and is duly authorized to enter into this Agreement; and (ii) to its knowledge, the
execution, delivery and performance of this Agreement by such party does not conflict with any agreement, instrument
or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any law or regulation of
any court, governmental body or administrative or other agency having jurisdiction over it.
b) Service Performance Warranty. NEOGOV warrants that it provides the Services using a commercially reasonable level
of care and skill. THE FOREGOING WARRANTY DOES NOT APPLY, AND NEOGOV STRICTLY DISCLAIMS
ALL WARRANTIES, WITH RESPECT TO ANY THIRD PARTY SERVICES.
c) No Other Warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS WARRANTY SECTION,
THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS, AND CUSTOMER'S USE OF THE SERVICES IS AT
ITS OWN RISK. NEOGOV DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS
AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND
ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. NEOGOV
DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR -FREE, OR COMPLETELY
SECURE, OR THAT ANY ERROR WILL BE CORRECTED.
d) Disclaimer of Actions Caused by and/or Under the Control of Third Parties. NEOGOV DOES NOT AND CANNOT
CONTROL THE FLOW OF DATA TO OR FROM THE NEOGOV SYSTEM AND OTHER PORTIONS OF THE
INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES
PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD
PARTIES CAN IMPAIR OR DISRUPT CUSTOMER'S CONNECTIONS TO THE INTERNET (OR PORTIONS
THEREOF). ALTHOUGH NEOGOV WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL
ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, NEOGOV CANNOT
GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, NEOGOV DISCLAIMS ANY AND
ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.
14. Indemnification.
a) Customer Indemnity. To the extent permitted by applicable law, Customer will defend and indemnify NEOGOV from
and against claim, demand, suit or proceeding made or brought against NEOGOV (a) by a third party alleging that any
Customer Data infringes or misappropriates such third party's intellectual property rights, (b) in connection with
Customer's violation of any applicable laws, or (c) any claim or allegation by any third party resulting from or related to
Customer's or any of its Authorized User's breach of Section 3 of this Agreement, in each case provided that Customer
is promptly notified of any and all such claims, demands, suits or proceedings and given reasonable assistance and the
opportunity to assume sole control over defense and settlement.
b) NEOGOV Indemnity. Subject to subsections 14(b)(i) through 14(b)(iii) of this Section, if a third party makes a claim
against Customer that any NEOGOV intellectual property furnished by NEOGOV and used by Customer infringes a
third party's intellectual property rights, or if a third party makes a claim that arises out of NEOGOV's alleged or actual
gross negligence or willful misconduct, NEOGOV will defend the Customer against the claim and indemnify the
Customer from the damages and liabilities awarded by the court to the third -party claiming infringement or damages, or
the settlement agreed to by NEOGOV, provided that NEOGOV is promptly notified of any and all such claims, demands,
suits or proceedings and given reasonable assistance and the opportunity to assume sole control over defense and
settlement.
i) Alternative Resolution. If NEOGOV believes or it is determined that any of the Services may have violated a third
party's intellectual property rights, NEOGOV may choose to either modify the Services to be non -infringing or
obtain a license to allow for continued use. If these alternatives are not commercially reasonable, NEOGOV may
end the subscription or license for the Services and refund a pro-rata portion of any fees covering the whole months
that would have remained, absent such early termination, following the effective date of such early termination.
ii) No Duty to Indemnify_. NEOGOV will not indemnify Customer if Customer alters the Service or Service
Specifications, or uses it outside the scope of use or if Customer uses a version of the Service or Service
Specifications which has been superseded, if the infringement claim could have been avoided by using an unaltered
current version of the Services or Service Specifications which was provided to Customer, or if the Customer
continues to use the infringing material after the subscription expires. NEOGOV will not indemnify the Customer
to the extent that an infringement claim is based upon any information, design, specification, instruction, software,
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Digital Management Software
A NEOWV C-P"
data, or material not furnished by NEOGOV. NEOGOV will not indemnify Customer for any portion of an
infringement claim that is based upon the combination of Service or Service Specifications with any products or
services not provided by NEOGOV. NEOGOV will not indemnify Customer for infringement caused by Customer's
actions against any third party if the Services as delivered to Customer and used in accordance with the terms of the
Agreement would not otherwise infringe any third -party intellectual property rights.
iii) Exclusive Remedy. This Section provides the exclusive remedy for any intellectual property infringement claims or
damages against NEOGOV.
15. Insurance. NEOGOV shall obtain and maintain at its own expense, the following types and limits of insurance for the Term
of this Agreement:
i) General liability insurance in the minimum amount of $1,000,000 per occurrence / $2,000,000 general aggregate. City of
La Quinta and its officials, officers, and employees shall be named as additional insured. Coverage shall be primary as respects
City of La Quinta, and any insurance or self-insurance maintained by the City shall not be required to contribute.
ii) Cyber liability and technology errors and omissions insurance in the minimum amount of $1,000,000 per claim and in the
aggregate. If written on a claims -made basis, coverage shall be maintained for a minimum period of three years following
completion of the services required by this Agreement.
iii) Workers' compensation (statutory limits) / employer's liability insurance in the minimum amount of $1,000,000 per
accident or disease.
