Neogov Services Agreement

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NEOGOV SERVICES AGREEMENT 
 
V020121 
 
You agree that by placing an order through a NEOGOV standard ordering document (the “Order” or  “Ordering 
Document”) you agree to follow and be bound by the terms and conditions set forth herein. “Governmentjobs.com”, 
“NEOGOV”, “we”, and “our” means Governmentjobs.com, Inc.(dba “NEOGOV”) and, where applicable, its affiliates; 
“Customer”, “you”, “your” means the Governmentjobs.com client, customer, or subscriber identified in the Ordering 
Document.  
 
If you are placing such an Order on behalf of a legal entity, you represent that you have the authority to bind such entity 
to the terms and conditions of the Ordering Document and these terms and, in such event, “you” and “your” as used in 
these agreement terms shall refer to such entity. “Agreement” shall be used to collectively refer to this NEOGOV 
Services Agreement (the “Services Agreement”), documents incorporated herein including the applicable Ordering 
Document and Schedule(s), and Special Conditions (if any).  
 
1. 
Provision of Services. Subject to the terms of this Agreement NEOGOV hereby agrees to provide Customer with 
access to its SaaS Applications and Professional Services (each defined below) included or ordered by Customer 
in the applicable Ordering Document (collectively referred to as the “Services”). Customer hereby acknowledges 
and agrees that NEOGOV’s provision and performance of, and Customer’s access to, the Services is dependent 
and conditioned upon Customer’s full performance of its duties, obligations and responsibilities hereunder. This 
Agreement entered into as of the date of your signature on an applicable Ordering Document or use of the Services 
commences (the “Effective Date”). The Agreement supersedes any prior and contemporaneous discussions, 
agreements or representations and warranties. 
 
2. 
SaaS Subscription.  
 
a) 
Subscription Grant. “SaaS Applications” means each proprietary NEOGOV web-based software-as-a-service 
application that may be set forth on an Order and subsequently made available by NEOGOV to Customer, 
and associated components as described in the Service Specifications made available to Customer by 
NEOGOV. Subject to and conditioned on Customer's and its Authorized Users' compliance with the terms and 
conditions of this Agreement, NEOGOV hereby grants to Customer a limited, non-exclusive, non-transferable, 
and non-sublicensable right to (a) access and use, and to permit Authorized Users to access and use, the 
SaaS Applications specified in the Order solely for Customer’s internal, non-commercial purposes; (b) 
generate, print, and download Customer Data as may result from any access to or use of the SaaS 
Applications; and (c) train Authorized Users in uses of the SaaS Applications permitted hereunder (these rights 
shall collectively be referred to as the “SaaS Subscription”) . “Authorized Users” means (i) Customer 
employees, agents, contractors, consultants who are authorized by Customer to access and use the Services 
under the rights granted to Customer pursuant to this Services Agreement and (ii) for whom access to the 
Services has been purchased hereunder. You may not access the SaaS Applications if you are a direct 
competitor of NEOGOV or its affiliates. In addition, you may not access the SaaS Applications for purposes 
of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive 
purposes. 
 
b) 
Delivery and Subscription Term. NEOGOV delivers each SaaS Application by providing Customer with online 
access. When you access NEOGOV SaaS Applications, you are accepting it for use in accordance with this 
Agreement. Unless otherwise specified in an applicable Ordering Document, SaaS Subscriptions shall 
commence on the Effective Date and remain in effect for twelve (12) consecutive months, unless terminated 
earlier in accordance with this Agreement (the “Initial Term”). Thereafter, SaaS Subscriptions shall 
automatically renew for successive twelve (12) month terms (each a “Renewal Term” and together with the 
Initial Term, collectively, the “Term”) unless a party delivers to the other party, at least thirty (30) days prior to 
the expiration of the Initial Term or the applicable Renewal Term, written notice of such party’s intention to not 
renew this Agreement, or unless terminated earlier in accordance with this Agreement. NEOGOV shall provide 
Customer access to the SaaS Applications within a reasonable time following the Effective Date unless 
otherwise agreed. 
 
c) 
Content and Program Documentation. Should Customer purchase access to SaaS Applications containing 
audio-visual content (“Licensed Content”), NEOGOV grants to Customer a non-exclusive, non-transferable, 
and non-sublicensable license, during the applicable Term, for Authorized Users to access and view the 
Licensed Content within the SaaS Application. Customer shall not permit the Licensed Content to be, or 
appear to be, reproduced, performed, displayed, or distributed on, as part of or in connection with any website 
or other online area other than the SaaS Application. Customer shall not edit, alter, modify, combine with other

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

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rules, technology, industry practices, patterns of system use, Updates and Upgrades, and availability of third-party 
services.  
 
