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REMIT CHECKS TO: ELECTRONIC TRANSFERS TO:
PO BOX 743208 Bank of America
ATLANTA, GA 30374- 3208 ABA 121000358
"*NEW REMIT TO & BANK DETAILS" Account 1499687277
Bill To: 6132989
Attn: Accounts Payable
CITY OF SOUTH BEND
227 W JEFFERSON BLVD, SUITE 120ON
SOUTH BEND, IN 46601
Solution ID: 6123573
INVOICE
Invoice Number: 11167459
Page: 1 of 2
Invoice Date: 30- MAR-17
Due Data: 29- APR-17
Ship To: 6123573
SOUTH BEND POLICE
701 W SAMPLE STREET
SOUTH BEND, IN 46601
Contact: SANTIAGO GARCES
Emalk doconnor@southbendin.gov
Telephone Number:
Purchase Order Number:
Payment Terms: Net 30 Days
Sales Order Number:
Currency: USD
Contract Number: 1198060 S01- APR-16
Sales Person: House Account, Kronos Subscription
PSA Number:
Shipping Reference:
Project Number:
Ship Via:
Case Number:
Ship Date:
SOFTWARE SUPPORT SERVICES
Support Service Level
; Covered Product
Licenses
':'Start Date `
En0ate '
Du�atinn(Days)
Taxable
Subscription
WORKFORCE TELESTAFF ENTERPRISE
26C
29- APR- 17
28- APR- 18
36E
NO
Software
V5
Service PEPM
Monthly Fee
Subscription
WORKFORCE TELESTAFF GLOBAL
26
29- APR- 17
28- APR- 18
36r,
NO
oftware
ACCESS V5
Service PEPM
nnthly Fee
ubscription
WORKFORCE TELESTAFF GATEWAY
i
29- APR-1
28-APR-18
36E
NO
Software
MANAGER V5
Service PEPM
nnthly Fee
Subscription
WORKFORCE TELESTAFF GATEWAY MG
1
29- APR- 17
28- APR- 12
36E
NO
Software
V5 I/FTO WFC
Service PEPM
Monthly Fee
Subscription
WORKFORCE TELESTAFF CONTACT
26C
29-APR- 17
28- APR- 1 e
36E
NO
Software
MANAGER V5
Service PEPM
Monthly Fee
ubscrlp€ion
WORKFORCE TELESTAFF BIDDING V5
260
29- APR- 1
28-APR-lE
36E
NO
Software
Service PEPM
nnthly Fee
Kronos ]Time & Attendance , Scheduling 6 Absence Management • HR & Payroll • Hiring • Labor Analytics
Kronos incorporated 297 Billerica Road Ctrelmsrord, MA 01824 1800) 225-1561 (978) 947-4800 Cuslomef.Kronos.com TAX ID 04-2640942
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' WRONOS'
REMIT CHECKS TO:
ELECTRONIC TRANSFERS TO: Invoice Dumber:
11166424
PO BOX 743208
Bank of America Page:
1 of 3
ATLANTA, GA 30374- 3208
ABA 121000358
**NEW REMIT TO & BANK DETAILS**
Account 1499687277 Invoice Date:
29- MAR-17
Due Date:
28- APR-17
Bill To: 6123570
Ship To: 6123570
Attn: Accounts Payable
CITY OF SOUTH BEND
CITY OF SOUTH BEND
227 WEST JEFFERSON BLVD
227 WEST JEFFERSON BLVD
SOUTH BEND, IN 46601
SOUTH BEND, IN 46601
Solution ID: 6123570
Purchase Order dumber:
Sales Order Number:
Contract Number:
PSA Number:
Project dumber:
Case Number:
Contact: SANTIAGO GARCES
Email:
Telephone Number: 574 235- 5854
Payment Terms: Not 30 Days
Currency: USD
1198050 S01- APR- 16 Sales Person: House Account, Kronos Subscription
Shipping Reference:
Ship Via:
Ship Date:
SOFTWARE SUPPORT SERVICES
5dPP4rt Service Leval
COV40 Produc(ill
Licenses
; Start Date':
End Date:':.
X)wation(Days)
Tax616
ubscription
WORKFORCE HR V8
1,90
27- APR- 17
27- APR-. 17
1
NO
oftware
ervlce PEPM
Monthly Fee
ubscription
WORKFORCE HR V8
1,90
28- APR- 17
27- APR-1
365
NO
Software
Service PEPM
onthly Fee
Subscription
WORKFORCE PAYROLL V8
1,90
27- APR- 17
27- APR- 17
1
NO
oftware
ervice PEPM
Monthly Fee
ubscription
WORKFORCE PAYROLL V8
1,90
28- APR-1
27-APR-18
36E
NO
aftware
Service PEPM
Monthly Fee
ubscription
WORKFORCE ADMINISTRATOR HR/PR V8
1 G
27- APR- 17
27- APR- 17
1
NO
Software
Service PEPM
Monthly Fee
ubscription
WORKFORCE ADMINISTRATOR HR/PR V8
19
28- APR- 1
27- APR- 1
36E
NO
oftware
Service PEPM
Monthly Fee
K€onos I Time &Attendance • Scheduling ' Absence Management ' HR & Payroll 4 Hiring • Labor Analytics
Kronoslnvorporated 297 Billerica Road CWmsford, MA 01824 (800)225,1561 (978)947-4800 Customer.Kronosxam TAX ID04-2640942
KRONOS
Invoice Dumber; 11165424
Page: 2 of 3
Invoice Date: 29- MAR-17
Due Date: 28- APR- 17
Support Service Level
', Covered Product '
Llconses
Start Date.
End Date >
Duration(Days)
Taxable
Subscription
WORKFORCE EMPLOYEE HRIPR V8
1,90
27- APR-1
27-APR-17
1
NO
Software
Service PEPM
Monthly Fee
Subscription
WORKFORCE EMPLOYEE HR/PR V8
1,90
28- APR-1
27-APR-18
36
NO
Software
Service PEPM
Monthly Fee
Subscription
WORKFORCE MANAGER HR/PR VB
19C
27- APR- 17
27- APR- 17
1
NO
Software
Service PEPM
Monthly Fee
Subscription
WORKFORCE MANAGER HR/PR V8
19C
28- APR-1
27-APR-lE
365
NO
Software
Service PEPM
Monthly Fee
Subscription
KSS TOOL, FT- PT ANALYSIS REPORT
1
28- APR- 1
27-APR-1P
36E
NO
Software
vs
Service PEPM
Monthly Fee
ubscription
KSS TOOL,ATTESTATION TOOL KIT V8
1,50
28- APR- 17
27- APR- 18
3GE
NO
Software
ervice, PEPM
Monthly Fee
ubscription
WORKFORCE TIMEKEEPER V8
1,50
28- APR- 17
27-APR-1
36E
NO
oftware
ervice PEPM
onthly Fee
ubscription
WORKFORCE ACCRUALS V8
1,50
28- APR-1
27-APR-18
36E
NO
Software
Service PEPM
Monthly Fee
Subscription
WORKFORCE EMPLOYEE V8
1,50
28- APR- 1
27-APR-18
365
NO
Software
Service PEPM
Monthly Fee
ubscription
WORKFORCE MANAGER V8
150
28- APR-1
27-APR-1
36E
NO
aftware
erv)ce PEPM
Monthly Fee
ubscription
WORKFORCE ACTIVITIES V8
30
28- APR-1
27-APR 1
36E
NO
Software
elvice PEPM
Monthly Fee
Kronos I Time & Attendance • Scheduling • Absence Management • HR & Payroll • hiring , Labor Analytics
KrOnou Incorporated 297 Billerica Road Chelmsford, IAA 01824 1800) 275-1561 (974) 947-4800 Customer.Kronos.com TAX IL) 04-2640942
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CONTRACT #14-JL.R-003
THIS AGREEMENT, made this I$�_ day of _March . 2g14, by and between Raiford County PublicSchools,
hereafter called "Owner" and Kronos Incorporated, a corporation at 297 Billerica Road, In the City of Chelmsford
and State of Massachusetts, hereinafter called "Contractor".
WTNESSETH: That for and in consideration of the payments and agreements hereinafter mentioned, to
be made and performed by the OWNER, the CONTRACTOR, hereby agrees with the OWNER to commence and
complete the services described as follows:
RFP 14,fLR-003: Workforce Management System
Fumish, supply and deliver Workforce Management software in accordance and compliance with all
specifications, terms and conditions set forth In RFP #14-JLR-003, and subsequent terms and conditions attached
herein.
Hereinafter called the contract, for the period March 18, 2014 through March 17, 2017, and all extra work In
connection therewith, under the terms as stated in the General and Special Conditions of the RFP Document; and
the related terms and conditions attachment, at his (its or their) own proper cost and expense to furnish all the
materials, supplies, and other accessories and services necessary to complete the said project in accordance
with the conditions and prices stated in the Final Proposal, all of which are made a part hereof and collectively
evidence and constitute the Contract.
This Is an indefinite quantity contract with no specific assigned dollar value.
IN WITNESS WHEREOF, the parties to these presents have executed this in the year and day first above
mentioned.
Herford QpunW Public Schools
Jeffrey P rtrt PPB, Supervisor of Purchasing
..Date
Kronos Incorporated
Company Name
John O'Brien
Company Representative Printed Name
^2121114
Date
KRONOS TERMS AND CONDITIONS FOR PARTICIPATING PUBLIC AGENCIES ADMINISTERED BY US COMMUNITIES (1031131I1)
KRONOS TERMS
A PARTICIPATING PUBLIC AGENCY ("CUSTOMER"), BY SIGNING AN ORDER FORM OR PURCHASE ORDER WITH KRONOS
INCORPORATED, AGREES TO THE APPLICATION OF THESE TERMS AND CONDITIONS FOR ALL PRODUCTS, SERVICES AND
OFFERINGS SET FORTH ON SUCH ORDER FORM (OR PURCHASE ORDER) WHICH REFERENCES THESE TERMS AND CONDITIONS.
SECTION A. GENERAL TERMS AND CONDITKN+IS. This Section apply for all transactions.
SECTION B: TERMS AND CONDITIONS FOR SOFTWARE LICENSES, SOFTWARE AND EQUIPMENT SUPPORT SERVICES, AND
EDUCATIONAL AND PROFESSIONAL SERVICES. This Section apply for all hansactions except Workforce Ready
and iha Workforce Central SaaS offering I not Including the profeselonal and educational services governed by this
Sactton}.
SECTION C: CLOUD HOSTING SUP_ MMENTAL TERMS AND CONDITION t£ . This Section applies orgy for ftnsactlons that
Involve Kronos hosting for Software licensed under Section B and Identified as CLOUD 2.
SECTION C-1: REPLICATION HOSTING TERMS AND CONDITIONS . This Sector applies only for transactlonsr that Involve Kronos
hosting for 5aflware licensed under Section B and Identified as CLOUD.
SECTION D: KRONOS WORKFORCE CENTRAL SAAg iJiMS AND CONDITIONS. This Section applies only for Workforce Central
transactions In a Seas environment (except for the related Professional and educatlonal services we Section B)
j 92 WO RKMRCE_READY SAAS TERMS AND gNDITIONS. This Section applies only for Workforce Ready
hwuLactionSE [e: C ,.,
SECTION A. GENERAL TERMS AND CONDITIONS
I. APPLICATION W THESE TERMS
These terms and conditions apply to each order accegied by Kronas Incorporated (`Kronos") from an eligible Participating Public Agency
(-Customer~) for all Kroncs Equipment, software, Professlonat and Educational Services, Support and such other Kronos offerings, as specified
on an order form (an "Order').
In addition to the terms set fortis to lids Section A: General Terms and Condition, the following sections apply for the spec+no offering referenced:
(I) Section B shall apply to the Software licenses and purchased Egtdprment, support services. and professional and aducadwal services,
(H) Section C shall apply to the Hosting Services purchased in connection with certain Software licensed under Section B.
(Jfi) Section D shall apply to the Workforce Centrist Saes Orders; and
OV) Section E shall apply to the Workforce Ready Sass Order.
All orders are subject to the approval of Kronos' core orate office in Chelmsford, Massachusetts. This Agreement and the Order Form shall
supersede the pre-printed terms of any Customer purchase order or other Customer ordering document, and no such Customer pre-printed terms
shall apply to the Items ordered.
2. APPUCA13LE LAWS
This Agreement shall be governed by the state law In Which Customer Is based, provided however, If such jurisdiction has adopted fhe Unirorm
Computer Information Transactions Act (UCITAj or such other similar law, the parties expressly agree to "opt -out" of and riot be governed by
UCITA or such other similar law. The parties waive the application of the United Nations Commission on International Trade Law and United
Nations Convention on Contracts for the international Sale of Goods as to the Interpretation or enforcement of this Agreement,
I EXPORT
Customer acknowledges that the Equipment and Software may be restricted by the United States Goverment or by the country In which the
Equipment or Software Is Instailed from export to certain countries and certain o(ganixaltons and individuals, and agrees to damply with such laws
Customer agrees to comply with all appiicable laws of all of the countries in which the Equipment and Software may be used by Customer.
Customer's obdgatfahs hereunder shall survive the termination or expiration of the Order Form. Customer most obtain Krows prior written
consent before exporting the Software.
4. CONFIDENTIAL iNFClRMATiON
'Confldentlad Infonmaton' is defined as information that Is: 1) disclosed between the parties after the date of this Agreement that is considered
confidential of proprietary to the dlsclioskng party; and 5) Identified as 'confklerttal' at the time of disclosure, or would be reasonably obvious to the
receiving party to constitule conlidential Information because of legends or other markings by the circumstances of disclosure or the nature of the
Information itself. Additionally, Customer acknowledges and agree that the Software (and Software documentation), and the Speddflcations shall
be deemed to be Kronos' Confidential Infiormatinn and trade secret. Each party shall proles the Confidential Information of the other party With at
least the same degree of care and confidentially, but not less than a reasonable standard of cam, which such party utilizes W b own information
of similar character that It does not wish disclosed to the pubNc. Neither party shad disclose to third parties (except the parent company or the
Wholly owned subsidiaries of the receiving party who have a need (Q krxrw) Noe other parry's Confidential Informatiw. or use it for any purpose not
explicitly set forth herein, without the prior written consent of the other party. notwithstanding the foregoing, a party may disclose tonfidenflal
fnformatim to the extent required: (a) to any subsidiary or affiliate of such Party, or (b) to any consultants. contractors, and counsel who have a
need to know In connection with the Agreement and who are under obligations of non4seloslrre agreement at least as stringent as this section 4,
or (c) by law, or by a court or governmental agency, or it necessary In any proceeding to establish rights or obligations under the Agreement;
provided, the receiving party shall, unless legally prohibited, provide the disclosing party with reasonable prior written notice sufficient to permit the
disclosing party an opportunity to contest such disclosure. If a party commits, or threatens to commit, a breach of this Section 4, the other party
shah have the right to seek Injunctiva relief from a court of competent Judsdk -Wn. The obligation of confidentiality shall swAve for three (3) years
after the disclosure of such Confdential Infbfmakm.
This Agreement Imposes no obligation upon either party YAM respect to the other party's Confidential Information which the receiving party can
establish by legally sufficient evklence: (a) was rightfully possessed by the moeiving party yr #uxA an obligation to maintain Its confidentiality prfar to
receipt from the dlscbsk4 party. (b) Is generally known to the public without violation of this Agn wrtw k (c) is obtained by the receiving party in 9DW
With from a third party having the right to disclose It without an obligation with reaped to conffdentWity, (d) is Independently developed by the
receiving party without use of the disclosing part} s Confidential Infonnallm which can be shown by tangible evidence.
S. TAXES
It Customer presents to Kronos a validly Issued tax-exempt certificate, or other sufficient evidence of tax exemption, Customer shad not be liable
for those taxes for which Customer is exempt. Otherwise, Customer agrees to pay all other applicable duties and customs fees relating to this
Agreement, as well as all taxes levied or based on the products, services or otter charges hereunder, Including federal, stale and local sales and
excise taxes, and any taxes or amount in Rau thereof paid or payable by Krones, exclusive of taxes based on Kronos net Income or business
pdvitege.
S. TRAVEL EXPENSES
Customer agrees to reimburse Kronos for all pte-approved, reasonable and necessary travel incurred by Kronos in the performance of Its
obligations under this Agneernent, provided that such travel compiles With the then arrant Kmnos Travel and Expense Policies (such policies are
available upon request). Customer further agrees to pay any travel expenses such as alrkft lodgkhg. meals and but trans phodatton, incurred by
Kronos In the performance of its obligations dander this Agreement provided such expenses comply with the Kronos Travel and Expense Policies.
Customer will be billed by Kronor for such travel expenses and payment thereof shall be due net 30.
7. GENERAL.
(a) The invalidlly or illegality of any provision of this Agreement shall not affect the validity of any other provision. The parties Intend for Nhe
remaining unaffected provisions to remain In toll force and effect
(b) Customer shall not assign this Agreement or the license to the Software without the prior mitten consent of Kronos and any purported
assignment, witinoul such consent. shalt be void,
(c) Neither Party shall be responsible for arty failure to perform or delay In performing any of Its obligations under this Agreement (other than a
failure to comply with payment obligations) Where and to the extent that such failure or delay results from an unforeseeable event beyond a parry's
reasonable oonhM, Including but not unrifled to, acts of war, ads of nature; earthquake; flood; embargo; riot sabotage; labor shortage or dispute.
changes In government codes, ordlinan es, laws, rules, regulations or restrictions; failure of the Internet; terrorist acts; failure of data, products or
services oontrnlled by any third party, Including the providers of communications or network services; utility power Failure; material shortages or
unavailability or other decay in delfv" not resulting from the responsible party's failure to tknely place orders therefor, or tack of at decay In
transportation (each a'Force Maleure Event*),
(d) AN notices givers under this Agreement shai be In writing and sent postage pre -paid, If to Kronos, to the Kronor address on the Order Form, or
It to Customer, to the billing address on the Order Form.
