Software Renewal Agreement - Kronos, Inc.

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(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.