7. 
Maintenance; Modifications; Support Services.   
 
a) 
Maintenance, Updates, Upgrades. NEOGOV maintains NEOGOV’s hardware and software infrastructure for 
the Services and is responsible for maintaining the NEOGOV server operation and NEOGOV database 
security. NEOGOV may in its sole discretion, periodically modify, Update, and Upgrade the features, 
components, and functionality of the Services during the Term.  “Update” means any update, bug fix, patch or 
correction of the Services or underlying NEOGOV software that NEOGOV makes generally available to its 
customers of the same module, excluding Upgrades. Updates are automatic and available upon Customer’s 
next login to the Services following an Update at no additional cost to Customer. “Upgrade” means any update 
of the Services or underlying NEOGOV software such as platform updates, and major product enhancements 
and/or new features that NEOGOV makes commercially available. NEOGOV shall have no obligation to 
provide Upgrades to customers and retains the right to offer Upgrades free of cost or on a per customer basis 
at additional cost. NEOGOV shall have no liability for, or any obligations to, investments in, or modifications 
to Customer’s hardware, systems or other software which may be necessary to use or access the Services 
due to a modification, Update, or Upgrade of the Services.  
 
b) 
Training Materials; Support. Primary training of NEOGOV Services is conducted by self-review of online 
materials. NEOGOV’s pre-built, online training consists of a series of tutorials to introduce the standard 
features and functions (the “Training Materials”). The Training Materials may be used as reference material 
by Customer Personnel conducting day-to-day activities.  
 
c) 
Implementation. For Services requiring implementation, NEOGOV implementation supplements the Training 
Materials and is conducted off-site unless otherwise agreed in the Ordering Document.  NEOGOV personnel 
will provide consultation on best practices for setting up the Services, answer Customer questions during the 
implementation period, and ensure Authorized User Admins grasp the system.  
 
d) 
Support. Phone support for the Services is available to Customer Monday through Friday, excluding NEOGOV 
holidays. Online support for the Services is available 24 hours a day, seven days a week. The length of time 
for a resolution of any problem is dependent on the type of case.   
 
e) 
Limitations. Unless otherwise specified in the Ordering Document, this Agreement does not obligate NEOGOV 
to render any maintenance or support services that are not expressly provided herein, including, but not limited 
to data uploads, manual data entry, migration services, data conversion, refinement, purification, reformatting, 
SQL dump, or process consultation. 
 
8. 
NEOGOV Intellectual Property. NEOGOV shall exclusively own all right, title and interest in and to all pre-existing 
and future intellectual property developed or delivered by NEOGOV including all Services, products, systems, 
software (including any source code or object code) or Service Specifications related thereto, Updates or 
Upgrades, trademarks, service marks, logos and other distinctive brand features of NEOGOV and all proprietary 
rights embodied therein (collectively, the “NEOGOV Intellectual Property”). This Agreement does not convey or 
transfer title or ownership of the NEOGOV Intellectual Property to Customer or any of its users. All rights not 
expressly granted herein are reserved by NEOGOV. Other than recommendation use or as required by law, all 
use of NEOGOV Trademarks must be pre-approved by NEOGOV prior to use. Trademarks shall include any word, 
name, symbol, color, designation or device, or any combination thereof that functions as a source identifier, 
including any trademark, trade dress, service mark, trade name, logo, design mark, or domain name, whether or 
not registered. 
 
