HomeMy WebLinkAbout17. Approve Agmt w-Kronos Inc for Workforce Ready & Workforce Telestaff Softwarelica"O
7 RO M: OFFICE OF THE CITY MANAGER
BY: ANIL H. GANDHY, DIR. OF FINANCE & INFORMATION TECHNOLOGY
MARIA 1. RIVAS, ADMINISTRATIVE AIDE
1ATE- AUGUST 28, 2018
SUBJECT: APPROVE AND EXECUTE AN AGREEMENT FOR KRONOS WORKFORCE
READY, KRONOS WORKFORCE TELESTAFF AND KRONOS WORKFORCE
SCHEDULER SOFTWARE SOLUTION FOR PAYROLL, TIMEKEEPING, AND
SCHEDULING MODULES
That the City Council authorize the City Manager to approve Agreement with Kronos
Incorporated for Workforce Ready and Workforce Telestaff Software for Payroll,
Timekeeping, Leave Management and Scheduling modules in an amount not to exceed
$314,683 over the next three fiscal years.
The City Manager formed an inter -disciplinary team of city staff from all departments in the city
to brainstorm, evaluate, and present solutions which bring innovation and more importantly,
efficiency to the organization. One of the inaugural ideas of the Downey Technology and
Innovation Team was to evaluate and investigate options for a fully automated system to
process payroll, timekeeping, and scheduling throughout the organization.
Over the course of the last year, staff met with city department supervisors regarding the
cumbersome timekeeping system and formed a staff evaluation team which had representatives
from city departments to review, evaluate and recommend a vendor and system for timekeeping
and scheduling.
The evaluation team researched vendors who could provide a more efficient timekeeping, and
in some cases, scheduling solution. Staff conducted lengthy and in-depth software
demonstrations, technical reviews and cost analysis with WorkDay, Executime and Kronos.
Currently, the Police and Fire Departments alone manage daily schedules of over 272
personnel to provide adequate 24 x 7 public safety staffing. Scheduling the various staffing
needs (shift bidding, vacation, time off, sick leave, training and temporary assignments) for our
city is very complex. Currently, the Police Department utilizes a scheduling program that was
developed in-house and the Fire Department utilizes Fire Data Management (FDM) Software
solution for their scheduling needs, however, it does not provide assistance with leave
KRONOS WORKFORCE READY, TELESTAFF & SCHEDULER
AUGUST 28, 2018
PAGE 2
management, and creates a significant amount of manual documentation. Although their
current programs have performed well, they require a significant amount of staff time from the
scheduling through the payroll process.
With the exception of Parks and Recreation, most of the non=public safety departments do not
require a scheduling piece._ However, all other features of timekeeping are processed by a
variety of burdensome, non -electronic paper methods. Departments process significant
amounts of paper prior to each payroll period, which increases the chance for clerical errors.
After careful analysis, Kronos' Incorporated Workforce Ready solutions were the most highly
ranked in every criterion by the evaluation team. The Kronos' Workforce Ready Solutions would
be used by all City staff as an automated solution for timekeeping, time card management,
electronic submission and integration into our existing EDEN finance software. In addition, staff
is recommending the Kronos Workforce Telestaff solution provide scheduling software for Police
and Fire Departments with a KronosWorkforceScheduler for 400+ part time staff.
In order to meet the challenges and provide more efficient processes, the following three
software solutions are being recommended to fully automate timekeeping, leave management,
and scheduling needs.
Kronos Workforce Telestaff is atailored solution for scheduling and timekeeping for public
safety personnel. The Telestaff solution includes, but is not limited to, the following functionalities:
• Provide cloud -based access to employee schedules and leave balances
• Incorporate department policies and procedures to ensure implementation of fair and
consistent staffing practices
• Incorporate all Memorandum of Understanding (MOU) rules to ensure each group is being
compensated accurately
• Manages the dynamic daily rosters of public safety personnel
• Generates detailed staffing and usage reports
• Immediately identifies daily vacancies and automatically identifies and notifies appropriate
replacement personnel
• Provides for automated notification to staff in the event of an emergency (this will require an
estimated $365/ month for Voice over Internet Protocol (VoIP) usage relating to automated
call outs and notification depending on usage)
• Allows for detailed audit trail for all activity
• Reports payroll activity through an interface into the city's EDEN payroll system.
Kronos Workforce Scheduler provides a scheduling solution' for the 400+ part time
requiring more detailed scheduling for the various locations given they operate outside of
normal business hours and weekends. It includes features that will allow the City to:
• Control labor costs and tracks the 999 hour max limit
• Simplify schedule creating and management
• Allow supervisors to make staffing decisions based on their staff's availability
• Gain visibility with robust reporting capabilities
Kronos Workforce Ready provides the timekeeping solution to accurately document hours
worked, overtime, and leave management to facilitate the ability to comply with federal and state
labor laws and manage labor costs. The implementation of a more robust, integrated system
2
KRONOS WORKFORCE READY, TELESTAFF &SCHEDULER
AUGUST 28, 2018
PAGE 3
will allow the City to manage the payroll process more efficiently by utilizing such features as
electronic signatures and daily time capture.
The City of Downey is a member of the U.S. Communities Government Purchasing Alliance
(U.S. Communities). U.S. Communities' cooperative contract purchasing leverages the
national purchasing power of more than 90,000 member public agencies while also
streamlining the required bidding or purchasing process. Kronos Incorporated (Kronos) is a
vendor member of the U.S. Communities and was awarded a contract for workforce
management system through a competitive Request for Proposal (RFP# 14-JLR-003) dated
March 18, 2015, Amendment One dated June 4, 2014) process issued for the Harford
County Public Schools
The price terms are very competitive. Upon consideration of the demonstrated successful
implementation in a number of agencies, staff is recommending the City Council approve a
Purchase Order and; Agreement with Kronos Incorporated for their Kronos Workforce Ready
for time and attendance, Leave Management, Kronos Workforce Ready Scheduler for part-
time scheduling and Kronos Workforce Telestaff Solution for public safety scheduling.
The total cost for the Kronos Solution for three years is $314,683 with $136,769 for Year 1,
$88,957 for Years and 3, respectively. This includes the implementation, annual software
fee, and on-site training (Attachment A). In addition, an estimated $365 per month for VolP
usage automated call outs and notifications for Workforce Telestaff (public safety).
Fiscal Responsibility
Efficiency and Adaptability
Total cost for the Kronos Solution for three years is $314,683 with $136,769 for Year 1, $88,957
for Years 2 and 3, respectively. This includes the implementation, annual software fee, and on-
site training (Attachment A).
Year - Public safety portion will be funded from Measure "S"in the amount of $70,000 and
$67,000 from the General Fund. Years 2 and 3 $89,000 will be appropriated in FY 2019-20
and FY 2020-21. In addition, an estimated $365 per month for VoIP usage automated call outs
and notifications for Workforce Telestaff (public safety.
ATTACHMENTS
Attachment A: Cost and Implementation Schedule
Attachment B: Kronos Workforce Telestaff — Order Form
Attachment C: Kronos Workforce Ready & Scheduler — Order Form
Attachment D: Master Agreement between U.S. Communities and Kronos
3
9
ATTACHMENT
# 4 KRC)NC3-S Order Form - Workforce Central SaaS for SMB
Quote N:
Order Type:
Standard
Expires: 7/31/2018
Date:
4/27/2018
Prepared B : Nedim Par=fd
Bill tanAttn: Anil Gandhy
Ship To:
Attn: Anil Ganchy
City of Downey
City of Downey
11111 Brookshire Ave
11111 Brookshire Ave
Enter City, State & Zip
Enter City, State & Zip
Email:uw-fl
Solution ID: 6152345
FOB:
shipping point
Currency: us
Ship Method:
FedEx Ground
Customer PO #:
Freight Terms:
Prepay & Add
Data Center: USA
Notes:
This order entered into between the Customer and Kronos is subject to the terms and conditions of the Contract 414-JLR-003 dated March 18th, 2014 between the Lead Agency (acting as the
"Owner") and Kronas incorporated (as the "Contractor"), m amended
Initial Term: Three year
Billing Start Date: 90 days from execution of Order Form
Renewal Term: One Year
Payment Terms: Net 30
Billing Frequency (unless otherwise noted, all invoices are due per the payment terms noted above).
Applications: Annual in Advance
Professional Services (Bill As You Go) : Fixed Fee, 100% at Signing
Knowledgelaass & Education Subscription: Upon execution of Order Form
2nd Year Annual Application Fee: $26,400
3rd Year Annual Application Fee: $26,400
The Workforce TcIa5t.ffbundle .. this Order Farm includes: Workforce TqIqSlaI`f Enlomlise, W,,kfrc,T,IStaff Global Access, Workforce TtIeStaffInst itution Focus, Workfo—TeleStaff Contact Manager, and Workforce
Tel estaff Bidding. Workforce TcIrSt,ffGateway Manager rd Workforce TeleStaff Gateway Manager Interface are licensed an per quantity basis and n at, per employee basis and only need to be licensed once The costs of
any individual Application (s) included in the Workforce TrIrSalf ftrdl.li a, Workforce TeleSUffostitution Focus) will be set forth on , mutually agreed upon Order Form based on Kronos' than current list price
The Professional Services TSG SMB implementation guidelines are attached to this Order Form,
City of Downey Kroncis Incorporated
ldyt
Gilbert A. Livas
Title: City Manager
Date:
I Tir krLf.q - tj T -
Kronos Incorporated 900 Chelmsford Lowell, MA 01851 (800) 225-1561 (978) 250-9800 www.Kranus.com
A-IFFACHMENT B
KRONOS"
WORKFORCE TELESTAFF IMPLEMENTATION SERVICEs GUIDELINE
The following applies to all entitlements within TeleStaff SaaS/SMB implementations:
Workforce Paragon Implementation methodology: Kronos SaaS SMB fixed scope, remote implementations follow
TeleStaff our Paragon methodology — an iterative, collaborative approach, driven by value and realized through
Entitlement collaboration. Paragon is bolstered by tools and techniques and Kronos process recommendations to ensure
you're always up to date, and accelerated testing processes to ease the effort and improve the results of
testing. The Paragon project lifecycle, roles & responsibilities, are discussed in more detail here.
Project Management services including:
• Creation and maintenance of an online project workspace, work plan, issues and risks management,
weekly status calls and reports.
• Kronos Project Manager will work with customer Project Manager to jointly run project.
• Project Management includes transition to Kronos Global Support after the first deployment go -live.
Implementation approach
• Kronos will conduct one remote assessment with your project team to create one solution design for
your organization.
• Your team will conduct one testing cycle to accept that solution, which Kronos will support.
• Kronos will support one production cutover.
Technical Architecture. Two environments (1 Production, I Development) will be designed and built to
house all the modules purchased. Implementation will occur in the Production environment prior to cutover.
The Development environment may be refreshed from Production to support testing and training activities.
Training. We train your core team, and provide you with KnowledgePass collateral and toolsets to train your
end-users. Our training system allows you to be flexible in how you train your core team: The training provided
with each SaaS SMB proposal varies based on employee/entitlement subscription counts but always provide
both direct project team training and indirect training such as train -trainer classes to support end-user and
scheduler training. Kronos training curriculums can be reviewed on the Kronos customer web -site
h s, �gon�rnt�nit_.kron_os.Lom
1.sllearn.
Rapid Implementation: Kronos SaaS SMB fixed scope implementations are designed to deliver value
quickly to your organization. Project timelines generally span 2-5 months depending on the number of
entitlements selected. Implementation support for these time spans are included in the package. Extended
project timelines requested by customers can be supported with additional professional services agreed via
change order.
E
%4 KRONOS"
1.1 WORKFORCE TELE Taff STANDARD SEWCES
Workforce (1) Schedule group with staffing rules
TeleStaff (1) Administrative schedule group, no staffing rules
Entitlement
A schedule group has a 1:1 relationship with a paper schedule. It is a single schedule for a defined set of
employees based on common tasks, skills, or other qualifiers. The group is governed by standardized business
processes and rules regarding shifts, schedule assignment, exceptions, staffing vacancies, and/or offering
work opportunities.
One-time data import of customer supplied person data in Kronos format
One-time data import of customer supplied accrual data in Kronos format
Centralized rosters
Multi -day schedule views
Leave restrictions for staffing codes (includes thresholds)
Time off requests/approvals
Shift trades
Workflow notifications
Standard reports
Assignment templates
Standard payroll export
Email/text notifications
Roster headcounts, excluding minimum staffing levels
Work availability status and opportunity sign up
Vacancy fill rules
Fatigue rules
Personas and roles, up to (5) staffing authorities/roles
(1) Bid
One production cutover
2
1-011,
5
04
WORKFORCE TELESTAFF VALUE ADDED SERVICES
The following value-added services are available for Workforce TeleStaff SaaS/SMB implementations for an additional fee and
if identified on the Order Form. Refer to the Kronos order form for a list of a la carte services included with your purchase.
E
Additional schedule groups with staffing rules
Additional administrative schedule groups, no staffing rules
Additional go live/deployments
Manual telephony messaging/notification
Automated staffing including telephony per scheduling group with staffing rules
3'd party import/exports using Kronos standard format
Standard WFC/WFTS integration bundle
Standard WFR/WFTS integration bundle
Onsite days (plus travel expenses)
Workforce TeleStaff Administration Training (Configuration and Rules)
Workforce TeleStaff Bid Administration Training (Configuration)
Workforce TeleStaff Database Administration Training
Workforce TeleStaff Staffer Training (New User)
LDAP
SSO Authentication
Additional Bids
Blueprints
Kronos will invoice Customer each month in arrears for Workforce Telestaff IVR service usage fees for the total actual number of metered minutes used
each month (the "Minute Usage Fee") at a rate of $0.12 per minute.
Your Kronos solution includes:
SOFTWARE
SUPPORT SERVICES
QUOTE SUMMARY
........ . .
Kronos Incorporated 900 Chelmsford Street Lowell, MA 01851 +1 800 225 1561 www.kronos.com
6-4 KRONOS
ORDER FORM DETAIL
Quote#: 592859 -1
Order Type: Upgrade US
Expires: 31-JUL-2018
Date: 30 -JAN -2018
Sales Executive: Pajevic, Nedirn
Page: 1/2
Bill To: Aftn:AN I L GAN DHY
Ship To: Attn:ANIL GANDHY
CITY OF DOWNEY
CITY OF DOWNEY
11111 BROOKSHIRE AVE
11111 BROOKSHIRE AVE
DOWNEY
DOWNEY
CA 90241
CA 90241
United States
United States
Solution ID: 6152345
Contact: Anil Gandhy
Email: exception@kronos, com
Ship To Phone: 1 562 904-7284
Payment Terms: N30
FOB: Shipping Point
Currency: USD
Ship Method:
Customer PO Number:
Freight Term: Prepay & Add
Order Notes:
This order entered into between the Customer and Kronos is subject to
the terms and conditions of the Contract #14-JLR-003 dated March 18th, 2014
between the Lead Agency (acting as the "Owner") and Kronos Incorporated (as the "Contractor"), as amended.
Kronos will invoice Customer each month in arrears for Workforce Telestaff IVR service usage fees for the total actual number of metered minutes used
each month (the "Minute Usage Fee") at a rate of $0.12 per minute.
Your Kronos solution includes:
SOFTWARE
SUPPORT SERVICES
QUOTE SUMMARY
........ . .
Kronos Incorporated 900 Chelmsford Street Lowell, MA 01851 +1 800 225 1561 www.kronos.com
4 KRONOS
Quote#: 592859 - 1 Page: 2/2
CITY OF DOWNEY
Signature:
Name: Gilh-er-t_ A. Livas
Title: City Manager
Signature:
Name: I
Title: I
—=Yective Date: Effective Date:
INFRINI, IM.,
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tnd User License Agreement found at http.-Ilwwwredhat.comllicensesljboss—eula.htmi. Shipping and handling charges will be reflected on the final invoice.
APPROVED AS Tr--" 17"' fylay
BY:
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Kronos Incorporated 900 Chelmsford Street Lowell, MA 01851 +1800 225 1561 www.kronos.com
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Quote#: Q-03761
Expires: 6/3012018
Sales Executive: Nedim Pajevic
Quote#: Q-03761
Page 1/3
ORDER FORM
Order Type: Quote
Date: 6/21/2018
Bill To Contact: Anil Gandhy
Ship To Contact:Anil Gandhy
Bill To: CITY OF DOWNEY
Ship To: CITY OF DOWNEY
11111 BROOKSHIRE AVE
11111 BROOKSHIRE AVE
DOWNEY, CA 90241 USA
DOWNEY, CA 90241 USA
Ship to Phone:1 (562) 904-726
Contact:ANIL GANDHY
IL ".r �
Currency: USD FOB: Shipping Point
Customer PO Number: Ship Method:
Solution ID: 6152345 Freight Term: Prepay & Add
Initial Term:36 months Renewal Term: 12 months
Billing Start Date: 90 Days from Execution of Payment Term: Net 30 Days
Order Form
FeTrITTIZ =I -
This order entered into between the Customer and Kronos is subject to the terms and conditions of the Contract #14-JLR-003 dated
March 18th, 2014 between the Lead Agency (acting as the "Owner") and Kronos Incorporated (as the "Contractor"), as amended.
The Professional Services Engagement Overview is attached to this Order Form as a summary for the implementation services to be
provided by Kronos for the Workforce Ready Setup Fees set forth on this Order Form.
Year 2 Minimum Annual SaaS Service & Equipment Rental Fee: $62,557.20
Year 3 Minimum Annual SaaS Service & Equipment Rental Fee: $62,557.20
Except for the Setup Fees expressly stated on this Order Form, it is Customer's intent to purchase training from a third party,
SaaS Seuwices
Billing Frequency: Monthly in Arrears
Kropos Incorparated 900 Chi; msford Street Lo%wfll. NIA 01851 -1800 225 1561 -emw-kfonoixwn
ATTACHMENT C
One T�me Setup Fees
Billing Frequency: Fixed Fee 100% at signing
. .... . .....
Quote#: Q-03761
Page 2/3
Quote Summary
FMihimu!mM!onth7IyS!aaS Service & Equipment Rental Fee
Rental USD 5,213.10
Kronos kicarpoiated 900 CheIrrisford Street Lowell. MA 01851 -1800 225 1561 -,Ymdv.krOrIoS,COM
Signature— ,
Effective Det:
0 0 - 0 1 .
Signature:
Name,
Witte;
Effective Date- I
invoice amount will reflect deposit received. All professional services are billed as delivered with a payment term of Net Upon Receipt. Unless
otherwise indicated above, this order is subject to the attached terms and conditions which the customer acknowledges have been read. THIS
ORDER IS SUBJECT TO APPLICABLE TAXES. THE TAX AMOUNT SHOWN ON THIS ORDER 1S ONLY AN ESTIMATE. THE ACTUAL TAX
AMOUNT TO BE PAID BY CUSTOMER WILL BE SHOWN ON CUSTOMER'S INVOICE. Shipping and handling charges will be reflected on the
final invoice.
APPROVED A-: J
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GARCIA
Kroros Incorporated 900 C heirn sfo i'd Street Lowell. MA 01851 -1300 225 1551 wAxAforios.com
64 KRONOS
This Professional Services Engagement Overview outlines the scope of services to be provided by Kronos for the Setup Fees indicated on the
applicable Order Form, to CITY OF DOWNEY("Customer") related to the Core Modules, Value -add Modules, and/or Optional Services contained in the
document. Our Professional Services engagements are designed to help our Customers successfully implement your Core Modules, as well as enable
you to easily layer Value -add Modules and functionality over time based on your priorities, schedule, and resources,
The Kronos® Workforce Ready® (WFR) Professional Services engagement described herein is fixed price based and is subject to the terms and
conditions governing your Kronos Workforce Ready — Software as a Service (the "Agreement"). Unless otherwise defined herein, words and expressions
defined in the Agreement shall have the same meaning in this Professional Services Engagement Overview
Your Workforce Ready SaaS Solution
Core Modules
Employees
Deployments
Estimated Duration
WORKFORCE READY TIME KEEPING
866
202 Days
WORKFORCE READY ACCRUALS
665
WORKFORCE READY SCHEDULER
365
Valu• Add Modules
Employees
Deployments
Estimated Duration
Workforce Ready Leave
865
1
30 Days
CITY OF DOWNEY and Kronos Collaboration
A successful Professional Services Engagement will require close collaboration between CITY OF DOWNEY and Kronos. The Kronos Professional
Services team is equipped to help keep you on target for meeting project milestones and requirements, as well as to assist you in configuring and
deploying the Kronos Workforce Ready solution that meets your organization's specific requirements. Your organizations participation and commitment
to the project goals and timeline are critical to help ensure success. Please see the Kronos Workforce Ready Professional Services Engagement
Guidelines at
httW/A q
to review both parties' responsibilities
The Estimated Duration stated above is an estimate based upon our experience with our customers and products. Depending upon the preparation and
engagement of your organization, there may be opportunity to accelerate the completion of this engagement. However, the Estimated Duration may be
exceeded based on the level of preparedness, bandwidth, and skill level of your available resources. Other examples that may extend the Estimated
Duration include: separate deployments of the solution, having a unionized workforce, and policies that vary across employee groups.
Core Functionality Deliverables
Working in close collaboration, CITY OF DOWNEY and Kronos will deploy the following core modules and functionality in 202 estimated days from
project kick-off:
pay
through these core components:
• Total Cost Centers
• Profiles
• Timesheet
• Time Off Request
• Pay Calculations
• Pay Prep
• Accruals
• Security
• Points
Tables
• Rate
• Holiday
• Manager Levels
• Employee Perspective Scorecards
• Workflows
•
Time Off Requests
Kronos kicorporated 900 C hehv sfa r d S I roet Lawtfl, NIA 01651 -1800 225 1561 %,PAn,v,kr0rl0S,C0r',1
- Timesheet Change Requests
• Schedules
• Daily Rules
• Work Schedule Profiles
Pay Periods
• Counters
• Time Off Categories
•Reports
• Standard TLM Pre -Configured (61)
• Custom up to 5
Timekeeping Admin Training
Accruals Module VVFR Accruals module adds comprehensive accrual administration to Workforce Ready Time Keeper by automatically
enforcing your timeoff policies through:
• Consistent enforcement of policy
• Configurable calculation methods & grants
• Time -Off routing & approval workflow(requires TLM)
• Time -Off requests at data collection devices
• Automatic updates to schedule & timecard (requires TLM)
• Visibility to projected balances
• Automatic balance reduction (requires TLM or PR)
• View time -off calendars for groups
• Mobile access
One -Time data load using customer -supplied data for current year in a standard Kronos-supplied format
• Accrual balance interface with 3rd party payroll system
• WFIR accruals requires WFIR Timekeeper
MuUUM WVF�ttOWUUTWJ tJJVVfU�JMEG GUL I I— IV— MP IV
requirements with budget and business demand through:
• Schedule build based on budget & demand
• Fill w/best-fit employee preferences & skills*
• Drag -n -Drop scheduling tools
• Configurable color -coded scheduling views
• Budgeting constraint visibility
• Configurable routing & approval workflow
• Tools for determining schedule effectiveness
• True rate cost of schedule**
• *Scheduler function requires V\[FR HR
• _Scheduler function requires WFR Time Keeping
Value -Add Functionality Deliverables
Once your core functionality is deployed, Kronos will work in close collaboration with CITY OF DOWNEY to deploy the following Value -Add modules
and/or functionality over time in short, agile deployments aligned with your priorities, schedule, and resources-,
• Federal & state leave policy enforcement
• Employer -specific leave policy enforcement
• Qualifying questionnaire
• Leave eligibility, type & duration determination
• Leave case routing workflow
• Leave case life cycle monitoring
• Leave hour interface with timesheets
• Employee self-service leave request & history
• Standard reporting & email notification alerts
• One -Time data load using customer -supplied data= current leave cases, leave case entries & entitlement
balances in a standard Kronos-supplied format
- Maximum value when used with WFIR Time Keeping, Accruals & HR
Online Training and Support Tools
The My Learning area within Workforce Ready provides immediate access to online, role -based education content and support tools that provide step-
by-step training on solution features and functions to drive proficiency and user adoption. Your managers and employees can gain proficiency and boost
productivity by taking full advantage of:
-Three-minute simulations: Quick demonstrations of common tasks provide effective training or skills reinforcement
-Job aids: Handy, printable reference sheets with step-by-step instructions for performing common tasks supplement and support employee
training to drive high user adoption and productivity
-Sandboxes with exercises: Available for Administrators, these tools let users practice performing tasks from an exercises document in a
training database.
