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3. LICENSE TO 11515-
<br />3.1 Subject to the terms and conditions of this Sedlon E, Kronos hereby grants Customer during the Term a limited, revocable, non-exciusive.
<br />non•transfarable, non -assignable license to use for Internet business purposes only: a) the Kronos appl€cation(s) end related services, inchxding
<br />applicable Services description documentation and haintnq materials (the 'Documentation'), and, b) any embedded third party software, libraries,
<br />or other components, which cotlectivefy comprise the Services. The Services contain proprietary trade secret technology of Kronos. Unauthorized
<br />use and/or copying of such Services are prohibited by law, including United States and foreign copyright law. Customer may use the software
<br />Included In the SerWces in ob)ed code form only, and shall not reverse Compile, disassemble or otherwise convert such software into uncompiled
<br />of unassembled code. Customer acknowledges and agrees that the liaanse to use the Services Is limited based upon authorized Usage and the
<br />amount of the Monthly Service Fees to be paid by Customer. Customer agrees to use only the modules and/or factures described on the order
<br />Form. Customer agrees not to use any other modules or features unless Customer has licensed such additional modules or features. Customer
<br />may not relicense or sublicense the Services, or otherwise permit use of the Services (Including timesharing or networking use) by any third party.
<br />Customer may not provide service bureau or other date processing services that make use of the Services without the express prior written
<br />consent of Kronos. No Hcame, right, or Interest in any Krorroz trademark, trade name, or service mark, or those of Kronos' licensors or third party
<br />suppress ("SuppHers"), Is granted hereunder.
<br />3.2 Customer may authorizer Hs third party contractors and consultants to access the Services on an as needed basis, provided Customer, a)
<br />abides by its obligations to protect confidential information; b) remains responsible for all such third party usage and compliance with this Section
<br />E of this Attachment; and C) does not provide such access to a competitor of Kronos who pmvides workforce management services.
<br />3.3 Customer agrees and acknowledges that Kronos retains ownership of all right, title and Interest to the Services, ak of which are protected by
<br />copyright and other intellectual property rights, and that. other than the express Itcanses granted herein, Customer shall not obtain or claim any
<br />rights In or ownership Interest to the Services or any associated Intellectual property rights therein. Customer agrees to comply with all copyright
<br />and other Intellectual property rights nolkes contained on or In any Information obtained or accessed by Customer through the Services.
<br />3.4 Kronos will make updates and upgrades to the Services (tools, Will". Improvements, third party applications, general enhancements)
<br />available to Customer at no charge as they are released generally to its customers. Cuslamer agrees to receive those updates automatically as
<br />part of the Services. Kronos also may offer new products and/or services to Customer at an additional charge. Customer shall have the option of
<br />purchasing such new products and/or services under a separate Order Form.
<br />3.6 Kronos reserves the right to change or discontinue the Services, in whole or in part, including but not limited to, the Intemat based services,
<br />technical support opilons, and other Servioes•relaled pokles. Custornees continued use of the Services after Kronos posts or otherwise notifies
<br />Customer of any changes indicates Customefs agreement to those changes.
<br />4. ACCEPTABLE USE
<br />4.1 Customer shall take all reasonable steps to ensure that no unauthorized persons have access to the Services, and to ensure (hat no persons
<br />authorized to have such access shall take any action that would be in violation of this Section E.
<br />4.2 Customer represents and warrants to Kronos that Customer has the right to publish and disclose Customer's data and other content
<br />("Customer Content) In connection with the Services, Customer represents and warrants to Kronos that the Customer Conlent will not (a)
<br />Infringe or violate any Ihlyd-party right, Including (but net limited to) Intellectual property, privacy, or publicity rights; (b) be abusive, profane, or
<br />offensive to a reasonable person; or, (o) be hateful or threatening.
<br />4.3 Customer will not (a) use, or allow the use of, the Services or Customer Content in contravention of any federal, state, local, foreign or other
<br />applicable law, or rules or regulations of regulatory or administrative organlzailons; (b) Introduce into the Services any virus or other code or
<br />routine intended to disrupt of damage the Services, or alter, damage, delete, retrieve or record information about the Services or its users, (c)
<br />excessively overload the Kronas systems used to provide the Servkxes; (d) perform arty security Integrity review, penetration test, load test, denial
<br />of service simulation or vulnerability scan; (a) use any tool designed to automatically emulate the actions of a human user (e.g., robots); or, (d)
<br />otherwise ad in a fraudulent, malicious or negligent manner when using the Services.
<br />5. CONNECTIVITY AND ACCESS
<br />5.1 Customer acknowledges that It shall (a) be responsible for securing, paying for, and maintaining connectivity to the Services (Including any
<br />and all related hardware, software, third party services and restated equipment and Components); (b) provide Kronos and its representatives
<br />with such physicai or remote access to Customer's computer and network environment as Kronos deems reasonably necessary in order for
<br />Kronos to perform its obligations under this Section E of this Agreement Kronos is hereby (1) granted access to such Customer data to perform
<br />Its obligations under this Section E of this Agreement and (ii) authorized to audit the number of Active Employee counts or other transactions
<br />that have occurred to measure Usage; (Hq make all necessary arrangements as may be requlrad to provide such physical access to
<br />Customer's computer and network environment It necessary for Kronos to perform its obligations under this Section E of this Attachment.
<br />5.2 Customer shall be fury responsible for all access requirements imposed by law, rule, regulation or contract in order for Kronos to deliver the
<br />Services pursuant to the terms of this Section E of this AgmemenL Customer shall provide 30 calendar days advance written notice to Kronos
<br />of any change, modification, or reconfigurmilan of components or elements of the Customefs computer and network environment which may, In
<br />any manner, affect Customer`s access to the Services.
<br />6. SUPPORT
<br />a) implementation. Kronos will configure the Services uIllaxing scheduled remote resources. Software module configuration will be based
<br />on information and work flaws obtained from Customer during the discovery portion of the implementation. Customer shall provide
<br />Kronos with necessary configuration -related information In a timely manner to ensure that mutually agreed implementation schedules
<br />are met. Kronos and Customer's implementation responsibli tos are described more specifically in the Services Implementation
<br />Guideline set forth
<br />at: .//www kr nos a r w rkfor •r i m r n i iln x .In the event of Inconsistencies between the
<br />Services Implementation Guideline and this Agreement, the Agreement shall pmY4
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