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C) malfunctions resulting from the use of badges or supplies not approved by Kronos.
<br />EXCEPT AS PROVIDED FOR IN THIS SECTION 11, KRONOS HEREBY VISCLAIMS ALL WARRANTIES, CONDITIONS, GUARANTIES AND
<br />REPRESENTATIONS RELATING TO THE SERVICES, EXPRESS OR IMPLIED, ORAL OR IN WRITING, INCLUDING WITHOUT LIMITATION
<br />THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NOWINFRINGEMENT, AND
<br />WHETHER OR NOT ARISING THROUGH A COURSE OF DEALING. THE SERVICES ARE NOT GUARANTEED TO BE ERROR -FREE OR
<br />UNINTERRUPTED. EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 0 OF THIS AGREEMENT. KRONOS MAKES NO
<br />WARRANTIES OR REPRESENTATIONS CONCERNING THE COMPATWILITY OF THE SERVICES, THE SAAS APPLICATIONS OR THE
<br />EQUIPMENT NOR ANY RESULTS TO BE ACHIEVED THEREFROM.
<br />1Z.0 DATA SECURITY
<br />12.1 As part of the Services, Kronos shall provide those administrative, physical, and technical safeguards for protection of Me security,
<br />confidentially and Integrity of Customer data as described at: hltp: Mww.kmrw.cnmlproducislemirsolutionslWorkforce-entral•saas/secwity.
<br />desc:dptlon.aspx
<br />Customer acknowledges that such safeguards endeavor to mitigate security Incidents, but such Incidents may not be mitigated entirely or
<br />rendered harmless. Customer should consider any pardc ular Kronos supplied seauifyrelated safeguard as Just one lool to be used as part of
<br />Customer's overall security strategy and not a guarantee of security. Both parties agree to comply with all applicable privacy or data protection
<br />statutes, rules. or regulations goveming the respective activities of the parties under this Section D.
<br />12.2 As between Customer and Kronos, all Personally Identifiable Data is Customer's Confidential Information and will remain the property of
<br />Customer. Customer represents (hat to the best of Customer's knoniedge such Personally Identifiable Data supplied to Kronos is accurate.
<br />Customer hereby consents to the use, processing or dlsdos" of Personally Identifiable Data by Kroras and Kronor' Suppliers wherever Iecated
<br />only for the purposes described herein and only to the extent such use or processing Is necessary for Kronos to carry out Kronor' duties and
<br />responsibilities under this Section D or as required by law.
<br />12.3 Prior to InlUatlon of the Services and on an ongoing basks thereafter, Customer agrees to provide notice to Kronos of any extraordinary
<br />privacy or data protection statutes, rules, or regulations which are or became applicable Eo Customer's Industry and which could be Imposed on
<br />Kronos as a result of provision of fha Services. Customer will ensure that: (a) the transfer to Kronos and storage of any Personally Identifiable
<br />Data by Kronor or Kronos' Supplier's data center Is permitted under applicable date protection laws and regulations; and, (b) Customerwill obtain
<br />consents from Individuals for such transfer and storage to the extent required under applicable lawn and regulations,
<br />13. INDEMNIFfCATION
<br />13.1 Kronos shag defend Customer and its respective directors, officers, and employees (collectively, the `Customer Indemnified Parties"), from
<br />and against any and all notices, charges, clams, proceedings, actions. causes of action and suits, brought by a third party (each a -Claim')
<br />alleging that the permitted uses of fire Services Infringe or misappropriate any United States or Canadian copyright or patent and will Indemnity
<br />and hold harmless the Customer Indemnified Parties against any liaNlltes, obligations, costs or expenses (including without grnftation reasonable
<br />atlomeys' fees) actually awarded to a third party as a result of such Clain by a court of applicable Jurisdiction or as a result of Kronos' setlement
<br />of such a Claim. In the event that a Anal Injunction Is obtained against Customs use of the Services by reason of Infringement or
<br />misappropriation of such copyright or patent, or If En Kronos' opinion, the Services are Ilkely to become the subject of a successful claim of such
<br />Infringement or misappropriation, Kronos, at Kronos' option and expense, will use commercially reasonable efforts to (a) procure for Customer the
<br />right to continue using the Services as prov€ded in this Section D, (b) replace or modify the SWvlcS$ so that the Services become ran -Infringing
<br />but remain substantively similar to the affected Services, and If neither (a) or (b) fs commardagy feasible, to (c) terminate the Services and the
<br />rights granted hereunder after provision of a refund to Customer of the Monthly Service Fees paid by Customer for the Infringing elements of the
<br />Services covering the period of their unavailability,
<br />13.2 Kronos shall have no IEabllity to Indemnify or defend Customer to the extent the alleged Infringement Is based on: (a) a modification of the
<br />Services by anyone other than Kronos; (b) use of the Services other than In accordance with Kronos' documentation for such Service or as
<br />authorized by this Section D: (c) use of the Services in conjunction with any data, equipment, service or software not provided by Kronos, where
<br />the Services would not otherwise itself be infringing or the subject of the claim: or (d) use of the Services by Customer other than in accordance
<br />wish the terms of this Section D. Notwithstanding the foregoing, with regard to Infringement claims based upon software Created or provided by a
<br />tcensor to Kronos or Suppliers. Kronor' maximum liability will be to assign to Customer Kronos' or Supplier's recovery nights with rasped to such
<br />Infringement claims, provided that Kronos or Kronos' Supplier shall use commercially reasonable efforts at Customers cost to assist Customer In
<br />seeking such recovery from such licensor,
<br />13.3 Customer shall be responsible and liable for all damages and cost of Kronos, his supplers and their officers, directors and employees for all
<br />Claims resulting From : (a) employment -related cialrns arising out of Customer's configuration of the Services, (b) Customer's modlAcatlon or
<br />combination of the Services with other services, software or equipment not fu mished by Kronns, provided that such Customer modification or
<br />combination is the cause of such lnhimgement and was not authorized by Kronos: or, (c) a cfakn that the Customer Content Infringes in arty manner
<br />any Intellectual property right of any third party, or any M the Customer Content contains any material or information that Is obscene, defamatory,
<br />libelous, or slanderous violates any pennon's right of publicity, privacy or personality, or has otherwise caused or resulted In any tort, injury,
<br />damage or trarm to any other person.
<br />13.4 The Indemnified Parly(les) shall provide written notice to the Indemnifytng party promptly after receiving notice of such Claim. If the defense
<br />of such Claim Is materially prejudiced by a delay In providing such notice, the purported Indemnlfykhg party shall be relieved from providing such
<br />Indemnity to the extent of the delay's impact on the defense. The Indemnifying party sNW have We control of tie defense of any Indemnified
<br />Claim and all negotiations for Its settlement or compromise, provided that such indemnifying party shall not enter Into any settlement which
<br />Imposes any obligations or restdctions on the applicable Indemnified Partles without the prior written consent of the other party. The Indemnified
<br />Parties shall cooperate fatty, at the Indemnlfying partys request and expense, with the Indemnifying party in the defense, settlement or
<br />compromise of any such action. The indemnified party may retain its own caxfsai at Its own expense, subject to the Indemnifying party's rights
<br />above.
<br />14, E. MITATION OF LIABILITY
<br />14.1 Except as specifically provided In thls Section D, Kronos and its suppllem will not be liable for any damages or Injuries caused by the use of
<br />the services or by any errors, delays, Intemrptions in transmisslan, or Failures of the services.
<br />14.2 Except tar Kronos' IndamniAcation obligations set forth In section 13 above, the total aggregate Ilabilty of Kronos or Kronos' suppliers to
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