16. Limitations of Liability.
a) EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS
SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT,
TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF
PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT,
INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE,
CORRUPTION OR RECOVERY OF DATA; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF
GOODWILL, LOSS OF BUSINESS OPPORTUNITY OR PROFIT, OR LOSS OF REPUTATION; OR (f)
CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE
DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH
LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND
NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
b) CAP ON MONETARY LIABILITY. EXCEPT FOR DAMAGES ARISING OUT OF LIABILITY WHICH CANNOT
BE LAWFULLY EXCLUDED OR LIMITED, CUSTOMER'S OBLIGATIONS TO MAKE PAYMENT UNDER
THIS AGREEMENT, OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF NEOGOV
INTELLECTUAL PROPERTY RIGHTS, THE TOTAL LIABILITY OF EITHER PARTY FOR (I) THIRD PARTY
CLAIMS RESULTING FROM NEOGOV' S BREACH OF ITS DATA SECURITY OBLIGATIONS SET FORTH IN
SECTION 10 SHALL NOT EXCEED FOUR TIMES (4X) THE AMOUNT OF ALL PAYMENTS ACTUALLY
RECEIVED BY NEOGOV FROM CUSTOMER IN CONNECTION WITH THIS AGREEMENT IN THE 12
MONTH PERIOD PRECEDING THE DATE OF THE EVENT INITIALLY GIVING RISE TO SUCH LIABILITY;
OR (II) FOR ANY AND ALL OTHER CLAIMS AGAINST THE OTHER PARTY UNDER THIS AGREEMENT,
WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING
NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT
EXCEED THE AMOUNT OF ALL PAYMENTS ACTUALLY RECEIVED BY NEOGOV FROM CUSTOMER IN
CONNECTION WITH THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE DATE OF THE
EVENT INITIALLY GIVING RISE TO SUCH LIABILITY. THE FOREGOING LIMITATION OF LIABILITY IS
CUMULATIVE WITH ALL PAYMENTS FOR CLAIMS OR DAMAGES IN CONNECTION WITH THIS
AGREEMENT BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE
OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT. THE PARTIES ACKNOWLEDGE AND
AGREE THAT THIS LIMITATION OF LIABILITY IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE
BARGAIN BETWEEN THE PARTIES AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE
ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
17. Text Message Communications. NEOGOV may offer Personnel the opportunity to receive text messages regarding job
application or hiring process reminders, applicant status updates, or other human resource related notices. Since these text
message services depend on the functionality of third -party providers, there may be technical delays on the part of those
providers. NEOGOV may make commercially reasonable efforts to provide alerts in a timely manner with accurate
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A NFOW can""
information, but cannot guarantee the delivery, timeliness, or accuracy of the content of any alert. NEOGOV shall not be liable
for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions
taken or not taken by you or any third party in reliance on an alert. NEOGOV cannot vouch for the technical capabilities of
any third parties to receive such text messages. To the extent you utilize text messaging features, NEOGOV shall not be
responsible for your use of such features, and you shall indemnify NEOGOV with respect to any damages resulting from your
use including but not limited any violations of applicable law. NEOGOV MAKES NO WARRANTIES OR
REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED AS TO: (i) THE AVAILABILITY OF
TELECOMMUNICATION SERVICES; (ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE
TELECOMMUNICATION SERVICES; AND (iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR
FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS, OR SETTINGS CONNECTED WITH THE SERVICES.
18. Publici . Unless otherwise provided in the applicable Order Form, NEOGOV may not identify Customer as one of its
customers, and may not use Customer's logo for such purposes, without Customer's written consent, and subject to any
trademark usage requirements specified by Customer.
19. Force Majeure. Except for Customer's payment obligations to NEOGOV, neither party shall be liable for any damages, costs,
expenses or other consequences incurred by the other party or by any other person or entity for any act, circumstance, event,
impediment or occurrence beyond such party's reasonable control, including, without limitation: (a) acts of God; (b) changes
in or in the interpretation of any law, rule, regulation or ordinance; (c) strikes, lockouts or other labor problems; (d)
transportation delays; (e) unavailability of supplies or materials; (f) fire or explosion; (g) riot, pandemic, military action or
usurped power; (h) actions or failures to act on the part of a governmental authority; (i) intemet service interruptions or
slowdowns, vandalism or cyber-attacks, or 0) any other cause beyond the reasonable control of such party.
20. Independent Contractor; No Third Party Beneficiary; Fulfillment Partners. The relationship of the parties shall be deemed to
be that of an independent contractor and nothing contained herein shall be deemed to constitute a partnership between or a
joint venture by the parties hereto or constitute either party the employee or agent of the other. Customer acknowledges that
nothing in this Agreement gives Customer the right to bind or commit NEOGOV to any agreements with any third parties.
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
whether referred to herein or not. NEOGOV may designate any third -party affiliate, or other agent or subcontractor (each a
"Fulfillment Partner"), without notice to, or the consent of, Customer, to perform such tasks and functions to complete any
Services.
21. Entire Agreement; Amendment. This Services Agreement, the Exhibits hereto and documents incorporated herein, the
applicable Order Form, and Special Conditions (if any) constitute the entire agreement between the parties with respect to the
subject matter hereof and supersede all prior or contemporaneous oral and written statements of any kind whatsoever made
by the parties with respect to such subject matter. Any Customer proposal for additional or different terms, or Customer
attempt to vary in any degree any of the terms of this Agreement is hereby objected to and rejected but such proposal shall not
operate as a rejection of this Service Agreement and Order Form unless such variances are in the terms of the description,
quantity, or price but shall be deemed a material alteration thereof, and this Service Agreement and the applicable Order Form
shall be deemed accepted by the Customer without said additional or different terms. It is expressly agreed that the terms of
this Agreement and any NEOGOV Order Form shall supersede the terms in any non-NEOGOV purchase order or other
ordering document. Notwithstanding the foregoing, any conflict of terms shall be resolved by giving priority in accordance
with the following order: 1) Special Conditions (if any), 2) NEOGOV Order Form, 3) the NEOGOV Services Agreement, and
4) incorporated documents. This Agreement supersedes the terms and conditions of any clickthrough agreement associated
with the Services. This Agreement may not be modified or amended (and no rights hereunder may be waived) except through
a written instrument signed by the parties to be bound.
22. General. This Agreement shall be governed by and construed in accordance with the laws of the state of California, without
giving effect to conflict of law rules. Any legal action or proceeding relating to this Agreement shall be instituted only in any
state or federal court in Riverside County, California. If any provision of this Agreement is held to be illegal or unenforceable,
such provision shall be limited or eliminated to the minimum extent necessary so that the remainder of this Agreement will
continue in full force and effect. Provisions that survive termination or expiration are those relating to, without limitation,
accrued rights to payment, acknowledgements and reservations of proprietary rights, confidentiality obligations, warranty
disclaimers, and limitations of liability, and others which by their nature are intended to survive. All notices or other
communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given either when
personally delivered, one (1) business day following delivery by recognized overnight courier or electronic mail, or three (3)
business days following deposit in the U.S. mail, registered or certified, postage prepaid, return receipt requested. All such
communications shall be sent to (i) Customer at the address set forth in the Order Form and (ii) NEOGOV at the address
specified in the applicable Order Form. The waiver, express or implied, by either party of any breach of this Agreement by
the other party will not waive any subsequent breach by such party of the same or a different kind. This Agreement may be
executed in two or more counterparts, each of which will be deemed an original, but all of which taken together shall constitute
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A NFOWCON""
one and the same instrument. Delivery of a copy of this Agreement or an Order Form bearing an original signature by facsimile
transmission, by electronic mail or by any other electronic means will have the same effect as physical delivery of the paper
document bearing the original signature. Customer may not assign this Agreement without the express written approval of
NEOGOV and any attempt at assignment in violation of this Section shall be null and void. The parties intend this Agreement
to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an
instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and appendices referred to herein
are an integral part of this Agreement to the same extent as if they were set forth verbatim herein.