Please see for more information on training roles and available content.
. ... .... ..
Kronus Incorporated 900 Chelmsford S"ruct Lowell, MA 01851 q1800 225 1561 ,r*,v.kror=,,,;Drn
Assumptions
Kronos has used the following assumptions and dependencies in preparing this Professional Services Engagement Overview:
• All services will be delivered remotely, unless otherwise stated. The project kick-off date will be determined based on complexity of the
implementation and resource availability, and may start up to 30 days after a Workforce Ready Order Form is executed by the Customer.
• Prior to the start of the project, the Customer will confirm in writing the business and technical requirements of the project.
• Kronos will communicate with Customer's Project Manager, the appointed Point of Contact for Customer on this project. He/she will be
responsible for all communications and project management among all Customer parties (staff, vendors, consultants) and for the escalation
and resolution of any issues for Customer. Customer is responsible for all hardware, software, and services provided by other consultants or
third party vendors that may also be involved with the project.
• Kronos will not be responsible for troubleshooting the Customer's environment such as their operating system, hardware resources, or
database schema.
• Kronos will not be responsible for troubleshooting applications or hardware not provided by Kronos.
• Change Orders are subject to scope review and may impact the project timeline or cost. If additional work beyond the initial scope of this
Professional Services Engagement Overview is required as a result of a Change Order, the Customer may be charged.
Change Orders
Requests for change to this Professional Services Engagement Overview or the project it covers must be submitted to your Kronos Sales Executive and
Kronos Workforce Ready Consultant in writing.
Any of the following items will be considered Out of Scope and require a Change Order:
• Material changes in the Scope or effort
•Material changes in the number or type of Deliverables to meet the defined scope of effort
-Changes to the project resource requirements
-
•Changes to scheduled dates after acceptance of the Project Plan
•Kronos will not be responsible for troubleshooting applications or hardware not provided by Kronos,
•Change Orders are subject to scope review and may impact the project timeline or cost. If additional work beyond the initial scope of this
Professional Services Engagement Overview is required as a result of a Change Order, the Customer may be charged.
Kronos will estimate the time and fixed cost needed to implement the change and the impact it may have on the delivery of project covered under this
Professional Services Engagement Overview. Kronos will perform the requested work once the Change Order has been completed and signed by the
Customer.
Completion Criteria
The project covered under this Professional Services Engagement Overview will be considered complete when any one of the following completion
criteria is met. Once one of these is met, no further work will be completed, If additional work is required, a Change Order or new Professional Services
Engagement Overview must be generated.
Completion Criteria:
•The Customer has approved in writing
-The System has been put into use within a production environment for 14 calendar days
•More than twelve (12) months has passed since the date of signature of the Workforce Ready Order Form
The Customer may provide approval in writing via email or an alternative agreed upon method.
.. . .... . .. . . .......
Kroros Inccrperated 900 Chelmsford Street Lowell. NIA 01851 -1800 225 1561 vpmetkronosxorn
THIS AGREEMENT, made this day of March . 2014, by and between Harford County Public Schools,
hereafter called "Owner" and Kronos Incorporated, a corporation at 287 Billerica Road, in the City of Chelmsford
and State of Massachusetts, hereinafter called "Contractor".
*implate the services described as follows:
RFP 14-JLR-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,ILR-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.
Jeffrey OP&t"PPS, Supervisor
Company Name
JohnO'Brien
Company Representative Printed Name
_2/21/14
Date
ATTACHMENT i
1... s T'.1177 -7717777,77-n- = . 1 1
SECTION 1. CONDITIONS • SOFTWARE LICENSES, SOFTWARE1 EQUIPMENT SUPPORT:.:1..
EDUCA710MAL AND PROFESSIONAL SERVICE& This Section apply for all transactions except Workforce Ready
and the Worldorce Central SaaS offering ( niot Including the professional And educational services governed by this
SECTION C- 9L= AND C!2 This Section applies only for transactions tlial
Involve Kronoe howflng for Software licensed under Section 13 and Identified an CLOUD 2 -
SECTION c -i- 0W.HOSTING TERMS AND CONDITIONS . This Section applies only for transactions that Involve Kronos
hosting for Software licensed under Section 8 and Identified as CLOUD.
SECTION 13; tW MAM�ANO tdjottlbNt This SoLlJon applies only (or Waddorce Central
transactions in a SasS enviromnent (except . the related professional and e. ... Section 8)
1. APPLICATION OF
Those
terms Y conditions apply B., * • a or4eiAW4Wed+: Incorpomted ro • from
aligible Participating Public Agency
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an an ardor form on toot!
In addition a #m terms set forth In this Sectionand Condition Ow following sections apply for the specific Iforing referenced.
Section B shall apply to the Software licenses and purcbasW Equipm�W support services. and prdesslonal and adlucational services,
S) Section"I apply t. On Hosting _, r.:. purchased connection w:':Y certain Soffivare licensed under Section
(10) Section 0 shah apply to the Wo*ftm:e Central Sees Orders; and
ov) Section E sW apply to the Workforce Ready Sass OWw.
AM orders are "act to the apprml of s' corporate office in Chelmsford. Massachusetts. This Agreement and the order Form sW
supersede thepre-printed terms of any Customer purchase order or other Customer ordering document and no such Customer pre-printed terms
shall apply to the Nems ordered.
adopted2. APPLICABLE LAWS
This Agreement shall be governed by the state law In which Customer is based provided however, If such Jurisdiction has
Computer. Act (UCJTA� orsuch otherthe'�artlft expresslyW" Y -opt-ourofand . be governed#.
UCITr. or
other
G . L ponies.:1 the application of the :.•: Nations 6 .• on iTradeLaw4M +'
1460066t"46�ors
contracts
..Y ,rt 1. 04
idiom$" sale a #••' :y..theinterpretationor enforcement.i thisAgrewanL
&EXPORT
Customer admWedges that the Equipment and Software may be restricted by the United States Government or by the country In whilch the
Equipment or Software Is Installed from axW to certain countries and certain orgarftationsand Individuals, and agrees to comply with such laws.
Customer agrees to comply with all applicable laws of all of the countries In which Use Equipment and Software may be used by Customer.
Customer's obligations hereunder shall survive the termination or expiration of the Order Form. Customer must obtain Kroros prior written
consent belore eVartisg the Software.
INFORMATION
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6. TRAVEL EXPENSES
Customer agrees to reimburse Kronos for all pre -approved, reasonable and necessary travel incurred by Koons In the performance ce of Its
obllga _ under this Agreement.provided that such travel compiles with the then current Kronos Travel and E (such policies are
Customer will be bulled by Kronos for such travel expenses and payment thereof shah be due net 30.
T. GENERAL
(a) The invalidity or Illegality of any provision of this Agreement shall not affect the validity of any other provlslon. The parties Intend for the
remalning unaffected provisions to remain In full force and effect
(b) Customer shall not assign this Agreement or the license to the Software without the prior written consent of Kronos and any purported
ass end, without such cotnsent, shall be void.
(c) Neither Party shah be responsible for any re 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 extend that such failure or delay results from an u eable event beyond a party's
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q) Customer may pay an Irrvotce by credit card It the amount Is not greater than $50,000.00
0
SERVICES.SECTION 0
TERMS AND CONDITIONS FOR SOFTWARE LICENSES. SOFTWARE AND EQUIPMENT SUPPORT
AND EDUCATIONAL AND PROFESSIONAL SERVICES
This Section 8 applies to Software lkwtsed, Equipment purchased, support services for Software and Equipment and educational and
professional serAces, when such Items are Identified on the Order which expressly references this Agrownent.
1. PAYMENT AND DELIVERY
Unless obhowlse set forth in this Agreement, payment lerms am Indicated on Me Order Form or other contemporane" ordering documoc�
cont*Vng pcoduct-4mc* pa"ent terms SOW by On parties. .,ecce r . r � c, Y : . i e :: ... Delivery, Order F..
lime and materials basis. Invoiced monthly as rendered.
2. GENERAL LICINSE TERMS
Kronas own or has the right to license it* Software. The Sollivare and Software documentation are confidential and may not be disclosed to a
third party
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3. FEE BASED LIMITATIONS
Customer recognizes and agrees that the license to use the Software Is limited, based upon the amount of the kame fee paid by Customer.
Lknitallons. which are set forth on the Order Form, may Include the number of employees, simultaneous or actira users, Software product
modules, Software features, computer model and serial number and partition, arxUor he number of telephone lines or terminals to which the
Software Is permitted to be connected. Customer agrees to: 1)nye the Software only for the number of employees, sImultaneous or active users,
computer model, partition and serial number, and/or terminals permitted by the applicable license fee,, 1) use only the product modules and/or
features permitted by the applicable kerw fees; and Iii) use the Software only In support alCustomer's own business. Customer agrees not to
Increase the number of employe", simultaneous or active users, partitions, terminals, products modules, features. or to upgrade the model, as
applicable, unless and until Customer pays the applicable fee for such Increasetupgrade. Customer may rat rakense or sublicense the Software
to, or otherwise 1t use of the Software (including timesharing or networking use) by any Oft party. er may not provide service bureau
or other data processing services that make use of the Software without the express prior written consent of Kronos.
rCODE ONLY
Customer may r „ code ,reverse
.-� computerecce _, .compile,
11sassernble or odwwise convert the Programs W uncomplIed or unassembled code. The Programs Include components owned by third
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5. PERMIITTED COPIES
Customer may ropy the Programs as reasonably necessary to load and execute the Programs and for backup and disaster recovery and testing
purposes only, except for additional poples of the Telatima Software and the Kmnos ISedes (which must be licensed separately). All copies of the
Programs or any part tiltereof.- whether In printed or machine readable forth and whether on storage media or otherwise, are subject to all the
terms of this 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.
6. RTES
In the event that Kronos supplas Service Packs, Point Releases and r Releases (Including legistative updates If ble) of the Software
(collectively referred to as 'Updates'), such Updates shall be part of the Software and the pirovislons of this license shall apply to such Updates
and to the Software as modified thereby.
7. ACCEPTANCE
For Customers initial purchase of each Equipment and Software product Kronos shag provide an acceptance lost period (the Test Pedod•) that
commences upon Installation. Installation sW be defined as: a.) Che Equipment, If any, Is mounted. b.) the Software Is Installed on Customer's
s sy and c.) Implementation leen training, If any. IsDuring the Test Period. Customer shall determine whether the Equipment and
Software meet tire Kronos published electronic documentation. ('8 tions").
The Test P shall be for 30 days. If Customer has not given Kmnos a written deficlency statement specifying haw the Equipment or Software
falls to meet the Specifications ('Defidency Statement') within the Test Period, the Equipment and Software shall be dawned accepted. If Customer
provides a Deficiency Statement conch the Test Pedod, Kronos shall have 30 days to correct the deficiency, and Customer shall have an
additional 30 days to evaluate the Equipment and Software. If fie Equipment or Software does not meet fie Specifications at the end of the
second 30 day period. elther Customer or Kroms may terminate this Agreement Upon any such termination, Customer shall return all Equipment
and So (and related documentation) to Kronos. and Kronos shag refund any morales paid by Customer to Kronos for the returned Equipment
and Soflwarn. Neither party shall than have any further liability to the other for the products that were the subject of the Acceptance Test.
8. LIMITED WARRANTY
Kronos warrants that all Kronos Equipment and Software media shall be free from defects In materials and workmanship. fora period of rhtetq
(90) days from Delivery. In the event of a breach of this warranty, Customer's remedy shall be Kronos' repair or replacement of the deficient
Equrspment and/or Software media, at ' option, provided that Customers use, Installation and maintenance thereal have conformed to the
Specifications. This warranty Is extended to Customer only and shall not apply to any Equipment (or parts thereof) or Software media In the event
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(a) damage, defects or mis resulting from misuse. accident, neglect, tampeft, (Includingroodificallono(teplacement of any
Kronos components on any boards supplied with the Equipment), unusual physical or electrical sirm or canes other Own normal and Intended
use;
(b) failure of Customer top and maintain a suitable installation environment as specified In the Speciffcati"; or
(c) mallkirmtIons resulting from the use of badges or supplies nota by Kronos.
ayEAQ. 'A"WAS-1 I CUL -4-10 L2 i2liJ LIE ilk;
S.
i:: i. AND EDucA-noNAL sERvicEs
(a) ENGAGEMENTS
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(c) KRONOS PROFESSIONAL/EDUCATIONAL SERVICES POLICIES
10. SOFTWARE SUPPORT SERVICES
The fol1mving terms and conditions shall govern the Saftware supim services provided by Kronos to Customer.
10.1 SUPPORT OPTIONS
VislorrAere Software). All Updates
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10.3 GOLD SERVICE OFFERIMM
Customer shall be entitled to receive:
-wh I
it, such U 1"wtop0*0"A1hd' q"***a4t0 OOKIonos for such Installation orretraining at Kronos'pricing setforth In this
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(I1) Telephone arx1for electronic access to the Kronos Global Support Center for the logov of requests for serAce during the SetWce Coverage
PSarvite Coverage Pedod for the Gold Service Offering Is 8-00 a.m. to 8-W p,m-, local Urne, Monday through Friday, excluding Kroorni
holidays.
(ill) Weto-basorl support Including access to Software documentation, FAQ's, access to Kronos knowledge base, Customer forms, and a -case
manix
gement. Such offerings are subject to modification by Kranos. Current offerings can be found
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(Iv) Web -based rermte diagnostic technical assistance which may be utilized by Kiortos to resolve Software functional problems and user
problems during the Service Coverage Period.
(v) Access to specialized content as and when made available by Worms such as technical advisories, lean*V quick lips, brown bag seminars,
technical Insider Ups, SHRM a-Leaming, HR Paym# Answerforce and service cue studies.
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Offering Is 24 hours a day, seven days a week, 365 days a year.
secondary
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.:Y...• TechnicalI.:: . designate rr:.t. ,I backup Technical Contacts. Customer
required to place all primary Technical Contacts brough Krono5 product training for the Software covered urmW this Section 8 at Customees
CAmlomers purchasing the Pladnum-Plus option shall also receive a we day per year visit to be performed at the Customer location Wiers the
Software Is installed. During. this onsile visit- Kronos shall work with Customer to
utilization of the Software In Custorner's specific environment Customer must be utilizing the then -current version of the Software.
I
.5 PAYMENT
Customer shall pay annuall support charges for the InHW term In accordance with the payment terms on the Order Farm and for any renewal term
upon receipt of Invoice. Cus(omer "I pay additional support charges. If any, and time and notarial charges upon receipt of Invoice
10.6 ADDITIONOF 1
--dded to the Support Services at do same support option as the then current Software support coverage In place urxler Wiese terms, Customer
*grees to pay the charges ' • r addition as per
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Kronos. Failure to utilize Kronos'remate access technology may delay Kronos' response arKI/or resolution to Customer's reported Sollware
10.0 DEFAULT
Customer shall have the right to terminate Kronos support services In the event that 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• Knonos shall refund to Customer on a pro -rata basks Chose id annual support fees associated with the unused portion of the
support tern. Kronos reserves the right to terminate or susperW support service In the event the Customer Is In dekult under this Agreement with
Kjonos and such default Is not corrected within fifteen (15) days after written notim In addition, the support services will terminate and ail'charges due
hownder will become Immediately due and payable In the event that Customer ceases to do busines as a goft concern or has Its assets
assigned by law.
10.9 WARRANTY
Kroms warrants that all support services shalt be performed In a prof nal and competent manner.
The following terms and conditions shall govern the equipment support services provided by Kronos to Customer'
Kronos and Customer • depot Ir
Kronos EquIpment (Producgs)) spedW on an Order Farm to and from locations within the United States and Puerto Rko pursuant to the
following terms and ti
11.1 TERM
Equipment Support Services for theProduct(s) have a tern of one (1) year commencing upon the expiration of the applicable warranty peeled, as
spectfled In this Section B. Equipment Support Services can be extended for additional one year terms on the anniversary of Its commencement
date ("Renewal Date") by mutual written agreement of the parties or by Kronos sending Customer an Invoice for the applicable renewal term and
Customer paying such Invoice prior the comm ant of such renewal term. For the Initial two (2) renewal years the annual support fee, for the
sane products and service We, will not Increase by more than 4% over the prior years annual support fee to the extent consistent with the
pig set forth urxW the Agreement.
11.2 PAYMENT
Customer agrees to pay the Support Charges for the initial tern as set forth on the Order Foran for each Product listed. Customer agrees that all
Products of the same We that are owned by the Customer, Incuding without Imitation er's 'Spare Products" (as defined below), will be
subject to this Agreement. Customer agrees that It Customer purchases. during the tam of this Agreement, any Products of the same We as
those specified on an Order Fromm, such additional Products shall be subfect to this Agroment, Customer agrees to pay a prorated fee for such
additional Products and agrees to pay ire hue annuail fee for such additional Products, upon the renewal date.
Kranos will Invoice Customer for the annual Support Charges each year In advance of the Renewal Date. Customer will pay Kronos within thirty
(30) days of receipt of involce.
11 3 DEPOT SUPPORT SERVICE DESCROMON
Upon the failure of Installed Equipment, Customer shall notify Kronas of such failure and Krorws will 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 will be provided with a Return Material Authorization Number (RMA) for the
failed Equipment If Customer Is to return the failed Equipment to Kronos, as reasonably determined by Kronas. Customer must return the failed
Equipment with the supplied RMA number. Hours of operation, locolloos and other Information related to Kronos' Depot Repair Centers are
available upon request and can be found athitps:/Icustomer.kmnos.com/cDntaWcontact-phone.aspx and are subject to change. Return and repair
procedures for failed Equipment Shap be provided based on the Depot t Exchange or Depot Repair - selected by Customer on the
applicable Order Farm and as specified herein and In t Support Services Policies, Service packs for the Equipment (as
described In subsection (b) below) aro Included In both Depot Exchange and Depot Repair Support Services.
(1) Depot Ex will provide a replacement for the taped Equipment at the FRU or subassembly level on an "advanced exchanW
basis, ud#zbV a of . Replacanent Equipment will be shipped the some day, for delivery to Cuskxmers location as further
described In the Support Policies. REPLACEMENT EQUIPMENT MAY BE NEW OR RECONDITIONED, Customer shall specify the address to
which the Equipment Is to be sit . Al shipments will Include the Kronor provided RMA designaft the applicable t Repair
Center, as the recipient. Customer, upon receipt of the replacement Equipment from Krancs, shat package the defeefte Equipment In the
materials proWded by Kronos, with the RMA supplied and promptly return faded Equipment directly to Kronos.
(d) Depot a Upon failure of Installed Equipment, Customer shall Install a Spare Product to replace Ina Wed Equipment. Customer shall then
return the Tailed Equipment, with the required RMA, to the applicable Kronos Depot Repair Center. Customer shall make reasonable afforts to
return the failed Equipment using the serve or substantially similar packing materials In which the original Equipment was sent Customer shah
also specify the address to which the repaired Equipment should be return shipped. Upon recelpt of the failed Equipment, Kronos shall repair the
tailed Equipment and ship t, within ten (10) business days after receipt to Customer. Kronos shall slip the repaints Equipment by regular surface
transportation to Customer.
Kronos nts that all repair's per(oaned 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 and sole liability of Kronos shall be replacement of the repaired Equipment.
11,4 EQUIPMENT SERVICE PACK SUPPORT SERVICE DESCRIPTION
If Customs purchase the Equipment service packs support Kronos manufactured terminals specMed on an Order, Customer shall be entitled to
receive:
(i) Service packs torr the Equipment (which may contain system software updates. 5rmvr3re updates.securilly updates, and feature
enhancements) available for download at Kronos' custom portal, and
(11) Access to the Kronos Support Services Center for the logging o1 requests for assistance downloading service packs for the Equipment
Service packs for the Equipment are not installed by the Kronos Depot Repair Center but aro available for download at Kronos' customer
provided Customer Is maintaining the Equipment under an annual Equipment Support Services plan with Kronos.
Kronos warrants that at service and firmware updates provided under this Agreement shall materially perform In accordance with the
Kronos published specifications for a period of ninety (90) days after download by Customer. In the event of a breach of this warranty, Custhmer's
exclusive remedy shall be ' repair or replacement of the deficient service pack(s) or firmwareupdate(s), at ' optlor. provided that
Customer's use. Installation and maintenance Ilhereof have conformed to the specifications.
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(a) Maintain the Products In an ernirloon.. ant conforming to Kronos'pubilshed specifications for such Products;
(c) Enswe that the Product(s) are returned to Kronos property padriged; and
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11.6 SUPPORT EXCLUSHNS
Depot Support Service does not Include the replacement af"oDnsumables", In addition. Depot Support Service does not include the repair of
damages, and Customer will not attempt to return damaged Product, resulting frorn:
(a) Any cause external to the Products Including, but not limited to, electrical work, fire, flood, water, wind. lightning, transportation. or any act of
God;
(b) Cuslomees failure to continually provide a sultable installation environment (as Indicated In Kronos'published Installation guidelines) Including,
but not limited to, adequate electrical power
(e) Customefs improper use, relocation, packaging, refinishing, management or supervision of the Produces) or other (allure to use Products M
accordance with Kronce 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 sarrctlons, vies, regulations or taws preventing the shipment of the Products; or
(1) Customers repair, attempted repair or modification 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. Fl (Including equipment service packs) which may be available to resolve a
Product Issue Is not installed by the Kronos Depot Repair Ceder but Is available for download at Kronos' customer web site provided Customer Is
maintaining the Prokfuct under an annual Depot Support Services plan with Kronos.
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11.8 LIMITATION OF REMEDIES
To the extent permitted by law, the remedy of Customer and Nablifty of Kronos shall be replacement of the repaired Product.
7
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0
SECTION C
CLOUD APPLICATION H0571NG
There terms and conditions apply to the cloud services which are Identirled in the Pricing as the Cloud 2 in the
Pricellst Name.
These Application Hosting Supplemental Terms and Conditions are applicable for hosting services ordered by Customer for Kmnos Software
licensed urx1er Section B of this Agreement.
1. DEFINITIONS
"AppllcaftNs)" means those Kronos; sollware applications set forth In the Cloud Hosting SSS which are made accessible for Customer to use
under the team of this Addendum.
"Application Hosting Program" or "Program" means 0) accessibility to the Appilimilons, by means of access to the password protected
customer area of the Kronos hosting environment and (9) all Hosting Related Services.
"CmftW means all content Customer, or others acting on bd" of or through Customer, posts or otherwise Inputs Into the Program, Including
but not limited to Informadw, data (such as payroll data, vacation time, and hours worked), des", know-how, logos, text, multimedia Images
(e.g. graphics, audio and video, files), compilalk)ns, software programs, third party software, applications, or other materials, or any odw
Customer content shared or processed on equipment under the control of .
"Hosting Related Services" means certain services set forth in a Services Scope Statement (SSS) containing hosted related servIces (the
"Cloud Hosting SSS"), such as hosting Infrastructure, equipment bandwidth, server monitoring, backup services, reporting services, s
area network (SAN) services, load balancing services, security services, system administration, connectivity services, performance tuning. service
pack Installation and all professional and/or Cloud Services and maintenance services nSated to hosting.
"Initial Term" means the WOW tam of the Program as set forth In the applicable Cloud Hosting SSS.
"Internal Use" means the use of the Program: (i) by Customees personnel solely for Customer's internal business purposes and (6) by any
au ed employee, agent or oontractor of Customer to p"xms Information relating to Customer's employees assigned to, or potential
employees of. Customs au ed business unit(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 an the applicable Order Form..
'Order Farm' means the order request form supplied by Kronos and signed by the Parties that lits the fees for the elements of Customer's
particular Program.
"Personally Identilliable Data" means Information coricerning Individually Identifiable employees of Customer that Is protected agalrW disclosure
under applicable law or regulation.
"Production EnvIronmwe means a permanent environment established for the daily use and maintenance of the Applications In a live
environment throughout the term of a Program.
"Service Dewription" means lhe detailed serviced (including any supplementary service terns) specified In the Cloud Hosting SSS
which sets forth the specific Program to be provided to the Customer.
'SLA(s)' means a service level agreement offered by Kranots. for the Production Environment and aftached to this Section C as ffahLbILA which
contains key service level standards and cornmitnients 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 Kxonos In the event of outages, Interruptions or deficiencies
In the delivery of the Prograrn that result In a failure to meet the terms of the applicable SLA.