(a) The section headings herein are provided for owwenlence only and have no substantive effect an the conshxf}on of this Agreement.
(f) The parries agree that the Order signed by both parties and expressly reference this Agreement, which is delivered via fax or elactronfcatiy
delivered via ernall It shalt constitute a valid and enforceable agreement
(g) This Agreement and any Information expressly incorporated herein (Ind Wing information contained In any referenced URL), together with the
applicable Outer Form, constitute the entire agreement between the parties for the products and services described herein and supersede all prior
or contemporaneous representations, nego0affons4 or other communications between the parties relating to the subject matter of this Agreement.
This Agreement may be amended only In writing *ned by authorized representatives of both parties. Customer understands and acknowledges
that while Kaunas may disclose to customers certain confidential Information regarding general product development dtrecUon, potentW future
products ardlor product anhancements under consideration, Customer is not entitled to any products or product enhancements adw than those
eanialned on lire Order Form. Customer has not relied on the avaElablilty of any future version of the Software or Equipment Identified on an Order
Form, nor any other future product in executing this Agreement
(h) Use, duplication, or disclosure by the United States Government is subject to resblctions as set forth In subparagraph (c) (1) (5) of the Rights In
Ta&nicaf Data and Computer Software clause at OFARS 252.227-7013, or subparagraph (cx1 K2) of the Commercial Computer Software
Restricted Rights clause at FAR 5ZW-19, as appficab Manufdc"er/dm buknr is Kronor Incorporated, 297 Billerica Road, Chelmsford, MA.
(i) The Most Enterprise Middleware components embedded In the Software are "act 0 life End User License Agreement found at
h#:hl'111cn�mtadhar.c�mlHcensesln,�ss eula.htmi.
()} Customer may pay an Invoice by credit card If the amount is not greater than $50.000.00.
SECTION 9
TERMS AND CONDITIONS FOR SOFTWARE LICENSE$, SOFTWARE AND EQUIPMENT SUPPORT SERVFCEB,
AND EDUCATIONAL AND PROFESSIONAL SERYIC9S
This Seclfon B applies to Software licensed, Equipment purchased, support services for Software and Equipment, and educatkmal and
professional services. when such Items are Identified on the Order which expressly references this Agreement.
1. PAYMENT AND DELIVERY
Unless offierwise set forth in this Agreement, payment terms are Indkated an the Order Form or other contemporaneous ordering document
containing product-specatia payment [arms signed by the parties. Delivery terms are as stated on the Order Form Krows WK invoice
Customer for products upon Delivery, Unless otherwise sat forth on the Order Form, Professional and Educational Services are provided on a
time and maledals basis, invoiced monthly as rendorW.
2. GENERAL LICENSE TERMS
Kronos owns or has the right to license the Software. The Software and Software documentation are confidential and may not be disclosed to a
third party without Kronos' written consent. The Software contains praprfetary trade secret technology, Unauthorized use and copying of such
Software Is prohibited by law, Including united States and foreign copyright law. The price Customer pays for a copy of the Software constitutes a
license fee that entities Customer to use the Software as set forth below. Kmnos grants to Customer a non-exclusive, noritransferabta, perpetual
(except as provided herein) license to use the Software. This license may be terminated by irons by written notice to Customer upon any
material breach of this Agreement by Customer wNdh remains unaued fora period of thinly (30) days after such written ranee from Kmnos. Upon
such lermination of this license by Kronos, Customer will have no ftrihe dghl to use the Software and will return the Software media to Kronos and
destroy all copies of the Software (and related documentation) In Customers possession or control. This license Is subject to all of the terms of this
Section B.
3. FEE BASED LIWITATIONS
Customer moognlzes and agrees that the license to use the Software is limited, based uporh the amount of the license fee paid by Customer.
U mltallorm, which are set forth on the Order Form, may Include the number of employees, simultaneous or active users, Software product
modules, Software features, Computer model and serial number and partition, and/or the number of telephone Imes or terminals to which the
Software is perrniifed to be connected. Customer agrees to:1) use the Software only for the number of employees, simultaneous or active users,
computer model, partition and serial number, andlar terminals permitted by the applicable ticenss fee; hi) use only the product modules and/or
features permitted by the applicable license fees; and III) use the Software only in support of Customer's own business, Customer agrees not to
Increase the numberof employees. simultaneous or active users, partI fors, terminals, products modules, features, or to upgrade the model, as
applcable, unless and until Customer pays the applicable fee for such fnmmefupgrade. Customer may not reficermse or sublicense the Software
to, or otherwise permit use of the Software (Inducting timesharing or networking use) by any third party, Customer may not provide service bureau
or other data processing swipes that make use of the Software without the express prior written consent of Kronos.
4, OBJECT CODE ONLY
Customer may use the computer programs Included In the Software (the -Pmgrarns') to object code form only, and shall not reverse compile,
disassemble or otherwise convert the Pnvrams into uncomplled or unassembled code. The Programs Include components owned by third
parties. Such third party components are deemed to be Software subject to this Section B. Customer shall not use any of the Programs (or the
data modals therein) except solely as part of and in cwnectfon with the Software and as described In the published documentation for such
Software.
5, PERMrfTLED COPIES
Customer may copy the Programs as reasonably necessary to load and execute the Programs and for backup and disaster recovery and testing
purposes only, except for additional copies of the Teietimme Software and the Kronos ISarlas (which most be licensed separately). All copies of the
Programs or any part thereof, whether In printed cw machine readable form and whether on storage media or otherwise, are subject to all the
terms of Iris license, and all copies of the Programs or any part of the Programs shall Include the copyright and proprietary rights notices
contained In the Programs as delivered to the Customer.
C UPDATIES
In the avant that Kronos supp4as Service Packs, Point releases and Major Releases (Including legislative updates fi available) of the Software
(collectively referred to as `Updates"), such Updates shall be part of the Software and the provisions of this license shall apply to such Updates
and to the software as modified thereby,
T. ACCEPTANCE
For Customer's initial purchase of each Equipment and Software product Kmnos shall provide an acceptance test period (the "Test Period") that
commences upon Installation. Installation shot be defined as: a,) the Equipment, if any, Is mounted; b.) the Software Is Installed on Customer's
server(s); and c.) implementation team training. If any, Is complete. Curing the Test Period, Customer shall determine whether the Equipment and
Software meet the Kmr*s published electrimlo documentation, fSpecficallons").
The Test period shall be for 30 days, If Customer has not given Kronos a mitten defidertay statement specifying how the Equipment or Software
falls to meet the Specifications ('Defhclency Statemen') within the Test Period, the Equipment and Software shall be deemed aocepied. If Customer
provides a Deficiency Statement wwlthia the Test Period, Kmnos shall have 30 days to correct the deficency, and Customer shall have an
additional Sri days to evaluate the Equipment and Software. If the Equipment or Software does not meet the Specifications at the end of the
second 30 day period, either Customer or Krortos may terminate this AgreemenL Upon any such termination, Customer shall return at Eq*ment
and Software (and related doeumentallon) to Kronos, and Kronos shalt refund any monies paid by Customer to Kronos for the returned Equipment
and Software. Neither party shall then have any further liability to the other for the products that rwom the subject of the Acceptance Test,
8. LIMITED WARRANTY
Kronos warrants that at Kronos Equipment and Software media shall be free from defects In materials and workmanship, for a period of ninety
(00) days from Delivery. In the event of a breach of this warranty, Customer's remedy shell be Kronos' repair or replacement of the deficlaht
Equipment ancilor Software media, at Kronos' option, provided that Cuslomers use, Installation and maintenance Thereof have cordbrmed to the
Spedfl=Wns, This warranty is extended to Customer only and shall not apply to any Equipment (or parts thereof) or Softwam media In the event
oF.
(a) damage, defects or malfum-flans resulting from misuse, accident, neglect tampering, (Including moxdiflcaUm or replacement of any
Krorlos components on any boards supplied with the Equipment), unusual physical or electrical stress or causes other than normal and Intended
use;
(b) falture of Customer to provide and maintain a suitable installatfoon environment, as specified In the Spedflcatlons; or
(c) malfunct[ons resulting from the use of badges or supplies not approved by Kronos.
When using and applying the Infarmation generated by Kronos products, Customer Is responsible for ensuring that Customer compiles witty
requirements of federal and state law where applicable. If Customer Is licensing Workforce Payroll Software or Workforce Absence Management
Software: (1) Customer Is solely responsible for fhe content and accuracy of all reports and documents prepared In whole or in part by using such
Software, (11) using such Software does not release customer of any profess" obligation concerning the preparation and review of such reports
and documents, (111) Customer does not rely upon Kronos, Best Software, Inc. or such Solimfe for any advice or guidance regarding oompilance
with federal (and state laws where applicable) or the appropriate tax treatment of items reflected on such reports or documents, and (Iv) Customer
will review any calculations made by using such Software and satisfy, Itself that those cafcrtatlons are correct.
8. PROFFESIVIONAL AitO EDUCA17ONAL SERVICES
(a) ENGAGEMENTS
Unless otherwise Indicated on the Order. Professlomf and Educational Services ('Professlanat Services") shall be provided on a lime and material
basis and described in a statement of work. If a dollar limit is stated in the Order Form or any associated statement of %wk rSOM. the limit
shall be deemed an asilmate for Customer's budgeting and Kronor' resource scheduling purposes. Auer the dollar limit is expertded, Kronos will
continue to provide Pmfesslonal Services on a time and materials basis, if a Change Order or Schedule of Services for continuation of the
Professional Services Is signed by the parties,
(b) WARRANTY
Kronas warrants that aM professional and educational services performed under this Agreement shell be performed in a professional and
competent manner. In the event that Krorm breathes this warranty. and Customer so notifies Kronos w ithhin 30 days of receipt of Invoice for the
applicable services, the Customers remedy and Kronos' Ilablity shall be to re -perform the services which were deficient in a manner so as to
eorform to the foregoing warranty, at no additional cost to Customer.
(c) KRONOS PROFESSIONALIEaUCATIONAL SERVICES POLICIES
Kronos' them-axrent ProfesslonaflEducaUonal Services Policies sNU apply to all Professional and/or Educational services purchased under the
applicable SOW and may be accessed at I Professional Services
Policies'). In the event of a conflict between the Professional Services Policies and this Agreement, the terms of this Agreement shalt prevati.
10. SOFTWARE SUPPORT SERVICES
The following terms and c ardltions shall govern the Software support services provided by Kronos to Customer.
10.1 SUPPORT OPTIONS
Customer may soled from the following Software support purchase options; Gold (or Gold Plus) and Platinum (or Platinum Plus) support ("Service
Type'), each providing different service coverage periods arWorservice offerings, as spedfled herein (`Service Offerings`) and In the Kronds
Support Service Policies (defined below). Customer must purchase the same Serviaa Type for all of the Software specified on the Order Form,
(however, if Customer Is purchasing support services for Vlslonware Software, Customer may only purchase Cold Service Type for the
Visiomrara Software). Ail Updates shall be provided via remote access.
10.2 TERM OF SOFTWARE SUPPORT
Unless otheriMse Indicated on the Order Form. support service shall commence on tha Software Delivery date and shall continua for an initial term
of one (1) year. Support service may be raneomd for additional one (1) year temps on the anniversary date of Its commencement date by mutual
wsftten agreement of the parties or by Kronos sending Customer an invoice for the applicable renewal term and Customer paying such invoice
prior the commencement of such renewal tarn. After the one year Initial term of this Agreement, the Service Offerings provided and the Service
Coverage period are subject to change by Kronos with sixty (60) days advance written notice to Customer. For the Initial two (2) renewal years the
annual support fee, for the same products and service type, wtli not increase by more than 4% over the prior year's annual support fee,
10.3 GOLD SERVICE OFFERINGS
Customer shall be entitled to receive:
(I) Updates for the Software (not Including any Software for which Kronos charges a separate license fee). provided that Customer's operating
system and equipment meet minimum system configuration requirements. as reasonabty determined by Kronos. It Customer requests Kronos to
Install such Updates m to provide retraining, Customer agrees to pay Kronos for such installation or retraining at Kronos' pricing set forth In this
Agreement.
(it) Telephone and/or electronic access to the Kronos Global Support Center for the logging of requests for service during the Service Coverage
Period. The Service Coverage Period for the Gold Service Offering is 0.00 a.m. to 8:00 p.m., local tine, Monday ftwgh Friday, excluding Kronos
holidays.
(ill) Web -based support Including access to Software documentation, FACI's, access to Knmos knowledge base, Customer forums, and a -case
management, Such offerings are subject to modikcallon by Kronos. Current offerings can be found at hitp:EWow.tuonos,"1se1ykAs1surrmart-
service�.360x .
(Iv) Weh-based remote diagnostic technical assistance w Nch may be uUlized by Kronos to resolve Software functional problems and user
problems during the Servke Coverage Period.
(v) Access to specialized content as and when made available by Kronos such as technical advisories, learning quick Ups, brown bag seminars,
technical Insider Ups, SHRM a-Leaming, HR Payroll Answerforce and service rase studies.
10.4 PLATINUM AND PLUS SERVICE OFFERINGS,
Platinum: In addition to the Service Offerings specified for the Gold Service Offering above, tihe Service Coverage Perlad for the Platinum Service
Offering Is 24 hours a day, seven days a week, 30 days a year.
Plus option: In addition to the Service Offerings specified for the Gold Service Offering above, Customers purchasing the Plus option shall receive
the services of a dedicated, but not exclusive, Krorws Technical Account Manager ("TAM") for one production Instance of the Software.
Customers purchasing the Gold -Plus option shall designate up to one primary and one secondary backup technical contacts (" Technical
Contacts') to be the We contacts with the TAM, while Customers purdming the Ptallnum-Plus option shall designate up to two primary and three
secondary backup Technical Contacts. Upon request, Customer may designate odditional andlor backup Technical Contacts. Customer is
required to place all primary Technical Contacts through Kronos product training for the Software covered under this Section B at Customer's
expense.
Customers purchasing the Platinum -Plus option shaft also receive a one day per year visit to be performed at the Customer location Where the
Software Is installed. Durng fhfs onsite visit. loons shaft work with Customer to Identify ways to help Customer Increase functionality or maximize
utilization of the Software Jn Cuslorne s; specific environment. Customer must be utilIzing the then -current verston of the 5ofware.
10.5 PAYMENT
Customer sthatl pay aruwal support charges for the InU term In accordance with the payment terms on lire Order Form and for any renewal term
upon receipt of invoice. Customer shall pay additional suppalt doges. if any, and time and material charges upon receipt of invoice
10.6 ADDITION OF SOFTWARE
Additional Software purchased by Customer as per the ordering procedure set out In the agreement during the initial or any renewal term shalt be
added to She Support Services at the same support option as the then current Software support coverage In place under these terms. Customer
agrees to pay the charges for such addition as per the Order.
10.7 RESPONSIBILITIES OF CUSTOMER
Customer agrees (1) to provide Kronos personnel with full, free and safe access to Software for purposes of support, Including use of Krona'
standard remote access technology, If required; (II) to malntaln and operate the Software in an environment and according to procedures which
conform to the Specifications; and (111) not to allow support of the Software by anyone other than Kronos without prior written authorization from
Krona. Failure to utilize Kmnos' remote access technology may delay Kronor' response andlor resolution to Customer's reported Software
problem. If Customer requires the use of a specific remote access technology not specified by Krorws, than Customer must purchase the Plus
option to receive support and provide Kronos personnel with fug, free and safe access to the remote access hardware and/or softwaro.
10.0 DEFAULT
Customer shall have the right to terminate Kronos support services in the event that Kronos Is in breach of the support services warranty set forth
below and such breach Is not cured within fifteen (15) days after written notice specifying the nature of the breach. In the event of such
termination, Kmnos shall refund to Customer on a pro•rata basis those prepaid annual support fees associated with the unused portion of the
support term. Kronos reserves tha right to terminate or suspend support service In the event the Customer is in default under ft Agteement with
Kronos and such default Is rot corrected within fifteen (15) days after written notice, In addition, the support services Wit terminate and ail charges due
hereunder will become Immediately due and payable In the event that Customer caries to do business as a going concern or has its assets
assigned by taw.
10.9 WARRANTY
Krortos warrants that all support services shaft be performed In a professional and competent manner.
11. EQUIPMENT SUPPORT SERVICES
The following tarts and conditions shall govern the equipment support services provided by Krona to Customer.
Kronor and Customer hereby agree that Kmras shall provide depot equipment repair support services ('Depot Support Service ) for Customer's
Kronos Equipment ("Product(s)') specified on an Order Form to and from kxalbns Within the United Stales and Puerto Rico pursuant to the
following terms and conditions:
11.1 TERM
Equipment Support Services for the Prnduct(s) have a tern of one (1) year commencing upon the expiration of the applicable warranty period, as
specified in this Section 8 . Equipment Support Services can be w4ended for additional one year terms on the anniversary of its commencement
date ("Renewal Dale") by mutual written agreement of the parties or by Kmnos sending Customer an invoice for the applicable renewal term and
Customer paying such invoice prior the commencement of such renewal tern. For the instal two (2) renewal years the annual support tea, for the
same products and service type, will not increase by more than 4%over the prior year's annual support fee to the extent consistent With the
pricing set forth wxW the Agreement.
