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24 In the event that either party becomes Insolvent, makes a general assignment for the benefit of creditors, is adjudicated a bankrupt or
<br />insolvent, commences a case under applicable bankruptcy taws. or file$ a paddon seeking reorganization, the other party may request adequate
<br />assurances of future performance. Failure to provide adequate assurances, In the requesting patty's refiwnable dissxetiwt, within ten (10) days of
<br />delivery of the request shall erhdde the requesting party to terminate tits Services Immediately upon written notice to the other party.
<br />Z5 If the Services are terminated for arty reason:
<br />(a) Customer shall pay Kronos within thirty (30) days of such termination, all fees accrued for fits Services prior to the date of termination,
<br />provided that if Customer terminates for material breach of this Section b by Kronos, Kronos shall be responsible to refund to Customer unused
<br />pre -paid implementation Service fees, if any:
<br />(b) Customer's right to access and use the Services shah be revoked aril be of no further force or affect;
<br />(c) No more than fifteen (16) days after termination or upon Customer's written request at any time during the Term, Kronos All provide to
<br />Customer, at no charge to Customer, die Customer Content. After such time period. Kronos shall have no further obligation to store or make available
<br />the Customer Content and may delete any or all Customer Content without liability.
<br />(d) Customer agrees to tknely return all Kronos-provided materials related to the Services to Krems at Customer's expense or, alternatively,
<br />destroy such materials and provide Kwnos with an officer's certification of the destruction thereof and
<br />(a) all provislons In this Section D, %A"ch by their nature are intended to survive ferminatbn, shall so survive.
<br />3. FEES AND PAYMENT
<br />3.1 in consideration of the delivery of the Services, Customer shall pay Kronos the Monthly Service Fees, the fees for the Implementation
<br />Services and any additional one time or recurring fees for Equipment. Training Points, KnowiedgePass Education Subscription and such other
<br />Kronos offedrtgs, all as set forth on the Order Form, If Customer and Kronos have stgned a Statement of Worts for the Implementation Services,
<br />implementation Servkres such services will be provided and payable In a=rdwee with Section B. All fees payable for the Services shall be sent
<br />to the attention of Kronos as specified on the Involes. Unless otherwise Indicated on an Order Fort, payment for all Items shall be due 30 days
<br />following date of Invoice. Except as expressly set forth in this Settlerâ–º D, all amounts paid to Kronos are non-refundable. Customer acknowledges
<br />that fees may be charged to Customer by third parties for add -on features or frrxftwliiy provided by such third parties.
<br />3.2 If any amount owing under this or any other agreement for Services is thirty (30) or more days overdue, Kronos may, without limiting Krwtos'
<br />rights or remedies, suspend Services until such amounts are paid in full. Kronos Ali provide at bast seven (7) days' prior written notice that
<br />Customer's account Is overdue before suspending Services.
<br />3.3 deleted Intentionally.
<br />3.4 Customer agrees that except if Customer terminates for material breach of this Section D by Kronos, If Customer has not paled the Minimum
<br />Contract Value to Krahos at the conduslon of the Initial Term of the earlier termination of the Services, whichever is earlier, Kromrs shall bill, and
<br />Customer shall pay within thirty (30) days of the date of such irvalCe, the difference between the total Monthly Service Pees then paid by
<br />Customer and the Minimum Contract Value. less StA Credits. if any, that have been earned prevlously by Customer but not yet credited.
<br />4. PJGM TO USE
<br />4.1 Subject to cite terns and conditions of the Agreement, Kronos hereby grants Customer a limited, revocable, non-exdusfve, non -transferable,
<br />non -assignable right to use during the Term and for Internal business purposes ortiy: a) the Applcadon(s) and related services, Inchuding the
<br />Documentation; b) Wning materials and KnowledgePass Content and, c) any embedded third party software, libraries, or other components,
<br />which are Included In the Services, excluding such Third Party software. librados or other components as are licensed directly from such Third
<br />Parties. The Services contain proprietary trade secret technology of Kronos and Its Suppliers. Unauthorized usa and/or copying of such
<br />lechnology are prohBtitpd by law, including United States and foreign copyright law. Customer strati not reverse compile, disassemble or
<br />otherwise convert the applications Into urncompiled or unassembled code, Customer shall not use any of the third party software programs (or the
<br />data models therein) Included In the Services except solely as part of and in connection with the Services,
<br />4.2 Customer acknowledges and agrees that the right to Use the Applications Is limited based upon the amount of the Monitdy Service Fees paid
<br />by Customer. Customer agrees to use only the modules and/or features for the number of employees and users as described on the Order Form.
<br />Customer agrees not to use any other modules or faatufas nor increase the number of employees and users unless Customer pays for such
<br />additional modules. features, employees or users, as the case may be. Customer may not license, milconse or sublicense the Services. or
<br />ollwruvfse permit use of the Services (Indurding timesharing or networking use) by any third party. Customer may not provide service bureau or
<br />other data processing servfces that make use of the Services witlterlt the express prior written consent of Kronos. No license, tight, or Interest In
<br />any Kronos trademark, trade name, or service mark, or those of Kronor' licensors or Suppliers, Is granted hereunder.
<br />4.3 Customer may authodxe Its; third party contractors and consultants to aooess the Services on an as needed basis, provided Customer: a)
<br />abides by its obligatlens to protect Confidential Informalton as set forth In this Agreement; b) remains responsible for atl such third party usage and
<br />compliance with the Agreement and c) does not provide, such access to a competitor of Kronor who provides workforce management services.
<br />4.4 Customer acknowledges and agrees that, as between Customer and Kronos, Kfanos retains ownership of all right, He and Interest to the
<br />Services, all of which are protected by copyright and other itteltecbual property dghts, and that, other amen the express rights granted herein and
<br />under any other agreement In writing with Customer, Customer shalt not obtain or claim any rights In or ownership Interest to the Services or
<br />Appdicatlons or any associated Intellecual property rights In any of the foregoing. Customer agrees to comply with all copyright and other
<br />intellectual property tights notices contalned on or In any Information obtained or accessed by Customer through the Services.
<br />4.5 When using and applying the Information generated by the Services, Customer Is responsible for ensuring that Customer compiles with the
<br />applicable requirements of federal and state law. If the Services Include the Workforce Payroll Applications or Workforce Absence Management
<br />Appficatlons; (1) Customer Is stately responsible for the content and accuracy of all reports and documents prepared In whole or in part by using
<br />these Applications, (I1) using these Appilcatlons does not release Customer of any professional obligation Cor ARmIng the preparation and review
<br />of any reports and documents, (lit) Customer does not rely upon Kronos, Best Softwrara, Inc, or these ApplkaWrs for ary advice or guidance
<br />regarding compliance with federal and state laws or the appropriate tax treatment of Items reflected on such reports or documents, and (Iv)
<br />Customer will review any calatations made try using these Applications and satisfy Itself that those calculations are cored.
<br />S. ACCEPTABLE USE
<br />5.1 CUstomer shall take all reasonable steps to ensure that no unauthorized persons have access to the Services, and to ensure that no persons
<br />authorized to have such access shag take any action that would be In violation of this Section D.
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