"Supplier" means any contsadGr, subcontraclw or licensor of Kronos providing software, equipment an&Gr services to Kronw which are
In,00rlimted Into oro a related to the Program.
"Temporary Environment" me" a transient data wwkoment created to serve limited purposes for a limiled time period, and Identified In
the applicable Cloud Hosting SSS as a Temporary EnvkomnenL
2. CLOUD HOSTING SERVICES SCOPE STATEMENT
The description of the padicular Program ordered by the Customer. the Program term, the Monthly Service Fee rates, and other fees. It any,
applicable to Me Program are described In ft applicable Cloud Hosting SSS and Order Form. Kronos will not change he Monthly Service Fee
rates it charges for Customer's existing Program, or the SLA, during the Initial Tom. Kronos may change such Monthly Service Fee rates or the
associated SLA fora renewal term of the particular Program by notifying Customer at least sixty (60) days prior to the expiration of the then
current term. SLAB are only available In a Production EnvironmwL Unless the Cloud Hosting SSS Indicates that the Program Is to be
Implemented In a Temporary Environment the Program will bed to be Implemented In a Production Environment.
3. AUTHORIZED USE
Customers take all reasonable steps to ensure that no unauthorized persons 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 this Section C.
ali
4. MAINTENA14CE ACCESS
If Kron, its Suppliers, or the local access provider, as applicable, requires access to Customer sites in order to maintain or repair the Program,
Customer shall cooporate In a timely manner and reasonably provide such wxess and assistance as 00cessary. As pari of ltronos' support
Kronos will make updates to the Applications available to Customer at no charge as they are released generally to ' customers.
Customer agrees to receive those updates automatically as part of the Pmgram. Customer may be required to purchase additional Hosting
Related Seavlces to address Infrastructure requirements as released by Kronos for a new version of a particular Application.
5.1 Customer represents and warrants to Kmnos that It has the right to publish and discloserCustomer's Content In the Programa
5.2 Customer represents and warrants to Kronos that Customer's Content will not: (a) Infringe or violate any Oft -party right, Including (but not
limited to) Intellectual property, privacy, or publicly rights, (b) be abusive, profane, or offensive to a reasonable person; or (c) be hateful or
threat
5.3 Customer will, at its own cost and expense, provide a6 end user equipment, operating systems, and software (indudtng 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 shag include all related costs associated with Customer accessing the Program, unless such
connectivity services are purchased from Kronos as indicated on the Claud Hosting SSS and Order Form.
5.4 Customer shall not, and shall not permit any person or entity under Customer's direct or Indirect control to: (a) recirculate, r Ilsh,
distribute or otherwise provide access to the Program to any third party; (b) use the Program on a service bumu, time sharing or any simaw
basis, 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 decompils, or otherwise attempt to derive source code from, the Program or any software components of the Program; (e) use, or
allow the use of, the Program In contravention of any applicable law, or rules or regulations of regulatory or admirristrative organ s; (f)
Introduce Into the Program any vines or o0w code or routine Intended to disrupt or damage the Prograrn. alter, damage, delete, retrieve or record
Information about the Program or Its users; or, (g) otherwise act In a fraudulent, maklous or rogligent mariner when using the Program.
6. CONNECTIVITY ACCESS
6.1 Customer acknowledges that Customer shell (a) be responsible for securing, paying for, and maintaining connectivity to Hoe Services
(Including any and all related hardware. software, third party services and related equipment and components); and (b) provide Krorm 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 obligations under the Agreement. Customer will make all necessary arrangements as may be
required to provide access to Customer's computer and network environment If necessary for Kronos to perform Its obligations under the
Agreement Customer agrees Haat Kronos may audit Cuslomer's use of the Services.
7.1 In consideration of the delivery of the Program, Customer shall pay Kronos the Monthly Services Fee as defined 6n Ind applicable Order
Form. The Monthly Services Fee shall begin to accm on the date the Order Form and SSS are sIgned by the Wes, and shall be Invoiced
annually in advance.
7.2 All fees payable hereunder shall be paid In tinned States Dollars and sent to the attention of Kronm as spectlied 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 SIA (or a particular month of the Program shall be paid by Kroncs In
the month folowing the month In which the SLA Credits were earned.
•a
■. r:. r,. .. � - :. .::•r ■ -. ::•: •t ,err r r-
AGREEMENT. KRONOS DISCLAJMS ANY AND ALL OTHER LIABIUTIES OR REMEDIES FOR SUCH OUTAGES, INTERRUPTIONS OR
DEFICIENCIES OF
9. IMITATION OF
IN ADDITION TO THE UMITATIONS SET FORTH IN THE LICENSE AGREEMENT, EXCEPT WITH RESPECT TO LIABIILITY ARISING FROM
-• rS' GROSS NEGLIGENCE OR WILLFUL MISCONDUCT,-• • DISCLAIMS ANY AND ALL LIABIUTY AND SERVICE CREDITS,
INCLUDING SUCH UABILITY 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 SYSTEMSj OR MACHINE ERROR.
110.0ATASECURITY
10.1 As pan of ft Program, Kronos shall provide those admiristradve, physical, and technical safeguards for protection of the securlty�
confidentiality and Integrity of Customer data as described at
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of
Mstrategy
statutes, rules, or regulations governing Me respective activilles of do parties under d -m Agreement
102 As between Cuslomer and Kmnos, all Parsonalfy Identifiable Data , will remain the property of
Customer. Customer represents that to the best of Customer's knowledge such Personally Identifiable Data
Customer
for to purposes described herein and only to the extent stich we or processing: is necessary for Kronos to carry out Kronos' duties
resporsibilifies under i ,:c. Agreement or as requke. ....
10.3 Prior to Initiationof the Program and on an ongoing basis thereafter,r provide
Y.
. ,
11. TERM AND TERMINA71ON
11.1 At the expiration of the Initial Tenn, the applicable Program shag automatically renew for successive one y tarty
provides of Its intent riot to renew at sixty () days prior to the expiration of the th term. Kroncs may suspend or terminsto
Ure 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
" written noWs. No Program lntompllon shall be deemed to have occurred during, and no Program credits shall be owed for, any
authorized suspension of the Program.
11.2 Customer may lann1rato the Program by written nDke at any time during the term of the Addendum If Kronos materially breaches any
provision of #ft Addendum, and such deWt Is not in thirty (30) days after receipt of written notice from Customer. In the event of such
termination by Customer, Customer shalt pay Kronos within thirty (30) days eH to" then due and owing for Uxe Program prior to the date of
termination.
11.3 Customer may terminate the Program for convenience on no less than ninety (90) days prior written notice to Kjonos.
S Y.1-: �x¢, ♦ a,.c :�: ,; .. i Yi r ani ! s�iY im ., ':Y r..
12
Service Levet Agreement The Services, In a production environment and as described In the Statement of Work (aka Services Scope
Statement), are provicled with the service levels described In this Exhibit A. SLAB are only applicable to production enviaments. SIAs will be
available upon Customees signature of KronoW Go Live Acceptance Form for Cuslomers production environment.
92.75% Application Availability
Actual Application Availability % a (Monthly Minutes (MM) minus Thai Minutes Not Available (TM)) muldplled by 100) and divided by Monthly
Minutes (MM), but not Including Excluded Everts
Service Credit Calculation: An Outage will he deemed to commence when the Applications are unavailable to Customer In Customer's
production environment hosted by Kanas and end when Krorms has reshwed availability of the Services. Failure to meet the 99.75% Application
Availability SIA, other than for reasons due to an Excluded Event, will entitle Customer to a credk as .
- ,_ @I I a I I ...
P, ns reasons er
an Excluded Event.
'Excluded Evenr means any event that rerAJts in an Outo am Is ca
NOW# 1-0111 1 -
pry, .^. V .yEN
#i @ .
Currently scheduled Maintenance Periods for the Services are:
Monday h Friday 04:00 am — 06:00 am (U.S. eastern time)
Saturday and Sunday 12:00 am — 06:00 am (U.S. eastern tine)
Maintenance Periods Include Ulm maintenance mutually agreed upon by Customer and Kronos.
"Monthly Minutes (MM)" 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 ending at 11:59 pm of the last day of such calendar month,
"Total Minutes Not Available )" means the total number of minutes during the calendar month that the Services are unavailable as the result
of an Outage.
trim ns: Service is will not be provided IF. (a) Cuistomer Is In breach or default It er the Agwment at the time the Outage occurred, or
(b) the Outage results from an Excluded Evem If Krorm dm hal provide the appropriate Service Credit as due hereunder, Customer must
request the Service Credit within sixty (60) calendar days of the conclusion of the mouth In which the Service Credit accrues. Customer waives
any right to Service Credits W reQuested within Oft tkne period. AM performance calculations and applicable Service Credits are based on
and data unless Customer can provide Kroms 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.
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13
SECTION CA:
*PPty! T, -*M
pricing refered to as CLOUD
This atimliment does not apply to CLOUD 2 Hams.
M NMI � 17- M M—, e- 11:r 11, �-
These Application Hosting Supplemental Terms and Conditions we applicable for hosting services ordered by Customer for Kronos Software
licensed under Section 8 of this Agreement using the pricing set up on November 21, 2013.
"Applic-Mlon Hosting Program" or "Program" means (i) accessibility to the commercially available object code version of the Kronas hosted
applications, as set forth In the Cloud Services SOW, by means of access to the password protected customer area of the Kronos hosting
environment and (0) all Hosting Related Services.
"ConteW means all content Customer, or others acting on behalf of or through Customer, posts oro a In" into the Program, Including
but not limited to Information, dab (such as payroll data, vacatIm time, and hours worked), designs, know4ww. logos, text, multimedia Images
(e.g. gFaphkm audio and video files), compilations, software programs, third party software, applications, or other materials. or any other
Customer content shared or processed on equipment under the oDntrol of Kronos or a Supplier.
"Hosting Related Services" means certain services set forth In a statement of work contalning hosted related services (the "Cloud Services
SOW), Such as hosting Intrmtructune. equipment, bar4width, server monitoring, backupservices. reporting services� storage arm network (SAN)
services. load ba ring services, securlty services, system administration, connectivity services, performance tuning, service pack Installation
and all professional andfor Cloud Services and maintenance services related to hosting.
"Initial Term" means the Initial term for which Kronos shall provide the Program to Customer and as set forth In On applicable Cloud Services
SOW executed by Customer.
"Internal Use" means the use of the Program: (1) by Customees personnel solely for Custornees Internal business purposes and (0) by any
au*KNized employee, agent or contractor of Customer to process Information relating to Customers employees assigned to, or potential
employees of, Cuslornees authorized business unit(s), solely for the Internal business purposes of such business unit(s).
"Monthly Service Fee(s)" means the monthly fees described In the Cloud 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 lists the Startup Fees and Monthly Service Fan
for the elements of Customer's particular Program.
"Personally Identifiable Data" means Information concerning Individually Identifiablat employees of Customer that Is protected against disclosure
under applicable law or regulation.
"Production Environment" means a permanent environment established for the daily use and maintenance of the Application In a live
environment throughout the tam of a Program.
"Services Commencement Date" shall, except as otherwise provided In writing In a CAoud Services SOW or Order Form signed by the parties.
mean the earlier of (a) the (late the Soffimare Is transferred to the hosted environment as mutually agreed by the parties In writing or (b) 90 days
after the Effective Date. NotwidWandIng the foregolng, the Services Commencement Date for softwwo hosted In a Temporary Environment shall
commence seven (7) days after the Effective Date,
"Service Description" means the detailed service description (including any supplementary service terms) specified In the Cloud Services SOW
which sets kxth the specific Program to be provided to the Customer.
'SLA(sr means a service level agreement offered by Krows; for the Production Environment and attached to this Section C.1 as Dhlbft 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 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 applicable SIA.
"Supplier" means any contractor. subcontractor or licensor of Kronos providing software. equipment and/or services to Kronos which are
Incorporated Into or otherwise related to Me Program.
TWW77;-,7,ff"71r4:11meWWW - IS M 173M6 - - - - - - - - and IdenEded
the applicable Cloud Services SOW as a Temporary Environment.
"Startup Fees" means the we ttartup fee as Indicated on the Order Form that will be charged to Customer to enable
2ccess to the Program.
Cloud Services STATEMENT OF WORK
Service Fee rates It charges for Customees existing Program. or the SLA, during the Initial Term. Kronos may change such Monthly Service Fee
14
rates or the associated SLA for a renewal term of the particular Program by notifying Custorrier at least sixty () days pdw to the expiration of the
than cumant term. SLAB are orgy available In a Production Environment. Unless the Cloud Services SOW indicates Mat the Program is to be
Implemented In a Temporary Environment, the Program will be dearned to be Implemented In a Production Envlromnent.
Auffmdzed Use
Customer shall take all reasonable steps to ensure That no unauthorized persons 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 this section C.I.
MAI ANCE ACCESS
If Kronos, b Suppliers, or Mae local access provider, as applicable, raquires access to Cuswner sites In order to maintain or repair the Program,
Customer shell cooperate In a Mmey manner and reasonably provide such access and assistance as
Customer representations and warranties; Customer obttaallans
5.1 Customer represents and wanants to Keens that N has Me right to publish and dFisclose, Customees Content In the Program.
5.2 Customer nWrasents and warrants to Krorm that Cusromees Content wig not: (a) Infifnge or violate any thArd-parly right,
including (but not tkn to) IntalkwhIal Properly, pnVacy, or pubrights; (b) be abushA proftne, or offenstm b a numonable
pwwn; or (c) be hateful or threatening.
5.3 Customer wig at Us own cost and expense, provide all and user egufpmwK operating zysferns, and so (Including a web
browser) not provided by Kronos and needed to access and use the Program in accordancir wfh the technical requirements set forth In
the Claud Services SOW Customer wig also provift at its own cost and axpensep all con ns from its computer systems to the
Program, which shah Include all related costs assoclailed With Custorner accessing the Program, unless such connectivity services are
purchased born Kronos as Indicated on the Cloud Servkes SOW and Order Form.
5,4 Customer shag not, and shall not permit any person or andW under Custonmes, direct or lndhvd control to: (a) recirculate,
republish, disidbWe or otherwise provii1e, access to the Program to any third party,, (b) use do Program on a service bureau, u6tte
sharing or any skallar basir, or for the ba ofany other person or entity; (c) afar, enhance or make tive of the ;
(d) rvverse onglrwar, reverse assemble or decompik or otherwise attempt to derive soume code from, that Program or any soffivara
components of Me ram; (e) use, or allow the use of, the Program In coninvvendon of any federal, stalb, local, foreign or other
appftable law, or rubs or mgulatons of regulatory or ado tin organhadons; (f) Introduce Into the Program any vine or offier
code or roudne Intended to disrupt or damage tins Program, afar, damps, delete, m&Am or record Influmadon about the Program or
Its users, or, (g) olhanvise act In a fraudutent; maNclous or negligent manor when using the Program.
6. ET ACCESS
6.1 If Customer noses open Internet connectivity or Customer VPN Internet connections to access the Program, Customer
acknowledges that the performance and throughput of tete Internet connactIon cannot be guaranteed by Kronos, and vadable cam on
performance may result In appilmdon response variatlons.
5.2 Customer hereby acknovAedges that tete Internet Is not owned, operated. managed by, or In any way affillated with Kronos, Its Suppilem or
any of Its affiliates, and that It Is a separate network of computers Independent of Kronos. Access to the Internet Is dependent on mamerous
factors, lechnolooes and systems, many of which are beyond Irons' authority- and control. Customer acktunviedges out Kronos; carrot
guarantee that the Internet access serviras chosen by Customer YAN meet the level of up -time or the level of response time that Customer may
need. Customer agrees that Its use of the Internal a and the Internet Is solely at its own risk, except as specifically provided In this
Section C.1, and Is subject to all appilcablie local, state, national and International laws and regulab".
T. Fees and payment terms
7.1 In comktaraflan of the delivety of the Program, Customer shall pay Kronos the Monthly Sen does Fee as defted In the applicable Ordw
Foran. The Monthly Services Fee shah begin to a0crue on the Services Commencement Date, and shall be Invoiced monthly In advance. In
addition, Customer shall be billed the Startup Fees and any additional Cloud Hosting startup fees set forth in the applicable, Order Form.
Customer adowMedges that the billing end dale does not coincide with Implementation completion, final configuration, or gD4va.
7.2 All fees payable hereunder shall be paid In United Stales Dollars and sent to the attention of Kronos as specified on the Invoice. Payment
tarns shall be net 30 days following ntcelpl of Invoice. All overdue payments shall bear Interest at toe lesser of one and one-half percent (1.5%)
per month or the maximum rate allowed under applicable law. Customer Is responsible for all federal, state or local (axes, duties and customs
fees relating to the Program, excluding taxes based on Kronos' Became or business privilege.
7.3 SLA Credits, 9 any. whrij are due and owing to a Customer under an SLA for a particular month of ft Program shall be included In the
Monthly Service Fee invoice imed by Kronos for the month following the month In which the SLA Credits were earned.
8. SERVICE LEVEL AGREMENT
CUSTO
-ill[
9. [Imitation Of lia,
IN ADDITION TO THE LIMITATIONS SET FORTH IN THE LICENSE AGREEMENT, EXCEPT WITH RESPECT To umwy 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, TROJANHORSES,■ OR •MER'S CONTENT OR
• , r r r 0 • r • • • •- •
10. DATASECIRITY
10.1 As part of it* Progrann. Krarvas shall provide Umse Kmnos secudVi"Od services described In the CkxA Sermes SOW. Customer
guarantee of security. Both •- ram a" to comply w[M all appOcable privacy or data protection r.lrules,
respective activides of the parties.
10.2 Ali Personally Data corttatned In any Software. Equipment or systwns supplied by Kronos, or to which Kronos has a— to urxiier
this Sectionbetween Kronos• Customer. Is Customer'sCocifidentiNI InformationV 1 remain the property
:. _I..: r♦ _ :V.. I I _ . I • a.=�..... V ♦ Y... Y � . I.. ' • � x. i :w: Y .r x ±, f:...: r , M G.: M a i. Y:
use or processing is necessary for Kronos to carry out Its duties and responsibilities under this Section CA or as requiW by law.
110.3 Prior to Initiation of the Program and on an ongoing basis tr*difls� Customer agrees to provide notice to Kronos of any todarordiftary privacy
Individuals for such transfer and storage to I* extent required urdw applicable laws and regulations.
IOA At no cost to Customer, Kronos "I upon 0) request by Customer at any time and (1) the cessation of the Program, promptly return to
Customer, In the formal aind on ft media In Liss as of the date of Ine request all Personally identifiable Data.
I• r-
11. term and termination
11.1 At the expiration of the initial Term, the applicable Programs shall automatically renew for successive one year periods unless el
provides notice of Its Intent not to renew at least sbdy (60) days prior to the expiraMon of the nt term. Kronos may suspend or terminale
the Program upon notice In the event of any breach by Customer of this Section C.1. , No Program Interruption shag be downed to have occurred
during, and no Program credits shall be owed for, any authcuized suspension of the Program.
12.2 Customer may terminate the Program by written notice at any time during the tern of Oft Section If Knxros materially breaches any
provision of this Section, and such default Is not cured within tarty (30) days after receipt of written notice from Customer. In the event of such
termination by Customer, Customer shall pay Kranos within ihlrly (30) days all fees User due and owing for the Program prior to the date of
termination.
12,4 In the event of lerminatlon of Use Program by Customer for convenience or by Kronos for cause during the Initial Tem, Customer will pay to
Kronos any out of pocket expenses Incurred by Kronos in terminating the Program plus an early termination fee based on the fbHoWng
cakxAation, one (1) month of the then -current Monthly Services Fees for every twelve (12) month period (or portion n remaining In Use Initial
Term. By way of example only, If Customer terminates iM Program ror convenience with fifteen (15) months remaining In Use Initial Tenn,
Customer will be responsible to pay Kronos two (2) months of the rent Monthly Services Fees.
1B
Service Level Typew. SLAs are orgy applicable to Production EnvImnmenfs. The Program, In a Production Environment• as desaribed In the
Service Dewflplion Is provided vrith the folirrwing serAw level:
INI
Application Availability SLA% a ((IYI111114 Ir1oo) f imm)
'Affectecl S means the monthly fees paid for the hosting of the Program.
'Excluded Event' means any event ftl adversely Impacts the Program that Is caused by (a) the acts or omissions of Custorner, its employees,
customers,tra m or is (b) the failure or mWfurwollcin of eqApment, applicationsor systems not omwd or controlled by Krorrus or
$upplllar, (c) Fome Majewe events; (d) scheduled or emergency maintenance, alteration or implementation: (a) any suspension of ft Program In
accordance with the terms of this Section or License Agreement (f) the unavailability of required Customer personnel, Including as a result of
failure to provide Supplier with accurate, t contact Information; (g) using the Application In a manner Inconsistent with the product
documentation; or (h) any other exclusionary circumstance specified in the applicable Cloud Services SOW.
"Monthly 114nules (Mm)" mearc total minutes In v filch service was sdmdLded to be available.
beginning to end, between Customer and the Program for reasons other - Customer Data; or (b) any Excluded Events.
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h shutdom*estart so planning can be facilitated by Customer.
When application maintenance Is required, current Schedluled Maintenance perkxts for the applicaftis are:
Monday through Friday Aam — Sam
Saturday and Sunday 12am -Sam
• Ail times listed are U.S. Eastern Time.
• Kronos' utllzation of the above maintenance vAndows shall not Trigger SLA Craft to Customer.
"Total Minutes Not Available" (TM) means the total number of minutes during the calendar month that the Program Is unavailable outside of
scheduled maintenance windows.
Llmitatiorrs Krorms vAll apply any credits to the Customer account. Credits will not be provided it (a) Customer is in breach or default under
this Section or the Program at the time the Outage occurred and such breach Is the cause of the ; or (b) It results from an Excluded Event.
In no event will the credits accrued in any calendar month exceed, In the aggregate across all service levels and events, one hundred (100%) of
the Invoice amount for the Affected Service.
M
+4 - RR A 964 71s FIR P-RiP Rl
1. DEFINITMS
"Application(s)" or "SaaS Applicatiorw means those Kmnos software application programs set forth on an Order Form which are made
accessible for Customer to use under the tams of this Section D.
"Cloud SwAeW' means &me services related to Customer's hosting envirorynent such as hosting Infrastructure. equipment. bandwidth, server
moniloring. backup serAI storage am networic (SAN) services, security services, system administration. connectivity services, performance
kxft. update Ins and malnienarr-a services related thereto. Unless otherwise set " In a Statement of Work Cloud Services are
described as set forth at htip:(A%,ww.kronas.cmWproducWsmb-sotufionsAvorkfome-contral-saas/knplernentatio"uldilnes.aspx
"Customer Content" means all content customer, or others acting on behalf of or through Customer. posts or otherwise Inputs Into the Services
"DocumeMallon" means technical publications published by Kronos retailing to the use of the Services or Applications.
"Equi prrI means the Kronos ewlpmW specilled on an Order Form,
"Implementallon 3ervices" mews those services provided by Kronos to set UP the hosting environment AM cordIO" the SeMoes, Including
educational
sees- training. Unless otherwise set fort6• .: and am
described In the Services Implamerdation Gukleflne set forth at httpllwww.kmnos.wniproducLstsmb-Wudonsh%vWorce-central-
saesfimpiamentation-guldIII Implementation Services may be pmvkled as forth In Section 8
"IrI Term" means the Initial term of the Services as Indicated on the Order Form.
"KrwMedgeflim ContenrrKnoModgePass Education Subscriptilon" have this meanings ascribed in Secdm 7.5.
"Minimum Contract Value" means Me total of all Monthly Service Fees to be Invoiced during Me IrWal Term.
"Monthly Service Fee(s)" means the monthly fees described in an Order Form. Monthly Service Fees Indude fees for usage of Applic-allons; and
Me Services. Cloud Services as applicable. and Equipment rental, if any. 11111ing of the Monthly Service Fee(s) commences on the Stan Date.
"Order Form" means an order form mutually agrood( upon by Kroncs and Customer setting forth the Items ordered try Customer and to be
provided by Woros, including without Ifirrillation It* Applications and III prices and fees to be paid by Customer.
"Personally Identifiable DaW means Information concerning individually Identifiable employees of Customer that Is protected apInst disclosure
under applicable law or regulation.
"Services" means (1) accessiblRy to Me commercially available version of the Applications by means of access to the password protected
customer area of a Kwos websita, (11) Im EqLgpment purchased or rented hereunder, (01) the Implementation Services and Cloud Services, and
(Iv) such other services. Items and offerings set forth on an Order Form.