11.2 PAYMENT
Customer agrees to pay the Support Charges for the initial term as set forth on the Omer Form for each Product listed. Customer agrees that all
Products of the same type that are owned by the Customer, including without Imitation Customer's 'Spare Products" (as defined below), Wit be
subject to this Agreement. Customer agrees that It Customer purchases, during the terra of this Agreement, any Products of the same We as
those specified on an Order Form, such additional Products shag be subject to this Agreement. Customer agrees to pay a prorated tee for such
additional Products and agrees to pay the full annual fee for such additional Products, upon die renewal date.
Kronos will Invoice Customer for the annual Support Charges each year In advance of the Renewal Date. Customer will pay Kmnos within thirty
(30) days of receipt of Invoice.
111.3 DEPOT SUPPORT SERVICE DESCRIPTION
Upon the failure of installed Equipment, Customer shall notify Kwos of such failure and Kronos Waif provide remote fault Isolation at the FRU
(Field Replacement unit) or subassembly level and attempt to resolve the problem. Those failures determined by Kronos to be Equipment related
shall be dispatched to a Kronor Depot Repair Center, and Customer wilt be provided With a Retum Material Authorization Number (RMA) for the
failed Equipment If Customer is to return the tolled Equipment to Kmnos, as reasonably determined by Krortos. Customer must return the tolled
Equipment with the supplied RMA number. flours of opevallon, locations and outer Information related to Kronor' depot Repair Centers are
available upon request and can be found athttps:/Icustomer.kmms.camtcontacUrantact•phone,aspx and are subject to change. Return and repair
procedures for rafted Equipment shall be provided based on the Depot option - Depot Exchange or Depot Repair - selected by Customer on the
applicable Order Form and as spedpad herein and In Irronos' du current Support Services Policies. Service packs for the Equipment (as
described in subsection (b) below) are included in both Depot Exchange and Depot Repair Support Services.
(1) Depot Exchange: Kronos will provide a replacement for the failed Equipment at the FRU or subassembly level on an "advanced exchange"
basis, utlfb tg a carrier of Kranos' duke. Replacement Equipment will be shipped the same day, for delivery to Customer's location as further
described In the Support Policies. REPLACEMENT EQUIPMENT MAY BE NEW OR RECONDITIONED, Customer shall specify the address to
wttidt the Equipment Is to be shipped. Ail shipments whit include the Kramm provided RMA designaft the applicable Krona Depot Repair
Center. as the radplent Customer, upon recelpt of the replacement Equipment from Kronos, shall package the defective Equipment In the
materials provided by Kronor, with the RMA supplied and promptly retum failed Equipment directly to Kranos.
(H) Vepof Repair Upon failure of installed Equipment, Customer shad Install a Spare Product to replace the failed Equipment. Customer shall then
return the failed Equipment, with the "[red RMA, to the applicable Kronos Depot Repair tenter. Customer shall make reasonable efforts to
return the failed Equipment using the same or substantially similar packing materials In which the original Equipment was sent. Customer shall
also specify the address to which the repaired Equipment should be return shipped. Upon receipt of the failed Equipment, Kronos shall repair the
filled Equipment and strip it, within ten (10) business days after receipt, to Customer. Kronor shall ship the repaired Equipmenl by regular surface
transportation to Customer.
Kronos warrants that all repairs performed under the Agreement shall be performed in a professional and competent manner. In the event of a
breach of this warranty, the exclusive remedy of Customer rand sole liability of Kronos shall be replacement of the repalred Equipment
11.4 EQUIPMENT SERVICE PACK SUPPORT SERVICE DESCRIPTION
If Customer purchase the Equipment service packs support, Kronos manufactured terminals specified on an Order, Customer shall be entitled to
receive.,
(1) Service packs for the EgUipmerd (which may contain system software updates, firmware updates, security updates, and feature
enhancements) available for download at Kronos' customer portal; and
(ill) Access to the Kronos Support Services Center for the kngging of requests for assistance downloading service packs for the Equipment
Service packs for the Equipment arc not installed by the Kronos Depot Repair Center but are available for download at Kroras' customer portal,
provided Customer Is maintaining the Equipment under an annuat Equipment Support Servloes plan with Knms.
Kronos warrants that all service packs and firmware updates provided under this Agreement shalt malsdally perform In accordance with the
Kmnos published specifications for a pedod of ninety (90) days after download by Customer. in the avant of a breach of this warranty, Customer's
exclusive remedy shall be Kronos' repair or replacement of the darkdent service pack(s) or firmware update(s), at Kronos' option, provided that
Customer's use, installation and maintenance thereof have conformed to the spedReatons.
11.5 RESPONSIBILITIES OF CUSTOMER
Customer agrees that It shall return Palled Products prompliy as the failures occur and that It shall not hold failed Products and send faHad Product
to Kronor in "belches" which shall result In a conger turnaround time and surnftarga to Customer. In addition, Customer agrees to;
(a) Maintain the Products in an environment conforming to Kronos' publlshed specifications for such Products:
(b) De -install all failed Products and Install all replacement Products In aocordance with Krortas' published Inst0aton guidelines;
(c) Ensure that the Product(s) are returned to Kmnos properly packagad; and
(d) Obtain an RMA before returning any Product to Kronos and place the RMA clearly and conspicuously on the outside of the shipping page.
Customer may only return the spedfrc Product authorized by Kmnos when Issuing the RMA,.
11.0 SUPPORT EXCLUSItM
Depot Support Service does not Include the replacement of'consumables". In additiont, Depot Support Service does not hrKlade the repair of
damages, and Customer will not attempt to retum damaged Product, resulting from:
(a) Any cause external to the Products including, but not [knifed to. electrical work, tire, good, water, wind, lightning, transportation, or any act of
(Cod;
(b) Customer's failure to continually pmvlde a suitable lnsfaraton environment (as Indlcaled In Kronos' published Installation guidelines) indxding,
tort not limited to, adequate electrical power;
(c) Customers Improper use, rerlocation, packaging, refinishing, management or supervision of the Produd(s) or other failure to use Products In
accordance with Kranos' published specifications;
(d) Customer's use of the Products for purposes other than those for which they are designed or the use of accessories or supplies not approved
by Kronos;
(e) Government Imposed sanctions, rules, regulations or laws preventing the shipment of the Products; or
(1) Customer's repair, attempted repair or modlfk allan of the Products.
Professional services provided by Kronos in connection with the Installation of any Software or firmware upgrades, If available, and if requested by
Customer, are not covered by Depot Support Services. Firmware (Including equipment service packs) which may be avallairte to resolve a
Product issue is not installed by the Icons Depot Repair Center but Is available for download at Kronos' customer web site provided Customer Is
maintaining tine Product under an annual Depot Support Services plan with Kronas.
11.1 WARRANTY
(a) Depot Repair and Exchange warranty: Kronas warrants that all repairs performed under this Section 8 shall be performed In a proferssion al
and competent manner.
(b) Services Pack support Warranty: Krona warrants that all service packs and firmware updates provided under this Section 8 shall materially
perform hi accordance with true Kmnos published specifications for a period of ninety (90) days afterdowtioad by Customer. In the event of a
breach of this warranty, Customer's remedy shall W Kronos' repair or replacement of the deficient service pack($) or firmware update(s), at Kronos'
option, provided that Customer's use, Installalon and maintenance thereof have conformed to the specifications.
11.0 LIMfTATiON OF REMEDIES
To the extent permitted by law, the remedy of Customer and liability of Krones stnaM be replacement of the repaired ProducL
12. KRONOS SUPPORT SERVICE POLICIES
Kronce' then-cummt Support 5ervfoes Policies shah apply to al Support Services purchased and may be accessed at:
('Support Policies'). In the event of a conflict between the Support Policies and this
Agreement, the terms of this Agreement shall prevalt.
13. FIRMWARE
Customer may not download firmware updates for the lions Equipment unless Customer Is maintaining such Equipment under a support plan
with Kronos. If Customer Is not maintaining the Equipment under a support plan with Kronos, Kr000s shall have the rtghl to verity Customer's
Kronos Equipment to determine if Customer has downloaded any firmware to which Customer is not entitled.
14. TRAJNtNG POINTS
Training Points which are purchated by Customer may be redeemed for an equivalent value of Instructor -led trahing sessions offered by Kronos.
Available Instructor -led sessions are listed at hftoJ/"omen r.Kranas.corrt and each session has the Training Paints value indkated. Training
Points are Invoiced when used by the Customer. Points may be redeemed at any time Wthin 12 months of the date of the applicable Order Form.
at %Nch time they shall expire. Training Points may not be exchanged for other Kronos products andlar services.
15. KNOWLEDGEPASS EDUCATION SUBSCRIPTION:
The parties hereby agree that the following terms shall apply to Customers purchase of the Kronos KnowledgePass Education Subscription only,
if specified on the, Order Form:
Scope: The KnowledgePass Education Subscription Is available to customers who are 5--ami ig Kronos' Workforce Central and Mertes
Timekeeper Software products and ulna are mahrtaainEng such products under a support plan with Kronos. The KnawledgePass Education
Subscription provides access via the intemet to cetfain educational offerings provided by Krorws (the 1(rowtadgePass Content'), Irrduding;
Product and upgrade Information ky project teams and end users
Hands -out Interactive Instruction on common tasks
Self"ced tutorials covering a range of topics
Job aids
Knowledge assessment and reporting tools to measure prm,7ress
Webinars
Tenn of Subscription: The annual KnowledgePass; Education Subscription shall nun co-lermlrrousiy with Customer's Software Support, and sl>inll
renew for additional one (1) year terms provided Customer renews Its KnowledgePass Education Subscription as pmvkfed belay.
Payment; Customer shall pay the annual subsrafption charge for the Initial term of the KnowledgePass Education Subscription in accordance with
the payment terms on the Order Form. Koons will send Customer a renewal hivaica for renewal of the Knowledgwass Education Subscription at
least forty five (45) days prior to expiration of the than current term. KnowledgePass Education Subscription shall renew for an additional one (1) yew
term If Customer pays such invoke before the end of the Wilal term or any renewal term.
The KnowiedgePass Subscription Is available when the Customer subscribe on annual basis.
Limitations- Customer recognizes and agrees that the KnowledgePass Content Is oopyrighted by Kronos. Customer Is permitted to make copies of
the KnowledgePass Content provided In'pdf form solely for Customer's Internal use and may not disc ase such KnowlecigePass Content to any
third party other than Customer's employees. Customer may not edit, modify, revise, amend. change, alter, customize or vary the KnowledgePass
Content without the written tonsent of Kronos, provided that Customer may download and modify contents of Training Kits solely for Customer's
Internal use.
Traln-the-Tralner Program (TM: Certification under the Train-the-Tralner Program Is valid only for the point release of the Software for which the,
`ITT Program is fatten, and covers only the Custaner employee who oompletes the TT'T Program.
16, INl1E10INIFiCATtON
irons agrws to indemnify Customer and to hold It harmless from and against any and all claims, costs, fees and expenses (including
reasonable legal (ees) relating to actual or affeced Infringement of United States or Canadian patents or capydghts asserted against Customer by
virtue of Customer's use of the software as delivered and maintained by Kronos, provided hat 1) Kronos Is given prompt written notice of any such
claim and has sole control over the Investigation, preparation, defense and settlement of such claim: and, If) Customer reasonably cooperates with
Kronos In connection with the foregoing and provides Kronos with at information In Customer's possession related to such claim and any further
assistance as reasonably requested by Kronos. Kronos will have no obligation to Indemnify Customer to the extent any such Balm Is !rased on the
use of the Software with software or equipment not supplied by Kronos. Should any or all of the Software as delivered and maintained by Kronos
become. or fn Krones' reasonable opinion be likely to became, the subject of any such claim. Kronos may at itd optlow 1) prowls for Customer the
fight to continue to use the affected Software as contemplated hereunder; Id) replace or modify the affected Software to make Its use non -
infringing: or iti) stnotrld such options not be available at reasonable expense, terminate this Agreement with respect to the affected Software upon
thirty (30) days prior wffften notice to Customer. In such event of termination, Customer shall be entitled to a pro-rata refund of all fees paid to
Kronos for the affected Software, which refund shah be cakutated using a five year straight -tine depreciation commencing with the date of fhe
relevant Order. Additionally, Kronos agrees to be Ilabte far tangible property damage at personal Injury caused solely by the negligence or willful
misconduct of (is employees.
11. LIMMATION OF LIABILITY
CUSTOMER'S EXCLUSIVE REMEDIES AND KRONOS' SOLE LIABILITY FOR ANY KRONOS BREACH OF THIS AGREEMENT ARE
EXPRESSLY STATED HEREIN. EXCEPT AS PROVIDED IN THIS AGREEMENT, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED,
EXCEPT FOR 1) KRONOT INDEMNIFICATiON OBLIGATIONS SET FORTH IN ARTICLE 16 ABOVE; (Il) CUSTOMER'S CLAIMS FOR
TANGIBLE PROPERTY DAMAGE OR PERSONAL INJURY TO THE EXTENT CAUSED BY THE NEGLIGENCE OR WILLFUL MISCONDUCT
OF THE OTHER PARTY'S EMPLOYEES, IN NO EVENT SHALL KRONOS' OR ITS PARENTS`, SUBSIDIARIES', AFFILIATES', OR THIRia
PARTY LICENSOR'S LIABILITY TO A CUSTOMER HOWSOEVER CAUSED, EXCEED THE VALUE OF THE ORDER WHICH GIVES RISE TO
THE CLAIM, AND IN NO EVENT WILL KRONOS OR ITS PARENTS, SUBSIDIAMES AFFILIATES OR THIRD PARTY LICENSORS BE LIABLE
FOR LOST PROFITS, LOST DATA OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT
WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT OR THE EXISTENCE, FURNISHING, FUNCTIONING OR
CUSTOMER'S SPECIFIC USE OF, OR INABILITY TO SO USE, ANY EQUIPMENT, SOFTWARE OR SERVICES PROVIDED FOR IN THIS
AGREEMENT.
SECTION C
CLOUT} APPLICATION HOSTING
SUPPLEMENTAL TERMS AND CONDITIONS
There terms and conditions apply to the cloud services which are Identified in the Pricing as the Cloud 2 in the
Priceiist Name.
These Application Hosting Supplemental Terms and Conditions are applicable for hosting servk:es ordered by Customer for Kronor Software
licensed under Section B of this Agreement
1. DEFINITIONS
"Appilcation(s)" means those Kronor software applicatktns sat forth In the Cloud Hostirrg SSS which are made accessible for Customer to use
under the terms of this Addendum.
"Application Hosting Program" or "Program" means p) acum;slbIlity to the Appikcations. by means of access to the password protected
customer area of the Kronos hosting anvironment and (9) all Hosting Related 5erv)ces.
"Content" means all content Customer, or others acttng on behaB of or through Customer, poste or otherwise Inputs Into the Program, lrx*Afng
but not limited to Information, data (such as payroll data, vacation time, and hours worked), designs, knew -how, logos, text, multimedia images
(e.g. graphics, audlo and video files), compilations, software programs, third party software, applications. or other materials, or any other
Customer content shared or processed on equipment under Ute oontrol of Kronos.
"Hosting Related Services" means certain services set forth in a Services Scope Statement (SSS) containing hosted related swvlces (the
"Cloud Hosting SSS"), such as frosting infrastructure, equipment, bandwidth, server monitoring, backup services, reporting services, storage
area network (SAN) services, lead balancing services, security services, system administration, connectivity services. perfonmance tuning, service
pack Installalton and all professional and/or Cloud Services and maintenance services related to hosting.
„Initial Tenn" means Ifre initial term of the Program as set forth In the applicable Cloud Hosting SSS.
"Internal Use" means the use of the Program: p) by Customer's personnel solely for Customer's internal business purposes and (0) by any
autitaized employee, agent or contractor of Customer to process inforrrration relating to Customers employees assigned to, or potential
employees of, Customer's authorized business untt(s), solely for the internal business purposes of such business unit(s).
"Monthly Service Fee(s)" means the monthly fees described In the Cloud Hosting SSS and set forth on the applicable Order From„
'Order Form' mearts the order request form supplied by Kmnos and signed by the Parties that his the fees for the elements of Customer's
particular Program.
"Personally identMable data" means Information concerning Individually lderilfflable employees of Customer that Is protected against disc losura
under applicable law or regulation.
"Production Fmlronment" means a permanent environment establlshed for rite daily use and malniamnce of Hie ApplIcadws In a live
environment throughout the term of a Program.
"Service Description" means the detailed service dasatption (Including any supplementary service terms) specified in the Cloud Hosting SSS
which sets forth the specdfc Program to be provided to the Customer.
*SLA(s)' means a service level agreement uttered by Kronos for the Production Environment and attached to this Section C as 9hlbli _A which
contains trey service level standards and commitments that apply to the Program as detailed in the Service Description.
"S1i.A Credit" means the cmdll calculated In accordance with the SIA and offered by Kmnos in the event of outages, Interruptions or deficiencies
In the delivery of the Program that result In a failure to meet the terms of the applfcattle SLA.
"Supplier" means any contractor, subcontrador or licensor of Kfonos providing software, equipment and/or services to Kronos which are
incorpotaled Into or otherwise related to the Program.
"Temporary Environment" means a transient database anvbtorarrent created to serve limited purposes for a Ilmlled time period, and identified in
the applicable Cloud Hosting SSS as a Temporary Environment,
2. CLOUD HOSTING SERVICES SCOPE STATEMENT
The description of the particular Program ordered by the Customer. the Program term, the Monthly Service Fee rates, and other fees. If any,
applicable is the Program are described in the applicable Cloud Hosting SSS and Order Form. Kronor will not change the Monthy Service Fee
rates it charges for Customer's existing Program, or the SLA, during the Initial Term, Kroncs may change such Monthly Service Fee rates or the
associated SLA for a renewal term of the particular Program by notifying Customer at least sixty (60) days prior to the exptrat on of the them
current terry. SLAs are only available in a Production Envlrormtent. finless the Cloud Hosting SSS Indicates that the Program Is to be
implemented In a Temporary Environment, the Program wig be deemed to be Implemented In a Production Environment,
3. AUTHORiZED USE
Customer shall take all reasonable steps to ensure that no unaulborized parsons have access to the Program, and to ensure that no persons
authorized to have such access shall take any action that would be In violation of ibis Section C.
