|
rates or the associated SLA for a renewal term of the parttaear Program by notifying Customer at least sixty (60j days prior to the explration of the
<br />then current term. SLAB ass only available In a Production Environment. unless the Cloud Services SOW indlcatas that the Program Is to be
<br />Implemented menterd In a Temporary Environment, the Program wig be ducted to be Implemented In a Producton Environment
<br />Aulfwdxed Use
<br />Customer shall take all reasonable steps to ensure that no tmauthorized persons have ac oass to the Program, and to enswe that no persons
<br />authorized to have such access shall take any action that would be In violation of this section 0.1.
<br />MAINTENANCE ACCESS
<br />if Kronos. Its Suppliers, or the local access provider, as applicable, requires access to Customer sites In order to maintain or repair the Program,
<br />Customer shall cooperate In a timely manner and reasonably provide such screw and assistance as necessary.
<br />Customer representations and warrarrtlee; Customer obligations
<br />5.1 Customer represents and warrants to Kmnos that N has the right to publish and disclose Customer's Content In the Program,
<br />5.2 Customer mp isents and warrants to Kronor, that Customer's Content will not: (a) Infringe or violate any third party rlgh4
<br />Including (but not iknrfed to) Intellectual property, privacy, or pubfkNy rights; (b) be abusive, profane, or offensive to a reasonable
<br />parson; or be hateful or threatening.
<br />.44 Customer will, at Its awn cost and expense, provide al1 end user equipments operating systems, and software (Including a web
<br />browser) not provided by Kronor, and needed to access and use the Program in accordance with the tachMCal requirements set fortis In
<br />the Cloud Sendees SOW. Customer wiif also provide, at its own cost and expense, all connections from far computer systems !o the
<br />Program, which shaft Include all related costs associated with Customer accessing the Program, unless such connectivity serWa" are
<br />purchased born iGvnas as Indicated on (ire Claud Swykes SOW and Order Farm.
<br />5.4 Customer shall eat, and shall not pemrit any person or anify under Customer's direct or Indirect control to. (a) recirculate,
<br />republish, distribute or otherwise provide access to the Program to any third party: (b) use the Program on a service bureau, time
<br />sharing or any similar basfz� or for the benelft of arty other person or entity; (c) after, enhance or make derived" works of the Program;
<br />(d) reverse engineer, reverse assemble or docompfkr, or otherwise attempt to derive source code from, the Program or any software
<br />components of Ilte Program; (e) use, or allow the use of, the Program In contravention of any federal, state, local, foreign or other
<br />applicable law, or rides or regufadans of regulatory or adminisb'ative organhations; (t) Introducer Into the Program any virus or other
<br />code or routine Intended to disrupt or damage the Program, alter, damage, delete, retrieve or record Information about the Pmgram or
<br />Its users: or, (g) otherwise actin a fraudulen4 malicious or negftgant manner when using the Program,
<br />6.1 If Customer uses open Internet conneativtly or Customer-sLop9ed VPN fnternot connecions to access the Program, Customer
<br />acduKw4adges that the performance and throughput of the Internet connection mnnot be guaranteed by Kronos, and variable connection
<br />performance may result In appHcadon response variations.
<br />6.2 Customer hereby a0mowledges that the Internet Is not owned, operated, managed by, or In any way affiliated with Kronos, Its Suppliers or
<br />any of Its affricates. and that It is a separate network of computers Independent of Kmnos. Access to the Internet Is dependent on numerals
<br />factors, technologies and systems, many of which are beyond Kronos' authority and control. Customer acknoWedges that Kronor, cannot
<br />guarantee that the Intomet access services chosen by Customer will meet the level of up -time or the level of response time that Customer may
<br />need. Customer agrees that Its use of lha internal access services and the Internet Is solefy at Hs own risk, except as specifically provided in this
<br />Section CA, and is sub(ed to all applicable local, state, national and International laws and regulations.
<br />T. Fees and payment terms
<br />7.1 In consideration of era delivery of the Program, Customer shall pay Kranos the Monthly Services Fee as defined In the applicable Order
<br />Form. The Monthly Services Fee shall begin to accrue on the Services Commencement Date, and shall be Invoiced mcatNy In advance. In
<br />addition, Customer shall be billed the Starb* Fees and any sdditfonal Gaud hosting startup fees set forth in the appAcable Order Form.
<br />Customer acknowledges that the biking commencement date ems not coincide with Implementatlon completion, final Configuration, or go live.
<br />7.2 All fees payabfa hereurde r shah be paid In United States Dollars and sent to the attention of Kronos es specified on the Invoice. Payment
<br />terms shall be net 30 days fallowing recalpt of Invoke. Alf overdue payments shall beat Interest at the lesser of one and one-half percent (1.5%)
<br />per month of the maximum rate atbwed under applicable law. Customer is responsible for all federal, state or local taxes, duties and customs
<br />fees relating to the Program, excluding taxes based on Krunos' Income or business privilege.
<br />7.3 SLA Credits, if any, which are due and owing to a Customer under an SLA for a partigdar month of the Program shall be Included In the
<br />Monthly Service Fee Invoice Issued by Kronos for the month following fhe month In which the SLA Credits were earned.
<br />S. SERVICE LEVEL AGREEMENT
<br />CUSTOMER'S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OP ANY SERVICE OUTAGE, INTERRUPTTON OR DEFfCIENCY OF
<br />SERVICES) OR FAILURE BY KRONOS TO MEET THE TERMS OF AN APPLICABLE SLA, SHALL HE THE REMEDIES PROVIDED IN T14
<br />SLA; PROVIDED THAT ANY REMEDIES OR CREWE$ CONTAINED IN THE SLA ARE NOT AVAILABLE FOR OUTAGES, INTERRUPTIONS
<br />OR DEFICIENCIES OCCURRING DURING ANY PERIOD IN WHICH CUSTOMER IS IN BREACH OF THIS SECTION C, i OR SECTION S.
<br />KRONOS DISCLAIMS ANYAND ALL OTHER LIABILITIES OR REMEDIES FOR SUCH OUTAGES, INTERRUPTIONS OR DENCIENCIES OF
<br />SERVICES.
<br />9. Ilrnftatfon of liability
<br />IN ADDITION TO THE LIMITATIONS SET FORTH IN THE LICENSE AGREEMENT, EXCEPT WITH RESPECT TO LIABILITY ARISING FROM
<br />KRONOS' GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, KRONOS DISCLAIMS ANY AND ALL LIABILITY AND SERVICE CREDITS,
<br />INCLUDING SUCH LIABILITY RELATED TO A BREACH OF SECURITY OR DISCLOSURE, RESULTING FROM ANY EXTERNALLY
<br />INTRODUCED HARMFUL PROGRAM (INCLUDING VIRUSES, TROJAN HEARSES, AND WORMS), CUSTOMER'S CONTENT OR
<br />15
<br />
|