[Signature Page to Follow]
NEOGOV rM
PUwerDMS
Digital Management Software
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly authorized
officers as of the date set forth below, and consent to the Agreement.
Customer
i Entity Name:
GovermentJobs.com, Inc. (D/B/A/ NEOGOV), on behalf of
itself and its subsidiaries PowerDMS, Inc., Cuehit, Inc.,
Ragnasoft LLC (D/B/A/ PlanIT Schedule), and Design PD,
LLC (D/B/A ALencv360)
Signature: Signature:
PrintName:JON MCMILLEN, Print Name:
City Manager City of La Quinta, California ,
Date:
ATTEST:
MONIKA RADEVA, City Clerk
La Quinta, California
APPROVED AS TO FORM:
WILLIAM H. IHRKE, City Attorney
City of La Quinta, California
Michael Burns
Date: 6/27/23
4:39 pm, Jun 26 2023
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NEOGOV"
Exhibit A
Government Customer Addendum
PcbwerDMS
Digital Management Software
A NEOGOV Cnmp-y
If Customer is a Government Customer, the following Government Customer Addendum ("Government Addendum") forms part
of the Services Agreement, and in the case of any conflict or inconsistency between the terms and provisions of this Addendum
and any other provision of the Services Agreement, the terns of this Government Addendum shall control. For purposes hereof, a
"Government Customer" means a Customer which is a (a) U.S. Federal agency, (b) state government, agency, department,
or political subdivision (including a city, county or municipal corporation), or (c) instrumentality of any of the foregoing (including
a municipal hospital or municipal hospital district, police or fire department, public library, park district, state college or university,
Indian tribal economic development organization, or port authority). NEOGOV expressly acknowledges and agrees that Customer
is a California municipal corporation and therefor this Government Addendum applies to the Services Agreement.
1. Applicability. The provisions of this Addendum shall apply only if Customer is a Government Customer under the
Services Agreement.
2. Termination for Non -Appropriation of Funds. If Customer is subject to federal, state or local law which makes
Customer's financial obligations under this Services Agreement contingent upon sufficient appropriation of funds by the
applicable legislature (or other appropriate governmental body), and if such funds are not forthcoming or are insufficient
due to failure of such appropriation, then Customer will have the right to terminate the Services Agreement at no
additional cost and with no penalty by giving prior written notice documenting the lack of funding. Customer will provide
at least thirty (30) days advance written notice of such termination. Customer will use reasonable efforts to ensure
appropriated funds are available. If Customer terminates the Services Agreement under this Section 2, Customer agrees
not to replace the Services with functionally similar products or services for a period of one year after the termination of
the Services Agreement.
3. Indemnification. If Customer is prohibited by federal, state or local law from agreeing to hold harmless or indemnify
third parties, Section 14(a) of the Services Agreement shall not apply to Customer, to the extent disallowed by applicable
law.
4. Open Records. If the Customer is subject to federal or state public records laws, including laws styled as open records,
freedom of information, or sunshine laws ("Open Records Laws") the confidentiality requirements of Section 12 of the
Services Agreement apply only to the extent permitted by Open Records Laws applicable to the Customer.
5. Cooperative Purchasing. If Customer is a Government Customer, but is not a U.S. Federal Agency or subdivision
thereof, NEOGOV agrees to allow any other state agency, department, political subdivision or instrumentality of the state
but in all cases located in the same state as the Customer ("Related Agency") to purchase Services under the terms of the
Services Agreement, at the Related Agency's discretion with the following requirements, exceptions and limitations: (a)
any purchases made by a Related Agency shall be transactions between the Related Agency and NEOGOV; for clarity,
Customer shall not be responsible for any transactions between the Related Agency and NEOGOV, (b) the terms
(including pricing) specified in the Order Forms entered into between NEOGOV and Customer shall not be incorporated
into the transactions between the Related Agency and NEOGOV, and (c) the Related Agency will confirm in writing it
has the authority to use the Services Agreement for the purchase and that the use of the Services Agreement for the
purchase is not prohibited by law or procurement regulations or standards applicable to the Related Agency.
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NEOGOV"
Exhibit B
PowerEngage Platform Addendum
PcbwerDMS
Digital Management Software
A NEOGOV Cnmp-y
If Customer is purchasing the PowerEngage Platform pursuant to an Order Form, the following terms are hereby incorporated
into the Services Agreement ("PowerEngage Addendum"). This PowerEngage Platform Addendum forms part of the Services
Agreement, and in the case of any conflict or inconsistency between the terms and provisions of this PowerEngage Addendum
and any other provision of the Services Agreement, the terms of this PowerEngage Addendum shall control.
1. Applicability. The provisions of this PowerEngage Addendum shall apply only if Customer has purchased the PowerEngage
Platform pursuant to an Order Form.
2. CAD/RMS Assumptions. The parties agree that the fees specified with respect to the PowerEngage Platform on the applicable
Order Form do not include any additional fees that the Customer's CAD or RMS vendor may charge, if any. The Services
Agreement and this Exhibit B is entered into with the mutual assumption that the PowerEngage Platform will be able to make a
connection to Customer's CAD or RMS replicated or reporting database directly or will be able to read from a file produced for
such a purpose.
3. CAD/RMS Provisions. The definition of Confidential Information in Section 12 of the Services Agreement shall also include
any Customer CAD and/or RMS data made available to NEOGOV in connection with the provision of the PowerEngage Platform.
4. SOW. NEOGOV agrees to provide the training, configuration and support services with respect to the PowerEngage Platform,
and Customer acknowledges that its cooperation is required for efficient and timely implementation of the PowerEngage Platform,
in accordance with the following:
PowerEngage Software
NEOGOV will be used to survey citizens that have interacted with Customer, send messages to citizens or other stakeholders and
gather and report on data. Customer will be able to configure the surveys and rules based on data received from the Computer
Aided Dispatch System. The results of the surveys will be stored within PowerEngage and available for display in a Feedback
Board and within the analytics component called Measure. Other rules and messages can be built to be triggered to send on
certain events as driven by the rules engine.
NEOGOV and Customer Responsibilities
The bullet points below outline when NEOGOV, Customer, or both NEOGOV and Customer have responsibility with respect to
a particular deliverable.
