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<br />acknowledge that NEOGOV does not have a direct relationship with Customer employees and that
<br />Customer is responsible for all contact, questions, Customer Data updates and collection, with Customer
<br />employees.
<br />
<br />13. Customer Compliance. Customer shall be responsible for ensuring that Customer’s use of the Services and the
<br />performance of Customer’s other obligations hereunder comply with all applicable rules, regulations, laws,
<br />codes, and ordinances. Customer is responsible for Customer's information technology infrastructure, including
<br />computers, software, databases, electronic systems (including database management systems), and networks,
<br />whether operated directly by Customer or through the use of third-party services equipment and facilities
<br />required to access the Services. All users of the Services are obligated to abide by the Terms of Use available at
<br />https://www.neogov.com/terms-of-use. Customer shall be responsible for procuring all licenses of third-party
<br />software necessary for Customer’s use of the Services. Customer is responsible and liable for all uses of the
<br />Services, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement.
<br />
<br />14. Indemnification.
<br />
<br />a) Indemnity. Subject to subsections (b) through (d) of this Section, if a third party makes a claim against
<br />Customer that any NEOGOV intellectual property furnished by NEOGOV and used by Customer infringes a
<br />third party’s intellectual property rights, NEOGOV will defend the Customer against the claim and indemnify
<br />the Customer from the damages and liabilities awarded by the court to the third-party claiming infringement
<br />or the settlement agreed to by NEOGOV, if Customer does the following:
<br />
<br />i) Notifies NEOGOV promptly in writing, not later than thirty (30) days after Customer receives notice of
<br />the claim (or sooner if required by applicable law);
<br />ii) Gives NEOGOV sole control of the defense and any settlement negotiations; and
<br />iii) Gives NEOGOV the information, authority, and assistance NEOGOV needs to defend against or settle
<br />the claim.
<br />
<br />b) Alternative Resolution. If NEOGOV believes or it is determined that any of the Services may have violated a
<br />third party’s intellectual property rights, NEOGOV may choose to either modify the Services to be non-
<br />infringing or obtain a license to allow for continued use. If these alternatives are not commercially
<br />reasonable, NEOGOV may end the subscription or license for the Services and refund a pro-rata portion of
<br />any fees covering the whole months that would have remained, absent such early termination, following the
<br />effective date of such early termination.
<br />
<br />c) No Duty to Indemnify. NEOGOV will not indemnify Customer if Customer alters the Service or Service
<br />Specifications, or uses it outside the scope of use or if Customer uses a version of the Service or Service
<br />Specifications which has been superseded, if the infringement claim could have been avoided by using an
<br />unaltered current version of the Services or Service Specifications which was provided to Customer, or if the
<br />Customer continues to use the infringing material after the subscription expires. NEOGOV will not indemnify
<br />the Customer to the extent that an infringement claim is based upon any information, design, specification,
<br />instruction, software, data, or material not furnished by NEOGOV. NEOGOV will not indemnify Customer for
<br />any portion of an infringement claim that is based upon the combination of Service or Service Specifications
<br />with any products or services not provided by NEOGOV. NEOGOV will not indemnify Customer for
<br />infringement caused by Customer’s actions against any third party if the Services as delivered to Customer
<br />and used in accordance with the terms of the Agreement would not otherwise infringe any third-party
<br />intellectual property rights.
<br />
<br />d) Exclusive Remedy. This Section provides the exclusive remedy for any intellectual property infringement
<br />claims or damages against NEOGOV.
<br />
<br />15. Limitations of Liability.
<br />
<br />a) EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO
<br />EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR
<br />ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF
<br />CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a)
<br />LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b)
<br />IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES; (c) LOSS,
<br />DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY;
<br />(d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL, LOSS OF BUSINESS
<br />OPPORTUNITY OR PROFIT, OR LOSS OF REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL,
<br />DocuSign Envelope ID: F4A6FA52-A5F7-4BE8-B437-84F27FE4FB12
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