9. 
Data Processing and Privacy. 
 
a) 
Customer & Platform Data. “Customer Data” shall mean all data that is owned or developed by Customer, 
whether provided to NEOGOV by Customer or provided by a third party to NEOGOV in connection with 
NEOGOV’s provision of Services to Customer, including Personnel or Job Seeker Profile Data collected, 
loaded into, or located in Customer data files maintained by NEOGOV. NEOGOV intellectual property, 
including but not limited to the Services and all derivative works thereof, NEOGOV Confidential Information, 
and Platform Data do not fall within the meaning of the term “Customer Data”. Customer exclusively own all 
right, title, and interest in and to all Customer Data. Customer grants NEOGOV a license to host, use, process, 
display, create non-personal derivative works of, and transmit Customer Data to provide the Services. 
“Platform Data” shall mean any data reflecting the access or use of the Services by or on behalf of Customer 
or any user, including statistical or other analysis and performance information related to the provision and

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

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

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

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b) 
CAP ON MONETARY LIABILITY. WITHOUT LIMITATION OF THE PREVIOUS SECTION, EXCEPT FOR 
DAMAGES ARISING OUT OF LIABILITY WHICH CANNOT BE LAWFULLY EXCLUDED OR LIMITED, 
CUSTOMER’S OBLIGATIONS TO MAKE PAYMENT UNDER THIS AGREEMENT, OR LIABILITY FOR 
INFRINGEMENT OR MISAPPROPRIATION OF NEOGOV INTELLECTUAL PROPERTY RIGHTS, THE 
TOTAL LIABILITY OF EITHER PARTY FOR ANY AND ALL CLAIMS AGAINST THE OTHER PARTY UNDER 
THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT 
(INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, 
SHALL NOT EXCEED THE AMOUNT OF ALL PAYMENTS ACTUALLY RECEIVED BY NEOGOV FROM 
CUSTOMER DURING THE RELEVANT YEAR OF THIS AGREEMENT DURING WHICH THE CAUSE OF 
ACTION AROSE. THE FOREGOING LIMITATION OF LIABILITY IS CUMULATIVE WITH ALL PAYMENTS 
FOR CLAIMS OR DAMAGES IN CONNECTION WITH THIS AGREEMENT BEING AGGREGATED TO 
DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT 
ENLARGE THE LIMIT.  THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS LIMITATION OF 
LIABILITY IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND 
SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED 
REMEDY.  EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN 
INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND 
UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT AND HAS BEEN TAKEN INTO 
ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY 
UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS 
AGREEMENT. 
 
16. E-Signatures.  
 
a) 
E-Signature Provisioning & Consent. NEOGOV E-Forms and other electronically signed services (“E-
Signatures”) are provided by NEOGOV for two counterparties (generally a government employer (the “sending 
party”) subscribing to NEOGOV Services and Personnel or Job Seekers) to electronically sign documents. If 
you use E-Signatures offered by NEOGOV, you agree to the statements set forth in this Section. Whenever 
you sign a document using E-Signatures you affirmatively consent to using electronic signatures via the E-
Signatures and consent to conducting electronic business transactions. You also confirm that you are able to 
access the E-Signatures and the document you are signing electronically. When using E-Signatures for a 
document, your consent applies only to the matter(s) covered by that particular document. 
 
b) 
Right to Opt-Out of E-Signatures. You are not required to use E-Signatures or accept electronic documents 
provided thereby. Personnel and Job Seekers can choose to not use E-Signatures and may sign the document 
manually instead by notifying the sending party they are choosing to do so and by obtaining a non-electronic 
copy of the document. NEOOGV assumes no responsibility for providing non-electronic documents. In the 
event a non-sending party elects to sign the document manually, do not use E-Signatures to sign the 
document. 
 
c) 
Electronic Download. If you have signed a document electronically using E-Signatures and transmitted it back 
to the sending party, NEOGOV provides the opportunity to download and print a paper copy of the document 
at no charge. If you later withdrawn your consent to using E-Signatures, please notify the sending party and 
stop using E-Signatures. Note that the decision to stop using E-Signatures after you have already used it does 
not change the legality of the documents you have previously signed using an electronic signature. 
 