1. NEOGOV will configure a tenant and telephone number group for the Customer
2. NEOGOV will schedule a 90-minute kickoff call with the Customer to review the objectives, timeline and mutual deliverables
• Configure Customer administrator account - NEOGOV
• Walk Customer through the survey builder - NEOGOV
• Walk Customer through the rules builder - NEOGOV
• Walk Customer through the Feedback Board- NEOGOV
• Walk Customer through Activity /Survey tools- NEOGOV
• Walk Customer through the CueHit CAD Data Agent and what is needed for the connection to CAD - NEOGOV
3. Customer will gather information needed for Surveys, Rules, Tasks and CAD/RMS Data — Customer
4. NEOGOV will coordinate a CAD/RMS Connection Workshop with Customer
• Configure PowerEngage CAD/RMS agent- NEOGOV and Customer
• Connect to Customer CAD/RMS Data — Customer
• Test data — NEOGOV and Customer
5. NEOGOV will coordinate a 2-hour Survey Workshop with Customer
• Consult on the questions to ask in a satisfaction survey (maximum of 3 to 5 questions) = NEOGOV and Customer
• Configure the questions in the survey tool = NEOGOV and Customer
• Configure the acceptable responses in the survey tool = NEOGOV and Customer
• Configure additional criteria (Follow Up question only) = NEOGOV and Customer
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A NVO6CV C-p-y
• Send sample survey to Customer on text message = NEOGOV and Customer
• Review in Feedback Board and Activity Screens= NEOGOV and Customer
6. NEOGOV will coordinate a 2- 4 hour Rules Workshop with Customer to jointly
• Consult on the rules for surveys and automatic text notifications = NEOGOV and Customer
• Configure the rules and texts = NEOGOV and Customer
• Send example encounters to test rules = NEOGOV and Customer
• Review in Activity-- NEOGOV and Customer
7. NEOGOV will coordinate a 2 Hour Task Creation and Notification Workshop with Customer to jointly:
• Configure Tasks and Task Assignments
• Identify Personnel information needed for notifications and digest emails
• Import Personnel information for receiving messages and emails from Customer provided .xls or .csv
8. NEOGOV will schedule a 2-hour Analytics Workshop with the Customer to review the ideas for the Dashboards to reflect the
results of the surveys.
• NEOGOV will review standard visualizations and data in the dashboard
• NEOGOV will request from the Customer, input on the data and visualization to be presented in the Measure Tool
• Once agreed, a maximum of 1 custom visualizations will be created by NEOGOV and deployed to the Customer's
environment
9. NEOGOV will train the Customer Administrators on the use of the PowerEngage configuration tools, Measure tools and
Activity logs.
Support Services
Telephone Assistance. Customer will be given the telephone number for a support line and will be entitled to contact the support
line during normal operating hours, (between 7:30am and 5:30pm Central Time) on regular business days, excluding NEOGOV
holidays, to consult with NEOGOV technical support staff concerning problem resolution, bug reporting, documentation
clarification, and general technical guidance. Assistance may include remote connectivity, modem, or electronic bulletin board.
Software Problem Reporting. Customer may submit requests to NEOGOV identifying potential problems in the PowerEngage
software. Requests should be in writing and directed to NEOGOV by e-mail, or through the NEOGOV support website.
NEOGOV retains the right to determine in the final disposition of all requests and will inform Customer of the disposition of
each request. If NEOGOV acts upon a request, it will do so by providing a bug fix.
Scheduled Maintenance. Software may be unavailable periodically for system maintenance. Regular system maintenance
includes installation of the software updates, operating system updates/patches and updates to other third -party applications as
needed. Customers are notified of maintenance periods via an email message or via a banner on the main page of the
PowerEngage Platform.
Exclusions from Technical Support Services:
NEOGOV shall have no support obligations with respect to any third -party hardware or software product.
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NEOGOV"
Exhibit C
HRIS Addendum
PcbwerDMS
Digital Management Software
A NEOGOV Cnmp-y
The following terms govern the use of the HRIS Services (the "HRIS Addendum") as they relate to specific HRIS Services ordered
by Customer in an Order Form. "HRIS Services" refers to the following SaaS Applications or any Add-Ons (defined below) or
Professional Services related to such SaaS Applications: NEOGOV Core HR, NEOGOV Payroll, and NEOGOV Time and
Attendance. If any provision within the HRIS Addendum directly conflicts with any other provision of the Services Agreement,
the terms of this Addendum shall control.
Implementation; Add-Ons; and Configuration Limitation. Implementation of HRIS Services as detailed in the standard statement
of work ("SOW") and the mutually agreed -upon scope document ("Scope") will proceed in accordance with the estimated
implementation schedule provided by NEOGOV and as further detailed in the SOW and Scope. Implementation services not
included in the SOW and Scope may be subject to additional fees. Customer acknowledges that the timeline for the
implementation schedule is an estimate only and dependent on a number of variables, including but not limited to Customer's
responsiveness to NEOGOV's requests during the implementation process and Customer's obligation to fill out the
"Implementation Workbook" to facilitate the implementation process. In the event that Customer does not order the full suite of
HRIS services offered, NEOGOV may be required to generate custom feeds for Customer for an additional fee. During
implementation, Customer may elect optional add -on services that supplement the SaaS Applications (the "Add-Ons"). After
completion of implementation, any subsequent changes Customer requests to the configuration of the HRIS Services will be at
cost.
NEOGOV will have no responsibility for nor any duty to review, verify, correct or otherwise perform any investigation as to
the completeness, accuracy or sufficiency of any data or information input into the HRIS system by or on behalf of the Customer.
Customer is solely responsible for ensuring that all data entered into and stored in the HRIS system is accurate and complete,
and for correcting any errors or discrepancies in such data.
CORE HR and Benefits — Additional Terms
The following terms shall apply to the extent that Customer orders the NEOGOV Core HR, and HRIS Services involving benefits
administration (the "Benefits Module"):
Benefits Module Representative. Customer shall designate one or more persons who shall serve as NEOGOV's designated
contact for the Benefits Module (the "Benefits Representative"). Customer represents and warrants to NEOGOV that the
Benefits Representative has, and shall at all times have, the requisite authority to transmit information, directions and
instructions on behalf of Customer, each "plan administrator" defined in Section 3(16)(A) of the ERISA and Section
414(g) of the Code and, if applicable, each "fiduciary" (as defined in Section 3(21) of ERISA) of each separate employee
benefit plan covered by the Benefits Module (each, a "Benefit Plan"). The Benefits Representative also shall be deemed
to have authority to issue, execute, grant, or provide any approvals, requests, notices, or other communications required or
permitted under the Services Agreement or requested by NEOGOV in connection with the Benefits Module.
