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Docusign Envelope ID: 42809071-02E3-443F-83C5-B038E46AA7D3
<br />NEOGOTM PUwerDMS
<br />V Digital ivlanaylcment Software
<br />AHEOUOY Ganpa�
<br />SERVICES AGREEMENT
<br />V071423
<br />You agree that by placing an order through a NEOGOV standard ordering document such as an "Order Form", "Service Order,"
<br />"Ordering Document," "SOW" or other document mutually agreed by the parties detailing the services, pricing and subscription
<br />term (each, an "Order Form" for purposes of this Agreement), you agree to follow and be bound by the terms and conditions set
<br />forth herein. "Governmentjobs.com", "NEOGOV", "we", and "our" means Governmentjobs.com, Inc. (DB/A/ NEOGOV), for
<br />and on behalf of itself and its subsidiaries PowerDMS, Inc., Cuehit, Inc., Ragnasoft LLC (DIBIA/ Plan1T Schedule), and Design
<br />PD, LLC (D/B/A Agency360) (collectively, "NEOGOV" and, where applicable, its other affiliates; "Customer", "you", "your"
<br />means the NEOGOV client, customer, and/or the subscriber identified in the Order Form).
<br />"Services Agreement" or the "Agreement" shall be used to collectively refer to this NEOGOV Services Agreement, documents
<br />incorporated herein including the applicable Order Form, each Addendum (as applicable), and Special Conditions (if any).
<br />"Addendum" means each Addendum set forth either as an Exhibit hereto or otherwise made available at
<br />https://www.neogov.com/ser,vice-specifications (the "NEOGOV Site") and, as applicable, made a part of this Agreement. "Special
<br />Conditions" means individually negotiated variations, amendments and/or additions to this Service Agreement of which are either
<br />drafted, or incorporated by reference, into the Order Form.
<br />Provision of Services. Subject to the terms of this Agreement NEOGOV hereby agrees to provide Customer with access to its
<br />SaaS Applications and Professional Services (each defined below) included or ordered by Customer in the applicable Order
<br />Form (collectively referred to as the "Services"). Customer hereby acknowledges and agrees that NEOGOV's provision and
<br />performance of, and Customer's access to, the Services is dependent and conditioned upon Customer's full performance of its
<br />duties, obligations and responsibilities hereunder. This Agreement entered into as of the earlier of: (i) date of your signature
<br />on an applicable Order Form; or (ii) use of the Services commences (the "Effective Date"). The Agreement supersedes any
<br />prior and contemporaneous discussions, agreements or representations and warranties.
<br />2. SaaS Subscription.
<br />a) Subscription Grant. "SaaS Applications" means each proprietary NEOGOV web -based software -as -a -service application
<br />that may be set forth on an Order Form and subsequently made available by NEOGOV to Customer, and associated
<br />components as described in any written service specifications made available to Customer by NEOGOV (the "Service
<br />Specifications"). Subject to and conditioned on Customer's and its Authorized Users' compliance with the terms and
<br />conditions of this Agreement, NEOGOV hereby grants to Customer a limited, non-exclusive, non -transferable, and non-
<br />sublicensable right to (i) onboard, access and use, and to permit Authorized Users to onboard, access and use, the SaaS
<br />Applications specified in the Order Form solely for Customer's internal, non-commercial purposes; (ii) generate, print,
<br />and download Customer Data as may result from any access to or use of the SaaS Applications; and (iii) train Authorized
<br />Users in uses of the SaaS Applications permitted hereunder (these rights shall collectively be referred to as the "SaaS
<br />Subscription"). "Authorized Users" means (1) Customer employees, agents, contractors, consultants ("Personnel") who
<br />are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Services
<br />Agreement and (2) for whom access to the Services has been purchased hereunder. You shall not exceed the usage limits
<br />(if any) as detailed in the user tier in the applicable Order Form. You may not access the SaaS Applications if you are a
<br />direct competitor of NEOGOV or its affiliates. In addition, you may not access the SaaS Applications for purposes of
<br />monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes. You
<br />shall be responsible for each Authorized User's access to and use of the SaaS Applications and compliance with
<br />applicable terms and conditions of this Agreement.
<br />b) Subscription Term. Unless otherwise specified in an applicable Order Form, SaaS Subscriptions shall commence on the
<br />Effective Date and remain in effect for twelve (12) consecutive months, unless terminated earlier in accordance with this
<br />Agreement (the "Initial Term"). Thereafter, SaaS Subscriptions shall automatically renew for successive twelve (12)
<br />month terms (each a "Renewal Term" and together with the Initial Term, collectively, the "Term") unless a party delivers
<br />to the other party, at least thirty (30) days prior to the expiration of the Initial Term or the applicable Renewal Term,
<br />written notice of such party's intention to not renew the SaaS Subscriptions, or unless terminated earlier in accordance
<br />with this Agreement. The Term for the Services is a continuous and non -divisible commitment for the full duration
<br />regardless of any invoice schedule. The purchase of any Service is separate from any other order for any other Service.
<br />Customer may purchase certain Services independently of other Services. Your obligation to pay for any Service is not
<br />contingent on performance of any other Service or delivery of any other Service.
<br />3. Customer Responsibilities. Customer will not, and will ensure its Authorized Users do not (a) make any of the Services
<br />available to anyone other than Authorized Users or use any Services for the benefit of anyone other than Customer and its
<br />Authorized Users, unless otherwise agreed in writing by the parties, (b) sell, resell, license, sublicense, distribute, make
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