-0-717-0-y —1 Y
- sees
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P RES
REM r, ffLW-,Tjjj7, ja"j
Is
Za In the event thal either party becomes Insolvent, make a general assignment for the fit of creditors, is adjudicated a bankrupt or
linsolvent commences a case under applicable bank sews, or Ries a petition seeking reorganization. the other party may request adequate
assurances of future performance. Failure to provide adequate assurances, In the requesting party's reasonable discretion, within ten (10) days of
delivery of the request shall entitle the requesting party to terminate the Services Immediately upon written notice to the other party.
25 If the Services are terminated for any reason:
(a) Customer shall pay Kronos within thirty (30) days of such lermirtation, all fees accrued for the Services prior to Cre date of teminatlon,
provided that If Customer terminates for material breach of this Section D by Kronos, Kroras shall be responsible lo'refund to Customer unused
pre -paid Implementation Service fees. N any;
(b) Customers right to access and use the Services strap be revoked and be of no hrttw force or effect
(c) No more than fifteen (15) days after termination or upon Cuslomees written request at any time during the Term, Kranos will provide to
Custom, at no charge to Customer. the Customer Content. Altair such time period. Kmnos "I have no kvtw obligation to store or make available
the Customer Content and may delete any or all Customer Content widout liability.
(d) Customs agrew to tamely return all s -provided materials related to the Services to Krorw at Customers expense or, altemadvely,
destroy such materials and provide Kronos with an officer's cedficatiori of the deshrAon 0wraof, and
(e) all provisions In this Section D, which by Umar nature are intended to survive termination, shall so survive.
3. FEES AND PAYMENT
3.1 In consideration of the delivery of tine Services. Customer shall pay Kronos the Monthly Service Fees. the fees for Ina Implementation
Semi any additional One bore or for EqthpmeK Training Points. KnoWedgePass Education Subscription and such ot1w
Kronos offerings, all as set forth an Che Order Form. If Customer and Kmnos have signed a Statement of Work for the Implementation Services,
Implementation Services such services will be provided and payable In accomlenre with Section B. All fees payable for iha Services shall be sent
32 If any amount awing under this or any other agreement for Services is thirty (30) or more days overdue, Krurm may, without Nmldng
rights or remedies, suspend Services urnitl such amounts are paid in full. Kronos will provide at least seven (7) days' prior written notice that
Customers account is overdue before suspending Services.
3.3 DeleW Int
3.4 Customer agrees that except It Customer terminates for material breach of this Section D by Kronos, if Customer has not paid the Minimum
Contract Value to Kronas at the condusim of dna Initial Term or the earlier termination of the Services. whichaver IS eadler. Kronos shall bill, and
Customer stall pay within thirty (30) days of the date of such invoice, the difference between doe total Monthly Service Fees then paid by
Customer and the Minimum Contract Value, less SLA Credits, if any, that have been earrwd previously by Customer but not yet credited.
4. RIGHTS TO USE
4.1 StMecl to tine terms and co>dldons of the Agreement, Kronos hereby grants Customer a limited, revocable, usive, nontransferable,
non -assignable right to use during the Tenn and for Internal business purposes only: a) the Applications) and related services. Including the
Documentation; b) tainting materials and KnowledgePass Content; arid, c) any embedded third party software. libraries. or other arca
which are Included In the Services, excluding such Third Party software. libraries or other components as are kensed directly from such Third
Parties. The Services taro proprietary trade secret techrw9ogy of Krows and Its Suppitem Unauthorized ng of such
technology are proffthed`by lavv, IncludingUnkedl States and foreign ght law. Customer shall not reverso comple. disassemble or
otherwise convert the applications Into luhcanpiled 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 lir connection with the
4.3 Customer acknowleftes and agrees thatthe right to use Me Applications is limited based upon the amount of the Monthly Service Fees paid
by Customer. Customer to use only the modules andfor features for the rwmbef of employees and users as described on tine Order Form.
Customer agrees not to use any other modules or features nor Increase the number of employees and users unless Customer pays for such
additional modules. leatures, employeesor us be. Customer may license, red ors tree or
rwise permit of es ( duraesharing or networking Use) by any third party, Customer may not pmvWs service bureau or
other data processing services that make use of the Services without the express prior written consent of Kronos. No license. right, or Interest in
any Kmnos trademark, Veda name, or service mark, or those of Kronos'llcensors or Suppliers. Is granted hereunder.
4.3 Customer may authorize Its third party contractors and consultants to access Che Services on an as needed basis, provided Customer a)
abides by Its obligations to protect Confidential Information as set forth In this Agreement b) remains responsible for all such third party usage and
compliance with the Agreement and c) does not provide such access to a competitor of Krores, who provides workfare management services.
4.4 Custom acknowledges and agrees that as between Customer and Kronos, Kromm retains ownership of all right title and Interest to the
Services, all of which are protected by copyright and other Intellectual property rights, and that, other Can the express rights granted herein and
under any otter agreement In writing wi0h Customer. Customer shall not obtain or claim any rights In or ownership Interest to the Services or
Applications or any associated Intellectual property rights In any of the foregoing. Customer agrees to comply with all copyright and otlnef
Intellectual property rights notices contained on or In any Information obtained or accessed by Customer through Cie
4.5 When using and appfyiW Cie Information generated by the Services, Customer Is responsible for ensuriing that Customer compiles with the
applicable requirements of federal and state law. If the Services Include the Workforce Payroll Applications or Workforce Absence Management
(1) Customer is solely responsible for the content and accuracy of all reports and documents prepared In whale or In part by using
these Applications, (II) these Applications does riot release C slaner of any professional obligation concerning due preparation and review
of any reports and documents. (lit) Customer dm not rely upon Kroncs. Bast Software. Inc. or these Applications for any advice or guidance
regarding compliance with federal and state laws or the appropriate tax treatment of Hems reffamted on such reports or documents, and (Iv)
Customer will review arty ralarlatlons made by using these AppllcaWns and satisfy Itself that those calculations are correct
5. ACCEPTABLE USE
5.1 Customer shall take all reasonable steps to ensure tat no unautnottzed persons have access to the Services, and to ensure that no persons
authorized to have such access shall take any action that would be In violation of this Section D.
19
5.2 Customer represents and vrarrants to Kronoz that Customer has the right to publish and disclose the Customer Content in the Services.
Customer represents and warrants to Kronos that Use Customer Content does not: (a) Infringe or violate any third -party riga, Including but not
limited to Intellectual property. privacy, or publicity rights. (b) be abusive, profane, or offensive to a reasonable person, or, (c) be hateful or
threaterning.
5.3 Customer will not (a) use, or allow the use of, the Services M contravention of any federal. state, local, foreign or other applicable lsw, or rites
or regulations of regulatory or administrative o izatbrs; (b) introduce Into Use Services any virus or other code or routine Intended to disrupt or
damage Use Services, or after, damage, delete, retrieve or record Information abort the Services or its users; (c) excessively overload the Kroraas
systems used to provide the Services; (d) perform any security Integrity review, penetration lest, load lost, dental of service simulation or
vulrierability scan; (+a) use any tool designed to automatically urmiale the actions of a human Law (e.g., robots); or, (d) otherwise W in a
fraudulent, maldous or negligent mariner when using the Services.
B. CONNECTTVrTY AND ACCESS
er acknowledges that Customer 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 related equipment and components); and (b) provide Kmms and Kmnos'
representatim with such physical or remote access to Customer's computer and network environment as Kronos deems reasonably necessary
In oder for Kmnos to perform Its obligations under this Section D. Customer WO make all necessary arrangements as may be required to
provide access to Customer's computer and network environment If necessary for Kmnos to perform its oNgatlom under this Section D.
Customer agrees that Kronos may audit Customer's use of the Services.
7. IMPLEMENTATION AND SUPPORT
7.i Implementation Services. Kronos will provide the Implementation 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 Guldeffrie
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 bol Kxoncis In accordarice
with Section B. KnonW configuration of the Applications will be based on Information and work Bows that Kronos obtains from Customer doing
the discovery portion of the implementation. Customer shal provide Kronos with necessary ration -related Information In a timely manner to
ensure that mutually agreed linplementation scliedules are met.
7.2 Additional Services. Customer may engage Kjonos to provide other services which may be fixed by activity or provided on a time and
materials basis as Indicated on tae applicable Order Forth.
7.3 Support. Knoncm will provicle 24x7 support for the hosting Infrasimclure, the avallablityto the hosting environment, and telephone support for
the logging of flunctional problems and user problems. Customer may log questions online via the Kmnos Customer Portal. As part of such
support, Kronos will make updates to the Services available to Customer at no charge as such updates are released generally to Kmnos'
customers. Customer agrees that Kmnos may Install such updates automatically as part of the Services.
7A Support Services for Eq ant Provided Customer has pwchesed support services for the EqulpmenL the Wowing terms shag 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 Kmnos will 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 Kronos Depot Repair Center, and Customer will be provided with a Return Material Authorization Number (RMA) for the
failed Equipment If Customer Is to return the failed Equipment to Krories. as reasonably determined by Kronos. Customer must return the falled
Equipment with the supplied RIVIA number.
(b) Kronos YA provide a replacement for the failed Equipment at the FRU or subassembly level an an "advanced exduW basis, utilizing a
carrier of s° choice. Replacement Equipment will be shipped the same day, for delivery toCustomer's location as further described In the
Support Policies. REPLACEMENT EOUIPMEM' MAY BE NEW OR RECONDITIONED. Customer shag specify the address to which the
Equipment is to be shipped. All shipments will Include the Kroncs provided RMA designating the applicable Kronor Depot Repair Center, as the
recipient Customer, upon receipt of the replacement Equipment from Kronos, shall package the defective Equipment In the materials provided by
Kronos, with the RMA supplied and Woniptly return failed Equipment directly to Kronos.
(c) Customer shall be entitled to receive service packs for the Equipment (which may contain system software updates, fmaware updates.
security updates, and featureenhancements) avallable for download at Kronos' customer portal. Service packs for the Equipmerl are not
Installed by Kamm.
(d) Kronos warrants that all service packs and firmware updates provided under this Section D shah materially perform in accordance with the
Krmras published specifications for a period of ninety (90) days after download by Customer. In the event of a breach of this warranty, Customer's
exclusive remedy shall be Kranos' repalr or replaceirsent of the deficlent service pack(s) or firmware update(s).
(e) Customer agrees that It shall return failed Equipment promptly as the failures occur and that It shall not hold failed Equipment and send fated
Equipment to Kronos In'ba Shap result Ina lontler turnaround time to Customer. In addition, in all circumstances, Customer agrees
to:
(1) Maintain the Equipment In an environment conforming to the Documentation for such Equipment;
(W) Not perform self{epalrs on the Equipment (i.e., replacing components) without prior mitten authorization from s;
(Ai) De4nsWM ati failed Equipment and Install all replacement Equipment In accordance with Krionos'written Installation es;
(Iv) Ensure that the Equipment Is returned to Kronor property packaged; and
(v) Obtain an RMA before returning any Equipment to Kronos and place the RMA clearly and conspicuously an the outside of the shipping
package. Customer may only return the s Equipment auttmitzed by Kronos when issuing the RMA.
T.5 KnowiedgePess Education Subscription. When KnowledgePass Education Subscription Is listed on an Order Form. Kronos will provide
Customer with the KnowledgelPass Education Subscription. The KnowledgePass Education Subscription pmMers access to certain educational
offerings provided by Kronos (the edgePass Contest"). Customer recognizes and agrees that the KnowledgePass Content Is copyrighted
by Kronos. Customer Is permitted to make copies of the KnowledgePass Content pro ' In "pol tarn solely for Custorner's Internal use.
Customer may not disclose such Knowledgialpass Content to any third party other than Customer's employees. Customer may not edit modify,
amend, change, alter, customize or vary tae KnowledgePass Content without toe written consent of Kroms, provided that Customer may
download and modify contents of training kits solely for Cuslaner's Internal use.
TA Training Points. 'Training Points"which are purchased by Customer may be redeemed for an equKailent value of Instructar4ad training sessions
20
offered by Krance. Training Points may be redeemed o ty during the Tom at any time no more than twelve (12) months after the date of the
applicable Order Form, after which time such Training Points shall expire and be of no value. Training Points may not be exchanged for other
Kronos products or services.
7.7 Training Courses, When Implementation Service are described In the Services Implementation Guideline rather than an SSS. as part of the
Services, for each SaaS application module Included In the Services purchased by Oxtomer. Customer's employees shall be entitled to attend, in
the quantity indicated, the corresponding training courses set forth at hW/www.kronos.com/p smb•solulienshtivric tral-
saas/training-gukflines.aspx
Par6cipatlan In such trainilng coarses is limited to the ri mber of seats Indicated for the courses corresponding to the modules forming a part of the
Services purchased by Customer.
B. CUSTOMER COKMNT
Customer shall oats all Qmlomer Content and posts or other Inputs Into the Services by Customer or others acting on behalf of or through
Customer. Krone acknowledges that all of the Customer Content Is deemed to be the Confidential Inimmation of Customer. Notwithstanding the
foregoing, Customer grants Kronos permission to combine Customer's business data with that of other customers in a manner that does not
Identify the Customer or any ual In order to evaluate and Improve the services Kronos offers to customers and to disclose such aggregated
information for Its customers gerwally. In addition, Kronos may, but shell have no obligation to, monitor Customer Content from time to time to
ensure compliance with (Ns Section D and applicable law.
9.1 The following terms apply only to Equipment Customer rents from Kronos:
a) Rental Tenn and Warranty Period. The tern of the Equipment rental and it* 'Warranty Period' for such Equipment shaill run
ooterminousty with Che Tenn of the other Services provided under tints Section D.
b) Insurance. Customer shall Insure the Equipment for an amount equal to tine replacement value of the Equipment for loss or damage by
fire, theft, and all normal extended coverage at all titres. No loss, theft or damage after shipment of the Equipment to Customer shall relieve
Customer from Customer's obllgatlons under this Section D.
C) Locadon/Replaceme nL Customer shall not make any alterations or remove the Equfpmentfrom the place of original Installation wV=t
Kronos' prior written consent Kmnos shall have the right to enter Customer's promises 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 alternative
technology Equipment as long as the replacement Equipment at least provides the serve level of functionality as that being replaced.
d) Ownership. Ali Equipment shall remain the property of Kronos. All Equipment le, and at all times shall remain, separate items of
personal property, notwithstanding such Equipment's attachment to other equipment or real property. Customer shall not sell or otherwise
encumber the Equipment Customer shall any assurances, written or odwwlse, 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 T.
Q Return of EquipmenL Upon lamination of the Services. Customer agrees that Customer shall return n the Equipment to Kronos within
thirty (30) days at Customers expense. Equipment will be rehxr&d to Kmnos In the same condition as and when received, reasonable wear and
tear excepted, If Customer falls to return Equipment within this time period, upon receiving an Invoice frau Kronos, Customer shall pay Kmnos
the then list price of the unriftmed Equipment.
9.2 The following terms apply only to Equipment Customer purchases from
a) Ownership and Warranty Period. Title to the Equipment shall pass to Customer upon delivery to the carrier. The "Warranty Period' for
the Equipment shall be fora period of ninety (90) days from such delivery (unless otherwise requiredby )
b) Equipment Support Kroms shall provide to Customer the Equipment support services described herein if purchased separately by
Customer as Indicated on the applicable Omer Forth. If purchased, Equipment support services shall commence upon expiration of the Warranty
Period.
10. SERVICE LEVEL AGREEMENT
Kronos shall Drovide the service levels and associated credits. when avT!--7'r.e. In acvmV.-f:P-., W�� fff*. STlitv--, Lm�, 4-rrP'9Tr(-,Tt arerrCkod 'rf'-Tnta
.. ;: . ..• �.:..• ,:. , :.
11. LIMITED WARRANTY; DISCLARAERS OF WARRANTY
11.1 Kronos represents and warrants to Customer that the Applications, under normal operation as "spedW in the documentation and when
used as authorized therein, will perform substantially in accordance with such documentatiGn during the Tern.
11.2 Kronos' sde obligation and Customer's sole and exclusive remedy for any breach of the foregoing warranty Is limited to
Commercial efforts to correct the non-confonnMg Services at no additional charge to Customer. In the event That Kronos is unable to coffed
material deficiencies In the Services arising during the Warranty Period. after using ' eanmerdallyble efforts to do so. Customer
shall be entitled to terminate the tre
Own remaining Term of the Services for use In accordance with n 2, above - as Customers sole and
exclusive remedy. Kronos'obillgallons hereunder for breach of warrarilty are condifioned upon Customer ratIfylng Krorrbs of the material breach In
writing. and providing Kronos with suffkxent evidence of such non -co nfonnlly to enable Kronos to reproduce or verify the same.
11.3 Kronos warrants to Customer Chat each item of Equipment shat be free from defer Inmaterials and workmanship during the Warranty Period.
In the event of a breach of this warranty, Cuslaner s sole and exclusive remedy shall be s' repair or replacement of the deficient Equipment
at Kmnos' option, provided that Customers use, Installation and maintenance thereof have conformed to the documentation for such Equipment
This warranty Is extended to Customer only and shall not apply to any Equipment (or parts tthere oo In the event of:
a) damage, defects or malfunctions resuidng from misuse, accidennL neglect, tampering. Qnduding without Omitatlon modification or
replacement 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 to the published specifications for such
Equipmentor
21
malfunctions resulting from the use of badges or supplies not approved by -
• r -kvA141::RN*J•• i- ■ r-'Kalilrll IeWAG[allitillli
h DATASECURITIf
17-1 As part t :, the Services, Kronas shall provide I r admInIstrative.physical, and tedmicalsafeguardsfor protectionof theI
confidentiality and Integrity of Customer data as described at hitp:itwww.kronas.com/productstsmb-soluUcnstwo*forc&-wntml-saastseWcAuJrdI
Customer acknowledges that such safeguards endeavor to mitigate security Incidents, but such kiddents may not be mitigated entirely
rendered harmless. Customer should consider any particular Kronos suppked security-refated "Otguasd as Just one tool to be used as part
Cusk)mees overall security strategy mid not a quarentee of security. Both parties Wee to comply with all applicable privacy or data prot
Y, 1 :::.. rules, or • ,::• governing respective activities of the parties under 1 f Sectionis
12-2 As betwisen Customer and Kronos. all Personally Identifiable Daft is Customees Confidential information and will remain the propwty of
Customer. Customer represents that to the best of Custorner's knoWedge such Peirsonally Identifiable Data supplied to Kronos is accurate.
Customer hereby consents to the use, processing or disclosure of Personally Identifiable Date by Krows and Kronos'SuMilers wherever located
only the purposes described herein and only to the extent such use or processing Is necessary for Kronos (a carry out Kronos' dulles and
responsibilities .. underthis r or ..required ...
12.3 Prior to Initiation of the Services and on an ongoing basis theraaftw� Customer agrees to provide nokm to Kronos of any extraordinary
privacy or data protection statutes, nAes, or regulations which are or become applicable to Customees Indus;try and which could be imposed on
Kronos; as a result of provision of the -will -Personally if
Data
consents frorn Individuals for such transfer and storage to the Went
13. INDEMNIFICATION
13.1 Krorm shall defend Customer and its respective directors, officers, and employees (collectively, the 'Customer Indemnified '), from
and against any and all notices, changes, claims, pmceedlngs. acdorts, q of action and suits, brought by a third party (each a 'Claim")
alleging that the permitted uses of the Services Infringe or misappropriate any United Status or Canadian copyright or patent and will Indemnify
and hold harmless the Customer Indemnified Partles against any fiabltltles, obligations, costs or expenses (including witimut limitation reasonable
att ' fees) actually awarded to a third party as a result of such Claim by a court of applicable Jurisdiction or as a result of eat
of such a Claim. In the event that a final Injunctim is obtained against Customees use of the Services by reason of Infringement or
misappropriation of such copyright or patent, or If In s' opinion, the Services we likely to become the subfect of a successful claim of such
Infringement or misappropriation, Kronos, at Kroros' option and exImme. will use commercially reasonable efforts to (a) procure for Customer the
right to continue using the Services as provided In this Section 0, (b) replace or modify the Service so that the Services become non -infringing
but remain substantively similar to the affected Services, and If ne8her (a) or (b) is commerdally feasible, to (c) terminate t* ServIces and the
rights granted hereunder after provision of a refund to Customer of the Monthly SarAce Fees paid by Customer for the Infringing elements of the
Services covering the perW of their unavailability.
13.2 Kronos shall have no liability to Indemnify ify 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 ft S other than In accordance withdocumentation 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 odwWse Itself be Infringing or the subject of the claim; or (d) use of the Services by Customer other than in accordance
with the terms of this Section D. NotwNbstanding the lbregoing. with regard to Infringement claims based upon software created or provided by a
licensor to Kronos or Suppliers, KronoW maximLan liability will be to assign to Customer Kronos'or Iler's recovery rights with respect to such
infringement claims, provided that Kmnos or Kronos'Supplier shall use commercially reasonable efforts at Customer's cost to assist Customer In
seeking such recovery from such licensor.
13.3 Customer shall be nsible and liable for all damages and cost of Kjonos, Its suppliers and their ollcm. direclois and employees for all
Claims resulting from : (a) employment-related claims wWM out of Customer's configuratim of the Services: (b) Customees modification or
combination of the Services with other services, software or equipment not Wfthed by Kranos, provided that such Custmer modification or
combination Is the cause of such kilringement and was not authorized by ; or, (c) a cairn that the Customer Content Infringes In any manner
any Intellectual property right of any third party, or any of the Customer Content contains any material or Information that Is obscene. defamatory,
libelous, or slanderous violates anyperson's right of Vjbklty. privacy or personality, or has otherwise caused or resulted In any fort, Injury,
damage or harm to any other person.
13.4 The Indemnified Party(les) shad provide written notice to the Indemnifying party promptly atter receiving notice of such Claim. If the defense
of such Claim Is materially prejudiced by a delay In providing such notice, the purWed Indemnlift party shall be relieved from providing such
Indemnify to the extent of the delay's Impact on the defense. The IrKlermillying party shall have sale control of the 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 restrictions on the applicable Indemn1fied Partes without the prior written consent of the other party, The Indemnified
Parties shall cooperate fully, at the Indemnifying 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 counsel at Its own expense, subject to the Indemnifying party's rights
above.
14. LJMITATK]N OF LIJABILIff
14.1 Except as specifically provided In this Section 0, Kroms and Its suppliers wN not be liable for any damages or Injuries caused by the use of
the services or by any errors, delays, Interruptions In transmission, or failures of the services.
14.2 Except for Kronos'indemnification obligations set forth In section 13 above, the total aggregate llablifty of Kronos or s' suppliers to
22
Iwo I wil'ilil s'. I -111 11, lomwaam
sw .# �! - I - M,- il
the d" In vOch such C(An adsm
14.3 Except for Kmnos' indemrAlIcallm obligations set forill in sectim 13 above. In no event shall Kmnos or Kronos' wpplers, their respoct!"
;lffi4*wfm.-* T N, fm CE- I =--
s or supplier has been advised of the possibility of any such Libft. lois or da - mage.
Ea
SERVICE LEVEL AGREEMENT (SLA)
99.75% Application Availability
Actual Application Availability % _ (Monthly Minutes (MM) minus Total Minutes Not Available (TM)) multiplied by 100) and divided by Monlhty
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 Customer's
production environment hosted by Kronos and end when Kjonos has restored availability of the Services. Failure to meet the 99.750/6 Application
Availability SLA, other than fix reasons due to an Excluded Event. wtN entitle Customer to a credit as .
7I 1n-,.. il - - . r.. :.. Ip c - - . - Y: . I:r. • ti.: - 'a : , - r•:.v , ✓: l a a
MIMRyTrA
Cvll • w . d. ,
r
r.
Currently scheduled MalMeearece Periods for the Services are:
Monday through Friday 04:00 am — 06:00 am (U.S. eastern time)
Saturday and Sunday 12:00 am — 06.00 am (U.S, eastern time)
Maintenance Periods Include those maintenance periods mutually agreed upon by Customer and Knms.
'Monthly Min ( Mr 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 ending at 11:59 pm of the last day of such calendar month.