2. Use of the Benefits Module.
a) HR Users. Customer shall authorize an administrator to input information and access certain information relating to
(i) the benefits offered by Customer and (ii) Customer's employees/plan participants and their benefit options and
elections as well as view certain personal and company information regarding company employees. The Benefits
Module permits Customer's employees/plan participants to make various benefits elections and to view and update
certain personal and company information. It is Customer's responsibility to submit instructions and information
relating to the Benefits Module and to verify the accuracy and completeness of all such instructions and information
submitted by Customer, employees, and plan participants.
b) NEOGOV Not Fiduciary Advisor. Customer acknowledges and agrees that, in making the Benefits Module available,
NEOGOV is not acting as an investment advisor, broker -dealer, insurance agent, tax advisor, attorney or intermediary
or a financialor benefit planner. NEOGOV is not providing any benefits, tax advice, or any information related
thereto; Customer is responsible for making available all benefits and information related thereto referenced or
included in the Benefits Module.
c) NEOGOV's Health Care Clearinghouse Status. Customer expressly acknowledges and agrees that NEOGOV is not
a "Health Care Clearinghouse", a "Covered Entity" or a "Business Associate" within the meaning of HIPAA, and
Customer shall not request or otherwise require NEOGOV to act as such. To the extent that NEOGOV is required
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A MEOWcaxpmTM
to enter into any additional agreement as a result of Customer's use of the Benefits module, Customer shall be
responsible for any liability incurred by NEOGOV thereunder.
3. Additional Termination Rights. NEOGOV may terminate Core HR, the Benefits Module, or this Services Agreement
immediately upon written notice to the Customer upon (a) the failure of Customer to maintain its Benefit Plan(s) in
compliance with ERISA or other applicable laws or regulations or (b) NEOGOV's determination that the exercise of any
of the rights granted hereunderor the continued performance by NEOGOV of its obligations under this Services Agreement
would cause NEOGOV to violate any applicable international, federal, state or local law(s) and/or regulation(s).
4. ERISA. The terms of this Section only shall apply to the extent Customer uses services governed, in whole or in part, by
the Employee Retirement Income Security Act of 1974, as amended ("ERISA")
a) NEOGOV's Non -Fiduciary Status. Customer expressly acknowledges and agrees that NEOGOV is not an
"Administrator", "Plan Sponsor," or a "Plan Administrator" as defined in Section 3(16)(A) of ERISA, and Section
414(g) of the Internal Revenue Code of 1986, as amended (the "Code"), respectively, nor is NEOGOV a "fiduciary"
within themeaning of ERISA Section 3(21), and Customer shall not request or otherwise require NEOGOV to act as
such. NEOGOV shall not exercise any discretionary authority or control respecting management of any of Customer's
benefitor welfare plans ("Plan" or "Plans") or management or disposition of any of Customer's benefit or welfare
Plan assets. NEOGOV shall not render investment advice for a fee or other compensation, direct or indirect, with
respect to any monies or other property of any Plan, nor does NEOGOV have any authority or responsibility to do
so. NEOGOV has no discretionary authority or discretionary responsibility in the administration of the Plan(s).
b) Use of NEOGOV' S Name. Customer or the Plan Administrator must obtain the prior written consent of NEOGOV
to insert any references to NEOGOV or its affiliates, or to NEOGOV Services, with respect to any communication
or document pertaining to a Plan prepared by Customer, or on behalf of Customer (other than documents prepared
by NEOGOV), unless the reference only identifies NEOGOV as a service provider or the reference is required in a
filing ordocument required by ERISA or any other applicable law. Without limiting the foregoing, in no event may
Customer orthe Plan Administrator identify or refer to NEOGOV as "administrator", "plan administrator", "third -
party administrator", "plan sponsor", "fiduciary", "plan fiduciary" or similar title.
5. Direct to Carrier Services. Customer may elect direct to insurance carrier services (each a "Carrier Link") at its option,
each for an additional cost. Reconfiguration of existing Carrier Links, establishing new Carrier Links, and additional
elections are available for an additional fee and may be completed by NEOGOV at NEOGOV's then current rates.
Customer may access and use the NEOGOV HRIS Services to electronically transmit employee data, including employee
benefits enrollment data, to Customer's carriers or other third parties authorized by Customer. NEOGOV's ability to
transmit data is subject to the provision of a current functional interface between HRIS Services and the carriers' systems.
NEOGOV will not be obligated to transmit Customer's data to carriers if at any time Customer's carriers fail to provide
the proper interface as solely determined by NEOGOV. If Customer requires development of any special or customized
interfaces to transmit such data, all work performed by NEOGOV to create such interfaces will be at NEOGOV's then
current fees for such services. NEOGOV makes no warranty that each carrier's specifications will conform with
NEOGOV's current functional interfaces. In the event a carrier provides formats or specifications not supported by the
NEOGOV HRIS Services, Customer will be solely responsible for transmitting the data to such carrier using an alternative
system to be determined solely by Customer. Customer shall be responsible for promptly reviewing all records of
transmissions to carriers and other reports prepared by NEOGOV for validity and accuracy according to Customer's
records, and Customer will notify NEOGOV of any discrepancies promptly after receipt thereof.
Payroll Services — Additional Terms
The following terms shall apply to the extent that Customer orders the NEOGOV Payroll Services module:
Payroll Processing and Tax Filing. NEOGOV will deliver (i) payroll administrative services to Customer through
NEOGOV's payroll software as a service (the "Payroll Module"), (ii) at Customer's election, direct deposit administration
to those employees electing such service via ACH processing (collectively referred to as the "Payroll Services"), remit
payroll taxes on Customer's behalf to those federal, state, and local taxing jurisdictions designated by Customer, and file
related tax returns (such remitting of payroll taxes and filing of related tax returns, the "Tax Services"). At NEOGOV's
then current fees, NEOGOV may also process calendar year-end W-2 forms for Customer's employees and Forms 1099-
MISC. NEOGOV will, and Customer hereby authorizes NEOGOV and Fulfillment Partners to, initiate debits or reverse
wire transfers prior to each paydate for Customer's payroll ("Paydate") and credit the bank accounts of Customer's
employees and others to be paid by Customer by direct deposit payment on Paydate (a "Payee"), all in compliance with
the operating rules of the National Automated Clearing House Association and the terms and conditions hereof. For
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A NFOWV CaxpmTM
purpose of clarity, the parties understand and agree that NEOGOV does not print and/or send paychecks for or on behalf
of Customer.
