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Services, after using Its commercially reasonable efforts to do so, Customer shalt be entitled to laminate the then remaining term of the Order
<br />Form for cause in accordance with Sa don 1 above as Custxner's remedy. Kronos' obilgations hereunder for breach of warranty are condtiloned
<br />upon Customer notifying Kronos of the material breach in writing, and providing Kronos with sufficient evidence of such non -conformity to enable
<br />Kronos to reproduce and/or verify the spina,
<br />10.3 Kronos warrants (hat all equipment shall be free from defects In materials and workmanship during the warranty period as described In
<br />article 8 above, In the avant of a breach of this warranty, customers exclusive remedy shall be Kronos` repair or replacement of the deficient
<br />equipment. art Kronos' apffon, provided that customers use, Installation and maintenance thereof have conformed to the published spedlicafions
<br />for such equipment. This warranty Is extended to customer only and shall not apply to any equipment (or parts thereto in the event of;
<br />a) damage, defects or malfunctions resulting from misuse, accident, neglac, tampering, (including modification or replacemarht of any
<br />Kronos components on any boards supplied with the Equipment), unusual physical or electrical stress or causes other than normal and
<br />intended use,
<br />b) failure of Customer to provide and maintain a suitable Installation environment, as specified In the published specifications for such
<br />Equipment; or
<br />c) malfunctions resulting from the use of badges or supplies not approved by Kronos,
<br />EXCEPT AS WARRANTED IN THIS SECTION 10, KRONOS HEREBY DISCLAIMS ALL WARRANTIES, CONDITIONS, GUARANTIES AND
<br />REPRESENTATIONS RELATING TO THE SERVICES, EXPRESS AND IMPLIED, ORAL OR IN WRITING, INCLUDING THE IMPLIED
<br />WARRANTIES OF MER04ANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON -INFRINGEMENT, AND WHETHER OR
<br />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 AGREEMENT, KRONOS MAKES NO WARRANTIES OR
<br />REPRESEwNTATiONS CONCERNING THE COMPATIBILITY OF SOFTWARE OR EQUIPMENT OR ANY RESULTS TO BE ACHIEVED
<br />THEREFROM. KRONOS PROVIDES NO WARRANTY FOR SUPPLIER HARDWARE OR SOFTWARE EXCEPT AS OTHERWISE
<br />SPECIFICALLY PROVIDED ON AN ORDER FORM.
<br />11.0 DATA SECURITY
<br />11.1 As part of the Services, Kronos shall provide administrative, physical, and technical safeguards for protection of the security. confidentiality
<br />and lntagrity of Customer data. Customer acknowledges that such safeguards endeavor to mitigate security Incidents, but such incidents may not
<br />be mitigated entirely or rendered harmless. Customer should consider any particular Kronos supplied security -related safeguard as Just one tool
<br />to be used as part of Customers overall security strategy and not a guarantee of security, Both ponies agree to comply with all applicable privacy
<br />or data protection statutes, rules, of regulations governing the respective activities of the parties. under this Section E.
<br />11.2 As between Customer and Kronos, all personally Identifiable data contained In any applications or systems supplied by Kronos, or to which
<br />Kronos has access to under this Sectken E ("Personally Idenit(lahle Data`) is Customer's Confidential Information and will remain the property of
<br />Customer. Customer represents that to the best of Its knowledge such Personalty Identifiable Data suppled to Kronos Is accurate. Customer
<br />hereby consents to the use, processing and/or disclosure of Personalty Identlflabks Data by Kronos and its Suppliers wherever located only for the
<br />purposes described herein and only to the extent such use or processing Is necessary for Kronos to carry out its duties and rssponslbilitles under
<br />this Section E or as required by W.
<br />11.3 Priar to Initlallon of the Services and on an ongoing basis thereafter, Customer agrees to provide notice to Kronos of any extraordfnary
<br />privacy or data protection statutes, rules, or regulations which ere or becoma applicable to Customer's Industry and which could be imposed on
<br />Kronos as a result of provision of the Services. Customer will ensure that: (a) the transfer to Kronos and storage of any Personalty Identifiable
<br />Data by Kronos or its Suppiler's data center, Is permitted under applicable data protection laws and regulations, and, (b) Customer will obtain
<br />consents from Individuals for such transfer and storage to the extent required under applicable laws and regulations,
<br />11A Upon the cassatfon of the Services, Customer shall be afforded the opportunity to retrieve as Personally Identifiable Data In accordance
<br />with Section 1.5 above.
<br />12. RESPONSABII.f1Y OF CUSTOMER
<br />12.1 if notified in writing of any action (and all prior related chars) brought against Customer based on a claim that the Services Infringe or
<br />misappropriate any United States or.Conadian copyright or patent, Kronos wail Indemnify and hold Customer harmless and defend such action at
<br />its sole cost and expense and pay all costs Including reasonable attorney fees and damages resulling from such claim. Kronos will have sole
<br />control of the defense of any such action and all negotiations for Its settlement or compromise. Customer will cooperate fully at Kronos' expense
<br />with Kronos to the defense, settlement or compromise of any such action, in the event that a final Injunction Is obtained against Customer's use of
<br />the Services by reason of Infringement or misappropriation of a United States or Canadian copyright or patent, or If In Kronos' opinion, the
<br />Services am likely to become the subject of a successful dalm of such infringement or misappropriation, Kronos, at Kronos' option and expense,
<br />will use commercially reasonable efforts to (a) pfoors for Customer the right to continue using the Services as provided in the Agreement, (b)
<br />replace or modify the Servlcea so that they become non -Infringing but remains substonthvely aim War to the affected Services, and If neither (a) or
<br />(b) Is commercially feasible, to (c) terminate the Agreement and the rights granted hereunder after provision of a refund to Customer of the set-up
<br />fees and Monthly Service Fees paid by Customer for the infringing elements of the Services covering the period of their unavailability.
<br />12,2 Kronos shalt have no Iability to indemnify or defend Customer to the extent the alleged Inhingament Is based on: (a) a mo iffication of the
<br />Services by anyone other than Kronos; (b) use of fhe Services other than in accordance with the Documentation or as authorized by the
<br />Agreement; (c) use of the Services In conjunction with any data, equipment, service of software not provided by Kronos, where the Services
<br />would not otherwise (I"If be Infringing or the subject of the claim; or (d) use of tin Services by Customer other then In accordance with the terms of
<br />the Agreement, Notwithstanding the foregoing, with regard to Infringement claims based upon software created or provided by a licensor to
<br />Kronos or Suppliers, Kronos' maximum liability will be to assign to Customer Kmnos' or Suppliers recovery rights with respect to such
<br />Infringement Balms, (provided that Kronos and/or its Supplier shall use commercially reasonable efforts at Customer's cost to assist Customer in
<br />seeking such recovery from such licensor).
<br />12.3 Customer shall be responsible for all cost and expense and pay all costs, Including reasonable attorney's fees and damages of Kronos or Its
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