10
4. MAINTENANCE ACCESS
If Kronos, its SWpfiers, or the local access provider, as applicable, requires access to Customer sites in order to maintain or repair the Program,
Customer shall cooperate In a timely mariner and reasonably provide such access and assistance as necessary. As part of Kronos' support
services, Koons will make updates to the Appheations available to Customer at no charge as they are released generally to Kronos' customers.
Customer agrees to receive those updates automatically as part of the Program. Customer may be required to purchase additional Hosting
Related Services to address infrastructure requirements as released by Kronos for a new version of a particular Application.
5. CUSTOMER REPRESENTATIONS AND WARRANTIES; CUSTOMER 013LIGATIONS
5A Customer represents and warrants to Kronos that it has the right to publish and disclose Customers Content In the Program.
5.2 Customer reptesenss and warrants to Kronor that Cuslomer's Content will not: (a) Infringe or violate any U*d-party right, Including (but not
limited to) Intellectual properly, privacy, or pc"icdty rights, (b) be abusive, profane, or offensive to a ressonabler person; or (c) be hatefuf or
threaten(N.
U Customer will, at its own cost and expense, provide all end user equipment, operating systems, and software (Including a web browser) not
provided by Kronos and needed to access and use the Program. Customer will also provide, at Its own cost and expense, all connections from Its
computer systems to the Program, which shal Include an related costs associated with Customer accessing the Program, unless such
connectivity services are purchased from Kmnos as indicated on the Cloud Hosting SSS and Order Form.
5.4 Customer shall not, and shall not pemmft any person or entity under Customers direct or Indirect control to: (a) recirculate, republish,
distribute or otherwise provide across to the Program to any third party; (b) use the Program on a service bureau, time sharing or any almaw
basks, or for the benefit of any other person or entity: (c) alter, enhance or make derivative works of the Program; (d) reverse engineer, reverse
assemble or decompble, or otherwise attempt to derive source code frown, the Program or any software components of the Program, (e) use, or
atfow the use of, the Program In contravention of any applicable law, or rides or regulations of regulatory or administrative organlzadons: (f)
Introduce Into the Program arty virus w other code or routine Intended to disrupt or damage the Program, alter, damage, dekete, retrieve or record
Information about the Program or [is users; or, (g) otherwise act In a fraudulent. malicious or neegl€gent manner when using the Program.
S. CONNECTIVITY AND ACCESS
&I Customer acknowledges that Customer shall (a) be responsible for securing, paying for, and malrrtaln€ng connectivity to the Services
Qnduding any and all related hardware, software, third party services and related equipment and components): and (b) provides Krrms and
Kronos' representatives with such physical or remote access to Customers computer and network environment as Kraros deems reasonably
necessary In order for Kronos to perform its obligations under the Agreement. Customer will make all necessary arrangements as may be
required to provide access to Customers computer and network envimrxnent if necessary for Kronor to perform Its obligations under the
Agreement. Customer agrees that Kronos may audit Customer's use of the Servkes.
►a�ii�l 1\ «l_�i1i��''�'
7.1 In consideration of the delivery of the Program, Customer shall pay Kronos the Monthly Services Fee as defined In the applicable Order
Form. The Monthly Services Fee shall begin to accrue on the date the Order Form and SSS are signed by time parties, and shall be Invoiced
annually In advance.
7.2 Afi fees payable hereunder shall be paid In United States Dollars and sent tc> the attention of Krnnoa as specified on the Invoice. Payment
terms shall be net 30 days following receipt of invoice.
7.3 SLA Credits, If any, which are due and owing to a Customer under an SLA for a particular month of the Program shall be paid by Kronos In
the month following the, month In which the SLA Credits were earned.
S. SERVICE LEVEL AGREEMENT
CUSTOMER'S SOLE AND EXCLUSIVE REMEDY IN THIS EVENT OF ANY SERVICE OUTAGE, INTERRUPTION OR DEFICIENCY OF
SERVICE(S) OR FAILURE BY KRONOS TO MEET THE TERMS OF AN APPLICABLE SLR, SHALL BE THE REMEDIES PROVIDED IN THE
SLA; PROVIDED THAT ANY REMEDIES OR CREDITS CONTAINED IN THE SLA ARE NOT AVAILABLE FOR OUTAGES, INTERRUPTIONS
OR DEFICIENCIES OCCURRING DURING ANY PERIOD IN WHICH CUSTOMER IS IN BREACH OF THIS ADDENDUM OR THE LICENSE
AGREEMENT. KRONOS DISCLAIMS ANY AND ALL OTHER LIABILITIES OR REMEDIES FOR SUCH OUTAGES, INTERRUPTIONS OR
DEFICIENCIES OF SERVICES.
9. LIMITATION OF LIABILITY
IN ADDITION TO THE LIMITAMNS SET FORTH IN THE LICENSE AGREEMENT. EXCEPT WITH RESPECT TO LIABILITY ARISING FROM
KRONOS' GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, KRONOS DISCLAIMS ANY AND ALL LIABILITY AND SERVICE CREDITS,
INCLUDING SUCH LIABILITY RELATED TO A BREACH OF SECURITY OR DISCLOSURE, RESULTING FROM ANY EXTERNALLY
INTRODUCED HARMFUL PROGRAM (INCLUDING VIRUSES, TROJAN HORSES, AND WORMS), CUSTOMER'S CONTENT OR
APPLICATIONS, THIRD PARTY UNAUTHORIZED ACCESS OF EQUIPMENT OR SOFTWARE OR SYSTEMS, OR MACHINE ERROR,
10. DATA SECURITY
10.1 As part of the Program, Kronos shall provide flocs administrative, physical, and technical safeguards for protection of the security,
confidentiality and Integrity of Customer data as described at
httoJlwow.kronor.cnminroducLsJ�mb•gfu(iop{fktarce cen[rab•saaslsecurity-
de%dpUon.asox Customer acknowledges that such safeguards endeavor to mitigate security Incidents, but such Incidents may not be mitigated
entirety or rendered harmless. Customer should consider any particular Krorws supplied security -related safeguard as just one cod to be used as pail
of Customers overall securtly strategy and not a guarantee of security. Both parties agree to cornply with all applicable privacy or data protection
statutes, rules, or regulations govennIng the respecttive actfvvidas of bibs parties under the Agreement.
10.2 As between Cuskhrrer and Krems, all Personalty Identifiable Data Is Cusomers Confidential Information and will remain the property of
Customer. Customer represents that to the best of Customer's knowledge such Personally Identifiable Data supplied to Kronos Is accurate.
Customer hereby consents to the use, processing or disclosure of Personally Identifiable Data by Kronos and Kronos' Supptlers wherever lasted only
11
for the purposes. described hereln and only to the extent such use or processing Is necessary for Kmnos to carry out Kronos' duties and
responsibilities under M Agreement or as required by law.
10.3 Prior to Initiation of Me Program and on an ongoing basis therealfer Customer agrees to provide notice to KKHms of any extraordinary privacy
or date prolection statutes, ones, or regulations which are or become applicable to Customer's Industry and which could be Imposed on Kmnos as a
result of provision of the Program. Customer will ensure that: (a) the transfer to Kronor and storage of any Personally Identifiable Data by Kmms or
KrwsW data canter Is parmttted under applicable data protection laws and regulations: and (b) Customer will obtain axxsents from h vlduals for such
transfer and storage to the extent required under applirabie laws and regulations.
11. TERM AND TERMINATION
11.4 At the expiration of the Initial Term, the applicable Program shalt automadraily renew for successive one year periods rrrhlass either party
provides notice of Its intent not to renew at least sixty (60) days prior to the expiration of the then cement letrn. Kronos may suspend or terminate
the Program upon notice In the event of any breach by Customer of this Section C If such breach is not axed within ten (10) days of the date of
Kronos' written notice. No Program Interruption shall be deemed to have occurred during, and na Program credits shall be owed for. any
authorized suspension of the Program.
11,2 Customer may terminate the Program by written notice at any time during the term of the Addendum If Kronos materially breaches any
provislon of this Addendum, and such default Is not cured within thirty (30) days after receipt of written notice from Customer. In the event of such
termination by Customer. Customer shall pay Kmnos wtihln thirty (30) days all fees then due and owing for the Program prior to the date of
tofminailon.
11.3 Customer may terminate the Program for converdence on no lass than rtinety (90) days prior written notice to Kronor.
11.4 In the event of termination of the Program by Customer for cotweNerme or by Kforms for cause during the Initial Term, Customer will pay to
Kronos any out of pocket expenses Incurred by Kronos In terrninatIng the Program plus an early termination fee based on the fdlowing
calculatlon: one (1) month of the then -current Monthly Services Fees for every twelve (12) month period (or portion thereof) remaining In the initial
Tenn. By way of example only, If Customer terminates the "ram for comenienca wfth Meen (15) months remaining In the Initial Tema,
Customer will be responsible to pay Kronos two (2) months of the applicable Monthly Services Fees.
12
EXH IBIT A
SERVICE LEVEL AGREEMENT (SLA)
Service Level Agreement The Services, in a production environment and as described in the Statement of Work (aka Servtces Scope
Statement), are provided with the service levels described in this ExhiNt A. SLAB are orgy applicable to production environments. SLAB will be
available upon Customer's signature of Krarios' do Live Acceptance Farm for Customer's production environment.
99.75% Application Availability
Actual Application Availability % _ (Monthly Minutes (MM) minus Total Minutes Not Available (TM)) multiplied by 100) and divided by Monthly
Minutes (MM), but not Including Excluded Events
Service Credit Calculation: An Outage will be deemed to commence when the Applications are unavailable to Customer In Customers
production environment hosted by Kronos and end When Kronos has restored availability of the Services. Failure to meet the 99.75% Application
Availability SLA, other Man for reasons due to an Excluded Event, will entitle Customer to a credit as follows:
Actual Application Availability %ry
as measured In a calendar month
ervice Credit to be applied to Customer's monthly invoice for
he affected month
75% to 9&75%
10%
cN,76% to 9US%
15%
98.28% to 07.75%
5%
87,75 to 96,75%
5%
96.75
0%
`Oula " means the accurnulatsd time, measured in minutes, during which Customer is unable to access the Applications for reasons other Ow
an Excluded Event.
"Excluded Even' means any event that reWls In an Outage and is caused by (a) the acts or omissions of Customer, Its employees, customers,
oontrectors or agents. (b) the failure or malfunction of equipment, applications or systems not owned or controlled by Kronos, Ircfudkhg without
limitation Customer Content, Wkires or matfumctions resdting from droults provided by Customer, any Inconslslendes or changes in Customer's
source environment, Including either intentional or accidental connections or disconnections to the environment; (c) Forte Majeure events; (d)
sduxdufad or emergency maintenance. alteration or Implementation provided during the Maintenance Period defined below. (a) any suspension of
the Services In accordance with the terms of the Agreement to which this Exhibit A Is allached; (t) the unavailability of required Customer
personnel, Including as a result of failure to provide Kronos with accurate, current contact informatkm; of (g) using an Application In a mamer
Inconsistent with the product daarmentatfon for such Application.
'Maintenance Period' means scheduled maintenance periods established by Kronos to maintain and update the Services, when necessary.
budng these Maintenance Periods, the Services are available to Kronos to perform periodic maintenance services, which include vital software
updates. Kroms will use Its commercially reasonable efforts during the Maintenance Period to make the Services available to Customer,
however, some changes witi require downtime. Kronos wilt provide notice for planned downtime via an email notice to the primary Customer
contact at feast one day In advance of any known downtime so ptanning can be fadifteled by Customer.
Currently scheduled Maintenance Periods for the Services are:
Monday through Friday 04:00 am — 06:00 am (U.S, eastern Una)
Saturday and Sunday 12:00 am — 06:00 am (U.S. eastern tone)
Maintenance Periods Include those maintenance periods mutually agreed upon by Customer and Krortos.
"Monthly Minutes (MM)* means the total time, measured In minules, of a calendar month commencing at 12:00 am of the Brat day of such
calendar month and andgng at 11:59 pm of the last day of such calendar month.
'Total Minutes Not Available (TM)' means the total number of minutsa during the calendar month that the Services are unavailable as the result
of an Outage.
Limitations: Service Credits wail not be provided If (a) Customer Is in breach or default under the Agreement at the time the Outage occurred; or
(b) the Outage results from an Excluded Even% If Kronos does not provide the appropriate Service Credit as due hereunder, Customer must
request the Service Credit wtthln sixty (60) calendar days of the conclusion of the month In which the Service Credit accrues. Customer waives
any right to Service Credits not requested within ft flee period. All performance cakidaWns and applicable Service Cnxlits are based on
Kronos records and data unless Customer can provide Kronos with dear and convincing evidence to the contrary.
The Service Level Agreements In this Exhibit, and the related Service Credits, apply on a per production environment basis. For the avoidance of
doubt, Outages In one production environment may not be added to Outages In any other production environment for purposes of calculating
Service Credits.
Customer ack novAedges that Krvnos manages Its nebm* traffic in part on the basis of Customer's utilization of the Services and that changes In
such utilization may impact Kronos' ability to manage network traffic. Therefore, notwithstanding anyth else to the contrary, if Customer
significantly changes Its utilization of the Services than what Is contracted with Kronos and such change creates a material and adverse impact on
the traffic balance of the irons network. as reasonably determined by Kronos, the parties agree to co-operate, In good falth, to resolve the issue.
13
SECTION C.1:
APPL.ICA ,TfON WS11,146 TERM$ AND CON, OITiONS .
This Section apples only for transactions that Involve Kronos hosting for Software ilcensed under $action 8 in relallon with hosting
pricing refered to as CLOUD
This attachment does not apply to CLOUD 2 items.
APPLICATION HOSTING SUPPLEMENTAL TERMS AND CONDMOMS
These Application Hosting Supplemental Terms and Condldons are appilaaNs for hosting services ordered by Customer for Kmnos Software
licensed under Section S of this Agreement using the pricing set up on November 21, 2013.
definitions
"Application Hosting Program" or "Program" means (1) accessibility to the commercially available object code version of the Kranos hosted
applications, as sot forth In the Cloud Services SOW, by means of access to the password protected customer area of the Kronos hosting
environment, and (N) all Hosting Related Services.
"Content" means all content Customer, or others acting on behalf of or dwough Customer, posts or otherwise inputs Into the Program, including
but not limited to tnformatton, data (such as payroll data, vacation time, and tours worked), deslgns, know-how. logos, text, multimedia images
(e.g. graphk*, audio and video Sees). compliatiam, software programs, third party software, applications, or other materials, or any other
Customer content shared or processed on equipment under the control of Kronos or a Supplier.
"Hosting Belated Seivicas" means certain services set forth In a statement of work conlalning hosted related services (the "Cloud 5ervfces
SOW"), such as hosting Infrastructure. equipment, bandwidth, server monitoring, backup services, reporting services. storage area network (SAN)
services, load balancing services, security services, system admirris melon, connectivity services, performance tuning. service pack installation
and all professional and/or Cloud $ervicas and maintenance services [elated to hosting.
"Initial "term" meatus the Wal term for wtrkh Kronos shall provide the Program to Customer and as sat rorth In the applicable Cloud Services
SOW executed by Customer.
"Internal Ilse" means the use of the Program: (1) by Customer's personnel solely for Customer's Internal business purposes and (11) 4 any
authorized employee, agent or romtractor of Customer to process information relating to Customer's amployees assigned to, or potential
employees of. Customer's authorized business uni (s), safety for the Internal business purposes of such business urll(s).
"Monthly Service Fee(s)",means the monthly fees described In the Ckwd Services SOW and set forth on the applicable Order Form, which shall
Include all Hosting Related Services fees.
`Order Form' means the order request form supplied by Kronos and signed by the Parties that Ilsts the Startup Fees and Monthly Service Fees
for the elements of customer's particular Program.
"Personally Identifiable Data" means Information conning individually ldentiSable employees of Customer that Is protected against disclosure
under applicable law or regulation.
"Production environment" means a permanent environment established for the dally use and maintenance of the Application In a five
environment throughout the term of a Program.
"Services Commencement Date" shall, except as otherwise provided In writing In a Clow! Services SOW or Order Form signed by the parties.
mean the earlier of (a) the date the Software is transferred to the hosted environment, as mutually agreed by the parties In writing or (b) 90 days
after the Effective Date. Notwithstanding the foregoing, the Services Commencement Date for soltwrare feasted in a Temporary Environment shall
commence seven (7) days after the Effective date.
"Service Dssrarlptlon" means the detailed service description (kndudlog any supplementary service terms) specified In the Cloud Services SOW
which sets forth the spec ift Program to be provided to the Customer.
,s"s)" means a service level agreement offered by Kmnos for the Production Environment and attached to this Section C.1 as ggibit A .1
which contains key service maintenance standards and commitments that apply to the Program as detailed In the service Description.
"SLA Credit" means the credit calculated In accordance with the SLA and offered by Kronos in the event of outages, interruptions or doficiencles
In the delivery of the Program that result In a faliure to meet the terms of the applicable SLA.
"Supplier" means any contractor, subcontractor or licensor of Kronos providing software. equipment and/or services to Kronos which am
Incorporated Into or otherwise related to tine Program.
"Temporary Environment" means a transient database environment created to serve: Umited purposes for a limited tkne period, and Identified In
the applicable Cloud Services SOW as a Temporary Environment.
"Startup Few" means the one time, antomer-specific startup fee as indicated on the Order Form that will be charged to Customer to enable
access to Una Program.