2. Documentation and Required Information.
a) Authorization Forms; Proof of Name. Customer will be required to complete and submit the following documents in
order to use the payroll processing components of Payroll Module: (i) power of attorney forms for each jurisdiction
in which Customer will use the HRIS Services (the "POA"), (ii) Authorization to Debit/Credit Bank
Account(s)/Obtain Bank Account Information (the "Authorization Form"), (iii) an IRS proof of legal name/FEIN and
(iv) any authorization form for Fulfillment Partner authorizing debiting and crediting Customer's bank account.
b) Proof of Existence. Customer will provide NEOGOV, and authorize NEOGOV to provide to Fulfillment Partner,
Customer's (i) legal name, and "doing business as" name if applicable, (ii) physical street address (not a PO Box or
PMB), (iii) phone number, (iv) Primary Business Activity (Nature of Business), (v) Duns Number (if one exists), (vi)
Tax ID Number, (vii) estimated transaction count and dollar volume, (viii) number of employees, and (ix) supporting
evidence via (A) either certified Articles of Incorporation, IRS EIN Letter, unexpired government issued business
license, trust instrument or other government -issued evidence showing legal existence, and (B) either a voided
business check, copy of utility bill, other evidence of legal name, physical address, DBA Name, or Tax ID.
c) Permitted Disclosure Authorization. Customer hereby authorizes NEOGOV to (i) provide Customer's data to
Fulfillment Partner for the purposes of performing the Payroll and Tax Services, and (ii) take such action as is
necessary to performthe Payroll and Tax Services.
d) Time and Attendance Information. Prior to commencement of Time and Attendance Services, Customer shall provide
to NEOGOV all necessary information and guidance relating to its time and attendance policies and guidelines and
coordinate with NEOGOV to establish standards for NEOGOV in its execution of the Time and Attendance Services.
Customer agrees to promptly comply with NEOGOV's request for such additional documentation and understands
that Payroll or Tax Services may be impaired or delayed if Customer does not comply with such request.
3. Customer Obligations, Representations, and Warranties. Customer acknowledges that NEOGOV's obligation to perform
theHRIS Services is subject to Customer's obligations, representations, and warranties. Customer represents and warrants
the following:
a) Processing Authorization. Customer authorizes NEOGOV to process payroll entries on behalf of Customer. Customer
acknowledges that NEOGOV is acting solely in the capacity of data processing agent and is not a source of funds for
Customer. Customer shall be liable for each payroll related transaction initiated by NEOGOV on behalf of Customer,
whether by electronic entry or wire transfer. NEOGOV, or its Fulfillment Partners, electronically transmit employee
data, including employee payroll data, to designated third parties, and Customer authorizes NEOGOV and its
Fulfillment Partners, to provide such transmission on Customer's behalf. Customer agrees that NEOGOV maintains
specific Fulfillment Partner(s) for NEOGOV Payroll and Tax Services fulfillment during the term of and in
accordance with this Services Agreement and that Customer shall not, directly or indirectly, supplement, substitute,
or otherwise modify the provision of such Payroll and Tax Services without terminating this Services Agreement.
b) Information Accuracy; Reliance; Change Notice. Customer shall input, maintain, and verify the accuracy of any and
all information, including payroll and tax information, and Customer shall continually ensure that such information
is kept complete, accurate, delivered on time, and up to date at all times. Customer acknowledges that NEOGOV and
NEOGOV Fulfillment Partners will rely on the accuracy of this information as it performs its requested functions.
NEOGOV shall not be responsible for any delays or inaccuracies in Customer's delivery of data to NEOGOV.
Customer will notify NEOGOV immediately of any change in the processing information, including the
Authorization Form. Customer will also obtain a voluntary written authorization from any Payee prior to the initiation
of the first credit to the account of such Payee and shall provide upon demand a copy of such written authorization to
NEOGOV.
c) Processing Deadlines. Unless otherwise agreed to by the Parties, Customer will: (a) complete and execute all required
documentation so that NEOGOV or Fulfillment Partner may withdraw funds from Customer's account to process
directdeposit payrolls, (b) input or report all relevant payroll data for ACH transmissions to NEOGOV no later than
2:00 p.m.Pacific Standard Time (PST) three (3) banking days prior to each Paydate, (c) input or report all other
relevant payroll data to NEOGOV no later than 2:00 p.m. Pacific Standard Time (PST) two banking days prior to
each Paydate, (d) have available in Customer's bank account good, collectable funds in a sufficient amount to cover
funding disbursements, checks, direct deposits, tax payments, or recurring payments to third parties no later than the
opening of business (i) two banking days prior to each Paydate for debits by electronic entry, and (ii) two banking
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A NEOGOV C-p-V
days prior to each Paydate for funding by wire transfer, and (e) compare all reports on credits or debits initiated by
Customer to NEOGOV's records and promptly notify NEOGOV of any discrepancies. In the event Customer does not
meet the deadlines specified herein, NEOGOV shall make reasonable efforts to complete processing prior to the
Paydate; however, NEOGOV makes no representation or warranty that payroll will process by the Paydate where
Customer fails to provide all required documentation by the deadline. Additional Fees may apply for expedited
processing.
d) Customer Review. Within seven (7) business days after receipt from NEOGOV, Customer will promptly conduct a
detailed review of all payroll and tax registers produced by NEOGOV or Fulfillment Partners for accuracy, validity
andconformity with Customer's records. Customer will promptly notify NEOGOV of any error or omission
discovered by Customer in any payroll registers, disbursement records, payroll or tax reports and documents produced
by NEOGOV or Fulfillment Partners, or any discrepancy between the information provided by NEOGOV or
Fulfillment Partners, and Customer's records. Customer will not rely on any record, report or document containing
any discovered error, omission or discrepancy until such error, omission or discrepancy, has been corrected. Customer
will be responsible for any consequences resulting from instructions Customer may give to NEOGOV or Fulfillment
Partners with regard to HRIS Services or any payroll registers, disbursement records, reports and documents prepared
by NEOGOV based on information provided by Customer.
e) Document Retention. Customer will retain copies of all information entered into or generated by the HRIS Services
and Customer shall be solely responsible for maintaining such data, and all tax records, in accordance with any legal
obligations.
f) Special Processing. Customer understands and acknowledges that administering processing dates beyond standard
payroll dates, and correcting, amending, or cancelling payroll entries or mistaken reversals (collectively "Special
Processing"), are complicated, highly manual, and may result in additional expenses, tax consequences, and penalties.
