|
<br /> 5
<br />interests, each party hereby covenants and agrees that it shall regard and treat each item of information or data
<br />constituting Confidential Information of the other party as strictly confidential and wholly owned by such other
<br />party and that it will not, (x) without the express prior written consent of the other party, (y) except as permitted or
<br />authorized herein or, (z) except as required by law including the Public Records Act of the Customer’s State,
<br />redistribute, market, publish, disclose, or divulge to any other person, firm or entity, or use or modify for use,
<br />directly or indirectly in any way for any person or entity: (i) any of the other party’s Confidential Information during
<br />the Term and for a period of three (3) years thereafter or, if later, from the last date Services (including any
<br />warranty work) are performed by the disclosing party hereunder; and (ii) any of the other party’s trade secrets at
<br />any time during which such information shall constitute a trade secret under applicable law. In association with
<br />NEOGOV’s concern for the protection of trade secrets, Confidential Information, and fair market competition,
<br />Customer acknowledges all photos, “screen captures”, videos, or related media of NEOGOV products, pages,
<br />and related documentation shall be approved by NEOGOV prior to any publicly accessible disclosure of such
<br />media.
<br />
<br />12. Representations, Warranties, and Disclaimers.
<br />
<br />a) Service Performance Warranty. NEOGOV warrants that it provides the Services using a commercially
<br />reasonable level of care and skill. THE FOREGOING WARRANTY DOES NOT APPLY, AND NEOGOV
<br />STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.
<br />
<br />b) No Other Warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS WARRANTY
<br />SECTION, THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, AND CUSTOMER’S USE OF THE
<br />SERVICES IS AT ITS OWN RISK. NEOGOV DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND
<br />ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO,
<br />WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
<br />NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING,
<br />USAGE, OR TRADE PRACTICE. NEOGOV DOES NOT WARRANT THAT THE SERVICES WILL BE
<br />UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ANY ERROR WILL BE
<br />CORRECTED.
<br />
<br />c) Disclaimer of Actions Caused by and/or Under the Control of Third Parties. NEOGOV DOES NOT AND
<br />CANNOT CONTROL THE FLOW OF DATA TO OR FROM THE NEOGOV SYSTEM AND OTHER
<br />PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE
<br />OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS
<br />OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT CUSTOMER’S CONNECTIONS
<br />TO THE INTERNET (OR PORTIONS THEREOF). ALTHOUGH NEOGOV WILL USE COMMERCIALLY
<br />REASONABLE EFFORTS TO TAKE ALL ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID
<br />SUCH EVENTS, NEOGOV CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR.
<br />ACCORDINGLY, NEOGOV DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO
<br />SUCH EVENTS.
<br />
<br />d) Services Do Not Constitute Advice or Credit Reporting. NEOGOV does not provide its customers with legal
<br />advice regarding compliance, data privacy, or other relevant applicable laws in the jurisdictions in which you
<br />use the Services. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES PROVIDED HEREUNDER
<br />ARE NOT INTENDED TO BE AND WILL NOT BE RELIED UPON BY YOU AS EITHER LEGAL,
<br />FINANCIAL, INSURANCE, OR TAX ADVICE. TO THE EXTENT YOU REQUIRE ANY SUCH ADVICE, YOU
<br />REPRESENT THAT YOU WILL SEEK SUCH ADVICE FROM QUALIFIED LEGAL, FINANCIAL,
<br />INSURANCE, ACCOUNTING, OR OTHER PROFESSIONALS. YOU SHOULD REVIEW APPLICABLE LAW
<br />IN ALL JURISDICTIONS WHERE YOU OPERATE AND HAVE EMPLOYEES AND CONSULT
<br />EXPERIENCED COUNSEL FOR LEGAL ADVICE. YOU ACKNOWLEDGE THAT NEOGOV IS NOT A
<br />"CONSUMER REPORTING AGENCY" AS THAT TERM IS DEFINED IN THE FAIR CREDIT REPORTING
<br />ACT AS AMENDED.
<br />
<br />e) Configurable Services. The Services can be used in ways that do not comply with applicable laws and it is
<br />Customer’s sole responsibility to monitor the use of the Services to ensure that such use complies with and
<br />is in accordance with applicable law. In no event shall NEOGOV be responsible or liable for Customer failure
<br />to comply with applicable law in connection with your use of the Services. NEOGOV is not responsible for
<br />any harm caused by users who were not authorized to have access to the Services but who were able to
<br />gain access because usernames, passwords, or accounts were not terminated on a timely basis by
<br />Customer. Customer acknowledges that NEOGOV exercises no control over specific human resource
<br />practices implemented using the Service or Customer’s decisions as to employment, promotion, termination,
<br />or compensation of any personnel or Authorized User of the Services. Customer further agrees and
<br />DocuSign Envelope ID: F4A6FA52-A5F7-4BE8-B437-84F27FE4FB12
|