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<br />with other content, or create any derivative works of the Licensed Content. “Program Documentation” shall
<br />mean all user guides, training, and implementation material, and Service descriptions provided by NEOGOV
<br />to Customer in connection with the Services. NEOGOV hereby grants to Customer a non-exclusive, non-
<br />sublicensable, non-transferable license to use, print, and distribute internally via non-public platforms, the
<br />Program Documentation during the Term solely for Customer's internal business purposes in connection
<br />with its use of the Services.
<br />
<br />3. Professional Services. “Professional Services” shall mean consulting, training services purchased by Customer
<br />in an applicable Ordering Document or NEOGOV Scope of Work (SOW) relating to assistance, training,
<br />deployment, usage, customizations, accessory data processing, and best practices of and concerning the SaaS
<br />Applications. NEOGOV shall provide the Professional Services purchased in the applicable Order Form or SOW,
<br />as the case may be. Professional Services may be ordered by Customer pursuant to a SOW and Service
<br />Specifications describing the work to be performed, fees, and any applicable milestones, dependencies, and
<br />other technical specifications or related information. Order Forms or SOWs must be signed by both parties
<br />before NEOGOV shall commence work. If the parties do not execute a separate Statement of Work, the Services
<br />shall be provided as stated on the Order Form and this Agreement and documents incorporated herein shall
<br />control.
<br />
<br />4. Payment Terms. Unless otherwise stated in an Ordering Document, Customer shall pay all Subscription fees
<br />(“Subscription Fees”) and Professional Service fees (“Professional Service Fees”, collectively the “Fees”) within
<br />thirty (30) days of Customer’s receipt of NEOGOV’s invoice. Fees shall be invoiced annually in advance and in a
<br />single invoice for each Term. Invoices shall be delivered to the stated “Bill To” party on the Ordering Document.
<br />Unless explicitly provided otherwise, once placed the Ordering Document is non-cancellable and sums paid
<br />nonrefundable. Subscription Fees are based upon the Customer’s employee count. Customer shall not exceed
<br />the employee amount its Subscription Fees are based off of unless applicable supplemental Subscription Fees
<br />are paid. The Term for the Services is a continuous and non-divisible commitment for the full duration regardless
<br />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
<br />is not contingent on performance of any other Service or delivery of any other Service. If Customer issues a
<br />purchase order, then it shall be for the full amount set forth in the applicable NEOGOV invoice or Ordering
<br />Document. Failure to provide NEOGOV with a corresponding purchase order shall not relieve Customer of its
<br />payment obligations. Except as otherwise specifically stated in the Ordering Document, NEOGOV may change
<br />the charges for the Services with effect from the start of each Renewal Term by giving Customer at least thirty
<br />(30) day notice prior to commencement of a Renewal Term. Customer will pay all taxes, duties and levies
<br />imposed by all federal, state, and local authorities (including, without limitation, export, sales, use, excise, and
<br />value-added taxes) based on the transactions or payments under this Agreement, except those taxes imposed or
<br />based on NEOGOV’s net income or those exempt by applicable state law. Customer shall provide NEOGOV with
<br />a certificate or other evidence of such exemption with ten (10) days of NEOGOV’s request therefor.
<br />
<br />5. Term and Termination.
<br />
<br />a) Term. Unless otherwise specified in an applicable Ordering Document, this Agreement shall commence on
<br />the Effective Date. This Agreement shall remain in effect until all SaaS Subscriptions have expired and/or
<br />both parties have achieved full performance of Professional Services or other services detailed in a SOW,
<br />unless it is terminated earlier in accordance with this Agreement.
<br />
<br />b) Termination for Cause; Effect of Termination. Either Party may terminate this Agreement immediately if the
<br />other is in material breach of this Agreement and such breach is not cured within thirty (30) days following
<br />non-breaching party’s written specification of the breach. NEOGOV may suspend the Services or terminate
<br />this Agreement immediately in the event the Services or Customer’s use of the Services provided hereunder
<br />become illegal or contrary to any applicable law, rule, regulation, or public policy. Upon expiration or any
<br />termination of this Agreement, Customer shall cease all use and refrain from all further use of the Services
<br />and other NEOGOV intellectual property. Additionally, Customer shall be obligated to pay, as of the
<br />effective date of such expiration or termination, all amounts due and unpaid to NEOGOV under this
<br />Agreement. Unless otherwise specified, after expiration or termination of this Agreement NEOGOV may
<br />remove Customer Data from NEOGOV Services and without Customer consent or notice.
<br />
<br />6. Service Specifications. “Service Specifications” means Program Documentation, Service Schedules, Security
<br />Statements, and Service Level Warranties if applicable. The Service Specifications describe and govern the
<br />Services and are incorporated herein by reference. Online Service Specifications may be made available at
<br />https://www.neogov.com/service-specifications or provided upon Customer request. Excluding Service
<br />Schedules, NEOGOV may update the Service Specifications to reflect changes in, among other things, laws,
<br />DocuSign Envelope ID: F4A6FA52-A5F7-4BE8-B437-84F27FE4FB12
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