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Docusign Envelope ID: 42809071-02E3-443F-83C5-B038E46AA7D3
<br />Im PowerDMS
<br />NEOGOV Digital Management Software
<br />A NEOGM C-wq
<br />available, rent or lease any of the Services, or include any of the Services in a service bureau or outsourcing offering, unless
<br />otherwise agreed in writing by the parties, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful
<br />or tortious material, or to store or transmit material in violation of the privacy rights, publicity rights, copyright rights, or other
<br />rights of any person or entity, (d) use the Services to store or transmit code, files, scripts, agents or programs intended to do
<br />harm, including, for example, viruses, worms, time bombs and Trojan horses, (e) interfere with or disrupt the integrity or
<br />performance of the Services (including, without limitation, activities such as security penetration tests, stress tests, and
<br />spamming activity), (f) attempt to gain unauthorized access to the Services or its related systems or networks, (g) disassemble,
<br />reverse engineer, or decompile the Services, or modify, copy, or create derivative works based on the Services or any part,
<br />feature, function or user interface thereof, (h) remove the copyright, trademark, or any other proprietary rights or notices
<br />included within NEOGOV Intellectual Property and on and in any documentation or training materials, or (i) use the Services
<br />in a manner which violates the terms of this Agreement, any Order Form or any applicable laws.
<br />Professional Services. "Professional Services" shall mean professional services purchased by Customer as detailed in an
<br />applicable Order Form or NEOGOV Scope of Work (SOW) describing the work to be performed, fees, and any applicable
<br />milestones, dependencies, and other technical specifications or related information. Professional Services may include
<br />training, implementation, and best practices of and concerning the SaaS Applications. Professional Services are subject to the
<br />terms of the Professional Services Addendum made available on the NEOGOV Site and made a part hereof and may be subject
<br />to additional terms pursuant to an SOW and Service Specifications describing, if applicable, the work to be performed, fees,
<br />and any applicable milestones, dependencies, and other technical specifications or related information. Order Forms or SOWS
<br />must be signed by Customer before NEOGOV shall continence work. If Customer executes a separate SOW, this Agreement
<br />and documents incorporated herein (including but not limited to the Professional Services Addendum) shall control in the
<br />event of a conflict with the terms of the SOW. All Professional Services purchased by Customer must be utilized within twelve
<br />(12) months of the date of the applicable Order Form or SOW.
<br />5. Payment Terms.
<br />a) Fees. Customer shall pay all Subscription, Onboarding and Set -Up fees ("Subscription Fees") and Professional Service
<br />fees ("Professional Service Fees", collectively the "Fees") as set forth in an Order Form within thirty (30) days of the
<br />date of NEOGOV's invoice. Fees shall be invoiced annually in advance and in a single invoice for each Term. Unless
<br />explicitly stated otherwise in an Order Form, all payments due under an Order Form are expressed in and shall be paid in
<br />U.S. dollars. Invoices shall be delivered to the stated "Bill To" party on the Order Form. Unless explicitly provided
<br />otherwise, once placed the Order Form is non -cancellable and sums paid nonrefundable, Any invoiced amount that is not
<br />received by NEOGOV when due as set forth in an Order Form will result in written notice of late payment. If the amount
<br />is not paid within thirty (30) days of notice it will be subject to a late payment fee of 1.5% per month or the maximum
<br />rate permitted by law, whichever is lower. If any amount owing by Customer is more than 30 days overdue, NEOGOV
<br />may, without limiting its other rights and remedies, suspend the Services until such amounts are paid in full. If
<br />Subscription Fees are based upon the Authorized User or employee count as may be specified in an Order Form, Customer
<br />shall owe NEOGOV supplemental Subscription Fees to the extent Customer exceeds the number of Authorized Users or
<br />employees set forth in the Order Form. Except as otherwise specifically stated in the Order Form, NEOGOV may change
<br />the charges for the Services with effect from the start of each Renewal Term by providing Customer with new pricing at
<br />least thirty (30) day notice prior to commencement of a Renewal Term. The new pricing shall be deemed to be effective
<br />if Customer (a) returns an executed Order Form to NEOGOV, (b) remits payment to NEOGOV of the fees set forth in
<br />the invoice referencing the new pricing, or (c) the Customer or any of its Authorized Users access or use the Services
<br />after the expiration of the previous Term.
<br />b) Taxes. Customer will pay all taxes, duties and levies imposed by all federal, state, and local authorities (including,
<br />without limitation, export, sales, use, excise, and value-added taxes) based on the transactions or payments under this
<br />Agreement, except those taxes imposed or based on NEOGOV's net income or those exempt by applicable state law.
<br />Customer shall provide NEOGOV with a certificate or other evidence of such exemption within ten (10) days after the
<br />Effective Date of this Agreement and thereafter upon NEOGOV's request therefor.
<br />c) Purchase Orders. Any reference to a purchase order in an Order Form or any associated invoice is solely for Customer's
<br />convenience in record keeping, and no such reference or any delivery of services to Customer following receipt of any
<br />purchase order shall be deemed an acknowledgement of or an agreement to any terms or conditions referenced or included
<br />in any such purchase order. If a purchase order is delivered by Customer in connection with the purchase of Services,
<br />none of the terms and conditions contained in such purchase order shall have any effect or modify or supersede the terms
<br />and conditions of this Agreement. NEOGOV's failure to object to terms contained in any such purchase order shall not
<br />be a waiver of the terms set forth in this provision or in this Agreement.
<br />6. Term and Termination.
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