'Total Minutes Not Available )" means the total number of minutes during the calendar month tot the Services are unavailable as the result
of an Outage.
i - 44- ,
. w
Customer acknowledges that Ktonos manages Its network traffic in part on the basis of Customer's utilization of the Services and that changes in
such utilization may Impact Kmnos' ability to mango network traffic. Therefore, noMbslanding anything else to the contrary, If Customer
significantly changes Its utilization of the Services than what Is contracted with Kronos and such change creates a matertal and adverse Impact on
the traffic balance of the Kronos network. as reasonably determined by Kronos, the parties agree to co-operate, In good faith, to resolve the Issue.
K
SECTION E
KRONCIS WORKFORCE READYO - SOFTWARE AS A SERVICE (SAAS) TERMS AND CONDMONS
Customer and Kronos agree that On tame and conditions eat font in this Section E shall apply to the Kronos software application programs and
related services and materials (including applicable documentation) and equipment (If airy) specified an an Order Form for Workforce
Ready(coilectivey, the "Services*). The Services described on an Order Form shag be delivered by means of Customer's permitted access to the
password protected customer area of a Kronos website.
1. TERM
1.1 The Services shall be deemed to start an the earlier of: a) ninety (90) days from Kronos' receipt of the relevant Older Form; or, b) the date
Customer is autitorind to `go INe' whh the Services for production purposes, (the "Start Date7, and shall continue Indefinitely on a month -tor•
month basis until terminated In accordance with the provisions hereof (the 'Term'). Customer acknowledges that execution of sopenate third party
agreements may be required In order for Customer to 'go live" with cartaln add-on features or functionality, Including tax Illing se ("Add-on
Features', as Identified by Kronos 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 Agivement upon a material breach of the Agreement by the other party if such
breach is not cured within fifteen (15) days after receipt of written notice. Notwithstanding the foriagoing, Kronos may suspend or terminate the
Services or the Agreement Immediately upon notice In the event of any Customer broad~ of Sections 3 (License to Use), 4 (Acceptable Use), of
Section AA (Confidential Information), below.
1.4 In the event that either patty becomes Insolvent, makes a general assignment for the benerd of creditors, is adjudicated a bankrupt or
insolvent, contrivances a case under applicable bankruptcy laws, On a pallikirt seeking morganizallort, the other party may request adequate
assurarices of future performance. Failure to comply with such request within tan (10) days of delivery of the request shaft entitle the requesting
party to terminate the Agreement Immediately uponwritten notice to the other.
1.5 If the Agreement is terminated for any reason:
(a) Customer shag pay Kronos within thirty (30) days all fees accrued for the Services prior to the date of termination, provided that If Customer
terminates Kronas for material breach of the Agreement, Kronas shall be responsible to refund to Customer unussid pre -paid service fees, if any;
(b) Customer's right to access and use the Seryshall be revoked and be of no further force or effect
(c) Within fifteen (15) days of termination Customer w9 rableve Customees historical data In accordance with previously established system accew
pmcedums and applicable state and federal [me. Auer such time period, Kronos shah no further obligation to store and/or make available
Customers historical data and may datelle same. If Customer requires additional data convefsIon services from Kmnos, these services may be
contracted from Kmnos at Kronor' therm pubfthadl rates.
(d) Customer agrees to timely return all Kronas-provided materials related to the Services to Kronos at Cuslarnees expense or, altematively, upon
prior written approval of Krona, provide Kron with an officer's codification of the destruction thereof and
(a) all provisions In the Agreement, which by their nature are Intended to survive termination, shag so survive.
2. FEES AND PAYMENT
2.1 In consideration of the delivery of fheServices, Customer shall pay Kronos the Setup Fees, the Monthly Service Few and any additional one
time, set-up or recurring fees, all as defined on the Order Form. All fees payable for the Services shag be sent to the address specified on the
Kronos Invoice. Unless otherwim Indicated on an Order Foran, nt terms for an items except the Setup Fess shag be net upon receipt of
Invoice. Except as expressly set forth In this Section E, all amounts paid to Kronor are non-refundable.
2.2 The Setup Fees shag be Invoked upon execution of the Order and shall be due net 30 days following date of Invoice. Customer
acknowledges that setup few may be charged to Customer by third parties for Add-on Features. Monthly Service fees shag be basecl on monthly
periods that begin on the SIM Date. Monthly Service Fees shag Include fees for Equipment rental, If any, as described in Section 8 below.
Monthly Service Fees for Services added an or beforia the 15" day of a given month will to charged for Mat full monthly period and each monthly
period of the Tern thereafter, Monthly Service Fees for Services addedafter the 151° day of a given month=will begin to oconte as of the 1e day of
the following month and will be charged for each monthly period of the Tenn thereafter. Monthly Service Fees shalt be Invoiced promptly following
the and of the calendar month In which the Monthly Service Fees were accrued. Kronor will monitor Customer's "Usage" of the S (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 Identilled on the Order Form either on a: (a) per month basis; (b) per active
em (herein 'Active Employee") per month usage basis; or, (c) per transaction basis (o -g,: pay statement), For purposes of the Agreement,
an em shall be deemed an Adive Employee during any applicable tilting period If through the Services: (1) time has been entered for
such employee; (it) records have been included for such employee for the purpose of processing payroll; (IIQ records have been Included for such
employee within an import/export process; (Iv) such employee has oiccessed the Services, regardless of the purpose; (v) benefit time has been
accnied for such employee; (vi) human resource reporting has been pairformed for or on such employee; or, (vii) 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 basks, 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 011ier Form. The
Minimum Monthly Fees shall be calculated by Kronos based on Cuslomere anticipated monthly Usage of the Services plus Equipment rental
fees, K 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 shag remain nitsponsible for paying the Mlnlmum Monthly Fees for that month. If an Order Form or the
Agreement Is suspended by Kronos for non-payment or otherwise terminated by Kronin for cause, Customer shag remain liable to pay the
applicable Minimum Monthly Fees up 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 Fee obligations under such agreements so that all such ottkations become Immediately due and payable, and
suspend Services until such amounts are paid In full. Kronos will provide at toast 7 days' prior notice that Customer's account is overdue before
suspending Services.
2.5 Deleted Intentionally.
71
3.1 Subject to the terms and conditions of this Section E, Kronos hereby grants Customer during the Term a limited, revocable, no"xclusive,
non-tranaf , non -assignable Dense to use for Internal business purposes only: a) the Kronos application(s) and related services, including
applicable Services description documentation and training materials (the'Documentation'); and, b) any embedded third party software, libraries,
or other components, which coltsctvely comprise the Services. The Services contain proprietary trade secret technology of Kronos. Unauthottmd
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 Services In object code form only, and shall not reverse compile, disassemble or otherwise convert such software Into uncomplled
or unassembled code. Customer acknowledges and agrees that the license to use the Services Is limited based upon authorized Usage and the
amount of the Monthly Service Fan to be paid by Customer. Custonvor agrees to use only the modules and/or features 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 relieanse or sublicense the Services, or otherwise permit use of the 5e (including 8rnesharing or networking use) by any third party.
Customer may not provide service bureau or other data processing services that make use of the Services without the axpross prior written
consent of Kronos. No kense, right, or Interest In any Kronos trademark, trade name, or service mark, or those of Kronos' licensors or third party
suppliers ("Su "), Is granted hereunder.
3.2 Customer may authorize its third party contractors and consultants to access the Services on an as roaded 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 Sadion
E of this Attachment and c) does not provide such access to a competitor of Krona who provides workforce management services.
3.3 Customer agrees and acknowledges that Kronos retains ownership of all right, life and Interest to the Services, all of which aro protected by
copyright and other intellectual property rights, and that, other than the express licenses granted herein, Customer shall not obtale or Gain any
rights In or hip Interedtothir Services or any associated Intellachmi property rights therein. Custormt agrees to comply with Ocopyright
and other Intellectual property rights nofices containedon or In any InIbrimallon obtained or accessed by Custamorithrough lire Servkes.
3.4 Kronos will make updates and upgrades to the Services (tools, utilities, knprovements, third party applications, general enhancements)
available to Customer at no charge as they are released generally to its customers. Customer 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.
3.5 Kronos reserves the right to change or discontinue the Services, In whole or In part, Including but not IhMed to, the Internet based services,
technical support options, and other Services -related policies. Customees continued use of the Services after Kronos posts or otherwise notifies
Customer of any changes indicates Customers agreement to Mose changes.
4.1 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 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 Customers data and other content
("Customer Content") In connedion with the Services. Customer represents and warrants to Krona that the Customer Content will not (a)
Infringe or violate any third -party right, Including (but not limited to) Intellectual property, privacy, or pub" rights; (b) be abusive, protons, or
offensive to a reasonable person; or, (c) be hateful or threatening.
4.3 Customer will not (a) use, or allow the use of, the Services or Customer Content Incontravention of any federal, state, local, foreign or other
applicable law, or rules or regulations of regulatory or administrative organizations; (b) Introduce Into the Services any virus or otter code or
routine Intended to disrupt or damage the Services, or after, damage, delete, retrieve or record Information about the Services or its users; (c)
excessively overload the Kronos systems used to provicle the Services; (d) perform any security Integrity review, penetration test, load lest, dental
of service simulation or vulnerability scan; (e) use any tool designed to automatically emulate Me actions of a human user (e.g., robots); or. (d)
otherwise act in a fraudulent, malicious or negligent manner when using the Services.
5.1 Customer acknowledges that It shag (a) be responsible for securing, paying for, and maintaining connectivity to the Services (Including any
and all related hardware, software, third party services and related equipment and components); (b) provide Kronos and its representatives
with such physical or remote access to Customers computer and network environment as Kronos deems reasonably necessary In order for
Kronos to perforin its obligations under this Section E of this Agreement. Krona is hereby (1) granted access to such Customer data to perform
its obligations under this Section E of this Agrearrient and td) authorized to audit the number of Active Employee courts or other transactions
that have occurred to measure Usage; (Ili) make all necessary arrangements as may be required to provide such physical amass to
Customers computer and network environment K necessary for Krona to perform Its obligallons under this Section E of this Attachment.
3.2 Customer shall be fully responsible for all access requirements Imposed by law, rule, regulatim or contract In order for Kronos to deliver the
Services pursuant to the terns of this:Section E of this Agreement. Customer shall provide 30 calendar days advance written notice to Kronos
of any change, modlficalkm, or reconfiguratlon of components or elements of the Customers computer and network environment which may, In
any manner, affect Customers access to the Services.
a) Implementation. Kronos will configure the Services utilizing scheduled remote resources. Software module configuration will be based
on information and work flows obtained from Customer during the discovery portion of the Implementation. Customer shall provide
Kronos with necessary ronfigurallon-related information In a timely manner to ensure that mutually agreed Implementation schedules
ars met. Kronos and Customers Implementation responsibilities aro described more specifically In the Services Implementation
Guideline set forth
at;fit ,.1f kron s co r rkict r i m r`a n � .In the event of inconsistencies between the
Services Implementation Guideline and this Agreement, the Agreement shat$ prevail.
26
b) Depot Exchange Services for Eq el As needed, Kronas will send a replacement for Equlpnmt rented (in rdance with
Section 8 below) on an advance exchange basis by next -business -day delivery, when available. When Customer replacement
Equipment Customer shall return the defective unit to Kronos for repair. Equipment support also Includes Customer access to
Equipment service packs via the Kronor Custorneir Portal.
c) Standard Support Kronos will provide telephone support 8:00 am. to 5:00 p.m., local lime, Monday — Friday. Customers also shall be
provided the capability to lop questions online via the Krorm Customer Portal.
d) Educational Materials and Content Customer will have access to certain educational materials and content (the "Educational Content)
within the Services. Customer recognim and agrees that the Educational Content Is copyrighted by Kronos, Customer Is permitted to
make coples of the Educational. Content provided In "pdf fort solely for Customers Internal 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,
alter, customize or vary the Educational Content without the written consent o1 Kronor, provided that Customer may download and
modify contents of Training Kits solely for Customer's internal use.
7. CUSTOMER CONTENT
Customer shall own all Customer Content and pats or other inputs into the Services by Customer or others acting on behalf of or through'
Customer. Including but not limited to Into 'on, data (such as payroll data, vacation time, and hours worked), logos, text, multimedia Images
(e.g. graphite, audio and video files), compilations or any other content shared or processed through Me Services. Kronos acknowledges that all
such Customer Content Is desimed to be the Confidential Information of Customer. Notwithstanding the foregoing, Customer grants Kronos
permission to combine Customers business data with that of other Customers In a manner that does not Identify the Customw or any Individual In
order to evaluate and Improve the sianticas Krona offers to customers. In addition, Kmnos may, but shall have no obligation to, monitor
Customer content from time to time to ensure compliance with this Section E and applicable low.
8. EQUIPMENT RENTAL
If Customer purchases or rents time docks or other equipment from Kmnos, a description of such Equipment (model and quantity) and the
applicable pricing shall be Nisted on the Order Form (the "Equlpnent). Delivery temp for time EquOrnent are FOB shipping point, prepay and add.
Customer shag bear all risk of loss or damage while the Equipment is In transit to Customer.
8.1 The following additional tomo apply only K Customer rents Equipment from Kmnos:
a) Rental Term and Warranty Period. The tern of the Equipment rental and the "Warranty Period' for such Equipment shall run
cotemninously with the Term of the other Services.
b) insurance. Customer shag insure the Equipment for anamount equal to the replacement value of the Equipment for loss or damage by
fire, theft, and all nonttai extended coverage at all times. No loss, theft or damage after shipment of the Equipment to Customer shag
relleve Customer from Its obligations under this Section E.
c) Location/Replacement. Customer shall not make any alterations or remove the Equipment from the place of original installation without
Ksonos' prior written consent. Kronos shag have the right to enter Customers promises to Inspect the Equipment during nornal
business hours. Kronos reserves the right, at its sols discretion and at no additional cost to Customer, to replace any Equipment with
rawer or alternative technology Equipment as long as the replacernent Equipment at bast provides the some level of functionality as
that being replaced,
d) Ownership. AN Equipment shall remain the property of Kronos. AN Equipment is, and at all tines shall remain, separate items of
personal property, neWhstanding their attachment to other equipment or real property. Customer shag not sell or otherwise encumber
the Equoment. Customer shall furnish any assurances, written or olherwise, reasonably requested by Kronos to give full effect to line
Intent of terms of this paragraph (d).
e) Equipment Support. Kronos shag provide to Customer the Equipment support services described In Section 6 above. The cost of such
support serviee shag be Included In the Monthly Services Fees.
Return Of Equipment. Upon termination of the Agreement or the applicable Order Form, Customer agrees that Customer shag disconnect crate
and realm the Equipment to Kronos within thirty (30) days at Customers expense. Equipment will be returned to Kronos In the same cWhdltian as
and when received, reasonable wear and tear excepted. If Customer falls to return Equipment within this time period. Kronos shall Invoke
Customer for the then list prix of the Equipmard. 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 Custor res expense. Equipment will be returned to Kronos In
the same condition as and when received, reasonable wear and tear excepted. If Customer falls to return Equipment within this Wm periods
Krona shag lovoloe Customer for the then list price of the EquipmenL
8.2 The following additional tents apply only if Customer purchases Equipment from Kronos:
a) Ownership and Warranty Period. Title to the Equipment shall pass to Customer upon delivery to the carrier (FOB — Shipping P®Int,
Prepay and Add). The 'Warranty Period' for the Equipment shag be for a period of ninety (00) days from such delivery.
b) Equipment Support Kronos shall provide to Customer the Equipment support services described In Section 6 above If purchased
separately by Customer as indicated on the applicable Order Forth. If purchased, Equipment support services shall commance upon
expiration of the Warranty Period.
9. SERVICE LEVEL AGREEMENT
Kronos shall: (a) provide bask support for the services at no additional charge, (b) use commercially reasonable efforts to make the services
available 24 hours a day, 7 days a week. except for. (i) planned do (when it shall give at least 8 hours notice via the services and shag
schedule to the extent practicable during the weekend hours from 6:00 p.m. Friday to 3:00 a.m. Monday, eastern time), or (II) any unavailability
caused by circumstances beyond Kmnos' reasonable control, Including without limitation, ads of god, acts of government, floods, fires,
earthquakes, civi unrest, acts of terror, strikes or other labor problems (other than those Involving Kronos employees), Internet service provider
failures or delays. or denlal of service attacks, and (I11) provide services In accordance with applicable laves and government regulations..
10. LIMITED WARRANTY; DISCLAIMERS OF WARRANTY
10.1 Kronor repmsents and warrants thud the Services, under normal operation as specified in the Documentation and when used as authorized
herein, will perform substantially In accordance with the Documentation during the Tenn.
10.2 Kronos' obflgatkmn and Customer's for" breach of the above warranty Is limited to Kronos' reasonable commercial efforts to
corned the non -conforming Services at no additional Charge to Customer. In the event that Kronos Is unable to correct deficiencies In the
27
shallServices, after using Its commercially reasonable efforts to do so customer be ntitted to terminate the then remaining term of the Order
Form for cause in accordance y.. ,. breach
upon Cuatornw notifying Kronos of the material breach in writing, and providingnon-conformity
Kronos to reproduce andfor verify the slame.
10.3 Kronos .t described
specificationsarticle 8 above. In the event of a breach of this warranty, customer's excitalvo remady shelf be Kronos' repair or replacement of the deficient
equipment, at Kronos'aptIm provided that customees use, Installation and maintenance thereof have conformed to the published
for such equipment. This warranty Is extended to custorrw only and shall not apply to any equipment (or parts therson In the event of.
a) damage, defects or malfunctions resulting from misuse, accident neglect, tampering, (including modification or replacement of any
Kronos components on any boards supplied with the Equoment), unusual physical or etectrical stress or causes other than normal and
Intended use;
b) failure of Customer o pmvide and maintain a suitable linstallation environment as specified In the published
WARRANTEDEquipment or
c) malfunctlons resulting from the use of badges or supplies not approved by Kronos,
EXCEPT AS IN THIS SECTION 10. KRONOSAND
REPRESENTATIONS RELATING TO THE SERVICES, EXPRESS AND IMPLIED. ORAL OR IN WRITING, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY, r.; A PARTICULAR PURPOSE. r NON -INFRINGEMENT, r 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. -r r r OR
REPRESENTATIONS CONCERNING THE COMPATIBILITY OF SOFTWARE OR EQUIPMENT OR ANY RESULTS TO BE ACHIEVED
THEREFROM. -• • PROVIDES r WARRANTY FORr OR r, AR OTHERWISE
SPECIFICALLY PROVIDED
11.0 DATA SECURITY
11.1 As part of the Somicas, Kronos shag provide administrative, physical, and technical safeguards for protection of the security, confidentiality
and Integrity of Custonw data. Customer acknowledges that such safeguards endeavor to mitigate security Incklents, but such inddents may not
be mitigated entirely or rendered harmless. Custarrm should consider any particular Kronos supplied security -related safeguard as just one tool
to be as part of Customer's *,Drell security shetegy and not a guarantee of security. Both parties agree to comply with all applicable privacy
or data protection statutes, rules, or regulations governing the respective ac"Wti o of the parties under this Section E.
11.2 As between Customer and Kronos, all personally Identifiabledata contained In any applications or system supplied by Kmnos, or to which
Kronos has access to under this Section E rPersonaky IdenliHable Dotal is Customer's Confidential Information and wat remain the property of
Customer. Customer represents that to the beat of its knowledge such Personally Identifiable Data suppled to Kronos Is accurate. Customer
hereby consents to the use, processing and/or disclosure of Pefsonally Identifiable 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 responsibilities under
this Section E or as required by law.
11.3 Prior to Initiation of the Services and on an ongoing basis thereafter, Customer agrees to provide notice to Kronos of any extraordinary
privacy or data protection statutes, rules, or regulations which are or become applicable to Customer's Industry and which could be Imposed an
Kronos as a result of provision of the Services. Customer will ensure that: (a) the transfer to Kronos and storage of any Personally Identifiable
Data by Kronos or its Supplier'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.
11.4 Upon the cessation of the Services. Customer shall be afforded the opportunity to retrieve all Personally Identifiable Data In accordance
with Section 1.5 above.
� . • r 1 r r?'T��7
12.1 If notified In writing of any action (and al prior related dams) brought against Customer based on a claim that the Services Infringe or
misappropriate any United States or Canadian copyright or patent, Kranos will Indemnify and hold Customer harmless and defend such action at
its sale cost and expense and pay all costs Including reasonable attorney fees and damages resulting from such Balm. Krone will have sob
control of the defense of any such action and all negotiations for Its settlement or compromise. Customer will cooperate fully at Kmnos'wqwnse
with Kronos In the defense, settlemeM 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 aro likely to become the subject of a successful dakm of such Infringement or misappropriation, Kronos, at Kronos' option and expense,
will use commercially reasonable efforts to (a) procure The Customer the right to continue using the Services as provided In the Agreement, (b)
replace or modify the Services so that they become non -Infringing but remains substantively similar 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 Customw of the set-up
fees and Monthly Service Fees paid by Customer for the Infringing elements of the Servs es covering the period of their unavailability.
12.2 Kronos shall have no Ilablilty to indemnify or defend Customer to the extent the alleged Infringement is based on: (a) a modification of the
Services by anyone other than Kroncs; (b) use of the 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 or software not provided by Kronos, where the Services
would not otherwise Itself be Infringing or the subjed of the claim; or (d) use of the Services by Customer other than In accordance with the terms of
the Agreernent. Notwithstanding the foregoing, with regard to Infringement claims based upon software created or provided by a licensor to
Kronos or Suppliers, Krona' maximum liability will be to assign to Customer Kronos' or Supphers recovery rights with respect to such
Infringement claims, (provided that Kronos and/or its Supplier shall use commercially reasonable effarts at Customers cost to assist Customer In
seeking such recovery from such licensor),
12.3 Customer shall be responsible for an cost and expense and pay of costs, Including reasonable attorney's fees and damages of Kronos or Its
28
Customer andtor combination is dia cause of such kdringefford and was not authadzed
Infringes In any man 1 uat by or, (c) a dalm that the Customer
Content I
arylyy right of any third party, or arty of the Customer Content contains any material or
inforntation that Is obscene, defamatory. libolota, or slanderous violates tiny person's right of pubilefty, privacy or personality, or has otherwise
caused or resulted In any torte Injury, damage or harm to any other person. Customer will have sole conal of the deforms of any such action and
all ngotlations for Its settlement or compromise. Kr000s will cooperate- fully at Customers evens with Customer In the defense, settlement or
compromise of any such action.
13. LNNRATiON OF LIABILITY
13,1 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.
710.1111W All. 1.
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[@lei k, k 11; U61 ff."I E P-441 11IM41 I It I
THIS Amendment One to the Contract #14-JLR-003, is made this 41h day ofJmnA , 2914, by and between
Harford County Public Schools, hereafter called "Owner' and Kronos Incorporated, a corporation at 297 Billerica
Road, In the City of Chelmsford and State of Massachusetts, hereinafter called 'Contractor".
WITNESSETH: That the parties wishes to update the Contract #14-JLR-003 to adjust certain terms and
also the pricing for certain products and services.
1. Contract Terms and Conditions: The parties hereby agree to amend the Contractor terms and condlUons
as set forth In Exhibit A of this Amendment.
2. Product and Pricing: The parties hereby agree to amend the contract to include the newly developed
product Timelink, with pricing consistent with trestructure-of the original solicitation offering.
3. All other terms and conditions shall remain the same.
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.
V . #946 -MM -73
iiff--my&-orf ,'-CPPB, Supervisor of Purchasing
Date
Kromos Incorporated
Company Name
John O'Brien
Company Representative Printed Name
AMENDMENT■ THE
■ C R' • R.I. _ i.l i- R...:;y � R..R ■..
7-1
SECTION Oi
! x s! • y a q 4 k r ,, v f a t P. „ k! 2:. R 1'.
s ■:* R i R �` M 9 +. r 6 C., R all ■
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1. APPLICATION OF THESE TERMS
These terns and condltions apply to each order accepted by Kroncs incorporated (s*)from an eligible Parliclpaiinq Public Agency
('Customer') for all Worms Equipment, Software. Professional and Educational ces, Support and such other Kronas offerings, as specified
on an order form (an "Order').
In addition to the terms set lemic in this Section A: General Teres and Condition, the following sections apply for the specific offering referenced:
(f) Section B shall apply to the Software licenses and purchased Equipment. support services, and professional and educational services,
(if) Section C shall apply to the Hosting Services purchased In connection with certain Software licensed under Section B.
(Ili) Section O shad apply to the Workforce Central Saas Orders; and
(Iv) Section E shall apply to the Workforce Ready Saas Order.