Therefore, Special Processing may be subject to additional NEOGOV Fees.
g) Recovery Cooperation. Customer agrees to undertake reasonable efforts to cooperate with NEOGOV and any other
parties involved in processing any transactions hereunder to recover funds credited to any employee as a result of an
error made by Customer, NEOGOV, or Fulfillment Partners, or any other loss recovery efforts and in connection
with any actions that the relevant party NEOGOV may be obligated to defend or elects to pursue against any third -
party.
h) Compliance with Laws. Customer acknowledges that, in order to put into effect the Payroll Services which include
ACH transactions, Customer will be the Originator of the ACH transactions and will follow and be bound by the
rules for ACH Originators as adopted from time to time by the NACHA. Customer agrees that it has assumed the
responsibilities of an Originator under the ACH Rules and acknowledges that entries may not be initiated in violation
of the laws of the United States. Customer agrees to be compliant with laws. Customer will comply with all laws
including, but not limited to, the U. S. Patriot Act, the Unlawful Internet Gambling Enforcement Act, the Bank Secrecy
Act, and Anti Money Laundering laws.
4. Effect of Failed Funds. If Customer fails to pay the taxes, direct deposits, employee payments or other charges, including
fees, then Customer agrees to pay NEOGOV for all costs of collection, including reasonable attorney fees, which may be
associatedwith collection of the amounts due. NEOGOV also may, at its sole option, terminate this Services Agreement
and withhold or suspend any work in progress. This is in addition to any other rights NEOGOV may have under this
contract or under law. NEOGOValso reserves the rights to reverse employee transactions and /or tax payments for which
funds have not been received from Customer.
5. Rejection of Entries. NEOGOV shall reject any file or entry that does not comply with the requirements of this Services
Agreement, the NACHA Rules, or uses an improper SEC Code, or if NEOGOV suspects fraud or illegal or improper
activity. NEOGOVshall have no liability.
6. Resolution of Error Exceptions. For the purposes of this Section, the term "error exception(s)" shall mean any data
requirements within the HRIS Services that, based on Customer's configuration, have been assigned a severity level
designation of "error"; such designation shall create a requirement for an operational task to be completed by Customer in
order to proceed with Customer's processing, including processing of Customer payroll for the designated period. Failure
to resolve an error exception will prevent Customer's payroll from being processed as scheduled. NEOGOV is not
obligated to clear any such error on behalf of Customer.
7. NEOGOV Errors and Omissions Warranty. NEOGOV warrants it will use commercially reasonable efforts to properly
transmit the appropriate reports, data, or filings based on the information provided in Customer's HRIS Services. In
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addition, NEOGOV will use commercially reasonable efforts to rectify any Customer report, data, or filing error, including
any deposit, corrected or reversal debit or credit entry, for which NEOGOV is solely responsible; provided that, in each
case Customer advises NEOGOV no later than ten (10) business days after the occurrence of such errors or omissions.
This is Customer's sole remedy in the event of a breach of the foregoing warranty. Notwithstanding the foregoing,
Customer will be solely responsible for payment of all tax penalties, interest, and additional NEOGOV fees if. (i) the
penalty is the result of incorrect, inaccurate, or incomplete information Customer provides to NEOGOV, (ii) Customer has
insufficient funds in Customer's designated bank account to process HRIS Services, or (iii) a party other than NEOGOV,
or a NEOGOV Fulfillment Partner, fails to perform services in a timely manner.
8. Additional Liability and Warranty Limitations. NEOGOV, ITS PROVIDERS, AND FULFILLMENT PARTNERS, AND
THE OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS OF EACH WILL NOT BE LIABLE UNDER ANY
CIRCUMSTANCES OR UNDER ANY THEORY OF RECOVERY (WHETHER IN CONTRACT OR TORT OR
OTHERWISE) FOR (i) ANY FEES, COSTS, CHARGES, OR ANY DAMAGES CAUSED BY LOST SHIPMENT OR
TRANSMISSION OF CHECKS OR ANY FORM OF DISBURSEMENT INCLUDING, BUT NOT LIMITED TO, STOP
PAYMENT FEES, REPRINTING OR RETRANSMISSION COSTS, SHIPPING CHARGES, OR CONSEQUENTIAL
EXPENSES AND DAMAGE, (ii) ANY CHARGES, FEES, OR EXPENSES INCURRED BY CUSTOMER,
CUSTOMER'S AGENTS, OR EMPLOYEES WHICH ARE DUE TO LATE PAYCHECKS, REGARDLESS OF
WHETHER SUCH PAYCHECKS ARE TO BE PREPARED AND DELIVERED BY NEOGOV, FULFILLMENT
PARTNERS, OR BY CUSTOMER, (iii) NON-PERFORMANCE OF HRIS SERVICES WHICH HAVE BEEN
SUSPENDED DUE TO FAILURE OR DELAY IN PAYMENT OF FEES OWED UNDER THIS SERVICES
AGREEMENT, AND (IV) FOR ANY DAMAGES TO CUSTOMER ARISING FROM OR IN CONNECTION WITH
A DECISION BY NEOGOV TO SUBMIT FILES FOR PROCESSING AFTER CUSTOMER HAS FAILED TO CLEAR
OUTSTANDING ERROR EXCEPTIONS WITHIN THE SPECIFIED DEADLINE.
9. Additional Termination Rights.
a) Termination for Default. Customer's breach of the NACHA Rules, violation of any applicable federal or state
regulation, or failure to maintain account funding as required by this Services Agreement (and as a result any debit
to Customer's account isreturned), shall each constitute a default. Upon default, NEOGOV may suspend the HRIS
Services or terminate this Services Agreement in a manner that permits NEOGOV to comply with the NACHA Rules.
Termination is effective immediately upon written notice of such termination to Customer. The right to suspend the
HRIS Services and/or terminate this Services Agreement is in addition to any other rights and remedies provided
under this Services Agreement or otherwise under law.
b) Effect of Termination. No termination of this Services Agreement shall release Customer from any obligation to pay
NEOGOV any amount that has accrued or becomes payable at or prior to the date of termination. No suspension of
HRIS Services shall release Customer from any obligation to pay NEOGOV any amounts due under this Services
Agreement. Customer shall not be entitled to any refund of any amounts paid to NEOGOV as a result of a termination
based on Customer's default. Notwithstanding the termination of this Services Agreement, the parties shall continue
to comply with the NACHA Rules with respect to transmissions pursuant to this Services Agreement.
