Software Renewal Agreement - Kronos, Inc.

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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.