Software Renewal Agreement - Kronos, Inc.

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12. KRONOS SUPPORT SERVICE POLICIES Kronce' then-cummt Support 5ervfoes Policies shah apply to al Support Services purchased and may be accessed at: ('Support Policies'). In the event of a conflict between the Support Policies and this Agreement, the terms of this Agreement shall prevalt. 13. FIRMWARE Customer may not download firmware updates for the lions Equipment unless Customer Is maintaining such Equipment under a support plan with Kronos. If Customer Is not maintaining the Equipment under a support plan with Kronos, Kr000s shall have the rtghl to verity Customer's Kronos Equipment to determine if Customer has downloaded any firmware to which Customer is not entitled. 14. TRAJNtNG POINTS Training Points which are purchated by Customer may be redeemed for an equivalent value of Instructor -led trahing sessions offered by Kronos. Available Instructor -led sessions are listed at hftoJ/"omen r.Kranas.corrt and each session has the Training Paints value indkated. Training Points are Invoiced when used by the Customer. Points may be redeemed at any time Wthin 12 months of the date of the applicable Order Form. at %Nch time they shall expire. Training Points may not be exchanged for other Kronos products andlar services. 15. KNOWLEDGEPASS EDUCATION SUBSCRIPTION: The parties hereby agree that the following terms shall apply to Customers purchase of the Kronos KnowledgePass Education Subscription only, if specified on the, Order Form: Scope: The KnowledgePass Education Subscription Is available to customers who are 5--ami ig Kronos' Workforce Central and Mertes Timekeeper Software products and ulna are mahrtaainEng such products under a support plan with Kronos. The KnawledgePass Education Subscription provides access via the intemet to cetfain educational offerings provided by Krorws (the 1(rowtadgePass Content'), Irrduding; Product and upgrade Information ky project teams and end users Hands -out Interactive Instruction on common tasks Self"ced tutorials covering a range of topics Job aids Knowledge assessment and reporting tools to measure prm,7ress Webinars Tenn of Subscription: The annual KnowledgePass; Education Subscription shall nun co-lermlrrousiy with Customer's Software Support, and sl>inll renew for additional one (1) year terms provided Customer renews Its KnowledgePass Education Subscription as pmvkfed belay. Payment; Customer shall pay the annual subsrafption charge for the Initial term of the KnowledgePass Education Subscription in accordance with the payment terms on the Order Form. Koons will send Customer a renewal hivaica for renewal of the Knowledgwass Education Subscription at least forty five (45) days prior to expiration of the than current term. KnowledgePass Education Subscription shall renew for an additional one (1) yew term If Customer pays such invoke before the end of the Wilal term or any renewal term. The KnowiedgePass Subscription Is available when the Customer subscribe on annual basis. Limitations- Customer recognizes and agrees that the KnowledgePass Content Is oopyrighted by Kronos. Customer Is permitted to make copies of the KnowledgePass Content provided In'pdf form solely for Customer's Internal use and may not disc ase such KnowlecigePass Content to any third party other than Customer's employees. Customer may not edit, modify, revise, amend. change, alter, customize or vary the KnowledgePass Content without the written tonsent of Kronos, provided that Customer may download and modify contents of Training Kits solely for Customer's Internal use. Traln-the-Tralner Program (TM: Certification under the Train-the-Tralner Program Is valid only for the point release of the Software for which the, `ITT Program is fatten, and covers only the Custaner employee who oompletes the TT'T Program. 16, INl1E10INIFiCATtON irons agrws to indemnify Customer and to hold It harmless from and against any and all claims, costs, fees and expenses (including reasonable legal (ees) relating to actual or affeced Infringement of United States or Canadian patents or capydghts asserted against Customer by virtue of Customer's use of the software as delivered and maintained by Kronos, provided hat 1) Kronos Is given prompt written notice of any such claim and has sole control over the Investigation, preparation, defense and settlement of such claim: and, If) Customer reasonably cooperates with Kronos In connection with the foregoing and provides Kronos with at information In Customer's possession related to such claim and any further assistance as reasonably requested by Kronos. Kronos will have no obligation to Indemnify Customer to the extent any such Balm Is !rased on the use of the Software with software or equipment not supplied by Kronos. Should any or all of the Software as delivered and maintained by Kronos become. or fn Krones' reasonable opinion be likely to became, the subject of any such claim. Kronos may at itd optlow 1) prowls for Customer the fight to continue to use the affected Software as contemplated hereunder; Id) replace or modify the affected Software to make Its use non - infringing: or iti) stnotrld such options not be available at reasonable expense, terminate this Agreement with respect to the affected Software upon thirty (30) days prior wffften notice to Customer. In such event of termination, Customer shall be entitled to a pro-rata refund of all fees paid to Kronos for the affected Software, which refund shah be cakutated using a five year straight -tine depreciation commencing with the date of fhe relevant Order. Additionally, Kronos agrees to be Ilabte far tangible property damage at personal Injury caused solely by the negligence or willful misconduct of (is employees. 11. LIMMATION OF LIABILITY CUSTOMER'S EXCLUSIVE REMEDIES AND KRONOS' SOLE LIABILITY FOR ANY KRONOS BREACH OF THIS AGREEMENT ARE EXPRESSLY STATED HEREIN. EXCEPT AS PROVIDED IN THIS AGREEMENT, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED, EXCEPT FOR 1) KRONOT INDEMNIFICATiON OBLIGATIONS SET FORTH IN ARTICLE 16 ABOVE; (Il) CUSTOMER'S CLAIMS FOR TANGIBLE PROPERTY DAMAGE OR PERSONAL INJURY TO THE EXTENT CAUSED BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF THE OTHER PARTY'S EMPLOYEES, IN NO EVENT SHALL KRONOS' OR ITS PARENTS`, SUBSIDIARIES', AFFILIATES', OR THIRia PARTY LICENSOR'S LIABILITY TO A CUSTOMER HOWSOEVER CAUSED, EXCEED THE VALUE OF THE ORDER WHICH GIVES RISE TO