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NEOGOV"
Exhibit D
Integration Terms Addendum
PcbwerDMS
Digital Management Software
A NEOGOV Cnmp-y
NEOGOV offers integrations and platform APIs for integrations to third party systems ("Integration Services"). Customer
may use only those Integration Services purchased or subscribed to as listed within the NEOGOV Order Form. The following
terms (the "Integration Terms Addendum") shall apply to the extent that Customer utilizes a system integration between the
Services and either: (a) an affiliated integrated service, including those found at
https://api.neogov.com/connect/markeiplace.html and/or hM2s:HIpidocs.powerdms.com ("Affiliated API") or to the extent
that Customer utilizes a system integration between the Services and an unaffiliated third -party service ("Customer
Application") integrated using NEOGOV's open API ("Open API"). Integration Services are not available for HRIS Services
and this Exhibit D shall not apply to HRIS Services.
Provision of Integrations. Subject to and conditioned on compliance with all terms and conditions set forth in this
Agreement, NEOGOV hereby grants Customer a limited, revocable, non-exclusive, non -transferable, non-sublicensable
license during the applicable Term to use and/or access the Affiliated API as described in this Agreement, or the Open
API for communication between Customer's human resource related third application(s) that will interoperate with
NEOGOV Services (collectively these uses shall be referred to as the "API" or "Integration"). Customer acknowledges
there are no implied licenses granted under this Agreement. NEOGOV reserves all rights that are not expressly granted.
Customer may not use the API for any other purpose without our prior written consent. Customer may not share the API
with any third party, must keep the API and all log -in information secure, and must use the API key as Customer sole
means of accessing the API.
Integration Intellectual Property. All right, title, and interest in the API and any and all information, data, documents,
materials, inventions, technologies, know-how, descriptions, requirements, plans, reports, works, intellectual property,
software, hardware, systems, methods, processes, and inventions, customizations, enhancements, improvements and
other modifications based on or derived from the API are and will remain, as appropriate, with NEOGOV. All right, title,
and interest in and to the third -party materials, includingall intellectual property rights therein, are and will remain with
their respective third -party rights holders subject to the terms and conditions of the applicable third -party license
agreements. Customer has no right or license with respect to any third -party materials except as expressly licensed under
such third -party license agreements.
Integration Terms of Use. Except as expressly authorized under this Agreement, you may not remove any proprietary
notices from the API; use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates
any intellectual property rightor other right of any person, or that violates any applicable law; combine or integrate the
API with any software, technology, services, or materials not authorized by NEOGOV; design or permit Customer
Application(s) to disable, override, or otherwise interfere with any NEOGOV-implemented communications to end
users, consent screens, user settings, alerts, warning, or the like; use the API in any of Customer Application(s) to
replicate or attempt to replace the user experience of the Services; or attempt to cloak or conceal Customer identity or
the identity of Customer Application(s) when requesting authorization to use the API.
Customer Integration Responsibilities. Customer, Customer developed web or other software services or applications,
and Customer third -party vendors that integrate with the API (collectively the "Customer Applications"), shall comply
with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards,
and requirements that may be posted on https:Hapi.neogov.com/connect/index.html and/or
https:Hgpidocs.powerdms.com from time to time. In addition, Customer will not use the API in connection with or to
promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in
spyware, adware,or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass
distribution of email ("spam"),multi-level marketing proposals, hate materials, hacking, surveillance, interception, or
descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen
products, and items used for theft, hazardous materials, or any illegal activities.
Cooperation. If applicable, Customer shall timely provide such cooperation, assistance, and information as NEOGOV
reasonably requests to enable the API. NEOGOV is not responsible or liable for any late delivery or delay or failure of
performance caused in wholeor in part by Customer's delay in performing, or failure to perform, any of its obligations
under this Agreement. NEOGOV will provide Customer maintenance and support services for API issues arising from
the information technology designed, developed, and under then current control of NEOGOV. NEOGOV shall have no
obligation to provide maintenance or support for issues arising from the inaction or action of Customer or third parties
of which are outside NEOGOV control.
6. Provision of Open API. In the event license fees or other payments are not due in exchange for the right to use and access
the Open API, you acknowledge and agree that this arrangement is made in consideration of the mutual covenants set forth
in this Agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein.
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A NEOGOV r-p-y
Notwithstanding the foregoing, NEOGOV reserves the right to change for access with effect from the start of each
Renewal Term by giving Customer at least ninety (90) day notice prior to commencement of a Renewal Term.
API Kev. In order to use and access the Open API, you must obtain an Open API key through the registration process.
Customer agreesto monitor Customer Applications for any activity that violates applicable laws, rules and regulation, or
any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior.
This Agreement does not entitle Customer to any support for the Open API. You acknowledge that NEOGOV may
update or modify the Open API from time to time and at our sole discretion and may require you to obtain and use the
most recent version(s). You are required to make any such changes to Customer Applications that are required for
integration as a result of such Update at Customer sole cost and expense. Updates may adversely affect how Customer
Applications communicate with the Services.
8. Efficient Processing. You must use efficient programming, which will not cause an overwhelming number of requests to
be made in too short a period of time, as -determined solely by NEOGOV. If this occurs, NEOGOV reserves the right to
throttle your API connections,or suspend or terminate your access to the Open API. NEOGOV shall use reasonable
efforts to provide Customer notice and reasonable time to cure prior to taking such actions.
Open API Limitations. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT
WILL NEOGOVBE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT,
NEGLIGENCE, STRICTLIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY DIRECT, LOST
PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF
BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY
KIND ARISING OUT OF THE USE OR INABILITY TO USE THE OPEN API; OR ANY DAMAGES, IN THE
AGGREGATE, IN EXCESS OF FIFTY DOLLARS, EVEN IF NEOGOV HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE
FORESEEABLE OR NEOGOV WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM YOU
MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE
YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.
10. Open API Termination. Notwithstanding the additional Termination rights herein, NEOGOV may immediately
terminate or suspend Customer access to Open APIs in our sole discretion at any time and for any reason, with or without
notice or cause. In addition, your Open API subscription will terminate immediately and automatically without any
notice if you violate any of the terms and conditions of this Agreement.
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