Software Renewal Agreement - Kronos, Inc.

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SECTION D KRONOS WORKFORCE CENTRAL. - SOFNPARE AS A SERVICE (SAAS) TERMS AND CONDITIONS Customer and Krunes agree that the terms and Conditions set fortih in this Section D shall apply lo the Kronos supply Of the Commercially avabble version of the Workforce Central SaaS Applications and related services and matrxials (krduding applicable documentation) and Equipment (it any) specified on an Order Form, 11w Applications described on the Order Form shalt be delivered by means of Customer's permitted access to the passvwtd pmteded customer area of a Kronos wrebsite. 1, DEFINITIONS "Applfcation(s)" or "Saa8 Appilcatfon(s)" means those Kronos sotivvare application programs set forth on an Order Form which are made accessible for Customer to use ureter the terms of this Section D. "Cloud Sa Aces" means those services related to Customer's hosting envlmnment such as hosting infrastnxdure, equipment, bandwidth, server monitoring, backup services, storage area network (SAN) services, security services, system administration, connwIlvity services, performance tuning, update Installation and maintenanca services related thereto. Unless otherwise set forth In a Statement of Work, Cloud Services are described as set forth at: http:fAvww,kmnas.com/producWsm6.soiuHons/voorMrce-centrai-saasftpiementati"uldllnes.aspx "Customer Content" means all content Customer, or others acting on behalf of or through Customer, posts or otherwise Inputs Into the Servfoes. "Documentation" means tschhrlcal publications published by Kronos relating to the use of the Services or Applications. "Equipment" means the Kmms equipment specH}ad on an Order Form, Implementation 3ervlcoe means those services provided by Kronos to set up the hosting erwironment and conNLrre the Services, Including educational services and training, Unless otherwise set forth In a Statement of Work, Kronor' and Customer's implementation msponsbiltias arts described In the Services Implementation G A"Ino set forth at: httpJlwww.kronor.camfproducWsmtrsatut<or<&* force-centrai- s a asffmplerentation-guldilnes.aspx Implementation Services may be provided as forth in Section B "1nklal Tenn" means the Initial term of the Services as Indicated on the Order Form. "KnowtedgePsssr Conteret"KnowiedgePass Education Subscription" have the meanings ascribed in Section 7.5, "Minimum Contract Value" means the total of all Monthly Service Fees to be Invoiced during the Initial Tenn. "Monthly Service Fee(s)" means the monthly fees described in an Order Farm. Monthly Service Fees Include fees for usage of Applications and time Services, Cloud Servkw as applicable, and Equipment rental, it any. Billing of the Mon" Service Fee(5) commences on the Start Bate. "Order Faun" means an order form mutually agreed upon by Krems and Cuslwner setting forth time Items ordered by Customer and to be provided by Kronos, including without limitation the Applications and the prices and fees to be paid by Customer. "Personally Identifiable Oats" means information concerning Individually kientiffable employees of Customer that Is protected against disc(osum under applicable law or regulation. "Services" means (t) accessibility to the commercially available version of the Appllcaliors by means of access to the password protected customer area of a Kmnos website, (li) the Equipment purchased or rented hereunder, (ill) the Implementation SeMcas and Cloud Services, and (Iv) such other S#rvioes. Items and offerings art forth on an Order Form. "Start Date" means the date billing commarxas for the Services (excluding the Implementation Services) as Indicated on the appkable Order Form. For any Services ordered by Customer after the date of this Section D which are Incremental to Cuslomees Iher"Aiting Services, the Start Date shall be the data the applicable Order Form is executed by Kronos and Customer. "Statement of Work", "SOW", "Services Scope Statement" and "SSS" are Interrbangeabte terms referring to a written description of the Implementation Services and Cloud Services as mutually agreed upon by Kronos and Customer. An SOW supersedes any implementation guidelines or descriptions on a web page referenced in this Section D. "Suppiler" means any Contractor, subcontractor or licensor of Kmnos providing software. equipment andior services to Krows which are incorporated Into or otherwise related to the Pmgram. "Tenn" means the initial Term and any monthly renewals thereafter, as further set forth in Section 2.1. "Training Points" has the meaning asraled to It In Section 7.6 below. Z TERM 2.1 The Services shalt commence on the Start Dale, and shall continue for the Initial Term or until ierminaled in accordance with the provisions hereof. At ft expiation of the Iniflal Term, the Temr shall automatically renew on a month-lo-month basis until terminated In accordance with the provisions thereof. Customer acknowledges that executfon of separate third party agreements may be required In order for Customer to use certain add -on features or functionality, kx*jding without limitation tax fling services. Z.Z Al: any time after the Initial Term, (i) Customer may terminate the Services for convenence upon thirty (30) clays prior written notice, and (lf) Kmnos may terminate fire SarAces for convenience upon ninety (90) days prior written notice. 2,3 Either party may suspend or terminate the Services upon a material breach of this Section D by the other party If such breach Is not cured within fifteen (15) days after receipt of written notice. Notwithstamlkhg the foregoing, Kmnos may suspend or terminate the Services immediately upon notice In the event of any Customer breach of Sections 3 (Right to Use), 4 (Acceptable Use), or 14 (Confidential Information). Is