|
<br /> 4
<br />provision and operation of the Services including any end user visit, session, impression, clickthrough or
<br />click stream data, as well as log, device, transaction data. or other analysis, information, or data based on or
<br />derived from any of the foregoing. NEOGOV shall exclusively own all right, title and interest in and to all
<br />Platform Data. NEOGOV grants to Customer a limited, non-perpetual, non-exclusive, non-transferable, and
<br />non-sublicensable license during the Term to use and access, and to permit Authorized Users to use and
<br />access, Platform Data of which NEOGOV makes available through the SaaS Applications solely for
<br />Customer’s internal purposes. Customer acknowledges NEOGOV may compile Platform based on
<br />Customer Data input into the Services. Customer agrees that NEOGOV may (i) make Platform Data publicly
<br />available in compliance with applicable law, and (ii) use Platform Data to the extent and in the manner
<br />permitted under applicable law.
<br />
<br />b) Privacy Policy; Data Processing Agreement. NEOGOV shall process all data in accord with the NEOGOV
<br />Privacy Policy available at https://www.neogov.com/privacy-policy. The defined terms in the Privacy Policy
<br />shall have the same meaning in this Agreement unless otherwise specified herein. To the extent Customer
<br />uses the Services to target and collect personal information form users located in the European Union,
<br />European Economic Area, or Switzerland (the “EU”), or has Authorized Users accessing the Services from
<br />the EU, the NEOGOV Data Processing Addendum ("DPA") available at https://www.neogov.com/service-
<br />specifications is incorporated herein by reference.
<br />
<br />c) Data Responsibilities. Customer is solely responsible for the development, content, operation, maintenance,
<br />and use of Customer Data. NEOGOV will have no responsibility or liability for the accuracy of the Customer
<br />Data prior to receipt of such data into the Services. Customer shall be solely responsible for and shall
<br />comply with all applicable laws and regulations relating to (i) the accuracy and completeness of all
<br />information input, submitted, or uploaded to the Services, (ii) the privacy of users of the Services, including,
<br />without limitation, providing appropriate notices to and obtaining appropriate consents from any individuals
<br />to whom Customer Data relates; and (iii) the collection, use, modification, alteration, extraction, retention,
<br />copying, external storage, disclosure, transfer, disposal, and other processing of any Customer Data.
<br />NEOGOV is not responsible for lost data caused by the action or inaction of Customer or Authorized Users.
<br />Unless vital to provide the Services or otherwise mutually agreed in writing, Customer shall not maintain any
<br />financial, health, payment card, or similarly sensitive data that imposes specific data security or data
<br />protection obligations within the Services.
<br />
<br />d) Breach Notice. In the event of a data or security breach, as defined by applicable law, by anyone other than
<br />your employee, contractor, or agent, upon discovery of such breach, NEOGOV will initiate remedial actions
<br />and notify Customer of the breach as required by and in compliance with applicable law. NEOGOV’s
<br />notification of, or response to, a data breach under this Section will not be construed as an
<br />acknowledgement by NEOGOV of any fault or liability with respect to the breach. In the event of a security
<br />breach, as defined by applicable law, by your Personnel, Authorized, or unauthorized user, contractor or
<br />agent, you shall have sole responsibility for initiating remedial actions and you shall notify NEOGOV of the
<br />breach and steps you will take to remedy the breach as soon as possible. Customer is solely responsible for
<br />complying with data breach notification laws applicable to the Customer and fulfilling any third-party
<br />notification obligations related to any data breach(es).
<br />
<br />10. Subcontractors; Third Party Products. NEOGOV may from time to time in its discretion engage third parties to
<br />perform Services (each, a “Subcontractor”). ”Third-Party Products” means any products, content, services,
<br />information, websites, or other materials that are owned by third parties and are incorporated into or accessible
<br />through the Services. The Services may permit access to Third-Party Products. For purposes of this Services
<br />Agreement, such Third-Party Products are subject to their own terms and conditions presented to you for
<br />acceptance by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-
<br />Party Products, then you should not install, access, or use such Third-Party Products. NEOGOV cannot
<br />guarantee the continued availability of such Third-Party Products and may cease providing them without entitling
<br />Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a
<br />Third-Party Product ceases to make the third-party application available for interoperation with the corresponding
<br />NEOGOV Service in a manner acceptable to NEOGOV.
<br />
<br />11. Nondisclosure. Through exercise of each party’s rights under this Agreement, each party may be exposed to the
<br />other party’s technical, financial, business, marketing, planning, and other information and data in written, oral,
<br />electronic, magnetic, photographic, and/or other forms, including, but not limited to (a) oral and written
<br />communications of one party with the officers and staff of the other party which are marked or identified as
<br />confidential or secret or similarly marked or identified, (b) other communications which a reasonable person
<br />would recognize from the surrounding facts and circumstances to be confidential or secret, and (c) trade secrets
<br />(collectively, “Confidential Information”). In recognition of the other party’s need to protect its legitimate business
<br />DocuSign Envelope ID: F4A6FA52-A5F7-4BE8-B437-84F27FE4FB12
|