All orders are subject to tine approval of Kranos' corporate 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 terns
shall apply to the items ordered.
7- APPLICABLE LAWS
This Agreement shall be governed by the state law In which Customer Is based, provided however, if such Jurisdiction has adopted the Uniform
Computer Information Trp (lf ' A), or such other similar law, the parties expressly agree to *apt -out" of and not by g0varned by
UCITA ar such other stroller law. The parties waive;,the application of the United Nations Commission on International Trade Law and United
Nations Convention an Contracts for tha loisimadonal Sate of Goods as to the Interpretation or enforcement of this Agreement
3. EXPORT
Customer athat the Equipment and Sof re may be restricted by the United States Government or by the country In which the
Equipment or Software Is lnsWW from export to cottain countries and certain organizations and Individuals, and Agrees to Comply with such laws.
Customer agrees to comply with all applicable laws of all of the countries in which the Equipment, area Software may be used by Customer..
Customers obligations hereunder shall survive the terminallon or expiration of the Order Form. Customer must obtain Kronos prior written
consent before exporting Me Software.
4. CONFIDENTIAL INFORMATION
'Conklential Information" Is defined as Information that is: t) disclosed between the parties after the date of this Agreement that is considered
confidential or proprietary to the disclosing party; and d) identified as 'confidential" at the time of disclosure. or would be reasonably obvious to the
rasl the same degree of care and confidenMilly, but not less than a reasonable standard of care, which such party utilizes for Its own Information
f similar character that It d not wish disclosed to the public. Neither party shall dlscoss to third parties (except the parent company or the
holly owned subsidiaries ;of the receiving potty who have a need to know) the other parly's Confidential Information, or use It for any purpose not
xpilcitiy W forth herein, without the prior written consent or the other party. Notwithstanding the foregoing, a parry may disclose Confidential
iformation to the extent (a) to any subsidiary or affiliate at such Party. or (b) to any consultants. contractors, and counsel who have a
to commit, a breach of tMs Section 4, the other party shall have the right to seek Injunctive relief from a court
obligation of confidentiality shall survive for three (3) years after the disclosure of such Confidential Information.
no obligation upon eigw party with respect to the other party's Confidential Information which the receiving party
Lo
S. TAXES
If Customer presents to Kranos a validly Issued tax-exempt certificate, or other sufficient evidence of tax exemption, Customer shell not be liable
for those lazes for whlc► Customer Is exempt. Otherwise, Customer agrees to pay all other applicable duties and customs fees totaling to this
Agreement, as well as all taxes levied or based an the products, services or other charges hereunder, Including federal, state and local sales and
excise taxes, and any taxes or amount In lieu thereof paid or payable by Kronos, exclusive of taxes based on Kronos net Income or business
privilege.
6. TRAVEL EXPENSES
Customer agrees to reimburse Kronos for all pre -approved, reasonable and necessary travel Incurred by Kronos in the performance of its
obligations under this Agra t, provided that such travel compiles vAh the these current Kronos Travel and Expense Policia (such policies are
available upon t) or such other policles mutually agreed between the parties to d• statement of work. Customer What agrees to pay any
travel expenses such as aldare, lodging, meals and local transportation, Incurred by Kmms'in the performance of Its obligatons under this
Aorement Provided such expenses emptywth the Kronos Travel and Expense P applicable policies. Customer will be billed by Kronos for such
travel expenses and payment thereof shall be due net 30.
7. GENERAL
(a) The Invalidity or Illegality of any provision of this Agreement shall not affect the validity of any other provision. The parties intend for the
remaining unaffected provisions to remain in full force and effect.
(b) Customer shall not assign this Agreement or the license to the Software without the prior written consent of Kronos and any purported
assignment, without such consent, shall be voldd
(c) Neither Party shall be responsible for any failure to perform or delay In performing any of Its obligations under this Agreement (other than a
roe Majoute Event').
_ --- _ — _. m. __-1 _..
this Agreement shall be In writing and sent postage id, if to Kronos, to the Kronos address on the Order Form, or
g address on tho Order Form,
Wain we Provided for C*nvl&nlsftce only and have no substantive affect on the Wnstruction of this Agreement:
the Order signed by both parties and expressly reference this AgreomeffL wNch Is delivered via fax or alectron1cally
constitute a valid and Wormable agreement,
ny5information expressly incorporated h (Jnduding Inrotmatloo contained In arty gofer UAL,), together with the
or contwporaneous representatibris, negotiations, or other communications between tate partiles, relating to the subject tier of this Agreement.
This Agreement may be amended only In wrifing signed by au pized reps lalives of bolh parties. Customer understaacknoWedges+
that while Krows may disclose to customers, certain confidettist Infonftilm ragelfto Werst pWid development . potential future
products and/or product enhancements under consideration, Customer Is (Vol entitled to any products or product enhancements other than those
contained an the Order Form. Cuslonw has not refied on the avallablilly of any future version of the Software or E ent id fled on an Order
Form, nor any odief future Product in executing ft Agreement.
(h) Use, duplication, or by the United States Government is subject to restrictions as set forth in subparagraph (c) (t) (II) of Rights In
Technical Bata and Computat Software claus o at DFARS 2SZ227-7013. or Subparagraph jcX1 X2) of the Commercial Computer Software
ResmrW Rightsse at FAR b 7--1% at applicable. is Kronm incorporated, 2W aillerica Road, Chelmsford,
(i) The JBoss4D Enterprise Middleware components embedded In the Software are subject to the End User License Agreement found at
htt ,/ h
(p Customer may pay an Imeoice by credit card if the amount is not greater then $„ ,tiff,
(k) Kronos agrees to comply vAth any applicable federal, stale and local laws and ragwations.
(1) AlMomly, to be liable for tangible property damage or personal Injury to the extent caused by the negligence or wt>lful
misconduct of Its sslove".
E
SECTION 8
TERMS AND CONDITIONS FOR SOFTWARE LICENSES, SOFTWARE AND EQUIPMENT SUPPORT SERVICES,
AND EDUCATIONAL AND PR&MIONAL SERVICES
This Section B applies to Software licensed, Equipment pu = support seMces for Software and EqulpmenL and educational and
0oirces, when such items are (deritiNd on the Ord4�siy relero" #04�Agtcament.
1. PAYMENT AND DELIVERY
I SJIIL�
AWWJ9141"Avd� I I '
y7kr4raT SOMIlidd-j-
EW MW 210 pro an
Ome and materials basisi Invoiced montNy as rendered.
2. GENERAL LICENSE TERMS
Kronos owns or has ft right to license the Software: The Software and Software documentation are confidenbal and may not be disclosed to a
third party without Krows'writtan consent The $0ftW9r0 contains PMOd8t8rY brae 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 coov of ft Software constitutes a
Sactlon a.
3. FEE BASED LIMITATIONS
r rqu to use the soft" mid wm retttm tho software media to Kpanus and
imer's possession or control. Thils Ream is subject to all of the terms of this
4. OBJECT CODE ONLY
=TrVdare.
5. PER COPIES
G. UPDATES
in the event that Kranas suppRes Service Placks, Point Releases and Major Releases (Including toglatouve updates If avatlable) of the Software
(collectively referred to as 'Updates), Such Updates shall be part' of Software and the provisions of this license shall apply to such Updates
and to the Software as modified thereby.
T. ACCEPTANCE
For Customer's Inittal PUMI19SO Of each Equipment OW Software product Kronos shall provide an acceptano test period (the 'rest Period) thiat
commer)ces upon Installation, Installation shall be deftned as* a:) the Equipment, If any, is mounted-, b.) the So Is Installed on Customer's
server(s); and C.) Implementation team training, N any, Is complete. During the Test Period, Customer shall determine whether the Equipment and
Software meet the Ktonos published electronic documentatlon, ('Specificallons"),
-
and Software. Neither party shall then ha 8 anyfurther liability to the
8. LIMITED WARRANTY
rIT-119 ml_
any Equipment (or parts thereoQ or Software media in the event
4
(a) damage, defects Or malfunctions resulting from m15010, accident, M1910C!, tampering, (mcluding modification or replacement of any
Kronos components on any boards supplied with the Equipment), unusual physic2i or otectricat stressor causes 0aw than nomnal and Wended
use;
(b) failure of Customer to provide and maintain a suitable Installation environmant, as specified In the Specifications: or
(c) malfunctions resulting from the use of badges or supplies not approved by Ktonos.
1). PROFFESSIONAL ANG EaUcAmNAL senvicEs
RONOS PROF ESSIONALIEDUCATIONAL SERVICES POLICIES
10. SOFTWARE SUPPORT SERVICES
The following terms and conditions Shall govern the Software support services provided by Kronos to Customer.
10.1 SUPPORT OPTIONS
10.2 TERM OF SOFTWARE SUPPORT
Unless otherwise Indicated on the Order Form, Support Service Shall commence an the Sollware Delivery date and shall continue for an Initial term
10.3 GOLD SERVICE OFFERINGS
Customer shall be entitled to receive:
Agreement.
(11) Telapitans and/or electronic access to the Kronos Global Support Center for the logging of'requests foci( service during the Service Coverage
Period. The Service Coverage Period for the Gold Service 0116fiN Is 8-00 a.m. to 8;00 P,m., local time. Monday through Friday, *xcJudIrV Krarm
hofiday%,
(fit) Wesed supporl including access to Sat re documentation, FAQ*s, access to Kr knowledge, base, Customer forums, and e -case
management, Such offarings we Subject to modification by Kronos. Current offerings can be Iound at nffkwnggwti�-
Lwkq096 -
fiv) Web-baseot remote diagnostic technical assistance which may be utilized by Kronos to resolve Software funcdonal problems and user
Froblems, during the SOMCO Coverage Period,
(v) Acefts to Speda4zed Content as and when made available by Kronos such as technical advisories, teaming quIck Ups, brown bag seminars,
tech insider lips, SHRM a-LeamIng. HR Payroll rforce and service me studifes.
5
10.4 PLATINUM AND PLUS SERVICE OFFERINGS:
Platinum In addiftn to the
6(Wtq IS 24 hours A day4 se4en4* s y 3M days a year,
Plus
X' i : !+ X # X ,w: # X 5:...:. i `. y w R : ! •. # ! #' R . i . dp • - i :.
i + X f " X :� ♦ t: ::.... n m R _... # .. . # p ... s: f f. # # 9 #..- # :' b ,. f r 3 I ,. :.., ,
s w
`. : R R 1 Y.::: # ! :.x. , p # '# i t ! i# X r. I . �' rf • I3 : I -
F F 1..:: r - •: I'...r ::Ii - i f I i j G ',.s i -, ,�.i
1
! i y. F: # S :' F Y # •, a+a . #,. 3 ., : b M # # R # 4 C 2. F: L # , 3 M 3 #! n f X .. # P:.. � 6 :: 3. -
.I
1
.7 RESPONSIENLITIES OF CUSTOMER
Customer agrees (1) to provide Kronos personnel V14th full, free and safe &00014t6Software for our-,imses afsuor,*,-jL JtA��JTa
• e, iii !.
.Rrt#IR�1= w, MRS wuppw 1 d, /j t,acjwma nrunos pefsonnet "in rust; trtee ana sate access to the r¬e access ha re andjor so re.
W.8 DEFAULT
10.9 WARRANTY
Kronor warrants that all support services shall be performed In a professional and competent manner.
11. EQUIPMENT SUPPORT SERVICES
The folCowlrrg terms and condlOom shalt Wvem the ent Support services provided by Kronos, to Customer,
Customer hereby agree t Kmnos StW provide depot eVipment repair supports �*Depot Sul
KMM5 EquIpment t sr) specified on an Order Form to and from locations erithan the United states aid pt
following terms and conditions,
11.1 TERM
DEPOT - - . - wscmpnok
#i:. the lasure `R Igtk1l
.. .. . ...::.
h Product listed. CAWomer t all
produeW (as defMad below). vita be
nen;L any Ptoducts of the same type as
ner n(peos to pay a prorated fee for such
data.
Ite. Customer will pay Kronos wtthln thirty
Ll
procedures for failed Equipment shall be provIded based on the Depot op - Depot Exchange or Depot Repair - selected by Customer an the
applicable Order Form arta# as specified herein and In " then Support Services Pollcias, Servide packs for the Equipment (as
described In subsection (b) below) are included In both Depot Exchange and Depot Repair Support S
(1) Depot Exch : Kronos will provide a replacement for the failed Equipment at the FRV or subassembly level on an "advanced exchange*
basis, o0tWog a carrier of Kronos' choice, Replacement Equipment will be shipped the same day, for delivery to Cust m"s ktosom as further
described In the SupPon Policies. REPLACEMENT EQUIPUENT MAY BE NEW OR RECONDITIONED, Customer l specify the address to
which the Equipment is to be shipped. All shipments will Include the Kroms provided RMA destgnatng the applicable Kroms Depot Repair
Center, as line recipient. Customer, upon receipt of the replacement Equipment from s, shall package the dafecWe Equipment to die
materials provided by Kronos, with the RMA supplied and promptly, return failed Equipment directly to s.
(it) Depot Repair Upon failure of Installed Equipment, Customer shall Install a Spare Product to replace the failed Equipment. Customer shall then
return the failed Equipment, with the required RMA, to the applicable Kronos Depot Repair Center. Customer shall make reasonable efforts to
return the railed 'Equipment using the same or substartpaRy {tar pecking materials In which the original, Equipment was sent. Customer Shap
also spectly the address to which the repaired Equipment should' be return shipped. Upon receipt of the to Equipment. Kronos shall repairthe
failed Equipment and ship It, within len (10) business days after receipt, to Customer. Kronos shall ship the repaired Equipment by regular surface
transportation to Customer.
Kronas warrants that all repairs performed under the Agreement shall be Wormed In a professional and competent manner. In the event of a
breach of this warranty, the exclusive remedy of Customer and sole liability of Kronos shall be replacement of the repaired Equipment.
11.4 EQUIPMENT SERVICE PACK SUPPORT SERVICE DESCRIPTION
If Customer purchase the Equipment service packs supporL Kronos manufactured terminals specified on an Order, Customer shall be entitled to
receive:
(1) Service packs for the Equipment (which may contain system software updates, ffmawwe updates, security updates, and feature
uq service packs for the Equieat,
Jwnlood at Kronos' customer portal,
Kronos ' rrants that all service packs and firmware updates provided under this Agreement shall materially perform In accordance with the
Kjonos published spedifications fors period of'ranety (90) days after downloadby Customer, In tie event of a breach of this warranty, Customers
exclusive remedirshad be Kronos'repah, or replacement of the deficient service packs) O(ftrrnwareupdate(s), at nos' option, provided that
Customer's use, Installation and maintenance thereof have conformed to the specifications.
11.5 RESPONSIBILITIES OF CUSTOMER
Customer agrees that It shall return failed Products promptly as the failures occur and that it shall not hold lolled Products and send failed Product
to Krows lin 'batch " which shall result in a longer turnaround time and surcharge to Custom or. In addition, Customer a to:
11.6 SUPPORT EXCLUSIONS
Depot Support Service does not Include the replacement of 'consumablee, to addition, Depot Support Service does riot Include the repair of
damages, and Customer will not attempt to return damaged Product, resulting from:
(a) Any cause external to the Products Including, but not limited to, electrical work, fire, Rood, water, wind, lightning, transportation, or any act of
(b) Customersfalkits to continually provide a suitable installation environment (as Indicated In Kroros' pubilshed installation guidelines) Including,
but not limited to, adequate electrical power,,
(c) Customer's Improper use, relocation, packaging, refinishing, management or supervislorof the Product(s) or other failure to use Products In
accordance with KmrKW published specs ti .
(d) Customers 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 saricilovs, rules, regulations or laws preventing the shipment of the Products; or
(f) Cus er*s repair, attempted repair or modification, of the Products.
Professional services provided by Kronor In connection with the Installation of any Software or firmware upgrades, it available, If requested by
Customer, are not covered by Depot Support Services, Firm a (including equipment service paw) which may be available to resolve a
Product Issue Is not Installed by the Krows Depot Repair Center but Is available for download at Kronos' customer web site provided Customer Is
maintaining the Product under an annual Depot Support Services plan with Kronos.
11.7 WARRANTY
(a) Depot Repair artd Exchange warranty: Kronos warrants that all repairs performed under this Section B shall be performed in a professional
and competent manner♦
11.8 LIMITATION OF REMEDIES
To tae extent permitted by law, the remedy of Customer and liability of Kronos shall be replacement of the repaired ProducL
lerially
ar a
at Kronor'
12- KRONOS SUPPORT -POLICIES
Kronos'Men-cuffent ces Policies shah apply to afl SupW Services purchased and rnay be accessed at�
i�w3�:7�
., : t M:- a . ::: .w' WWW •., ...
}• k 7
15. KNOWLEDGEPASS EDUCATION SUBSCRIPTION:
The parties hereby agree that the following terms shall apply to Customer's purchase of the Kronos KnowledgePass Education Subscription only,
If specified on the Order Form:
Product and upgrade Information for profect teams and end users
H Interactive Instruction on common tasks
Self ed tutorials covering a range of topics
Job aids
KnoMedge assessment and reporting tools to measure progress
Webinars
d: i W '# "e • :: #wt w w, S S • `••,. '..' • W.'..w a w w •W & Y. BW •..
i k 4
n M w
J p:: .... 9 I: : r • r W #.:_ ;: M b ::.; ., ,, w w ., .. { ` . tl Y: w' •+'W t♦ ....
:. , �: •. •..• la _ •::. la • : I - •:: - • a:W _, w 5 .. .® I'{ .. a w w... .F 6 5 : d.
The KnowtedgePass Subscription is available Wien the Customer subscribe on annual basis,
Train -the -Trainer Pro(TTT): Certification under the Traln•the-Tralner PmWarn Is vaild only for the point release of the Saftwe for which the
TTT Program Is taken, and covers only the Customer employee who completes tho M Program.
LIMITATION OF
CUSTOMER'S■ • KRONOV SOLEFOR -• s •
r- .• ,� r l • ire r r- - •«• a - •-
8
THE CLAIM, AND IN NO EVENT VALL KRONOS OR ITS PARENTS, SUBSIOP—VIFS AFFIILNn�--C. 012. TY19-F-PAP.-V I 1rtPQQ1WC% 'PIZ I 1AQ1 C
— ... • • :.. ... .. / : i i - is ' ... : • ♦ ':
18. TERMINATION OF ORDER FORM OR SOW
(a) Termination for breath. For any breach of this Agreement by Kroonos to dation with that Customer which cannot be cured by repair,
replacement or re -performance. Customer "I have the right to terminate this ft Order Form or applicable SOW Lpm party (3 0) days prior
written notice to Kroms, provided Kronos has not axed such breach during such itidy (3 0) day period. Upon such termination, Customer shall
be entitled to pursue Its remedies at law or In equity subject to the terms of this Agreement.
(b) Termination for non-approArtation of funds, Should the fundino fes;the services ordered by Cr shimor he d' free r im th�rl h�--
the Performance ofservices upont of the notice. in such event the Customer agrees to pay for the products delKwW and
perlormed under the terms of the Agreement prior to the receipt by Kronos of the termination
5
0
SECTION
• I APPLICATION HOSTING
• 1 : •
There terms and conditions apply to the cloud services which are identified in the Pricing as the Cloud 2 in the
Pricellst Name.
Th Application Hosting Supplemental Terms and Conditions are applicable for hosting services ordered by Customer for Kronos Software
licensed under Section B of this Agreement
1. DEFINITIONS
"Appllcatior(s)" means (hose Kronos software applications set forth In the Cloud Hosting SSS which are made accessible for Customer to use
underthe terms of this Addendum,
"Application Hosting P " or "Program" means (1) accessibility to the Applications, by means of access to the password protected
Customer area of the Kranos, hostkV environment(Il) all Hosting Related Seryl
"Initial Term" means the Initial term of the Program as set forth In the applicable Claud Hosting SSS.
era,p s eat, —swmers aumonzea ousmoss ams), soh#y for the intemat business purposes of such bminess, unigs),
"Monthly Service Fee(s)" means the monthly tees described In the Cloud Hosting SSS and set forth on the applicable Order Form..
"Order Form' means the order request form supplied by Wanes and signed by the Parties that lists the fees for the elements of Customer's
particular Program.
"Personally Identiflable Date" means Information concerning Individually Identifiable employees of Customer that is protected against disclosure
under applicable law or regulaWn.
"Production Environment" means a permanent environment established for the dally use and maintenance of tine Applications In a five
environment throughout the term of a Program.
"Service Description" m the detailed service description (' Ing any supplementary service terms) specified In the Cloud Hosting SSS
which sets forth the specific Program to be provided to the Customer,
'SLAja)' means p service level a"mont offered by Kronos for the Production Environment and attached to Inas Section C as L&WkU which
contains key s (level standards and commlanents, that apply to the Pmgmm as detailed In the Service Description,
"SLA Credit" means the credit calculated In accordance with the SLA 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 [he terms of the applicable SLA.
"Supplier" means any contractor, subcontractor or licensor of Krone providing software, equipment and/or services to Kronos which are
Incorporated Into or otherMse related to the Program.
"Temporary Environment" means a transient database environment created to serve limited purposes fora limited time period, and Identified In
the applicable Cloud Hosting SSS as a Temporary Environment.
2 CLOUD HOSTING SERVICES SCOPE STATEMENT
The 4e3criptIon of the particular Program ordered by We Customer, the Program lerm, the Ivtorrthly Service Fee rates, and other fees, it any,
applicable to the Program pre descnGed to the applicable Cloud Hosting SSS and Carder Form, Kronos will not change the Monthly Service Fee
rales It charges for C omer°s existing Program, or the SLA, during the IMLW Temp; Kronos may change such WAthly Service Fee rates or the
associated SLA for a r I farm of five particular program by notifying Customer at least Sixty (60) days prior to the expiration of ft then
current term, SLAs are only available in a Production environtment, Unless the Cloud Hosting SSS indtmte3 that the Program Is to by
implemented In a Temporary Envlronmenl. the Program will be deemed to be implemented In a Production Enviroment,
3. AUTHORIZED USE
Customer shall take all reasonable steps to ensure that no unauthorized 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 this Section C.
10
S. CUSTOMER REPRESENTATIONS AND WARRANTIES; CUSTOMER OBLIGATIONS
6.1 Customer represents and warrants to Kronos that it has the right to publish and disclose Customers Content In the Program,
5.2 Customer represents and Wwants to Kronos that Customers Content will nctl..' (a)W11nnge or vtolal6any third -party right. including (but not
limited to) Intellectual property. privacy, or publicity rights; (b) be abusive, profane, or offensive to a feasarsablo person. or (c) be hat em or
threatening.
S.3 Customer will, at Its OwO test and expense, pmvide all end UW equipment operating systems, and Software ((nduding a web browser) not
provided by Kronos and needed to access and use the Program. Customer will also provide, at Its own cost and eypense, all connections from Its
computer Systems to ft Program, which It include all related costs associated with Customer accessing the Program, unless such
connecWty services are purchased from Kronos; as Indicated on the Claud Hosting SSS and Order Form.
allow the use of, the Program In tontravekon of any applica
Introduce Into the Program any virus or other code of routine W
Information about the Program or its users; or, (g) otherwise act
T. FEES AND PAYMENT TERMS
7.1 In consideration of the delivery of the Program, Customer shall pay K Me Monthly SaMc*$ Fee as deAned in the applicable Order
Form. The MoniNy services Fee shall begin to acme on the date the Order Form and SSS are signed by the parties. and shall be Invoiced
annually In advance.
7.2 AM fees payable hereunder shall be paid in United States Dollars and sent to the attention of Kronos, as specified on the Invoice. Payment
Terms shall be not 30 days following receipt of Invoice.
7.3 S,LA Credits, If any, which are duo *W owing to a-builomer under an SLA for a particular month of the Program shall be paid by Kronos In
the the month in Whi6h ilie tLA Ciodlits were earned.
8. SERVICE LEVEL AGREEMENT
CUSTOMER'S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY SERVICE OUTAGE, INTERRUPTION OR DEFICIENCY OF
SERVICE(S) OR FAILURE BY KRONOS TO MEET THE TERMS OF AN APPLICABLE SLA.
A N 14M W.W."I il " -'- a *- 0;. ; w. +
IWL'"1111-4
It A hf;zl,c;l IN I Ali A C Fe We
AGREEMENT. KROW9 DISCLAIMS ANY AND ALL OTHER LIABILITIES OR REMEDIES FOR SUCH OUTAGES, INTERRUPTIONS OR
DEFICIENCIES OF SERVICES.