d) 
E-Signature Validity. PLEASE NOTE THAT NEOGOV’S STATEMENTS CONTAINED HEREIN OR 
ELSEWHERE CONCERNING THE VALIDITY OF ELECTRONIC DOCUMENTS AND/OR THE SIGNATURE 
LINES OF DOCUMENTS THAT ARE ELECTRONICALLY SIGNED ARE FOR INFORMATIONAL 
PURPOSES ONLY; THEY SHOULD NOT BE CONSTRUED AS LEGAL ADVICE. UNDER FEDERAL AND 
STATE LAWS GOVERNING ELECTRONIC SIGNATURES, ELECTRONIC SIGNATURES ON CERTAIN 
TYPES OF AGREEMENTS ARE NOT ENFORCEABLE. NEOGOV HEREBY DISCLAIMS ANY 
RESPONSIBILITY FOR ENSURING THAT DOCUMENTS ELECTRONICALLY SIGNED THROUGH E-
SIGNATURE’S ARE VALID OR ENFORCEABLE UNDER THE LAWS OF THE UNITED STATES OF 
AMERICA, ANY PARTICULAR STATE, OR ANY OTHER LEGAL JURISDICTION. YOU SHOULD CONSULT 
WITH LEGAL COUNSEL CONCERNING THE VALIDITY OR ENFORCEABILITY OF ANY DOCUMENT YOU 
MAY SIGN ELECTRONICALLY USING NEOGOV’S E-SIGNATURE’S. 
 
17. Text Message Communications. NEOGOV may offer Job Seekers and Personnel the opportunity to receive text 
messages regarding job application or hiring process reminders, applicant status updates, or other human resource 
related notices. Since these text message services depend on the functionality of third-party providers, there may

8
be technical delays on the part of those providers. NEOGOV may make commercially reasonable efforts to provide 
alerts in a timely manner with accurate information, but cannot guarantee the delivery, timeliness, or accuracy of 
the content of any alert. NEOGOV shall not be liable for any delays, failure to deliver, or misdirected delivery of 
any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in 
reliance on an alert. NEOGOV cannot vouch for the technical capabilities of any third parties to receive such text 
messages. NEOGOV MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, 
STATUTORY, OR IMPLIED AS TO: (i) THE AVAILABILITY OF TELECOMMUNICATION SERVICES; (ii) ANY 
LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND (iii) 
ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, 
COMMUNICATIONS, OR SETTINGS CONNECTED WITH THE SERVICES. 
 
18. Cooperative Agreement. As permitted by law, it is understood and agreed by Customer and NEOGOV that any (i) 
federal, state, local, tribal, or other municipal government (including all administrative agencies, departments, and 
offices thereof); (ii) any business enterprise in which a federal, state, local, tribal or other municipal entity has a 
full, majority, or other controlling interest; and/or (iii) any public school (including without limitation K-12 schools, 
colleges, universities, and vocational schools) (collectively referred to as the “New Entity”) may purchase the 
Services specified herein in accordance with the terms and conditions of this Agreement.  It is also understood 
and agreed that each New Entity will establish its own contract with NEOGOV, be invoiced therefrom and make 
its own payments to NEOGOV in accordance with the terms of the contract established between the New Entity 
and NEOGOV. With respect to any purchases by a New Entity pursuant to this Section, Customer: (i) shall not be 
construed as a dealer, re-marketer, representative, partner or agent of any type of NEOGOV, or such New Entity; 
(ii) shall not be obligated, liable or responsible for any order made by New Entities or any employee thereof under 
the agreement or for any payment required to be made with respect to such order; and (iii) shall not be obliged, 
liable or responsible for any failure by any New Entity to comply with procedures or requirements of applicable law 
or to obtain the due authorization and approval necessary to purchase under the agreement. Termination of this 
Agreement shall in no way limit NEOGOV from soliciting, entering into, or continuing a contractual relationship with 
any New Entity. 
 
19. Publicity. Each party hereto may advertise, disclose, and publish its relationship with the other party under this 
Agreement.   
 
20. Force Majeure. NEOGOV shall not be liable for any damages, costs, expenses or other consequences incurred 
by Customer or by any other person or entity as a result of delay in or inability to deliver any Services due to 
circumstances or events beyond NEOGOV’s reasonable control, including, without limitation:  (a) acts of God; (b) 
changes in or in the interpretation of any law, rule, regulation or ordinance; (c) strikes, lockouts or other labor 
problems; (d) transportation delays; (e) unavailability of supplies or materials; (f) fire or explosion; (g) riot, military 
action or usurped power; or (h) actions or failures to act on the part of a governmental authority. 
 
