|
1
<br />NEOGOV SERVICES AGREEMENT
<br />V020121
<br />You agree that by placing an order through a NEOGOV standard ordering document (the “Order” or “Ordering
<br />Document”) you agree to follow and be bound by the terms and conditions set forth herein. “Governmentjobs.com”,
<br />“NEOGOV”, “we”, and “our” means Governmentjobs.com, Inc.(dba “NEOGOV”) and, where applicable, its affiliates;
<br />“Customer”, “you”, “your” means the Governmentjobs.com client, customer, or subscriber identified in the Ordering
<br />Document.
<br />If you are placing such an Order on behalf of a legal entity, you represent that you have the authority to bind such
<br />entity to the terms and conditions of the Ordering Document and these terms and, in such event, “you” and “your” as
<br />used in these agreement terms shall refer to such entity. “Agreement” shall be used to collectively refer to this
<br />NEOGOV Services Agreement (the “Services Agreement”), documents incorporated herein including the applicable
<br />Ordering Document and Schedule(s), and Special Conditions (if any).
<br />1.Provision of Services. Subject to the terms of this Agreement NEOGOV hereby agrees to provide Customer with
<br />access to its SaaS Applications and Professional Services (each defined below) included or ordered by
<br />Customer in the applicable Ordering Document (collectively referred to as the “Services”). Customer hereby
<br />acknowledges and agrees that NEOGOV’s provision and performance of, and Customer’s access to, the
<br />Services is dependent and conditioned upon Customer’s full performance of its duties, obligations and
<br />responsibilities hereunder. This Agreement entered into as of the date of your signature on an applicable
<br />Ordering Document or 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-
<br />service application that may be set forth on an Order and subsequently made available by NEOGOV to
<br />Customer, and associated components as described in the Service Specifications made available to
<br />Customer by NEOGOV. Subject to and conditioned on Customer's and its Authorized Users' compliance
<br />with the terms and conditions of this Agreement, NEOGOV hereby grants to Customer a limited, non-
<br />exclusive, non-transferable, and non-sublicensable right to (a) access and use, and to permit Authorized
<br />Users to access and use, the SaaS Applications specified in the Order solely for Customer’s internal, non-
<br />commercial purposes; (b) generate, print, and download Customer Data as may result from any access to or
<br />use of the SaaS Applications; and (c) train Authorized Users in uses of the SaaS Applications permitted
<br />hereunder (these rights shall collectively be referred to as the “SaaS Subscription”) . “Authorized Users”
<br />means (i) Customer employees, agents, contractors, consultants who are authorized by Customer to access
<br />and use the Services under the rights granted to Customer pursuant to this Services Agreement and (ii) for
<br />whom access to the Services has been purchased hereunder. You may not access the SaaS Applications if
<br />you are a direct competitor of NEOGOV or its affiliates. In addition, you may not access the SaaS
<br />Applications for purposes of monitoring their availability, performance, or functionality, or for any other
<br />benchmarking or competitive purposes.
<br />b)Delivery and Subscription Term. NEOGOV delivers each SaaS Application by providing Customer with
<br />online access. When you access NEOGOV SaaS Applications, you are accepting it for use in accordance
<br />with this Agreement. Unless otherwise specified in an applicable Ordering Document, SaaS Subscriptions
<br />shall commence on the Effective Date and remain in effect for twelve (12) consecutive months, unless
<br />terminated earlier in accordance with this Agreement (the “Initial Term”). Thereafter, SaaS Subscriptions
<br />shall automatically renew for successive twelve (12) month terms (each a “Renewal Term” and together with
<br />the Initial Term, collectively, the “Term”) unless a party delivers to the other party, at least thirty (30) days
<br />prior to the expiration of the Initial Term or the applicable Renewal Term, written notice of such party’s
<br />intention to not renew this Agreement, or unless terminated earlier in accordance with this Agreement.
<br />NEOGOV shall provide Customer access to the SaaS Applications within a reasonable time following the
<br />Effective Date unless otherwise agreed.
<br />c)Content and Program Documentation. Should Customer purchase access to SaaS Applications containing
<br />audio-visual content (“Licensed Content”), NEOGOV grants to Customer a non-exclusive, non-transferable,
<br />and non-sublicensable license, during the applicable Term, for Authorized Users to access and view the
<br />Licensed Content within the SaaS Application. Customer shall not permit the Licensed Content to be, or
<br />appear to be, reproduced, performed, displayed, or distributed on, as part of or in connection with any
<br />website or other online area other than the SaaS Application. Customer shall not edit, alter, modify, combine
<br />Exhibit ADocuSign Envelope ID: F4A6FA52-A5F7-4BE8-B437-84F27FE4FB12
|