9. LlmrrA-nON OF LIABILITY
IN ) 1111TI
............. .....
for the purposes described herein and only to the extent such use of Processing is necessary for Kmnos to carry out Kmnos' dAes and
responsibilities under We Agreement or as required by law.
11. TERM AND TERMINATION
1141, At the expiration of the Initial Term, one applicable Program shall automaticall)
^Twimi wnuen nonce. r4o rw9ram imarrupton shan to deemed to have fred during, aM no Program credits shall be owed for' any
authorized suspension of the Pirogram.
11,2 Customer may terminate the Program by vMltert notice at any fte during the term of the Addenidum if J<ronoe materially breaChas any
provision of this Addendum, and Such debutt is not cured within thirty (30) days after receipt of written notice, from Customer. In the event of wch
ten'01natI00 by Customer. Customer shaff pay Kronos vvithin, thirty (30) days all fees hm due and owing for the Program prior to the date of
tennination,
11.3 Customer may terminate the Program for convenience on no less than ninety (90) days prior written notice to Kronos.
rr.Tz7m-
SERVICE LEVEL'AGREEMENT (SLA)
Service LevelAgreement: The Services, in 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, SLOB are only applicable to production environments. SLAB will be
avallabte upon Customers 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
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 Customer's
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 than for reasons due to an Excluded Event, will entice Customer to a credit as follows;
"Outage' means the accumulated time, measured In minutes, during which Customer Is unable to access the Applications for reasons other than
an Excluded Event.
Excluded Evenr means any event that results In an Outage and 1s 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 circuits provided by Customer, any Inconsistencies or changes In Customer's
source environment, kx:IW[ng either Intentional of accidental connections or disconnections to the environment; (c) Force Majeure events; (d)
scheduled or emergency maintenance, alteration or Implementation provided during the Maintenance Period defined below; (e) any suspension of
the Services In accordance with the terms of the Agreement to which this Exhibit A Is attached: (f) the unavailability of required Customer
personnel, including as a result of failure to provide Kronos with accurate, current contact Information; or (g) using an Application In a manner
Inconsistent with the product documentation for such Application.
'Maintenance Period' means scheduled maintenance pedMs established by Kronos to maintain and update the Services, when necessary.
During these Maintenance Periods, the Services are available to Kronos to perform periodic maintenance services, Mich Include vital software
updates. Kronos will use Its commercially reasonable efforts during the Maintenance Period to make the Services available to Customer,
however, some changes will require downtime. Kronos will provide notice for planned downtime via an email notice to the primary Customer
contact at least one day In advance of any known downtime so planning can be focilflated by Customer,
Currently scheduled Maintenance Periods for the ServIm are:
Monday through Friday 04:00 am — 06:00 am (U.S. eastern time)
Saturday and Sunday 12:00 am — 06:00 am (U.S. eastern time)
Maintenance Periods Include those maintenance periods mutually agreed upon by Customer and Kronas.
'Monthly Minutes (MM)' means the total lime, measured in minutes, of a calendar month commencing at 12:00 am of the first day of such
calendar month and ending at 11:59 pm of the last day of such calendar month.
'Total Minutes Not Available (TM)' means the total number of minutes during the calendar month that the Services are unavailable as the result
at an Outage.
Limitations: Service Credits will 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 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
any right to Service Credits not requested within tris time period. All performance calculations and applicable Service Credits are based on
Kronos records and data unless Customer can provide Kranos 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 adumWedges that Krona manages its network 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 anything else to the contrary, If Customer
significantly changes its utilization of the Services than what Is contracted with Kranos and such change creates a material and adverse Impact on
the traffic balance of the Kra'as network, as reasonably determined by Kronos, the parties agree to co-operate, in good faith, to resolve the Issue.
M
This Section appNes only for transactions that Involve Kronos hosting for Software licensed under Section B In relation with hosting
pricing referred to as CLOUD
This attachment does not apply to CLOUD 2 Items.
APPLICATION HOSTING SUPPLEMENTAL TERMS AND CONDITIONS
These Application Hosting Supplemental Terms and Conditions are applicable for hosiing'services ordered by Customer for Kronos Software
licensed under Section B of this Agreementusing the pricing set up on Novwnber 21, 2St 1
DEFINITIONS
"Application Hosting Program" or "°frog " mews (I) accessibility to the commercially available object code version of the Khms, hosted
applications, as set forth In Ow Cloud Services SOW, by Means of access to the password protected customer area of the Kronor hosting
environmert and (t) all Hosting Related Services.
"°InMal TerW'means the Initial term for which Kronos shall provide the Program to Customer and as set forth In the applicable Cloud Services
SOW executed by Customer.
--intemar a ,. means Me use of the Program, (i) by Customer's POM00nal Solely for Customer's internal business purposes and (it) by any
arldhorized employee. agent or contractor of Customer to process information totaling to Customers employees a"19ned to, or potential
employees of, Customer's authorked business unit(s). solely for the WOM01 business s of such businessunfl(s).
"Monthly Service Fee(s)" means the monthly fees described In the Cloud 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 fists the Startup Fees and Monthly Service Fees
for the Womenis ofCustomer's particular Program.
"Personally Identiffiable Data" means Information concerning Individually Identifiable employees of Customer Milt Is protected against disclosure
under applicable lave or regulation.
"Production Environment" means a permanent erhvlronmenl established for the dally use and maintenance of the Application In a live
environment throughout the term of a Program.
"Services Commencement Date" shall, except as otherwtse provided In writing In;a Cloud Services SOW or Order Form signed by the pard
moan the earlier'of (a) the date the So re Is transferred to the hosted environment as Mutually agreed by the parties In writing or (b) 90 days
after the Efiloctive Date. Notwithstanding foregoing, the Service Commencement Date for software'hosted In a Temporary Environment shag
Commence seven (7) days after the EffecW# pate„
""Servi O crlptton" means lire delatied service d tion (Including any supplementary service terms) specified In the Cloud Services SOW
which sets forth the speciflp Program, to be pmvIded to (rte Customer.
"SLA(s)" means a service level agreement offered by Kronos for the Production Environment and attached to this Section C.1 as E wh A.1
which conal, ns zey service maintenance standards and commitments Met apply to the Pr0grAM as detailed In the Service Description.
"SLA Credit" means the credit calculated In accordance with the SLA and offered by Kranos in the event of outages, Interruptions or deficiencies
In the delivery of the Program that result in a failure to meet the terns of the applicable SLA.
"SuPplisr" means any contraclot. subcontractor or licensor of Kroncs providing software, equipment and/or services to Kronas which are
incorporated Into or otherwise related to the Program.'
"Temporary Environment" means a transient database environment created to serve limited purposes for a limited time period, and Identified In
the applicable cloud Services SOW as a Temporary Environment.
"Startup Fees" means the one time, customer -specific startup fee as Indicated an the Order Form that will be charged to Customer to enable
access to the Program,
Cloud Services STATEMENT OF WORK
9P m. or SLA, during the tnhial T nos may change s nttly S Fee
14
rates or the aseaaciated SLA for a renewal term of the particular Program by nofifyingCustomer at toW sI* (Illi) days prior to the expiration of the
then current temp, SLAs are only available In a Production ErMtonment. Unless the Cloud Services SOW Indicates that the Pmomn Is to be
implemented in a Temporary Environment the Program will be deemed to be Implemented in a Production Environment.
Authorized Use
Customer shat take all reasonable steps to ensure that no unauthorized persons 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 this section Qll
MAINTENANCE ACCESS
If Kronos, hs Suippliers, or the local access provider, as applicable, tedulmes access to Customer sites In order to maintain or repair the Program,
Customer shall cooperate In a timely manner and reasonably provide such access and assistance as necessary.
Customer representations andwarranties; Customer obligations
5.1 Customer represents and warrants to Kronos that II has the right to publish and disclose Customer's Content in the Program.
52 Customer represents and warratits to Krems ftl Customer's Content will not; (a) Infringe; or violate any lhlnj•party right, Including {but not
limited to) intellectwi property, privacy, or publicity rights; (b) be abusive, profane, or offensive to a reasonable person. or (c) be hateful or
ttarealening.
expense, viae all end user equipment operating syst s, and Software (Including a web browser) not
ass and use the Program In accordance with tte technical uirements set forth In the Cloud Services
own t and expense, all connections from Its computer systems to the Program, which shall include all
accessing the Program, unless such connectivity services are purchased from Krones as Indicated on the
0. INTERNET ACCESS
8.1 If Customer uses open Internet connect" or Customer-supphed VPN Internet coninections, to access the Program. Customer
ecknowtedges that performance and throughput of the Internet connection cannot be guaranteed by Kronss. and variable corinestion
performance may result In application responsevariat
01 Customer hereby acknowledges that the Internet Is not owned, clietatild. managed by, or in anyway affiliated with %. Its Suppliers or
any of Its effilllatos, arid that It Is a separate network of computers Independent of Knnos, Access to the Internal is dependent on numerous
factors, technalogles and systems, many of which are beyond s' authordy, and control, Customer acknowtedges that Kronos cannot
guarantee that the Internet access services chosen by Customer will meet the leval of oree or the level of response time that Custorner may
need. Customer agrees that Its use of the Internet access services and the Internet is solely at its avm flak, except as specifically provided In this
Section C,1, and Is subject to all applicable local, state, national and International laws and regulations. -
7. FEES AND PAYMENT TERMS
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 included In the
Monthly Service Fee Invoice Issued by Krorws for the month following the month In which the SLA Credits were tamed.
r . �, . rc . ► r • s
9. LIMITATION 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 HORSES, AND WORMS), CUSTOMER'S CONTENT OR
15
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 those Kronos security -related services described In die Cloud Services SOW. Customer
acknowledges that the security -related services endeavor to mitigate security Incidents, but such Incidents may not be mitigated entirely or rendered
harmless. Customer should consider any particular security -related service as just one tool to be used as pan of an 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 governing the
respective activities of the parties.
10,2 An Personally Identifiable Data contained In any Software, Equipment or systems supplied by Kronos. or to which Kmnos has access to under
this Section C.11, as between Kronos and Customer, is Customers Confidential Information and will remain the property of Customer. Customer
hereby consents to the use, processing and/or disclosure of Personally Identifiable Data only for the purposes described herein and to the extent such
use or processing Is necessary for Kmnos to carry out its duties and responsibilities under this Section C-1 or as required by low.
prow of VW Program- Customer viin ensure Wet: (a) the transfer and storage of any Persorially
Kronos' or Suppilers data center Is legitimate under applicable data protection laws and regulations
kxWduals; for such transfer and storage to he extent required under applicable laws and regulations.
notice to Kroms of any extraordinary privacy
b could be imposed on Kroners as a result of
Identifiable Data to Kronos and managed by
and (b) Customer will obtain consent from
10.4 At no Cost to Customer, Km"05 shall upon 0) request by Customer at arty Ume and OQ 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 Identiflabje Data,
11. TERM AND TERMINATION
11.1 At the expiration of the Initial Term, the applicable Programs shall automatically renew for, successive one year periods urge" either party
provides notice of its Intent not to renew at least sixty (60) days prior to the expiration of the lbet"urrent term. Kronos may suspend or terminate
the Program upon notice In the event of any breath by Customer of this Section C.1. 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 time during the term of this Section it Kmnos materially breaches any
provision of this Section, 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 Kronos within thirty (30) days all fees then due and owing for the Program prior to the date of
termination.
12.3 Customer may terminate the Pmgtam for convenience on no less than ninety (90) days prior witlen notice to Kronos.
a event oftermination of the Pirogram by customer for convenience or by Kronas for cause during the Initial Term, Customer Wit pay to
ry out of pocket expenses Incurred by Knonos In terminating the Program plus an early termination fee based on the following
i. one (1) month of the then -current Monthly Services Fees for very twelve f12) month perrW (or portion thereof) remaining In the Initial
way of example arty, if Customer terminates the Program for conuenienm with Ofteen (15) months remaining In the Initial Term,
will be responsible to pay Krows two (2) months of the then -current Monthly Services Fees,
16
EXHIBIT A.1
TO SECTION CA
SERVICE LEVEL AGREEMENT (SLA)
Service Level Types: SLAs are only applicable to Production Environments. The Program, In a Production Environment, as descdW In the
Service Description Is provided vAth the folloyAng swvke level.
".50% Application Availability
Application Availability SLA*/* z ((MM-TM)*I DO) I (MM)
i?rnrrrfa
"Affected Service"means the monthly fees paid for the hosting of the Program.
'Monthly Minutes (MM)* means total minutes In W14ch service was scheduled to be available.
'OUtagd" means ft accuritialed time during w" 04MOM& Is unable to 6sliblish4n ocove communications connection, Measured from
i6itwes
bow;lkv to 4#Weett busidiner and the Program for reasom other than (a) I za�ed by Custbaidibati; or (b) " ExdWed t4anla�
such shutdovwWrestan so planning can be facilitated by Customer. - - - - - -- - - - -— -.-e — -..- —'Y ". --- �
When application maintenance Is required, current SchedWed Maintenance periods for the applicallons are:
Monday through Friday 4am - Bam
Saturday and Sunday 12am - @am
All times Usted are U.S. Eastern Time.
Kfonos'utilization of the above maintenance Wndav4 shall not trigger SLA Credits to Customer.
'Total Minutes Not Available" (TM) means the total number of minutes during the calendar month that the Program Is unavailable outside of
scheduled maintenance windows.
Limitations: Kronos will apply any credits to the Customer account. Credits wall 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 breach Is he cause of the Outage; or (b) it results from an Excluded Event.
In no event YA# the credits accrued In any calendar month exceed, In (he aggregate across all service levels and events, one hundred (100%) of
the Invoice amount for the AffecW Service.
The Service Level Agreements In this Exhibit, and the related credits ksted, apply on a per Program barJs, For the avddanm of rfoubL Outages,
delays. failures, etc, In one Program may not be added to Outaoft delays, rallures, etc In any a Program for purposes of calculating SLA
"Is„
17
SECTION C1
KRONOS WORKFORCE CENTRAL - SOFTWARE AS A SERVICE (SAAS) TERMS AND CONDITIONS
1. DEFINITIONS
"Applicatlan(5)" or "SaaS Application(s)" means those Kronos software applIcaflon programs set forth on an Order Form which are made -
accessible for Customer to use under the terms of this Section 0.
"Cloud SorAcasl" means those seevices related to Customees, hosting
monitorkV, backup sarviem storage area networit (SAN) services, so
tuning, update Installation and maintenance services related thereto.
described as set forth at httv:/Aovww.krones.cofn/orodur-ta/smb-gnlufinn
"Customer Content" means an content customer, or others acting on behalf of or through Customer, posts or otherwise Inputs Into the Services.
"Documentation" means technical publications published by Kronos relating to ft use of the Services or Applications.
"Equipment" means the Kronos equipment specified on an Order Form.
described In the Services Implementation Guideline set forth at:
saasJimplementadon-guldlines.aspx Implementation Services maybe provided as forth in Secton B
"Initial Term" means the Initial term of the Services as Indicated on the Order Form.
"KnowledgePass Contant"i"KnowledgePass Education Subscription" have the meanings ascribed In Section 7.5.
"Mlnlmwn Contract Value" means the total of all Wnthly Service Fees io be Invoiced during the Initial Term.
"Monthly Service Feels)" means the monthly fees described In an Order Form. Monthly Service Fees Include less for usage o(Applications and
the Services, Cloud Services as applicable, and Equipment rental, If any. Billing of the Monthly Service Foo(s) commences on the Start Date.
"Order Form" moans an order lotm mutually agreed upon by Kronos and Customer setting forth the items ordered by Customer and to be
provided by Kronos. Including vvithout lindtaffan the Applicagons, and the prices and fees to be paid by Custortler,
"Po `pally Identifiable tlata!'means Information concerning Individually IdenUffable employees of Customer that Is protected against disclosure
under applicable law or regulation.
,'Services`" mearts, (1) accessibility to the Commercially available version of ft Applications by moom of access to the password protected
customer area, of a Kmnos welasite, (Ill the Equipment purchased or tented hereunder„ (111) his implementation Services and Cloud's l , and
(Iv) such other servicAs. items and offerings set forth on an Order Form.
"Start Date" means the date billing commences for the Services (exctuding the Implementation Services) as Indicated on the applicable Order
Form. For any Services ordered by Customer after the date of this Section 0 which are Incremental to Customer's then-eAsfing Services, the
Start Date shall be the date ft applicable Order Form Is executed by Krorm and Customer.
*'Statement of Warfel, "SOW'. '*Service,% Scope Statement" and "SSS" are interchangeable terms referring to a written description of the
ImPlaffiflAtallOn SQrv1CsS and Cloud Services as mutually agreed upon by Kmnos and Customer, An SOW supersedes any Implementation
guidelines or desctiptionsan a web page referenced in this Section 0.
"Supplier" means any contractor, subcontractor or licensor of Kronos providing software, equipment andfor services to Kronos which are
Incorporated Into or o1hervvise related to the Program.
"Term" means the Initial Tenn and any monthly renewals thereafter, as further set forth in Section 2.1.
"Training Points" has the meaning ascribed to It In Section 7.6 below.
2. TERM
2.1 The Services stWI Commence on the Start Date, and shall continue for the Initial Term or until terminated In accordance with the provWons
hereof. At the expiration of the Initial Term, the Term shall automatically renew on a month-to-manth basis until terminated In accordance with the
provisions hereof. Customer acknowledges that execution of separate third party agreements may be required in order for Customer to use
certain add-on features or fund welily, includtng without Iimjtation tax filing servrices.
2.2 At any Iftne after the Initial Term. (1) Customer may terminate the Services for convenience upon thirty (30) days prior written notice, and (it)
Kronos may terminsts, the Services for convenience upon ninety (90) days " wrl"en notice.
2.3 Either Party may susper-od or torrWrtate the Services upon a maledid bresch of this Section D by the other it such breach Is not cured
within fifteen (15) days after receipt o(wriften nodco, Notwiftlantflng Vie foregoing, Kronas may suspend or terminate
inate the Services immediately
upon notice In the event of any Custom or breach of Sections 3 (Mght to Use), 4 (Acceptable Use), or 14 (Confidential Information)<
18
MM
pt, or
2.5 If the Services are terminated for any reason:
(a) Customer strap pay Kroras wttftln thirty (30) days of such termination, all fe ed for the Services prior to the date of termination.
provided that if Customer leffninates for material breach of tits Section Dray Kroms, Kronos shall be responsible to rolund to Customer unused
prepaid Implemenlatlon Service lees. If any;
(b) Customer's right to access and use the Services shall be revoked and be of no further force or effect;
(c) No more than fifteen (15) days alter termination or upon Customels written request at any; time during the Tenn, Ktarios, will provide to
Customer, at no charge to Customer. the Customer Content such gnme period, K N 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 timely return all Kronos-provided materials related to the Services to KmnQS at Customer's expense or, altemativety,
destroy such materials and provide Kmnos with an officer's certificaticm of fie destruction thereot, and
(e) all provisions In this Section D, which by their nature are Intended to survive termination, shag so survive.
aI the. Customer l pay Kronor the Monthly Service Fees, the fees for the lmple
or recurring fees for Equipment. Training Points, KnowledgePass Education Subscription and t
t
Order 'Form. If Customer have signed a StWemetlt of Work for the Implementation
will be Provided and Payable in accordance with Section S. Ail fen payable for the SorAces sh"
on the Invoice. Unless otherwise indicated an an nidar vn _ ,r a err qtr itc sh of a,;.
that fees may be'charged to Customer by third parties Ivor add-on features or functionslifty provided by such t td 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 grnigng Kronos
rights or remedies. suspend Sarvices until such amounts are paid In full. 10000S WN provide at least seven (7) days' prior written, notice that
Customer's account Is overdue bWwe suspending Services,
3.3 Deleted Intentionally.
3.4 Customer agrees that except If Customer terminates for material breach of this Sectkm Sect'D by Kronor, If Customer has not paid the Minimum
Contract Value to Kronos at the conclusion of the Initial Term or the earlier termination of the Services, whichever Is earlier, Kronos shall bill, and
Customer shah pay within thirty (30) days of the date of such Invoice, the difference between the total Monthly Service Fees then paid by
Customer and the Minimum Contract Value, less SLA Credits, If any. that have bow eamed previously by Customer but not yet credited.
4. RIGHTS TO USE
4,1 Subject to the terns and conditions of the Agreement. Kronos hereby grants Customer a limited, revocable, non-exclusive, non -transferable,
non -asst tits right to use during the Term and kir Internal business purposes only: a) the App (s) and related services, Including the
Documentation; ) tratnhng materials mid Knowteogafts% Content: and, c) any embedded thirst party software, fibrarlesat other components,
which are Included in the Services, excluding such Third Party software, tit d or of horn is as are licanrad dirp ry Imm m rh `rhino
4.2 Customer acknowtadgeS and agrees that the dgttl to use the Applications is firnited based upon the amount sof ism Monthly Service Feas paid
by Customer. Customer agrees to use only the modules andfor features for the number of employees and users as described on the Order Form.
Customer agrees not to use any other modules features not Increase the number of employees and users unless Customer pays for such
additional modules. features, pt Or users. as the rase may be, Customer may not llcertse, rellcense or sublicense the SwAces, or
Otherwise permit use of the S (Including fir or networking use) by any third party, Customer may not provide service bureau or
other data pros ng s t maks use of the Services wittioul the express prior written consent of Kronos. No license, right, or Interest In
any Kronos trademark, trade name, or service mark, or those of ' licensors or Suppliers, is granted hereunder.
4.3 Customer may authorize Its third party tea consultants to access the SOVIM on am as needed basis, provided Customer., a)
abides by Its obligations to protect Conlidentim Information In ft Agreement b) remains responsible for all party wage and
compliance with the Apr c) does not provide such access to a competitor of Kronos who anavides worklorce management services,
4.4 Customer acknowledges and agrees that, as between Customer and Kronos, Kronos retains ownership of all right, title and Interest to the
4.5 When using and applying the Information generated by the Services, Customer Is respGrisibis for ensuring that Customer compiles Win the
applicable requirements of federal and state law. If the Services Include time WWOrce Payroll Applications at Workforce Absence Management
Applications: (1) Customer Is solely responsible for the content and accuracy of all reports and documents prepared In wWe or In part by using
these Applications. (II) using these Appgcations does not release Customer of any prof clonal obligation oDnceming the preparation and review
of any reports and documents. (ill) Customer does not rely upon Kmr*.% Beat Software, Inc. or these Appilkations fon any advice or quidance
regarding compliance with federal and slate taws of the appropriate tax treatment of items reflected on such reports or documents, and (tv)
Customer wig reviewonit c0cufations made by using these Apple norms and satisfy Itself thal those calculations are correct.
5. ACCEPTABLE USE
5.1 Customer shall take all reasonable steps to ensure that no unauthorized oohs have acres to the Services, and to ensure that no persams
authorized to have such ac ess shall take any action that would be in violadlon of this Section D.
19
5.2 Custamer represents and warrants to Kronas that Customer has the right to publish and disclose the Customer Content in the Services.
Customer represents and warrmts, to Kronor that the Customer Content does not: (a) Infringe or violate any mrd -party right, Including but not
limited to lntet" l procy, or publfdly dghm (b) be abusive, profane, or offensive to a reasonable person, or, (c) be hateful or
threatening,
5.3 Customer will not (a) use, or allow the use of, the Services in contravention of any federal, state, local, foreign or other applicable law, or rules
S. CONNECTIVITY AND ACCESS
Customer acknowledges that Customer shall (a) be responsible for securing, paying for, and maintaining connectivity to the S (Inckiling
any and all related hardware, software, third party services and related equipment and components); and (b) provide Kronos and Kronos'
representatives with such physical or remote amass to Custom0s computer and networlt environment as Krows doom reasonably necessary
In order for nos to Its pbllgat under gain tion D. Customer will make all necessary arrangements as may be u
provide aCceSs to CuStornees computer and tweet* environment It necessary for Ktonas to pefform Its obligatiam under this Section 0
Customer agrees t Kronos may audit t errs use of the ServIoes.