Cloud Ser Aces STATEMENT OF WORK
The description of the particular Program ar tired by the Customer, the Program terra, the Monthly Service Fee rates. the Startup Fees and other
fees, It any, applicable to tine 17mgram ere described In the applicable Cloud Servloes SOW and Order Form. Kronos will not change he Monthly
Service Fee tales It charges for Customer's erd%*V Program, or the SLA, during the Inl ial Term. Kronos may orange such Monthly service Fee
14
rates or the associated SLA for a renewal term of the parttaear Program by notifying Customer at least sixty (60j days prior to the explration of the
then current term. SLAB ass only available In a Production Environment. unless the Cloud Services SOW indlcatas that the Program Is to be
Implemented menterd In a Temporary Environment, the Program wig be ducted to be Implemented In a Producton Environment
Aulfwdxed Use
Customer shall take all reasonable steps to ensure that no tmauthorized persons have ac oass to the Program, and to enswe that no persons
authorized to have such access shall take any action that would be In violation of this section 0.1.
MAINTENANCE ACCESS
if Kronos. Its Suppliers, or the local access provider, as applicable, requires access to Customer sites In order to maintain or repair the Program,
Customer shall cooperate In a timely manner and reasonably provide such screw and assistance as necessary.
Customer representations and warrarrtlee; Customer obligations
5.1 Customer represents and warrants to Kmnos that N has the right to publish and disclose Customer's Content In the Program,
5.2 Customer mp isents and warrants to Kronor, that Customer's Content will not: (a) Infringe or violate any third party rlgh4
Including (but not iknrfed to) Intellectual property, privacy, or pubfkNy rights; (b) be abusive, profane, or offensive to a reasonable
parson; or be hateful or threatening.
.44 Customer will, at Its awn cost and expense, provide al1 end user equipments operating systems, and software (Including a web
browser) not provided by Kronor, and needed to access and use the Program in accordance with the tachMCal requirements set fortis In
the Cloud Sendees SOW. Customer wiif also provide, at its own cost and expense, all connections from far computer systems !o the
Program, which shaft Include all related costs associated with Customer accessing the Program, unless such connectivity serWa" are
purchased born iGvnas as Indicated on (ire Claud Swykes SOW and Order Farm.
5.4 Customer shall eat, and shall not pemrit any person or anify under Customer's direct or Indirect control to. (a) recirculate,
republish, distribute or otherwise provide access to the Program to any third party: (b) use the Program on a service bureau, time
sharing or any similar basfz� or for the benelft of arty other person or entity; (c) after, enhance or make derived" works of the Program;
(d) reverse engineer, reverse assemble or docompfkr, or otherwise attempt to derive source code from, the Program or any software
components of Ilte Program; (e) use, or allow the use of, the Program In contravention of any federal, state, local, foreign or other
applicable law, or rides or regufadans of regulatory or adminisb'ative organhations; (t) Introducer Into the Program any virus or other
code or routine Intended to disrupt or damage the Program, alter, damage, delete, retrieve or record Information about the Pmgram or
Its users: or, (g) otherwise actin a fraudulen4 malicious or negftgant manner when using the Program,
6.1 If Customer uses open Internet conneativtly or Customer-sLop9ed VPN fnternot connecions to access the Program, Customer
acduKw4adges that the performance and throughput of the Internet connection mnnot be guaranteed by Kronos, and variable connection
performance may result In appHcadon response variations.
6.2 Customer hereby a0mowledges that the Internet Is not owned, operated, managed by, or In any way affiliated with Kronos, Its Suppliers or
any of Its affricates. and that It is a separate network of computers Independent of Kmnos. Access to the Internet Is dependent on numerals
factors, technologies and systems, many of which are beyond Kronos' authority and control. Customer acknoWedges that Kronor, cannot
guarantee that the Intomet access services chosen by Customer will meet the level of up -time or the level of response time that Customer may
need. Customer agrees that Its use of lha internal access services and the Internet Is solefy at Hs own risk, except as specifically provided in this
Section CA, and is sub(ed to all applicable local, state, national and International laws and regulations.
T. Fees and payment terms
7.1 In consideration of era delivery of the Program, Customer shall pay Kranos the Monthly Services Fee as defined In the applicable Order
Form. The Monthly Services Fee shall begin to accrue on the Services Commencement Date, and shall be Invoiced mcatNy In advance. In
addition, Customer shall be billed the Starb* Fees and any sdditfonal Gaud hosting startup fees set forth in the appAcable Order Form.
Customer acknowledges that the biking commencement date ems not coincide with Implementatlon completion, final Configuration, or go live.
7.2 All fees payabfa hereurde r shah be paid In United States Dollars and sent to the attention of Kronos es specified on the Invoice. Payment
terms shall be net 30 days fallowing recalpt of Invoke. Alf overdue payments shall beat Interest at the lesser of one and one-half percent (1.5%)
per month of the maximum rate atbwed under applicable law. Customer is responsible for all federal, state or local taxes, duties and customs
fees relating to the Program, excluding taxes based on Krunos' Income or business privilege.
7.3 SLA Credits, if any, which are due and owing to a Customer under an SLA for a partigdar month of the Program shall be Included In the
Monthly Service Fee Invoice Issued by Kronos for the month following fhe month In which the SLA Credits were earned.
S. SERVICE LEVEL AGREEMENT
CUSTOMER'S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OP ANY SERVICE OUTAGE, INTERRUPTTON OR DEFfCIENCY OF
SERVICES) OR FAILURE BY KRONOS TO MEET THE TERMS OF AN APPLICABLE SLA, SHALL HE THE REMEDIES PROVIDED IN T14
SLA; PROVIDED THAT ANY REMEDIES OR CREWE$ CONTAINED IN THE SLA ARE NOT AVAILABLE FOR OUTAGES, INTERRUPTIONS
OR DEFICIENCIES OCCURRING DURING ANY PERIOD IN WHICH CUSTOMER IS IN BREACH OF THIS SECTION C, i OR SECTION S.
KRONOS DISCLAIMS ANYAND ALL OTHER LIABILITIES OR REMEDIES FOR SUCH OUTAGES, INTERRUPTIONS OR DENCIENCIES OF
SERVICES.
9. Ilrnftatfon of liability
IN ADDITION TO THE LIMITATIONS SET FORTH IN THE LICENSE AGREEMENT, EXCEPT WITH RESPECT TO LIABILITY ARISING FROM
KRONOS' GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, KRONOS DISCLAIMS ANY AND ALL LIABILITY AND SERVICE CREDITS,
INCLUDING SUCH LIABILITY RELATED TO A BREACH OF SECURITY OR DISCLOSURE, RESULTING FROM ANY EXTERNALLY
INTRODUCED HARMFUL PROGRAM (INCLUDING VIRUSES, TROJAN HEARSES, AND WORMS), CUSTOMER'S CONTENT OR
15
APPt.ICATIONS, THIRD PARTY UNAUTHORIZED ACCESS OF EQUIPMENT OR SOFTWARE OR SYSTEMS, OR MACHINE ERROR.
10. DATA SECURITY
10.1 As part of the Program, Kronos shag provide these Krows secatoiity-feEated services described In ilia Cloud Services SM. Customer
acknowledges that the sectrtly-retatsd services endeavor to mitigate security irraldents, but such Incidents may not be mitigated entirely or rendered
harmless. Customer shoed consider any particular security -related service as just one tool to be used as part of an overall security strategy and not a
guarantee of seaeity. Both parties agree to empty tAM all applicable privacy or date protection statutes, rules, or regulations governing the
respective activities of Ole parties.
10.2 AD Personafiy Identifiable Data contained in arty Software. Equipment or systems supplied by Kronos, or to which Kmnos has access to under
this Section GA, as between Kronas and Customer, is Customer's Confidential Information and will (Maki the property of Customer. Customer
hereby consents Io the use, processing anchor disclosure of Perwmily Identifiable Data only for the purposes descrilxd herein and to the extent such
use or processing Is necessary for Kronos to carry out Its duties and respons€bilWes under this Section C.1 or as required by law.
10.3 Prior to Initiation of the Program and on an ongoing basis thereaiter. Cuslomer agrees to pravtde nok* to Kmnos of any extraordinary privacy
or data protection stabiles, rules, or regulations which are or become applcabe to Customer and which could be imposed on Krnrws as a result of
provision of the Program, Customer will ensure that: (a) the transfer and storage of any Personally Identifiable pats to Kronos and managed by
Kronos' or 5uppiiem's data center Is legitimate under applicable data prolection laws and regufatkm; and (b) Customer will obtaln oonsent from
individuals for such transfer and storage io the extent nMulred under applicable laws and regulations.
10.4 At no cost to C istormer. Kmnos shall upon 0) request by Customer at any time and (1) the cessation of the Program, promptly return to
Customer, In the format and on the media in use as of the date of the request, all Personally Identifiable Data.
11. tern and termination
11.1 At the expiration of the Initial Tenn, the applicable Programs shall automatically renew for successive one year periods unless eliher party
provides notice of Its Intent not to renew at least sixty (60) days prior to the expiration of the them -current tern. Kronos may suspend or terminate
the Program upon notice In the event of any breach by Customer of this Section C.I. No Program Interruption shall be deemed to have occurred
during, and no Program credits shall be owed for, any authorized suspension of the program.
12.2 Customer may terminate the Program by written notice at any fime during the term of this Section If Kroas materially breaches any
provision of this Section, and such default is not cured Mthln thirty (30) days after receipt of written notice from Customer, In the event of such
termination by Customer, Customer shall pay Kronos withln thirty (30) days all fees then due and owing for the Program prior to the date of
termination.
12.3 Customer may terminate the Program for convenience on no less than ninety (90) days prior witten notice to Kronns,
12,4 In the event of termination of the Program by Customer for comrengence or by Kronos for cause during the Initial Term, Customer will pay to
Kronos any out of pocket expenses Inured by Kronos In terminating the Program plus an early Iarmminatlon fee based on the following
calculation: one (1) month of the then -current Monthly Services Fees for every twelve (12) month period (or portion thereof) remaining in the initial
Term. By way of ammple only, If Customer term€nates the Program for convergence with fifteen (15) months remaining in the Initial Tern,
Customer+Mll be responsible to pay Kronos two (2) months of the them -current Monthly Services Fees.
16
TO SECTION CA
SERVICE LEVEL AGREEMENT (SLA)
Service Level Types: SLAB are only applicable to Production Environments. The Program, In a Production Environment, as described in the
Service Dwcrfpten Is provkisd Wlh the following service level:
99,50% Application Availability
Service LorvefsiCradlt Calculation: An Outage wit be deemed to Commence when Customer opem a case with Kronos Global support, or
Kroms Loud Services receives an application avallabitity alert. The Outage WH be deemed to end when Kronos has restored availability of the
Program. Failure to meet the above service levels will entitle Customer to credits as Follows.
9.5D•A Appiication Availability SLA— Production Env€rorxnent
Upilme percentage (as measured In a calendar month)
Affected Service Credit
The amount of the Credit will be determined as Follows:
50% to 98.75%
15%
98.75% to 98.25%
0%
98.25% to 97.75%
%
97.75 to 96.75%•
%
96.75
5%
Application Availability SLA%=((MM•TM)•100t 1(MYI)
DeffnitIons
'Affected Service" means fire monthly fees paid for the hosting of the Program.
`Excluded Event' means any event that adversely Impacts the Program that is caused by (a) the acts or omissions of Customer, Its employees,
cuslomers, contractors or agents; (b) the failure or malfunction of equipment, appl€CaWns or systems not owned or conirolled by Kronog or
Suppiler, (c) Force Majeure events; (d) scheduled or emergency maintenance, alteration or implementation; (a) any suspension of the Program in
accordance With the terms of this Section or Lkense Agreement (f) the unavallabllity of required Customer personnel, IrxfWing as a result of
failure to provide Suppiter with accurate, current contact Infotmation; (g) using the Application in a moaner Inconsistent with the product
doc mentatfon; or (h) any other exclusionary circumstance specified in the appk:able Cloud Services SOW.
'Monthly Minutes (MM)" means total minutes In which service was scheduled to be available,
"Outage means the accumulated time during which Customer Is unable to establish an active communications connection, measured from
booming to end, between Customer and the Program for reasons other than (a) failures caused by Customer Data; or (b) any Excluded Events.
'Scheduled Maintenance ($M)' means scheduled maintenance periods established by Kmnos to provide ample time to maintain and update the
applications, when necessary. During these maintenance periods, the applications are available to Kronos to perform periodic sesvlces, which
include vital software updates, Sys€ems " generally continue to be available to Customer, however, some changes will require planned
downtime. Kronos wait provide notice for planned downtime via an emall notice to our primary Customer contact at least one day in advance of
such shutdownhestart so planning can be facilitated by Customer.
When application maintenance is required, currant Scheduled Maintenance periods for the applications am. -
Monday through Friday 4am — 6am
Saturday and Sunday 12am - eam
• All times listed are U.S. Eastern Time.
• Kronos' utilization of the above maintenance windows shall not trigger SLA Credits to Customer.
'Total Minutes Not Avallable' (TM) means the total number of minutes during the calendar month that the Program Is unavailable outside of
scheduled maintenance windows,
Limitations: Kroms wit apply any credits to the Customer account. Credits will not be provided if (a) Customer Is in breach or default under
this Section or the Program at the time the Outage occurred and such bread Is the cause of the Outage; or (b) It results from an Excluded Event.
In no event +sill the credits accrued In any calendar month exceed, in the aggregate across sit service levels and events, one hundred (100%) of
the Invoice amount for the Affected Service.
The Servlce Level Agreements In ids Exhibit, and the related credits listed, apply on a per Program basis. For the avoldence of doubt, Outages.
delays, fallures, etc. in one Procgmm may not be added to outages, delays, (allures, etc. In any utter program for purposes of catcuigting SLA
credits.
17
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
24 In the event that either party becomes Insolvent, makes a general assignment for the benefit of creditors, is adjudicated a bankrupt or
insolvent, commences a case under applicable bankruptcy taws. or file$ a paddon seeking reorganization, the other party may request adequate
assurances of future performance. Failure to provide adequate assurances, In the requesting patty's refiwnable dissxetiwt, within ten (10) days of
delivery of the request shall erhdde the requesting party to terminate tits Services Immediately upon written notice to the other party.
Z5 If the Services are terminated for arty reason:
(a) Customer shall pay Kronos within thirty (30) days of such termination, all fees accrued for fits Services prior to the date of termination,
provided that if Customer terminates for material breach of this Section b by Kronos, Kronos shall be responsible to refund to Customer unused
pre -paid implementation Service fees, if any:
(b) Customer's right to access and use the Services shah be revoked aril be of no further force or affect;
(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
Customer, at no charge to Customer, die Customer Content. After such time period. Kronos shall have no further obligation to store or make available
the Customer Content and may delete any or all Customer Content without liability.
(d) Customer agrees to tknely return all Kronos-provided materials related to the Services to Krems at Customer's expense or, alternatively,
destroy such materials and provide Kwnos with an officer's certification of the destruction thereof and
(a) all provislons In this Section D, %A"ch by their nature are intended to survive ferminatbn, shall so survive.
3. FEES AND PAYMENT
3.1 in consideration of the delivery of the Services, Customer shall pay Kronos the Monthly Service Fees, the fees for the Implementation
Services and any additional one time or recurring fees for Equipment. Training Points, KnowiedgePass Education Subscription and such other
Kronos offedrtgs, all as set forth on the Order Form, If Customer and Kronos have stgned a Statement of Worts for the Implementation Services,
implementation Servkres such services will be provided and payable In a=rdwee with Section B. All fees payable for the Services shall be sent
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
following date of Invoice. Except as expressly set forth in this Settler► D, all amounts paid to Kronos are non-refundable. Customer acknowledges
that fees may be charged to Customer by third parties for add -on features or frrxftwliiy provided by such third parties.
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'
rights or remedies, suspend Services until such amounts are paid in full. Kronos Ali provide at bast seven (7) days' prior written notice that
Customer's account Is overdue before suspending Services.
3.3 deleted Intentionally.
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
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
Customer shall pay within thirty (30) days of the date of such irvalCe, the difference between the total Monthly Service Pees then paid by
Customer and the Minimum Contract Value. less StA Credits. if any, that have been earned prevlously by Customer but not yet credited.
4. PJGM TO USE
4.1 Subject to cite terns and conditions of the Agreement, Kronos hereby grants Customer a limited, revocable, non-exdusfve, non -transferable,
non -assignable right to use during the Term and for Internal business purposes ortiy: a) the Applcadon(s) and related services, Inchuding the
Documentation; b) Wning materials and KnowledgePass Content and, c) any embedded third party software, libraries, or other components,
which are Included In the Services, excluding such Third Party software. librados or other components as are licensed directly from such Third
Parties. The Services contain proprietary trade secret technology of Kronos and Its Suppliers. Unauthorized usa and/or copying of such
lechnology are prohBtitpd by law, including United States and foreign copyright law. Customer strati not reverse compile, disassemble or
otherwise convert the applications Into urncompiled or unassembled code, Customer shall not use any of the third party software programs (or the
data models therein) Included In the Services except solely as part of and in connection with the Services,
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
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.
Customer agrees not to use any other modules or faatufas nor increase the number of employees and users unless Customer pays for such
additional modules. features, employees or users, as the case may be. Customer may not license, milconse or sublicense the Services. or
ollwruvfse permit use of the Services (Indurding timesharing or networking use) by any third party. Customer may not provide service bureau or
other data processing servfces that make use of the Services witlterlt the express prior written consent of Kronos. No license, tight, or Interest In
any Kronos trademark, trade name, or service mark, or those of Kronor' licensors or Suppliers, Is granted hereunder.
