Software Renewal Agreement - Kronos, Inc.

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10.4 PLATINUM AND PLUS SERVICE OFFERINGS, Platinum: In addition to the Service Offerings specified for the Gold Service Offering above, tihe Service Coverage Perlad for the Platinum Service Offering Is 24 hours a day, seven days a week, 30 days a year. Plus option: In addition to the Service Offerings specified for the Gold Service Offering above, Customers purchasing the Plus option shall receive the services of a dedicated, but not exclusive, Krorws Technical Account Manager ("TAM") for one production Instance of the Software. Customers purchasing the Gold -Plus option shall designate up to one primary and one secondary backup technical contacts (" Technical Contacts') to be the We contacts with the TAM, while Customers purdming the Ptallnum-Plus option shall designate up to two primary and three secondary backup Technical Contacts. Upon request, Customer may designate odditional andlor backup Technical Contacts. Customer is required to place all primary Technical Contacts through Kronos product training for the Software covered under this Section B at Customer's expense. Customers purchasing the Platinum -Plus option shaft also receive a one day per year visit to be performed at the Customer location Where the Software Is installed. Durng fhfs onsite visit. loons shaft work with Customer to Identify ways to help Customer Increase functionality or maximize utilization of the Software Jn Cuslorne s; specific environment. Customer must be utilIzing the then -current verston of the 5ofware. 10.5 PAYMENT Customer sthatl pay aruwal support charges for the InU term In accordance with the payment terms on lire Order Form and for any renewal term upon receipt of invoice. Customer shall pay additional suppalt doges. if any, and time and material charges upon receipt of invoice 10.6 ADDITION OF SOFTWARE Additional Software purchased by Customer as per the ordering procedure set out In the agreement during the initial or any renewal term shalt be added to She Support Services at the same support option as the then current Software support coverage In place under these terms. Customer agrees to pay the charges for such addition as per the Order. 10.7 RESPONSIBILITIES OF CUSTOMER Customer agrees (1) to provide Kronos personnel with full, free and safe access to Software for purposes of support, Including use of Krona' standard remote access technology, If required; (II) to malntaln and operate the Software in an environment and according to procedures which conform to the Specifications; and (111) not to allow support of the Software by anyone other than Kronos without prior written authorization from Krona. Failure to utilize Kmnos' remote access technology may delay Kronor' response andlor resolution to Customer's reported Software problem. If Customer requires the use of a specific remote access technology not specified by Krorws, than Customer must purchase the Plus option to receive support and provide Kronos personnel with fug, free and safe access to the remote access hardware and/or softwaro. 10.0 DEFAULT Customer shall have the right to terminate Kronos support services in the event that Kronos Is in breach of the support services warranty set forth below and such breach Is not cured within fifteen (15) days after written notice specifying the nature of the breach. In the event of such termination, Kmnos shall refund to Customer on a pro•rata basis those prepaid annual support fees associated with the unused portion of the support term. Kronos reserves tha right to terminate or suspend support service In the event the Customer is in default under ft Agteement with Kronos and such default Is rot corrected within fifteen (15) days after written notice, In addition, the support services Wit terminate and ail charges due hereunder will become Immediately due and payable In the event that Customer caries to do business as a going concern or has its assets assigned by taw. 10.9 WARRANTY Krortos warrants that all support services shaft be performed In a professional and competent manner. 11. EQUIPMENT SUPPORT SERVICES The following tarts and conditions shall govern the equipment support services provided by Krona to Customer. Kronor and Customer hereby agree that Kmras shall provide depot equipment repair support services ('Depot Support Service ) for Customer's Kronos Equipment ("Product(s)') specified on an Order Form to and from kxalbns Within the United Stales and Puerto Rico pursuant to the following terms and conditions: 11.1 TERM Equipment Support Services for the Prnduct(s) have a tern of one (1) year commencing upon the expiration of the applicable warranty period, as specified in this Section 8 . Equipment Support Services can be w4ended for additional one year terms on the anniversary of its commencement date ("Renewal Dale") by mutual written agreement of the parties or by Kmnos sending Customer an invoice for the applicable renewal term and Customer paying such invoice prior the commencement of such renewal tern. For the instal two (2) renewal years the annual support tea, for the same products and service type, will not increase by more than 4%over the prior year's annual support fee to the extent consistent With the pricing set forth wxW the Agreement. 11.2 PAYMENT Customer agrees to pay the Support Charges for the initial term as set forth on the Omer Form for each Product listed. Customer agrees that all Products of the same type that are owned by the Customer, including without Imitation Customer's 'Spare Products" (as defined below), Wit be subject to this Agreement. Customer agrees that It Customer purchases, during the terra of this Agreement, any Products of the same We as those specified on an Order Form, such additional Products shag be subject to this Agreement. Customer agrees to pay a prorated tee for such additional Products and agrees to pay the full annual fee for such additional Products, upon die renewal date. Kronos will Invoice Customer for the annual Support Charges each year In advance of the Renewal Date. Customer will pay Kmnos within thirty (30) days of receipt of Invoice. 111.3 DEPOT SUPPORT SERVICE DESCRIPTION Upon the failure of installed Equipment, Customer shall notify Kwos of such failure and Kronos Waif provide remote fault Isolation at the FRU (Field Replacement unit) or subassembly level and attempt to resolve the problem. Those failures determined by Kronos to be Equipment related shall be dispatched to a Kronor Depot Repair Center, and Customer wilt be provided With a Retum Material Authorization Number (RMA) for the failed Equipment If Customer is to return the tolled Equipment to Kmnos, as reasonably determined by Krortos. Customer must return the tolled Equipment with the supplied RMA number. flours of opevallon, locations and outer Information related to Kronor' depot Repair Centers are available upon request and can be found athttps:/Icustomer.kmms.camtcontacUrantact•phone,aspx and are subject to change. Return and repair