21. Independent Contractor; Third Party Agreements. The relationship of the parties shall be deemed to be that of an 
independent contractor and nothing contained herein shall be deemed to constitute a partnership between or a 
joint venture by the parties hereto or constitute either party the employee or agent of the other. Customer 
acknowledges that nothing in this Agreement gives Customer the right to bind or commit NEOGOV to any 
agreements with any third parties.  This Agreement is not for the benefit of any third party and shall not be deemed 
to give any right or remedy to any such party whether referred to herein or not. 
 
22. Entire Agreement; Amendment. This Services Agreement and documents incorporated herein, the applicable 
Ordering Document, and Special Conditions (if any) constitute the entire agreement between the parties with 
respect to the subject matter hereof and supersede all prior or contemporaneous oral and written statements of 
any kind whatsoever made by the parties with respect to such subject matter. “Special Conditions” means 
individually negotiated variations, amendments and/or additions to this Service Agreement of which are either 
drafted, or incorporated by reference, into the Ordering Document. Any Customer proposal for additional or 
different terms, or Customer attempt to vary in any degree any of the terms of this Agreement is hereby objected 
to and rejected but such proposal shall not operate as a rejection of this Service Agreement and Ordering 
Document unless such variances are in the terms of the description, quantity, or price but shall be deemed a 
material alteration thereof, and this Service Agreement and the applicable Ordering Document shall be deemed 
accepted by the Customer without said additional or different terms. It is expressly agreed that the terms of this 
Agreement and any NEOGOV Ordering Document shall supersede the terms in any non-NEOGOV purchase order 
or other ordering document. Notwithstanding the foregoing, any conflict of terms shall be resolved by giving priority 
in accordance with the following order: 1) Special Conditions (if any), 2) NEOGOV Ordering Document, 3) the 
NEOGOV Services Agreement and incorporated documents, 4) Customer terms and conditions (if any). This 
Agreement supersedes the terms and conditions of any clickthrough agreement associated with the Services. This

9
Agreement may not be modified or amended (and no rights hereunder may be waived) except through a written 
instrument signed by the party to be bound. 
 
23. General. This Agreement shall be governed by and construed in accordance with the laws of Customer’s State, 
without giving effect to conflict of law rules.  If any provision of this Agreement is held to be illegal or unenforceable, 
such provision shall be limited or eliminated to the minimum extent necessary so that the remainder of this 
Agreement will continue in full force and effect. Provisions that survive termination or expiration are those relating 
to limitation of liability, payment, and others which by their nature are intended to survive. All notices or other 
communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given 
either when personally delivered, one (1) business day following delivery by recognized overnight courier or 
electronic mail, or three (3) business days following deposit in the U.S. mail, registered or certified, postage 
prepaid, return receipt requested.  All such communications shall be sent to (i) Customer at the address set forth 
in the Ordering Document and (ii) NEOGOV at 300 Continental Blvd., Suite 565, El Segundo, CA 90245. The 
waiver, express or implied, by either party of any breach of this Agreement by the other party will not waive any 
subsequent breach by such party of the same or a different kind. This Agreement may be executed in two or more 
counterparts, each of which will be deemed an original, but all of which taken together shall constitute one and the 
same instrument. Delivery of a copy of this Agreement bearing an original signature by facsimile transmission, by 
electronic mail or by any other electronic means will have the same effect as physical delivery of the paper 
document bearing the original signature. Each party represents and warrants to the other party that (i) it has full 
power and authority under all relevant laws and regulations and is duly authorized to enter into this Agreement; 
and (ii) to its knowledge, the execution, delivery and performance of this Agreement by such party does not conflict 
with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, 
nor violate any law or regulation of any court, governmental body or administrative or other agency having 
jurisdiction over it. Customer may not assign this Agreement without the express written approval of NEOGOV and 
any attempt at assignment in violation of this Section shall be null and void. The parties intend this Agreement to 
be construed without regard to any presumption or rule requiring construction or interpretation against the party 
drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and 
appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth 
verbatim herein.