4.3 Customer may authodxe Its; third party contractors and consultants to aooess the Services on an as needed basis, provided Customer: a)
abides by its obligatlens to protect Confidential Informalton as set forth In this Agreement; b) remains responsible for atl such third party usage and
compliance with the Agreement and c) does not provide, such access to a competitor of Kronor who provides workforce management services.
4.4 Customer acknowledges and agrees that, as between Customer and Kronos, Kfanos retains ownership of all right, He and Interest to the
Services, all of which are protected by copyright and other itteltecbual property dghts, and that, other amen the express rights granted herein and
under any other agreement In writing with Customer, Customer shalt not obtain or claim any rights In or ownership Interest to the Services or
Appdicatlons or any associated Intellecual property rights In any of the foregoing. Customer agrees to comply with all copyright and other
intellectual property tights notices contalned on or In any Information obtained or accessed by Customer through the Services.
4.5 When using and applying the Information generated by the Services, Customer Is responsible for ensuring that Customer compiles with the
applicable requirements of federal and state law. If the Services Include the Workforce Payroll Applications or Workforce Absence Management
Appficatlons; (1) Customer Is stately responsible for the content and accuracy of all reports and documents prepared In whole or in part by using
these Applications, (I1) using these Appilcatlons does not release Customer of any professional obligation Cor ARmIng the preparation and review
of any reports and documents, (lit) Customer does not rely upon Kronos, Best Softwrara, Inc, or these ApplkaWrs for ary advice or guidance
regarding compliance with federal and state laws or the appropriate tax treatment of Items reflected on such reports or documents, and (Iv)
Customer will review any calatations made try using these Applications and satisfy Itself that those calculations are cored.
S. ACCEPTABLE USE
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
authorized to have such access shag take any action that would be In violation of this Section D.
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5.2 Customer represents and warrants to Kronos that Customer has the right to publish and disclose the Customer Content In tree Services.
Customer represents and warrants to Krona that the Customer Content does not: (a) Infringe or violate any third -party right, Including but not
ilrniled to intellectual property, privacy, or publicity rights, (b) be abusive, profane, or offensive to a reasonable person, or, (c) be hateful or
Threatening.
5.3 Customer will riot (a) use, or allow the use of, the Services In contravention of any federal, state, focal, foreign or other apppcable taw, or nifes
or regulations of regulatory or administrative organizations; (b) Introduce Into the Services any virus or other code or routine Intended to disrupt or
damage the Services, or alter, damage, delete, retrieve or record Information about the Services or its users; (t) excessively overload the Kronos
systems used to provide the Services; (d) perform any security Integrity review, penetration lest, load test, denial of service simulation or
vulnerability scar; (a) use any tool designed to automatically emt>late the actions of a human user (e.g., robots); or, (6) otherwise act in a
fraudulent, maldous or negligent manner when using the Servtces.
B, CONNECTIVITY AND ACCESS
Customer acknowledges that Cuslomer shall (a) be responsible for securing, paying for, and maintaining connectivity to the Services (kiduding
any and all related hardware, software, third party services and related equipment and components): and (b) provide Kronas and Kronos'
representatives with such physical or remote access to Customer's computer and network environment as Kronos deems reasonably necessary
In order for Kronos to perform Its oblikations under this Sectlon D. Customer will make all necessary arrangements as may be required to
provide access t0 Customer's Computer and network environment if necessary for Kronos to perform ffs obligations under this Section D,
Customer agrees that ftnos may audit Customer's use of the Services.
7. IMPLEMENTATION AND SUPPORT
7A implementation Services. Kmft'os will provide the Implemerdation Services to Customer. Implementation Services described In an SSS are
provided on a time and materials basis. billed monthly as delivered. Implementation Services described in the Services Implementation Guideline
are provided on a fixed fee basis. If Customer requests additional Implementation Services beyond those described in the SSS, Kronos will
create a change order for Customer's review and approval and any additional Implementation Services to be provided by Kronos In accordance
with Section 6. Kronos' configuration of the Appllcatfons will be based on Information and wards flows that Kronos obtains from Customer during
the discovery portion of the implementation. Customer shay provide Kronos with necessary a>nfigurafdon-related Information in a timely manner to
ensure that mutually geed implementation sdheduies are met,
7.2 Additional Services. Customer may engage Kmnos to provide other services which may be fixed by aulivity or provided on a time and
materials basis as indicated on Cte applicable Order Form.
7.3 Support. Kronos will provide 24x7 support for the hosting Infrastructure, the availability to the hosting environment, and telephone support for
the logging of functional problems and user problems. Customer may log questions online via the Kronos Customer Portal. As part of such
support, Kronos will make updates to the Swvlc" available to Customer at no charge as such updates are released generally to Kronos'
customers. Customer agrees that Kronos may install such updates automatically as part of the Services.
7.4 Support Services for Equipment. Provided Customer has purchased support service6 for the Equipment, the following terms shad apply
(support services for rented Equipment are Included In the rental fees for such Equipment):
(a) Upon the failure of Installed Equipment, Customer shall notify Kronos of such failure and Kronos will provide remote fault Isolation at the FRU
(Field Repiacernent unit) or subassembly level and attempt to msofve tha problem. Those failures determined by Kronos to be Equipment related
shall be dispatched to a Kronos Depot Repair Center, and Customer YAI be provided with a Return Material Authorization Number (RMA) for the
hatted Equipment If Customer is to return the failed Equipment to Kronos, as reasonably determined by Kronos. Customer must return the failed
Equipment with the supplied RMA number.
(b) Kronos wig pmvkfa a replacement for the failed Equipment at the FRU or subassembly level an an "advanced exctraW basis, utilizing a
carrier of Kronos' choice. Replacement Equipment will be shipped the same day. for delivery to Customer's location as further described In the
Support Porlides. REPLACEMENT ECKAPMENT MAY BE NEW OR RECONDITIONED. Customer shaEl specify the address to which the
Equipment Is to be stripped. All shipments wN include the Kronos provided RMA designating the appilrabke Kronos Depot Repair Center, as the
recipient. Cuslvmer, upon recelpt of the replacement Equipment from Kronos, shall package the defective Equipment in the materials provided by
Kronos, with the RMA supplied and promptly return failed EgL*nerht directly to Kronos.
(c) Customer shall be entitled to receive smi a packs for the Equipment (with may contain system software updates, fkmwam updates,
security updates, and feature enhancements) available for download at Kronos' customer portal. Service packs for Use Equipment are not
installed by Knmos.
(d) Kronos warrants that all serviced packs and firmware updates provided under this Section D Shall materially perform In accordance with the
Kronos published spedfications for a period of ninety (90) days after download by Customer. In the event of a breach of this warranty. Customer's
exclusive remedy shalt be Kronos' repair or replacement of the deficient service packs) or finnwrare update(s).
(a) Customer agrees that It snap return failed Equipment promptly as the failures ocrxrr and that A shall not hold failed Equipment and send lalted
Equipment to Kronos In 'batches* whkh shag result In a longer turnaround time to Customer. In addition. In all chcumstances. Customer agrees
to:
(1) Maintain the Equipmerhl In an environment conforming to the Documentation for such Equipment:
(0) Not perform self-4epairs on the Equipment (i.e., replacing components) without prior mitten authorization from Krorws;
o) De -install all felted Equipment and install all replacement Equipment In accordance with Kronos' written Installation guidelines;
(iv) Ensure that the Equipment is retuned to Kronas property packaged; and
(v) Obtain an RMA before returning any Equipment to Kronos and place the RMA dearly and conspicuously on the outside of the shipping
package. Customer may only return the specific Equipment authorized by Krows when Issuing the RMA.
7.5 KnowledgePass Education Subscription. When KnowledgePass Education Subscription Is listed on an Order Form, Kronos will provide
Customer with the KnowledgePass Education Subscription, The KnowledgePass Education Subscription provides access to certain educational
offerings provided by Kronos (the 'KnowledgePass Content"), Customer recognizes and agrees that the KnowledgePass Content Is copyrighted
by Kronos, Customer is permitted to make espies of the KnowledgePass, Content provided In 'pdf fern solely for Customer's Internal use.
Customer may not disclose such KnowledgePass Content to any third party other than Customees employees. Customer may not edit, modify,
revise, amend, change, alter, customize or vary the KnowledgePass Content without the written consent of Krorws, provided that Customer may
download and modify contents of training kits soiety for Customer's hhternal use.
7.6 Traiiing Paints. 'Training Points` which are purchased by Customer may be redeemed Wan equivalent value of Inslrucbr4ed "ring sesslons
20
offered by Knmos. Training Points may be redeemed only during the Tenn at any time no more than tuvelve (12) months after the date of the
appticatife Order Form, alter which time such Training Points shall expire and be of r►c value. Tralning Points may not be exchanged for other
Kronos products or services.
7.7 'Training Courses. When Impfementatton Services are described in the Services Implemenlatian Guideline rather then an SSS. as part of the
Servion, far each SaaS appHcatkrt module Included In the Services purchased by Customer. Custamer's employees strait be entitled to attend. in
the quantity Indicated, tha corresponding training courses set forth at- httpihvww.kroms.roar/producWsmtrsdugam wvrfdorca-canool.
saasitraldn"ukf Ilnes.aspx
Partkdpathn in such training courses Is, limited to the rrumber of spats Indicated for the courses corresponding to the modules forming a part of the
Services purchased by Customer.
8. CUSTOMER CONTENT
Customer shall own all Customer Content and posts or other Inputs kilo the Servicas by Customer or others acting on behalf of or ammigh
Customer. Kronor aria Wedges that all of use Customer Content Is deemed to be the Confidential Information of Customer. Notwithstanding the
foregoing, Customer grants Krorws permission to combine CustonWs business data with that of other customers in a manner that does not
kientify the Customer or any individual in order to evaluate and improve the services Kronos offers to customers and to disclose such aggregated
information for its customers generally. in addition, Kronos may, but shall have no obligation to, monitor Customer Content from time to time to
ensure compliance with this Section D and applicable law.
9. EQUIPMENT
It Customer purchases or rents Equlpment from Kroner, a desctiplfon of such Equipment (model and quantity), the applicable pricrng, and delivery
terms shall be Rsted on the Order Form.
9.1 The following terms apply only to Equipment Customer rents from Kronos:
a) Rental Term and Warranty Period. The term of the Equipment rwW and the 'Warranty Period' for such Equipment shah run
eotermhously with the Term of the other Services provided under this Sedkxh D.
b) Insurance. Customer shall Insure the Equipment Wan amount equal to the replacement value of the Equipment for loss or damage by
fire, theft, and all normal extended coverage at all times. No foss, theft or damage after shipment of the Equlpment to Customer shall rellerve
Customerfrom Customer'sobllgatkms under this Section D.
c) LocatorJRepolacernenL Customer shall not make any alterations or remove the Equipment from the place of original Installation wwmt
Kfvnos' prior written consent, Kronos shall have the right to enter Customer's premises to Inspect the Equipment during normal bushes& hours.
Kmnos reserves the right, at Its sate dLscretkxr and at no additional cost to Customer, to reptace any Equipment with newer or altemative
technology Equipment as long as the replacement Equipment at least provides the same level of functionality as that being replaced.
d) Ownership. All Equipment shall remain the property of Kronos. AIf Equipment Is, and at all times shall remain, separate Hems of
personal property, rwtwllhstanding such Equipment's attachment to other equipment or real property. Customer shall not sail or ofhenMse
encumber the Equipment. Customer shall ftmhhsh arty assurances, written or otherwise, reasonably requested by Kronos to give lull effect to the
Intent of terms of this paragraph (d).
e) Equipment Support Kronos shall provide to Customer the Equipment support services described In Section 7.
0 Return of Equipment. Upon termination of the Services, Customer agrees that Customer shall return the Equipment to Kronos within
thirty (30) days at Customers expense, Equipment will be rekmwd to Kronos In the same condition as and when received, reasonable wear and
tear excepted, If Customer fats to return Equipment within this time period, upon receiving an Invoice from Krorm, Customer shall pay Kronos
the Own list prfae of the unreturned Equipment_
9.2 The following terms apply only to Equipment Customer purchases from Kronos:
a) Ownership and Wamanty Period. 'Title to the Equipment shall pass to Customer upon delivery to the carrier. The `Warranty Period` for
the Equipment shall be for a period of ninety (90) days from such delivery (unless otherwfse required by law).
b) Equipment Support Kronos shall provide to Customer the Equipment support services described herein if purchased separately by
Customer as Indicated on the applicable Order Form. If purchased, Equipment support services shall commence upon expiration of the Warranty
Period.
10. SERVICE. LEVEL AGREEMENT
Krona shall provide the service levels and associated cecilts, when applicable, kin accordance with the Service Level Agreement attached hereto
as Exhibit A and which Is hereby Incorporated heroin by reference. CUSTOMER'S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY
SERVICE OUTAGE or INTERRUPTION OF the SERVICES OR FAILURE BY KRONOS TO MEET THE TERMS OF the APPLICABLE service
level agreement, SHALL BE THE REMEDIES PROVIDED IN exhibit A.
11, LIMITED WARRANTY; DISCLAIMERS OF WARRANTY
11.1 Kronos represents and warrants to Customer that the Applications, under normal operation as specified In the documentation and when
used as authorized herein, wit perform substantially in accordance with such documentation during the Term.
11.2 Kronos' sale obligation and Customer's We and exclusive remedy for any breach of the foregoing warranty is limited to Kronos' reasonable
oommerdal efforts to correct the non-conformkhg Services at no additional c harrga to Customer. In the event that Krwos; Is urmbfs to cared
material deficiencies in the Services arising during the Warranty Period, after using Kronos' commercially reasonable efforts to do so, Customer
shag be entitled to terminate the then remaining Term of the Services far cause In accordance with Section 2 above as Customer's sole and
exclusive remedy. Kronos' obligations hereunder for breach of warranty are conditioned upon Customer notifying Kronos of the material breach in
writkty, and providing Kronos with suf ident evidence of such non-conformily to enable Kronos to reproduce or verify the same.
11.3 Kranas warrants to Customer that each item of Equipment shall be free from defects In materials and workmanship during the Warranty Period.
In the event of a breach of this warranty, Customers sole and exclusive remedy shag be Kroxmas' repair or replacement of the deficient Equipment.
at irons' op ton, provided that Customer`s use, Installation and maintenance thereof have conformed to the documentation for such EquipmanL
This warranty Is extended to Customer only and shall not apply to any Equlprn"t (or parts thereof) In the event of.
a) damage, defects or malfunctions resulting from misuse, accident, neglect, tampering. (Including without Ilmllatlon modification or
replacement of arty Kronos components an any boards supplied with the Equipment), unusual physical or electrical stress or causes other than
normal and Intended use;
b) fallure of Customer to provide and maintain a suitable Installation environment, as specified In fine published speafrcatons for such
Equipment; or
21
C) malfunctions resulting from the use of badges or supplies not approved by Kronos.
EXCEPT AS PROVIDED FOR IN THIS SECTION 11, KRONOS HEREBY VISCLAIMS ALL WARRANTIES, CONDITIONS, GUARANTIES AND
REPRESENTATIONS RELATING TO THE SERVICES, EXPRESS OR IMPLIED, ORAL OR IN WRITING, INCLUDING WITHOUT LIMITATION
THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NOWINFRINGEMENT, AND
WHETHER OR NOT ARISING THROUGH A COURSE OF DEALING. THE SERVICES ARE NOT GUARANTEED TO BE ERROR -FREE OR
UNINTERRUPTED. EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 0 OF THIS AGREEMENT. KRONOS MAKES NO
WARRANTIES OR REPRESENTATIONS CONCERNING THE COMPATWILITY OF THE SERVICES, THE SAAS APPLICATIONS OR THE
EQUIPMENT NOR ANY RESULTS TO BE ACHIEVED THEREFROM.
1Z.0 DATA SECURITY
12.1 As part of the Services, Kronos shall provide those administrative, physical, and technical safeguards for protection of Me security,
confidentially and Integrity of Customer data as described at: hltp: Mww.kmrw.cnmlproducislemirsolutionslWorkforce-entral•saas/secwity.
desc:dptlon.aspx
Customer acknowledges that such safeguards endeavor to mitigate security Incidents, but such Incidents may not be mitigated entirely or
rendered harmless. Customer should consider any pardc ular Kronos supplied seauifyrelated safeguard as Just one lool to be used as part of
Customer's overall security strategy and not a guarantee of security. Both parties agree to comply with all applicable privacy or data protection
statutes, rules. or regulations goveming the respective activities of the parties under this Section D.
12.2 As between Customer and Kronos, all Personally Identifiable Data is Customer's Confidential Information and will remain the property of
Customer. Customer represents (hat to the best of Customer's knoniedge such Personally Identifiable Data supplied to Kronos is accurate.
Customer hereby consents to the use, processing or dlsdos" of Personally Identifiable Data by Kroras and Kronor' Suppliers wherever Iecated
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
responsibilities under this Section D or as required by law.
12.3 Prior to InlUatlon of the Services and on an ongoing basks thereafter, Customer agrees to provide notice to Kronos of any extraordinary
privacy or data protection statutes, rules, or regulations which are or became applicable Eo Customer's Industry and which could be Imposed on
Kronos as a result of provision of fha Services. Customer will ensure that: (a) the transfer to Kronos and storage of any Personally Identifiable
Data by Kronor or Kronos' Supplier's data center Is permitted under applicable date protection laws and regulations; and, (b) Customerwill obtain
consents from Individuals for such transfer and storage to the extent required under applicable lawn and regulations,
13. INDEMNIFfCATION
13.1 Kronos shag defend Customer and its respective directors, officers, and employees (collectively, the `Customer Indemnified Parties"), from
and against any and all notices, charges, clams, proceedings, actions. causes of action and suits, brought by a third party (each a -Claim')
alleging that the permitted uses of fire Services Infringe or misappropriate any United States or Canadian copyright or patent and will Indemnity
and hold harmless the Customer Indemnified Parties against any liaNlltes, obligations, costs or expenses (including without grnftation reasonable
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
of such a Claim. In the event that a Anal Injunction Is obtained against Customs use of the Services by reason of Infringement or
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
Infringement or misappropriation, Kronos, at Kronos' option and expense, will use commercially reasonable efforts to (a) procure for Customer the
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
but remain substantively similar to the affected Services, and If neither (a) or (b) fs commardagy feasible, to (c) terminate the Services and the
rights granted hereunder after provision of a refund to Customer of the Monthly Service Fees paid by Customer for the Infringing elements of the
Services covering the period of their unavailability,
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
Services by anyone other than Kronos; (b) use of the Services other than In accordance with Kronos' documentation for such Service or as
authorized by this Section D: (c) use of the Services in conjunction with any data, equipment, service or software not provided by Kronos, where
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
wish the terms of this Section D. Notwithstanding the foregoing, with regard to Infringement claims based upon software Created or provided by a
tcensor to Kronos or Suppliers. Kronor' maximum liability will be to assign to Customer Kronos' or Supplier's recovery nights with rasped to such
Infringement claims, provided that Kronos or Kronos' Supplier shall use commercially reasonable efforts at Customers cost to assist Customer In
seeking such recovery from such licensor,
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
Claims resulting From : (a) employment -related cialrns arising out of Customer's configuration of the Services, (b) Customer's modlAcatlon or
combination of the Services with other services, software or equipment not fu mished by Kronns, provided that such Customer modification or
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
any Intellectual property right of any third party, or any M the Customer Content contains any material or information that Is obscene, defamatory,
libelous, or slanderous violates any pennon's right of publicity, privacy or personality, or has otherwise caused or resulted In any tort, injury,
damage or trarm to any other person.
13.4 The Indemnified Parly(les) shall provide written notice to the Indemnifytng party promptly after receiving notice of such Claim. If the defense
of such Claim Is materially prejudiced by a delay In providing such notice, the purported Indemnlfykhg party shall be relieved from providing such
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
Claim and all negotiations for Its settlement or compromise, provided that such indemnifying party shall not enter Into any settlement which
Imposes any obligations or restdctions on the applicable Indemnified Partles without the prior written consent of the other party. The Indemnified
Parties shall cooperate fatty, at the Indemnlfying partys request and expense, with the Indemnifying party in the defense, settlement or
compromise of any such action. The indemnified party may retain its own caxfsai at Its own expense, subject to the Indemnifying party's rights
above.
14, E. MITATION OF LIABILITY
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
the services or by any errors, delays, Intemrptions in transmisslan, or Failures of the services.
14.2 Except tar Kronos' IndamniAcation obligations set forth In section 13 above, the total aggregate Ilabilty of Kronos or Kronos' suppliers to
22
customer andlar any third party In connection with this Section O shaft be limited to direct damages proven by customer, such direct damages not
to exceed an amount equal to the total net payments received by Kronos for fhe services In the twelve (12) month period Immediately precadhV
the date in which sur;r claim arises.
14.3 Except for Kronos' indemnification obligations set forth in seclkm 13 above, In no event shall Krorm or Kronoe suppliers, their respective
affiliates, service providers, or agents be liable to customer or any third party for any incidental, special, punitive, consequential or other Indirect
damages or for any lost or Imputed profits or revenues, lost data or cast of procwement of substituts services resulting from delays, nondellveries,
misdeliver€es or services Interruption, however caused, arising from or related to the Services, regardless of the legal theory under which such
liability Is asserted, whether breach of warranty, indemnli(catlon, negligence, strict Wilily or o0wrwlsa, and whether liability Is asserted in
contract, tort or otherwise, and regardless of whether Kronos or supplier has been advised of the possibility of any such (lability. loss or damage.
14.4 Except with respect to liability arising from KrorxW gross neglfgence or willful misconduct, Kronos disdains any and all liability, Including
without limitation Ifablilty related to a breach of date security and confidentiality obligations, resulting iron any externally Introduced ttarmrul
program (including without limitation viruses, tm}an horses, and wnnns), Customer's content or applications, third party unauthorized access of
equipment. SARS applications or systems, or machine error.
23
EX14101T A
SERVICE LEVEL AGREEMENT(SLA)
service Level Agreement: The Services, to a production environment and as described In the Statement of Work (aka Services Scope
Statement), are provided with the service levels described In this Exhibit A. StAs are only applicable to production environments, SL.As will be
available upon Customer's signature of Kronos' Go Live Acceptance Form for Customer's production environment.
99.75% Application Availability
Actual Application Availability % = (Monthly Minutes (MM) minus Total Minutes Not Available (TM)) multiplied by 100) and divided by Monthly
fAnutes (MM), but not Including Excluded Evenis
Service Credit Calculation: An Outage will be deemed to commence when the Applications are unavailable to Customer in Customer's
pmdLmllon environment hosted by Kronos and end when Kroms has restored avaliahility of the Services. Faff ra to meet the 99.75"A Application
Availability SLA, other than for reasons due to an Excluded Event, will entIM Customer to a credit as follows;
otualApplieailonAvallabillty%
as measured in a calendar monthmonthly
Service Credit to be applied to Customer`
Invoice forth* affected month
99.75% to 98.75°%
10"%
98.75°% to 98.25%
054%
8.25% to 97.75"/a
250
97.75 to 98.75%
5"%
96.75
/o
'Outai;V means the accumulaled lime, measured In minutes, during which Customer Is unable to access the Applications for reasons other than
an Excluded Event.
'Excluded Event" means any event that results In an outage and Is caused by (a) the acts or omissions of Customer, its employees, customers,
contractors or agents; (b) the failure or malfunction of equipment, applications or systems not owned or controlled by Kronos, Including without
limitation Customer Content, failures or malfunctions resulting from dreults provided by Customer. any Incunsistencles or changes in Customer's
source environment, Including either Intentional or accidental connections or disconnections to the emrlmnment: (c) Force MaJeuro events; (d)
scheduled or emergency maintenance, alteration or Implementation provided during the Maintenance Period defined below; (a) any suspension of
the Services In accordance with the terms of the Agreement to which this Fxhiblt A Is attached; (f) the unavailability of required Customer
personnel, Including as a result of (allure to provide Kmnos with accurate, current contact Information; or (g) using an Application in a manner
inconsistent with the product documentation for such Apptlaation.
'Maintenance Period' means scheduled maintenance periods established by Kronor to maintain and update the Services, When necessary,
During these Maintenance Periods, the Services are avallable to Kronos to Warm periodic maintenance services, which Include vital software
updates. Kronos wdtl use Its commercially reasonable efforts during the Maintenance P06W to make the Services available to Customer;
however, some changes will require downtime. Koons Y A provide notice for planned downtime via an small notice to the primary Customer
contact at least one day in advance of any known downtme so planning can be facilitated by Customer.
Gurrerstty scheduled Maintenance Periods for the Services are:
Monday through Friday 04:00 am — 08,00 am (U.S. eastern time)
Saturday and Sunday 12:00 am — 05:00 am (U,S, eastern time)
Maintenance Periods Include those maintenance periods mutually agreed upon by Customer and Kronos.
'Monthly Minutes (mmr means the total time, measured In minutes, of a calendar month commencing at 12:00 am of the first day of such
calendar month and endnq at 11;59 pm of the last day of such calendar month.
`Total Minutes Not Available (TM)" means the total number of minutes during Iha calendar month that the Services are unavailable as the result
of an Outage.
Limitations: Service Credits will not be provided It.. (a) Customer Is in breach or default under the Agreement at the time the Outage occurred: or
(b) the Outage results from an Excluded Event. If Kronos does not provide the appropriate Service Credit as due hereunder, Customer must
request the Service Credit within sixty (60) calendar days of the conclusion of the month In which the Service Credit accrues. Customer waives
arty right to Service Credits not requested within this timer period. All performance catcufationa and applicable Service Credits are based on
Kronos records and data untess Customer can provide Kwos with dear and convincing evidence to the contrary.
The Service Level Agreements In this Exhibll, and the related Service Credits, apply on a per production environment basis. For the avoidance of
doubt, Outages In one production environment may not be added to Outages In any other production environment for purposes of calculaong
Service Credits.
Customer ackn&Medges that Krorws manages its network traffic in part on the basis of Customer's utiilzatlorn of the Services and that changes In
such utilization may Impact Koons' ablilly to manage network traffic. Therefore, notwithstanding anything also to the contrary, If Customer
signlfitantly changes Its utilization of the Services than what Is contracted with Kronor and such change creates a material and adverse impact on
the traffic balance of the Kronos network, as reasonably determined by Kronos, fiv parties agree to co-operate, in good faith, to resolve the Issue.
24
SECTION E
KRONOS WORKFORCE READY* - SOFTWARE AS A SERVICE (SAAS) TERMS AND CONorMNS
Custorner and Kronos agree that the to" and condldors set forth in ills Setdforr E shall apply to the Kronos software application programs and
related services and materials (including applicable documentation) and equipment (if any) specified on an Order Form for Workforce
Resdy(collectivety, the 'Services'). The Services described on an Order Forst ohms be delivered by means of Customer's permitted access to the
password protected wstorner area of a Kronos websits.
1. TERM
1.1 The Services shall be deemed to start on the earlier of: a) ninety (90) days from Kronos' racelpt of the relevant order Farm; or, b) the date
Customer Is authorized to 'go live' with the Services for production purposes, (the "Start Datal, and shall continue indefinitely on a month -to•
month basis until terminated In accordance with the provisions hereof (the 'Term'). Customer acknowledges that execution of separate third party
agreements may be required In order for Customer to 'go live" with certain add -on features or functionality, including tax filing services ("Add -on
Features', as Identified by Kronor on the Order Form.
1.2 Customer may terminate the Services or the Agreement for convenience upon thirty (30) days prior written notice,
1.3 Either party may suspend or terminate the Services or the Agreement upon a malerfal breach of the Agreement by the other party It such
breach is not cured within fifteen (15) days after receipt of written notice. Notwithstanding the foregoing, Kronos may suspend or terminate the
Services or the Agreement Immediately upon notice In the event of any Customer breach of Sections 3 (License to Use), 4 (Acceptable Use), or
Section A.4 (Confidontlal Information), below.
1.4 in the event that either party becorrrea Insolvent, makes a general assignment for the benefit of creditors, is adjudicated a bankrupt or
insolvent, commences a cake under applicable bankruptcy laws, files a petition seeking reorganization, the other party may request adequate
assurances of future performance. Fallure to comply with such request within ten (10) days of delivery of the request shall entitle the requesting
party to terminate the Agreement Irrrtedlately upon written nonce to the other.
1.S If the Agreement Is terminated for any reason:
(a) Customer shall pay Kronos within thirty (30) days ail fees accrued for the Services prior to the date of termination, provided that If Customor
terminates Kronos for material breach of the Agreement, Kronos shall be responsible to refund to Customer unused pro -paid service fees, if any;
(b) Customer's right to access and use the Servkms shall be revoked and be of no further force or affect;
(0) Within fifteen (15) days of termination Customer will rehieve Customers historical data In accordance with previously established system access
procedures and applicable state and federal taws. After such bore period, Kronos shall have no further oblkgatlon to store antVor make available
Customers historical data and may delete same. If Customer requires additional data conversion services from Kronos, these services may be
contracted from Kronos at Kronos' then published rates.
(d) Customer agrees to tknety return all Kronos-provkted materials related to the Services to Kronos at Customer's expense or, alternatively, upon
prior written approval of Kronos, provide Kronos with an officer's certification of the destruction thereof; and
(a) all provisions In the Agreement, which by their nature are Intended to survive termination, shall so survive.
2. FEES AND PAYMENT
2.1 In Consideration of the delivery of the Services, Customer shall pay Kronos the Setup Fees, the Monthly Service Feas and any additional one
tine, set-up or recurring fees, all as defined on the Order Form. All fees payable for the Services shall be sent to the address specified on the
Kronos invoke. Unless otherwise Indicated on an Order Form, payment terms for all items except the Setup Fees shag be net upon receipt of
invoice, Except as expressly set forth In this Section E. all amounts paid to Kronos are nonrefundable.
2.2 The Setup Fees shall be invoked upon execution of the Order and shall be due net 30 days following date of Invoice. Customer
acknowledges that setup fees may be charged to Customer by third parties for Add -on Features, Monthly Servics fees shag be based on monthly
periods that begin on the Start fate. Monthly Service Fees shag include fees for Equipment rental, if any, as described in Section B below.
Monthly Service Fees for Services added on or before the 1 e day of a given month will be charged for that full monthly period and each monthly
period of the Term thereafter, Monthly Service Fees for Services added after the I day of a given month will begin to accrue as of the it day of
the following month and W be charged for each monthly period of the Term thereafter. Monthly Service Fees shall be Invoiced promptly following
the and of the calendar month In which the Monthly Service Fear were accrued, Kronos will monitor CuatorrWs 'Usage of the Services (as
defined below) in order to calculate the Usage portion of the Monthly Service Fees to be charged. Usage of the Services, depending on
applicable features, components, or services, shall be priced as tdeaff4d on the order Form either on a: (a) per month basis; (b) per active
employee (heraln 'Active Employee"} per month usage basis; or, (c) per transactkrn basis (e.g_* pay statement). For purposes of the Agreement,
an employee shall be deemed an Active Employee during any applicable bitting period if through the Services: (1) time has been entered for
such employee; (ti) records have been included for such employee for the purpose of processing payroll; (III) records have been Included for such
employee within an Importlexport process; (tv) such employee has accessed the Services, regardless of the purpose; (v) benefit time has been
accrued for such employee; (VI) human resource reporting has been pefforred for or on such employee; or, (vti) such employee has been marked
as an `Active" status during the period.
2.3 Customer agrees that except in those circumstances In which Customer is entitled to invoke the termination for cause provision set forth in
Section 1.3 above, In consideration of Kronos' delivery of the Services on a variable fee basis, Customer agrees to pay Kronos each month during
the Term In which charges accrue no less than the minimum monthly fees ('Minimum Monthly Fees") as Identified on the Order Form. The
Minimum Monthly Fees shalt be calculated by Kronos based on Customers anticipated monthly Usage of the Services plus Equipment rental
fees, If any. In the event that Customer does not reach the anticipated Usage upon which the Minimum Monthly Fees was based for any given
month during the Term, Customer shall remain responsible for paying the Minimum Monthly Fees for that month. If an Order Form or the
Agraement is suspended by Kronos for non-payment or otherwise terminated by Kronos for cause, Customer shall remain liable to pay the
applicable Minimum Monthly Fees rip to and Including the last day of the month in which the effective date of termination occurs,
2-4 If any amount owing under this or any other agreement for Services is 30 or more days overdue, Kronos may, without limiting Its other rights
and remedies, accelerate unpaid The obligations under such agreements to that all such obligations become Immediately due and payable, and
suspend Services until such amounts are paid In full. Kronos wdl provide at least 7 days' prior notice that Customer's account is overdue tmfors
suspending Services.
2.5 Deleted Intentionally,
25
3. LICENSE TO 11515-
3.1 Subject to the terms and conditions of this Sedlon E, Kronos hereby grants Customer during the Term a limited, revocable, non-exciusive.
non•transfarable, non -assignable license to use for Internet business purposes only: a) the Kronos appl€cation(s) end related services, inchxding
applicable Services description documentation and haintnq materials (the 'Documentation'), and, b) any embedded third party software, libraries,
or other components, which cotlectivefy comprise the Services. The Services contain proprietary trade secret technology of Kronos. Unauthorized
use and/or copying of such Services are prohibited by law, including United States and foreign copyright law. Customer may use the software
Included In the SerWces in ob)ed code form only, and shall not reverse Compile, disassemble or otherwise convert such software into uncompiled
of unassembled code. Customer acknowledges and agrees that the liaanse to use the Services Is limited based upon authorized Usage and the
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
Form. Customer agrees not to use any other modules or features unless Customer has licensed such additional modules or features. Customer
may not relicense or sublicense the Services, or otherwise permit use of the Services (Including timesharing or networking use) by any third party.
Customer may not provide service bureau or other date processing services that make use of the Services without the express prior written
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
suppress ("SuppHers"), Is granted hereunder.
3.2 Customer may authorizer Hs third party contractors and consultants to access the Services on an as needed basis, provided Customer, a)
abides by its obligations to protect confidential information; b) remains responsible for all such third party usage and compliance with this Section
E of this Attachment; and C) does not provide such access to a competitor of Kronos who pmvides workforce management services.
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
copyright and other intellectual property rights, and that. other than the express Itcanses granted herein, Customer shall not obtain or claim any
rights In or ownership Interest to the Services or any associated Intellectual property rights therein. Customer agrees to comply with all copyright
and other Intellectual property rights nolkes contained on or In any Information obtained or accessed by Customer through the Services.
3.4 Kronos will make updates and upgrades to the Services (tools, Will". Improvements, third party applications, general enhancements)
available to Customer at no charge as they are released generally to its customers. Cuslamer agrees to receive those updates automatically as
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
purchasing such new products and/or services under a separate Order Form.
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,
technical support opilons, and other Servioes•relaled pokles. Custornees continued use of the Services after Kronos posts or otherwise notifies
Customer of any changes indicates Customefs agreement to those changes.
4. ACCEPTABLE USE
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
authorized to have such access shall take any action that would be in violation of this Section E.
4.2 Customer represents and warrants to Kronos that Customer has the right to publish and disclose Customer's data and other content
("Customer Content) In connection with the Services, Customer represents and warrants to Kronos that the Customer Conlent will not (a)
Infringe or violate any Ihlyd-party right, Including (but net limited to) Intellectual property, privacy, or publicity rights; (b) be abusive, profane, or
offensive to a reasonable person; or, (o) be hateful or threatening.
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
applicable law, or rules or regulations of regulatory or administrative organlzailons; (b) Introduce into the Services any virus or other code or
routine intended to disrupt of damage the Services, or alter, damage, delete, retrieve or record information about the Services or its users, (c)
excessively overload the Kronas systems used to provide the Servkxes; (d) perform arty security Integrity review, penetration test, load test, denial
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)
otherwise ad in a fraudulent, malicious or negligent manner when using the Services.
5. CONNECTIVITY AND ACCESS
5.1 Customer acknowledges that It shall (a) be responsible for securing, paying for, and maintaining connectivity to the Services (Including any
and all related hardware, software, third party services and restated equipment and Components); (b) provide Kronos and its representatives
with such physicai or remote access to Customer's computer and network environment as Kronos deems reasonably necessary in order for
Kronos to perform its obligations under this Section E of this Agreement Kronos is hereby (1) granted access to such Customer data to perform
Its obligations under this Section E of this Agreement and (ii) authorized to audit the number of Active Employee counts or other transactions
that have occurred to measure Usage; (Hq make all necessary arrangements as may be requlrad to provide such physical access to
Customer's computer and network environment It necessary for Kronos to perform its obligations under this Section E of this Attachment.
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
Services pursuant to the terms of this Section E of this AgmemenL Customer shall provide 30 calendar days advance written notice to Kronos
of any change, modification, or reconfigurmilan of components or elements of the Customefs computer and network environment which may, In
any manner, affect Customer`s access to the Services.
6. SUPPORT
a) implementation. Kronos will configure the Services uIllaxing scheduled remote resources. Software module configuration will be based
on information and work flaws obtained from Customer during the discovery portion of the implementation. Customer shall provide
Kronos with necessary configuration -related information In a timely manner to ensure that mutually agreed implementation schedules
are met. Kronos and Customer's implementation responsibli tos are described more specifically in the Services Implementation
Guideline set forth
at: .//www kr nos a r w rkfor •r i m r n i iln x .In the event of Inconsistencies between the
Services Implementation Guideline and this Agreement, the Agreement shall pmY4
26
b) Depot Exchange Services for Equipment. As needed, Kronas will send a replacement for Equipment rented (In accordance with
Section 8 below) on an advance exchange basis by next -business -day delivery, when available. When Customer receives replacement
Equipment, Customer shall return the detective unit to Kronas for repair. Equipment support also Includes Customer access to
Equipmenl service packs via the Kronos Customer Portal.
c) Standard Support. Kronos will provide telephone support 8:00 a.m, to 5:00 p.m., local lime, Monday — Friday. Customers also shalf be
provided the capability to log questions online via the Krow Customer Portal,
d) Educational Materials and Conleni. Customer wit! have access to cgrlaln educational materials and content (the "Educralional Content')
within the Services. Customer recognizes and agrees that fie Educational Content Is copyrighted by Kronos, Customer Is permitted to
make coples of the Educational Content provided In •pdf form solely for Customer's Intemal training purposes and may not disclose
such Educational Content to any third party other than Customer's employees. Customer may not edit, modify, revise, amend, change,
agar, customtxe or vary the Educational Content without the written consent of Kmnos, provided that Customer may download and
modify contents at Training KJts solely for Customers internal use.
7. CUSTOMER CONTENT
Customer shall own all Customer Content and posts or other inputs into the Services by Customer or others acting on behalf of or through
Cuslomer. Including but not limited to Information, data (such as payroll data, vacation time, and hours worked), logos, text, multimedia images
(e.g. graphics, audio and video idea), Compilations or any other Content shared or processed through the Services. Kronos acknowledges that all
such Customer Content Is deemed to be the Confidential Information of Customer. Notwithstanding the foregoing, Customer grants Kronos
permisslan to combine Customers business data with that of other Customers In a manner that does not identity the Customer or any Individual In
order to evaluate and improve the services Kronos offers to customers, in addition. Kronos may, but shall have no obligation to, monhor
Customer content from time to time to ensure compliance with this Section E and applicable law.
a. EQUIPMENT RENTAL
If Customer purchases or rents time clocks or other equipment from Kronas, a description of such Equipment (model and quantity) and the
applicable pricing shall be listed an the Order Form (the "Equipment'), Delivery terms for the Equipment are FOB shipping point, prepay and add.
Customer shag bear all risk of loss or damage white the Equipment its in transit to Customer.
8.1 The follawhmg additional terns apply oniy If Customer rents Equipment from Kronos:
a) Rental Term and Warranty Period. The term of the Equipment rental and the 'Warranty Period' for such Equipment shall run
coterrninousty with the Term of the other Services.
b) Insurance. Customer shall Insure the Equiprnenl for an amount equal to the replacement value of the Equipment for lose or damage by
fire, theft, and all normal extended coverage at all tunes. No lose, theft or damage after shipment of the Equipment to Customer shall
relieve Customer from its obligations under this Section E.
c) LocationlReplaaenmnt. Customer shall not make any aftsratiors or remove the Equipment from the place of original installation without
Kronos' prior wrMan consent. Kronos shall have the right to enter Customers premises to Inspect the Equipment during normal
business hours, Kronos reserves the right, at its sole discretion and at no additional cost to Customer, to replace any Equipment with
newer or akemalive technology Equipment as long as the replacement Equipment at least provides the same level of functionality as
that being replaced.
d) Ownership. An Equipment shall remain the property at Kronos, All Equipment Is, and at all times shalt remain, separate hems of
pamonal property. notwithstanding their attachment to other equipment or real property. Customer shall not sell or otherwise encumber
the Equipment. Customer shall furnish any assurances, written or otherwise, reasonably, requested by Kronos to give full effect to the
Intent of terms of this paragraph (d).
e) Equipment Support. Kronos shall provide to Customer the Equipment support services described in Section 6 above. The cost of such
support service shall be Included In the Monthly Services Fees.
Return Of Equipment. Upon termination of the Agreement of the applicable Order Form, Customer agrees that Customer shall disconnect, crate
and return the Equipment to Kronos withln thirty (30) days at Customer's expense. Equipment will be returned to Kronas In the same condition as
and when received, reasonable wear and tear excepted. it Customer falls to retum Equipment within this time period, Kronos shall Invoice
Customer for the then IW price of the.Equlpment. Return Of Equipment. Upon termination of the Order Form, Customer agrees that Customer
shag disconnect, crate and return the Equipment to Kronos within thirty (30) days at Customers expense. Equfpmart will be returned to Kronos in
the same canddliom as and when received, reasonable wear and tear excepted. If Customer falls to return Equipment within this lima period,
Kronos shall invoice Customer for the then Ilst price of the Equipment,
8.2 The following additlonal terms apply only N Customer purchases Equlpmant from Kronos:
a) Ownership and Warranty Period. Title to the Equiprrment shall pass to Customer upon delivery to the carrier (FOB — Shipping Point,
Prepay and Add). The'Warranty Period" for the Equipment shah be for a period of ninety (90) days from such delivery.
b) Equipment Support. Kronos shall ptoAda to Customer the Equipment support services described In Section 6 above if purchased
separately by Customer as Indicated on the applicable Order Form. If purchased, Equipment support services shall commence upon
expiration of the Warranty Period.
9. SERVICE LEVEL AGREEMENT
Kronos shah: (a) provide basic support for the services at no additional charge, (b) use commerclally reasonable efforts to make the services
available 24 hours a day, 7 days a week, except for, (I) planned downtime (when g shall ghre at least tit hours notice via the services and shag
schedule to the extent practicabte during the weekend hours from 6:00 p.m. Friday to 3:00 a.m. Monday, eastern time), or (il) any unavailability
caused by circurnslancas beyond Kronos' reasonable control, Including without Igmhailon, acts of god, acts of govemment, floods, fires,
earthquakes, civil unrest, acts of terror, strikes or other labor problem! (other than those Involving Kronas employees), Inlemet service provider
failures or delays, or denial of service attacks, and (II) provide services In accordance with applicable laws and government regulations.,
10. LiMITEO WARRANTY; DISCLAIMERS OF WARRANTY
10.1 Kronos represerds and warrants that the Services, under normal operation as specified in the Documentation and when used as authorized
herein, Y40 perform substantially In accordance with the Documentation during the Terry.
10,2 Kronos' obligation and Customer's remedy for arty breach of the above warranty Is limited to Kronas' reasonable Commercial efforts to
correct the non -conforming Services at no additional charge to Customer. in the event that Kronos Is unable to correct deficlancles In the
27
Services, after using Its commercially reasonable efforts to do so, Customer shalt be entitled to laminate the then remaining term of the Order
Form for cause in accordance with Sa don 1 above as Custxner's remedy. Kronos' obilgations hereunder for breach of warranty are condtiloned
upon Customer notifying Kronos of the material breach in writing, and providing Kronos with sufficient evidence of such non -conformity to enable
Kronos to reproduce and/or verify the spina,
10.3 Kronos warrants (hat all equipment shall be free from defects In materials and workmanship during the warranty period as described In
article 8 above, In the avant of a breach of this warranty, customers exclusive remedy shall be Kronos` repair or replacement of the deficient
equipment. art Kronos' apffon, provided that customers use, Installation and maintenance thereof have conformed to the published spedlicafions
for such equipment. This warranty Is extended to customer only and shall not apply to any equipment (or parts thereto in the event of;
a) damage, defects or malfunctions resulting from misuse, accident, neglac, tampering, (including modification or replacemarht of any
Kronos components on any boards supplied with the Equipment), unusual physical or electrical stress or causes other than normal and
intended use,
b) failure of Customer to provide and maintain a suitable Installation environment, as specified In the published specifications for such
Equipment; or
c) malfunctions resulting from the use of badges or supplies not approved by Kronos,
EXCEPT AS WARRANTED IN THIS SECTION 10, KRONOS HEREBY DISCLAIMS ALL WARRANTIES, CONDITIONS, GUARANTIES AND
REPRESENTATIONS RELATING TO THE SERVICES, EXPRESS AND IMPLIED, ORAL OR IN WRITING, INCLUDING THE IMPLIED
WARRANTIES OF MER04ANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON -INFRINGEMENT, AND WHETHER OR
NOT ARISING THROUGH A COURSE OF DEALING. THE SERVICES ARE NOT GUARANTEED TO BE ERROR -FREE OR
UNINTERRUPTED. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, KRONOS MAKES NO WARRANTIES OR
REPRESEwNTATiONS CONCERNING THE COMPATIBILITY OF SOFTWARE OR EQUIPMENT OR ANY RESULTS TO BE ACHIEVED
THEREFROM. KRONOS PROVIDES NO WARRANTY FOR SUPPLIER HARDWARE OR SOFTWARE EXCEPT AS OTHERWISE
SPECIFICALLY PROVIDED ON AN ORDER FORM.
11.0 DATA SECURITY
11.1 As part of the Services, Kronos shall provide administrative, physical, and technical safeguards for protection of the security. confidentiality
and lntagrity of Customer data. Customer acknowledges that such safeguards endeavor to mitigate security Incidents, but such incidents may not
be mitigated entirely or rendered harmless. Customer should consider any particular Kronos supplied security -related safeguard as Just one tool
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
or data protection statutes, rules, of regulations governing the respective activities of the parties. under this Section E.
11.2 As between Customer and Kronos, all personally Identifiable data contained In any applications or systems supplied by Kronos, or to which
Kronos has access to under this Sectken E ("Personally Idenit(lahle Data`) is Customer's Confidential Information and will remain the property of
Customer. Customer represents that to the best of Its knowledge such Personalty Identifiable Data suppled to Kronos Is accurate. Customer
hereby consents to the use, processing and/or disclosure of Personalty Identlflabks Data by Kronos and its Suppliers wherever located only for the
purposes described herein and only to the extent such use or processing Is necessary for Kronos to carry out its duties and rssponslbilitles under
this Section E or as required by W.
11.3 Priar to Initlallon of the Services and on an ongoing basis thereafter, Customer agrees to provide notice to Kronos of any extraordfnary
privacy or data protection statutes, rules, or regulations which ere or becoma applicable to Customer's Industry and which could be imposed on
Kronos as a result of provision of the Services. Customer will ensure that: (a) the transfer to Kronos and storage of any Personalty Identifiable
Data by Kronos or its Suppiler's data center, Is permitted under applicable data protection laws and regulations, and, (b) Customer will obtain
consents from Individuals for such transfer and storage to the extent required under applicable laws and regulations,
11A Upon the cassatfon of the Services, Customer shall be afforded the opportunity to retrieve as Personally Identifiable Data In accordance
with Section 1.5 above.
12. RESPONSABII.f1Y OF CUSTOMER
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
misappropriate any United States or.Conadian copyright or patent, Kronos wail Indemnify and hold Customer harmless and defend such action at
its sole cost and expense and pay all costs Including reasonable attorney fees and damages resulling from such claim. Kronos will have sole
control of the defense of any such action and all negotiations for Its settlement or compromise. Customer will cooperate fully at Kronos' expense
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
the Services by reason of Infringement or misappropriation of a United States or Canadian copyright or patent, or If In Kronos' opinion, the
Services am likely to become the subject of a successful dalm of such infringement or misappropriation, Kronos, at Kronos' option and expense,
will use commercially reasonable efforts to (a) pfoors for Customer the right to continue using the Services as provided in the Agreement, (b)
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
(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
fees and Monthly Service Fees paid by Customer for the infringing elements of the Services covering the period of their unavailability.
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
Services by anyone other than Kronos; (b) use of fhe Services other than in accordance with the Documentation or as authorized by the
Agreement; (c) use of the Services In conjunction with any data, equipment, service of software not provided by Kronos, where the Services
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
the Agreement, Notwithstanding the foregoing, with regard to Infringement claims based upon software created or provided by a licensor to
Kronos or Suppliers, Kronos' maximum liability will be to assign to Customer Kmnos' or Suppliers recovery rights with respect to such
Infringement Balms, (provided that Kronos and/or its Supplier shall use commercially reasonable efforts at Customer's cost to assist Customer in
seeking such recovery from such licensor).
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
26
Suppliers, ff Lhe aefion Is arising from or relating to; (a) emptoyment-related claims ariafng out of Customer's configuration of the Services; (b)
Customer's modfNcation or combination of the Services with other services, softwe of equipment not furnished by Kronos, provided that such
Customer modiS ation andlor combirtatlon is the cause of such inMngemant and was not authorized by Kronos, or, (c) a dakn that the Customer
Content Infringes in any manner any Intellectuat property right of any third party, or any of the Customer Content Contains any material or
Information that Is obscene, defamalory, libelous, or slanderous violates any person's right of publlefty, Privacy or personality. or has otherwise
caused or resulted In any tort, Injury, damage or harm to any other Parson. Customer will have sale control of the deferme of any such action and
all negotiations for Its settlement or compromise. Kronor wail cooperate fully at Customer's expense with Customer In the defense, settlement or
Compromise of any such adlon.
13. LIMITATION OF LIABILITY
131 EXCEPT AS SPECIFICALLY PROVIDED WITHIN THIS AGREEMENT, KRONOS AND ITS SUPPLIERS WILL NOT BE LIABLE FOR ANY
INJURIES CAUSED BY THE USE OF THE SERVICES OR BY ANY ERRORS, DELAYS, INTERRUPTIONS IN TRANSMISSION, OR FAILURES
OF THE SERVICES,
13.2 EXCEPT FOR KRONOS' INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 12 ABOVE, THE TOTAL AGGREGATE
LIABILITY OF KRONOS OR ITS SUPPLIERS TO CUSTOMER ANWOR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT
SHALL BE LIMITED TO DIRECT DAMAGES PROVEN BY CUSTOMER, SUCH DIRECT DAMAGES NOT TO EXCEED AN AMOUNT EQUAL
TO THE TOTAL NET PAYMENTS RECEIVED BY KRONOS FOR THE SERVICES IN THE TWELVE MONTH PERIOD IMMEDIATELY
PRECEDING THE DATE IN WHICH THE CLAIM ARISES.
13.3 IN NO EVENT SHALL KRONOS OR ITS SUPPLIERS, THEIR AFFILIATES, SERVICE PROVIDERS, OR AGENTS BE LIABLE TO
CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR FOR
ANY LOST OR IMPUTED PROFITS OR REVENUES, LOST DATA OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING
FROM DELAYS, NONDELIVERiES, MISDELIVERIES OR SERVICES INTERRUPTION, HOWEVER CAUSED, ARISING FROM OR RELATED
TO THE SERVICES OR THIS AGREEMENT, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED,
WHETHER BREACH OF WARRANTY, INDEMNIFICATION, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, AND WHETHER LIABILITY
IS ASSERTED IN CONTRACT, TORT OR OTHERWISE, AND REGARDLESS OF WHETHER KRONOS OR SUPPLIER HAS BEEN ADVISED
OF THE POSSIBILITY OF ANY SUCH LIABILITY, LOSS OR DAMAGE.
13.4 EXCEPT WITH RESPECT TO LIABILITY ARISING FROM KRONOS' GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, KRONOS
DISCLAIMS ANY AND ALL LIABILITY, INCLUDING SUCH LIABILITY RELATED TO A BREACH OF DATA SECURITY AND CONFIDENTIALITY
OBLIGATIONS, RESULTING FROM ANY EXTERNALLY INTRODUCED HARMFUL PROGRAM (INCLUDING VIRUSES, TROJAN HORSES,
AND WORMS), CUSTOMER'S CONTENT OR APPLICATIONS, THIRD PARTY UNAUTHORIZED ACCESS OF EQUIPMENT, SOFTWARE OR
SYSTEMS, OR MACHINE ERROR
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