7. IMPLEMENTATION AND SUPPORT
7.1 Implementation Services. Kronos will provide the Implementation Services to Customer. Implementation Services described in an SSS are
provided on a time and materials basis, biped 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 changeo for Customer's review and approval and any additional Implementation Services to be provided by Kronos In accordance
with Section B. Kronos' configuration of the Applications will be based on Information work flows that Kranos, obtains from Customer
the discovery portion off the Implementation. Customer shall provide Kronos withsary configuaaton-mated information in a #me y manner leo
ensure that mutually agreed ImplementaWn uhedules are meta
7.2 Additional Services, Customer may engage Warms to provide other services which may be fixed by activity or provided on a time and
materials basis as indicated on tae applicable Order Form,
7.3 Support, Kronas will provide 24x'7 support for the hos infrastructure, the availability to the hosting environment, and telephone support for
the logging of functional probtoms,and use problems. Customer may tog questions orifthe via. the Ktonos Customer Portal. As part of such
port, Kninas wit make updates to the Services available to Customer at no charge as such tqWates are released generally to KronaV
customers. Customer agrees that Kronos may Install such updates autornalically as part of the Services.
7.4 Support Services for Equipmam, Provided Customer has purchased support wWces for the Equipment, the following terms shall apply
(support servfcas fartented Equipment are Included In the rental fees hoar such Equipment):
(a) Upon the failure of installed Equi enc, Customer shall notty Kroms of such failure and Xtonos, alit pravtdo remote fault Isolation at the FRU
(Field Replacement Unit) or subassembly level and of pt to resolve ftae Problem, Those iallures determined by Kroaas to be Equipment related
shall be dispatched to a Kronos Depot Repair Center, and Customer will be prrrvfded Wth a Return Material Authorization Number ( A) for the
failed 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) Kronce will provide a replacement for me failed Equipment at ft PRt,I or subassembly level on an 'advanced ex ger" basis, utilizing a
otter of twos' ca. Rept Equipment will be shipped the same day, for delivery to Customoes location, as biter described In the
Support Policies. REPLACEMENT FOUIPR4ENT MAY BE NEW OR RECONDITIONED. Customer shall specify the address to which the
Equipment Is to be shipped. All shIpments will include the loorm provided RMA designating the applicable Krunos Depot Repair Center, as'the
(1) Maintain the Equipment In an environment conforming to the Documentation for such Equipment;
conspicuously an the outside of the shipping
7.6 Training Points. "Training Points' which are purchased by Customer may be redeemed fore equivalent value of Instructor -led training sessions
20
offered by Kronos. Training Points may be tel ed orly during the Tom at any time no more than twelve (12) monft after the date of the
applicable Order Form. after which time such Training Polnts shall expire and be of no value. Training Points may rKR be ex raged for other
Kronos products or services,
7.7 Training Courses. When Implementation Services are described in the Services Implemergation Gulderm rather than an SSS, as part of the
Services, for each SaaS application module Included In the Services purchased by Customer, Customer'semploye" shall be engiled to attend, In
the quantity Indicated, the corresponding training Coarses set forth at EsttpJt .kron . fprod sm oluilonsf ford tral-
saas/training-guldlines.aspK
Participation in such tralnJtg Courses is limited to the number of seats indicated for the Courses corresponding 10 the modules forming a part of the
Services ed by Customer.
®. CUSTOMER CONTENT
9. EQUIPMENT
If Customerpurchases of rents Equipment from Kronos, a description of such Equipment (model and quantity), the applicable pricing, and delivery
terms shag be fisted on the Wer Form.
9.1 The foltawkV terms apply only to Equipment Customer rents from
a) Rental Term and Warranty Perw. The term of the Equipment rental and . the "Warranty Period" for such Equipment shag nm
rot irxrusty with the Term of the outer Services provided under this Section 0,
b) loeorwCO, Customer shall Ins the Equipment lot- an amount equal to the replacement value of the Equipment for loss or age by
fires thell all normal extended coverage at all times. No loss, theft or damage after shipment of the Equipment to Customer she# reflove
CustomOf InOm Cs er's Obligations under FIs Section fir»
C) Locabon/Rephicement, Customer shall not mAke any allerationsorremove the Equipment from the place of original Installation out
Kronos' prim written consent. Kronos it have the right to enter Customer's premises to Inspeci the Equipment during normal business
Kronos reserves right; of Its scale discretion and at no additional cost to Customer. to replace any Equipment with nower or alternative
Ischroogy Equipment as long as the replacement Equipment at least provides the same level of furic0onality as that bei nrptaced
d) Ownership. All Equipment chalk remain the property of Kronos. All Equipment is, and at all times II remain, separate Items of
personal property, notwithstanding such Equipments attachment to other equipment or real ploperty, Customer shall riat sell or otherwise
encumber the EquIpment. Customer Shall (offish any as s, written or otherwise, reasonably requested by Kronos to give full effect to the
intent of terms of this paragraph (d),
e) Equipment Support. nos shag provide to Customer the Equipment support services described In Section 7.
0 Return of Equi t, Upon termination of the Services, Customer agrees that Customer shall return ft,Cquipment to linctus within
thirty (30) days at CustornW9 expons. EquIpment Wit be returned to Kronos In the same condition as and when received, reasonable ar anti
tear excelated. If Customer fails to return Equipment within this time p iving an Invoke from Kronos, Customer shall pay Kmnos
the there list price of thro unretuorted EquhtmenL
♦ *....x tsx rx °' t. -x ts. s x :: z +:N atx e'.. +x:. r x•� ,. x.
x.... m +:Y ;.i 4 « a a 96 �' x:" + + %..x �. iy y +`Y '.4; A, ✓ + 1. a Y A..
11. LIMITED WARRANTY; DISCLAIMERS OF WARRANTY
11.1 Knanas represents and nt to Customer that the Applications, under normal operation as specified in the documentation and when
used as authorized heteln, will perform substantially In accordance with such documentation donna the Term,
rmage, aerects<or mairunciums restrifing from misuse, accident, neglect, tampering, (t ding without Urmtaliort modification or
t of any Kronos, 'components on any boards supplied with the Equipment), i physical Or electrical stressor causes other than
Intended use,
(lure of Customer to provide and maintain a suitable installation environment, as specified In the published specifications for such
or
21'
C) malfunctions resulting from the use of badges or supplies rat approved by Kroras
110 DATA SECURITY
12.1 As part of the Services, Kronos shall provide those administrative, physical, and technical safeguards for protection of the security,
confidentiality and Integrity of Customer data as described at: httpJ ktonos,comlprcdu smb�sotution for niral-saaslse arity-
descripHon.aspx
12.2 As between Customer and Kronos, an Personally Identifiable Data is Cust s Confidential Information and YAH remain the property of
Customer. Customer represents that to the best of Customer's kmMetlge such personally Islehiffiable Dots supplied to Kmnos is accurate.
Customer hereby consents to the use, processing or disclosure of Personalty Identifiable Data by Krems and Kronos' 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 Kmnos' duties and
responsibilities under this Section D or as required by law.
13. INDEMNIFICATION
13,11 Kronos shad defencl Customer and Its respective directors. Officers. and employ (coPectivety, the er Ind tubed patties-t,from
and against any and all notices, charges, claims, proceedings. adons, causes of action and sults, brought by a party, (each a wCl
alleging that me permitted uses of the Services Infringes of misappropriate any United States or Canadian copyright or patent and will Indemnify
and hold harsnim the Customer Indemnified Parties against any Rabilitles. obligations, costs or expend (Iricludling without findtation reasonable
attorn ' f ) actually awarded to a third party as a result of such Claim by a court of applicable Jurisdiction or as'a result of Kronos' settlement
of such a Clatrtt, In the event that a final Infunctloo is obtafined against Customer's use of the Services by reason of infringement or
misappropriation of such copyright or palenL or It In Kronoe opinion, the Swvfces are likely to bezorste the subject of a successful Balm of such
Infringement or misappropriation, Krones, at K s" option and expert , will use commercially reasonable efforts to (a) procure for Customer the
right to continue using the Services as provided its this Section D, (b) replace or modify the Services so that the Services become non4nfringing
but remain substantively similar to the affected SarAces, wW If neither (a) or (b) is cornmerdally feasible. to (c) tern0nats the Services and tete
rights granted hereunder after provision of a refund to Customer of tine INonlhty Service Fees paid by Customer for the Infringing elements of the
Services covering the period of their unavailability.
13.2 Kronos shall have no liability to Indemnify or defend Customer to the extent the alleged Infringement Is based ' (a) a modification of the
Services by anyone other than Kronos; (b) use of the Services other than In accordance with Kro ' documentation for such' Service or as
0
seeking such recovery from such Il
13.3 Customer shall be responsible and ilabfe for alt darnages and cost of j<rwas. Its suppliers and their officete, directors and emptoyesm for all
Claims resulting from ; (a) employment-related claims aristyg out of Cust a"s- configuration of the Services: (b) Customer's modification or
combination of the S software or eOpmeot not furnished by Kmnos, p that such Customer modification or
comb lirallon is Me cause of such Inihngement aril was not authorized by , or. (c) a claim chat the Customer Contest Infringes In any manner
any Intofl uaI property right of any third party. or any of the CustomerContent contalns any material or Information thatis obscene, defamatory,
libelous, or slanderous violates any person's tight of publicity, privacy or personality, or has otherwise caused or resulted in any tort. Injury,
damage or harm to any other pe
13.4 The Indemnified Perty(les) shall provide written notice to the Indemnifying 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 autooded Ind " nitvino natvAhah he rptiewod fmm ntwh
claim and ail negotiations for its settlement or o0orpromisa, pmvided ilial such IndermilIfying party shall not enter Into any settlement which
Imposes any obligations or restrictions on the applicable Indemnified Parties without the prior written consent of the other party, The Indemnified
Parties shall cooperate fully, at the indemnlyng party's request and expense,: with the indemnifying party in the defense, settlement or
ormprOmise of any such acllon, The Indemnified party may retain Its ovvn counsel at Its own expense, subject to the rridemnifying parlys rights
above,
14.- LIMITATION OF LIABUTY
14.1 Except as specifically provided In this Section D, Kronos and Its suppliers will not be liable for any damages or Injuries caused by the use of
the services or by any errors, delays, interruptions In transmission, or fallures of the
14.2 Except for Kronos' Indemnification obligations set forth in section 13 above, the total aggregate liability of Kmnos or Kronos' suppliers to
22
customerand/or any fiord party In eonnecoon %Ith this vn 0 sholl be 1WRed to dIrerA damages proven by CUstomer, such direct damaltas not
to exceed an amount nt equal to the testal net payments recelved by Kronos for the services to ' ve (12) month period Immediately precAding
the date in ch such coat aad
M
Service Level Agreement: The Services, Ina production environment and as described In the Statement of work (aka "Services Soaps
Staternero, are provided cath the service levels d[ascribed In this Exhibit A. SLAB are only applicable to production environments. SLAB will be
available upon Customer's signature of Kronos' Go Live Acceptance Foam for Customer's production environment.
99.75°/. Application Avallabllfty
Actual Application Avallabtlly % a (Mothly Minutes (MM) minus Total Minutes Not Available (TM)) multiplied by 100) and divided by mthly
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 Customer's
production envirorwnent hosted by Kronos and end when Kronos has restored avallabillty of the Services. Failure to meet the 99.75°% Application
Availability SLA, other than for reasons due to an Excluded Event, will enfite Customer to a credit as Blows: '
c98.75% to 95.25°Y.
25% to 97.75% 5'Ya
75 to 98.75% 15°,+0
"Outage" means the accumulated time, 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 ads or omissions of Customer, Its employees, customers,
contractors of ago • (b) the failure or malfunction of equipment, applications orsyslems, not owned or controlted by Kronos, Including without
0014060n CLMWM@r Contenl. failures or mal ns resulting from circum provided by Customer. any inconsistencies or changes Pn customer's
source OnVitoment. Including either intentional or accidental connections or disconnections to the environment (c) Force Mal"& e m. (d)'
scheduled or emergency maintenance,alteration or Implementation provided during the MaintenancePeriod defined below. (a) any suspension of
the Servic4as In atcordance with the terms of the Agreement to which- this Exhibit A is attached; (f) the unavailability of required Customer
personnel, Including as a result of failure to provide Kroras with accurate, current contact Information: or (g) using an Application in a manner
Inconsistent with the product documentation for such Application.
"Maintenance Period" means scheduled maintenance periods established by Krems to maintain and
update the Services, when necessary.
During these Maintenance Periods, the Services are available to Kronos to perform periodic maintenance €h Include vital software
updates. Kronos will use Its conmordally, reasonable efforts during the Maintenance Period to make the Services available to Customer:
however, some changes will require downtime. Kronos will provide notice for planned downtime via an email notice to the primary Customer
contact at least one day In advance of any known downtime so planning can be facilitated by Customer.
Currently scheduled Maintenance Periods for the Services are:
Monday th 11 Friday 04:00 am - 06,00 am (U,S. eastern time)
Saturday and Sunday 12, —00 00 am (U.S. eastern time)
Maintenance Periods Include those'maintenance periods mutually agreed upon by Customer and Kronos.
"Monthly Minutes (MM)" means the total Brite, measured In minutes, of a calendar month commencing at 12:®® am of the first day of such
calendar month and ending at 11:59 pm of the last day of such calendar month.
"Total Minutes Not Available r means the total number of minutes during the calendar month that the Services are unavailable as the result
of an Outage.
vice Credits will not be provided it (a) Customer Is In breach or detaul( under the Agreement at the time We Outageoccurred; or
suits from an Excluded Event, If Krams not provide the appropriate Service Credit as due hereunder, Customer must
-e Credit YAM suety () standar days of the conclusion of the month in which the ServiceCredit accrues. Customer waives
ce Credits not requested within this'time period. All PGr(Orma0ce calculations and applicable Service Credits are based on
The Service Level Agreements In this Exhibit, and the related Service Credits, apply on per production environment basis. For the avoidance of
doubt, Outages in one production environment may not be added to Outages In any outer production environment for purposes of calculating
Service Credits.
Customer acknowledges that Krorias manages its network traffic in part ort the basis of Customers utilization of that Services and that changes to
such utilization may Impact K s' ability to manage network traffic. Therefore, noWths anding anything else to the contrary;. if Customer
significantly changes Its utilization of the Services than what Is contracted with Kronos and SUCII change creates a material w,4 adverse Impact an
the traffic balance of the Kronos network, as reasonably determined by Kronos, tae parties agree toCo-operate. In good faith, to resolve the lssue
EM
?R
SECTION E
KRONOS WORKFORCE READY* - SOFTWARE AS A SERVICE (SAAS) TERM AND CON0171ONS
Customer and Kmnos a" Out the terms and condlilons set bM in this Section E shall apply to he Worlosl software application pMrams mid
related swvk*s and materials (Including applicable documentation) and elllulpoemt (If*jo joactfied 00 an Order fooni lbiY"16�
The Sii� dosYed on an Order Form shall be delivered by means of Customer's permitted access to the
password protected customer area of a Kronos website.
1. TERM
cOnVaCMIMTWows Of Kronos'then published rates,
(d) Customer agrees to timety refurn all lir *ne*,p,(*vIded materials related 10 the SWIkeS to Kmnos at Customer's expense or, alternatively. upon
prior mitten approval or Kranos, provide Krooes with an officer's certification of the des1ruction thereof, and
(a) all provisions In the Agreement, which by their nature are first ed to survive termination, shall so survive.
2 FEES AND PAYMENT
Z1 10 consideration of ft delivery of the Service% Customer shall pay Kmnos the Setup Fees. #w Writhly Service Fees and any additional one
Ome• set-up or rewffing tees, all as defined on the Order Form, All fees payable W Ow Servim shall be sent to the w1dress specified on the
Kroms Invoke. Unless otherwise Micated est an Order Form, payrnent terms for a-1 items except The Setup Fees sball be not upon receipt of
Invoke. Except as expressly sal forth In tNs Section E, all amounts paid to Kranos are nowrefurtoaMe.
P1
3. LICENSE TO USE
or unassembled code.
arnourd of the Monthly
and agrees that the 11came
W`I2WWWW, vUblwgflw dlirvub Flu& ku u#B' any uSner rnuuures W TealUreS UWaSS customer has licensed such additional modules or features. Customer
may not rel a of Sublicense SarVl or otherwise permit use of the S (including timesharing of networking use) by any third party.
Customer may not provide service bKreau or other data processing services t make me of the without the aWares, prior mitten
consento(Kronos, No license,right; or interest In any nos ern , trade name, or ice mark, se ofs° l or third party
Suppliers I;¢Suppitets"), is granted hereunder.
3.2 Customer may authorize Its third party contractors and consultants to access the Services on art as needed basis, Provided Customer. a)
abides, by Its obligations to protect Confidential Information, b) remains responsible for as such third patty usage and compManto with this Section
E of this Attachment and c) d not provide such access to a competitor of Kronos who provides workforce management Services.
• R. W e iia: - Y RM Mdr. :W m... :w ## c.. r W W r #.
w i
1 F s- %'i r: t o W i • _ t s i' r : .M W.: W V#..
# ! � 3 Wp- f -# i # ,:. .. W WW W WI: ` W: y • i....#LL ! e ■: Y .x a WW W.a-.. F':
15 Kmnos reserves the right to change or disconflnue Ow Services. In vftlo or in part including but riot finvIled to, the Internet based services,
lechnicalsuppodoptlons. and rather rested poildes. CuStomees continued use of the Services after Kronos posts or otherwise notifies
Customer of any changes Indicates Customers agreement to those res.
4. ACCEPTA13LE USE
4.1 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 shall take any action that would be In violation of thisSection E.
4.2 Customer represents and warrants to Kronos that Customer has the right to publish and disclose Customer's data and other content
( outer t r) In connection vdth the S . Customer represents and warrants to Krems thal the Customer Conft will not (a)
Infringe or violate arty fiord -party d hlW Including (but not limited to intei , pri or publicity rights; (b) be abusive. prefsne, or
offensive to a e person: or. (c) be hateful or threarentng,
6.2 Customer "I be fully responsible, for all access requirements imposed by law, rule, regulation or contract In order for Kronos to deliver s
Services purSuant to the terms of this Section E of this Agreement, Customer shall provide 30 caftr4ar days advance written rioues to Krol
of any changer modification, or reconfiquiration of components or elements of the er's _computer and network enviroment which may,
any manner, affect Customers access to the Services.
6. SUPPORT
a) implementation. Wonos wki configure the Services uVO21ttg scheduled remote resources. Software module configu mtien witi be base
on infon-nation and work flows obtained f Customer during (he d[swvery portion of the implementation, Customer sW provide
itronas with necessary contlguta elated Information in a timely manner to enswe that mutually agreed kniplemerttattarr schedules
are met. Kronos and Customers Implementation responsibilities are described more specifically In the Services Implementation
Guldelmeset forth
at: "Jr r Itm t In the event of Inconsistencies between the
SeNteas, Implementation Guideline and this Agreement the Agreement shall pr it
rel
b) Depot Exchange Services for Equipment As needed, Kroncs will send a replacement for Equipment rented (In accordance with
Section 8 ) on an advaince exchange basis by rd -buss -day delivery,", when d. When Customer replacement
Equipment, , Customer shall ratum the defeclilvo, unit to Kronos for repair. Equipment support also Includes Customer access to
Equipment service pI via the Kronos Customer Portal.
c) Standard Su rt Kranos will provide tol000ne support 8:00 arts, to &00 p,rn., local time, Monday Friday. Customers also shad be
pnrMed the capability to log questions onkm via the Kroros Customer portal,
d) Educagonal fMet $ and Content. Customer will h in rmntn irnHevxsW tn$tncisW*a —4 —.I -m 46-
ME,
T. CUSTOMER CONTENT
permission to combine Customer's business data with that of other Customers In a mirmefthot ldenafy the Custom" or Irndlvld' t In
order to evaluate and improve the services Kronos offers to customers. In addition. Krows rosy„ but shad have no obligation to, monitor
Customer content from time to time to ensure compliance with this Section E and applicable law.
B. EQUIPMENT RENTAL
If Customer purchases Of rents time docim or other equipment from Kronos, a description of such Equipment (model and quandly) and ft
applicable pricing shall be listed on the Girder F (' "Equi enr). Delivery terms for the Equipment are FOS shipping point, prepay and add.
t".ca.�trgnar:a3tt $ra.�� nH rie:� rwrin��,,,• �4i".�i5a k� se,� c.�e.e,.�..:.;�«* J� r.� i...�.�u ._ n,...�._..._a:
8.1 The following additional terms apply only If Customer rents Equipment From Irons:
., i PugBILLIF1 ,.
-
MIR
newer or alternative rtof Equi t as long as the replacement Equipment at least provides the same level of furiciranallty as
that being replacad,
d) OwneMip. All Equipment sba remain the property of KMWC ASI Equipment is, and at all timesshalt remain. separate Items of
Pemonal property, noWthstanding their aftechment to a r equipment or real prop". Customer shall not sell or otherwise encumber
the Equipment, Customer shall Ish 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 Kroms shall provide to Customer the Equipment support services described In Section 6 above. The cosi of such
support service shelf be Inctuded In the Winthly Services p
Return Of Equipment, Upon termination of the Agreement or the applicable Order Form, Customer agrees that Customer shaA disconnect, crate
and return the Equipment to Kronos. thirty (30) days at Cur' mer's expense. Equipment wilt be returned to Kronos to Ow same condition, as
the some condition as and when recelited, reasonable wear and teat excepted. If Custom
Kronos shall Invoice Customer for the then list price of the Equipment.
8.2 The following additional terms apply only if Customer purchases Equipment fran Kn nos:
a)
b)
falls to return Equipment within this time period,
10. LIMITED WARRANTY; DISCLAIMERS OF WARRANTY
10.1 Kronosrepreunts and warrants that that Services, under normaloperation as specified in the Documentation and when used as authorized
herein, will Worm substantwlty In accordance with ft Documentation during Term.
18.2 Kronos` obligation and CustI, s remedy for any breath of the above warranty Is Iters to os" reasonable commercial efforts to
correct the forming Services at no additional charge to Customer, In the event that Kroms Is unable to correct defidences, In the
28
Services, after rising Its commercially reasonable efforts to do so, Customer shafl be entitled to terminate the then remaining terra of the Order
Form for cause in accordance with Section 1 above as Customaes remedy. K ' pbligailons hereunder for breath of warranty are conditionect
upon Customer notifying Krionos of the material breach In writing, and PMv1d104 Krems with suftent evidence of such nort-conformity to enable
Kmnos to reproduce and/or v the same.
10.3 Kronos warrants that all equipment shall be free from
IM
M
on any boards supplied with the
7 materials and workmanship during the warranty period as described In
exclusive remedy shall be Kronos' repair or replacement of the deficient
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 suppttes not approved by Kmnos
11.0 DATA SECURITY
11.4 Upon the cessation of the Services. Customer shall be afforded the opportunity to retrieve all Personally Identifiable Data in accordance
with Section 1.5 above.
12, RESPONSABILITY OF CUSTOMER -
12,1 If ratified In writing of any action {..and ay prior related cfelrns} brought against Customer based on a cWm that the Services Infringe or
misapinnaprlate any United States or Canadian copyright,of paterA, Kronos will Indemnify and had Customer harmless and defend such action at
its We cost and enWsO and pay all costs Wodlog reasonable attorney fees and damages resulting from such cialm. Kronos will have sole
123 Customer shall be responsible for a0 coat and expense and pay all costs, Including reasonable attorney's lees and damages of Kronos or its
29
M
caused or resulted 6n any fort Injury, damage or harts to any other person. C er will have sole control of the defense o/ any such action and
all negolladons for Its settlement or compromise. Krows will cooperate fully at Customer's expense with Customer In the defense, settlement or
compromise of any such actlon.
13. LIMITATION OF LIABILWY
13.1 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,
■ r•
13.3 IN NOEVENT SHALL KRONOS OR • r OR AGENTS BE LIABLETO
CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR FOR
ANY LOST OR IMPUTED PROFITS ■ r r• OR • • •-• r - RESULTING
FROM DELAYS.■ ■ • OR - rN, HOWEVER CAUSED, ARISING FROMOR RELATED
• i. ..THIS AGREEMENT, REGARDLESS • THEORY ■LIABILITY 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
OR •
0
By and Between
HARFO D COUNTY PUBLIC SCHOOLS, MARYLAND
AND
<f#»#»INCORPO±±«*
Twi0 i &Tv *S:rwva
TO
2#«»*+ 14-JLR-003
conditions. The Exhibit A "Kronos terms and conditions" attached to this include the updated terms and
conditions, very In Section # and < of the Exhibit A
This Amendment adds the Voxeo Cloud service. Voxeo is a telephony add-on to the Telestaff product that
enables an Inboard and outbound calling service through the Workforce Telestaff Product. General Terms for
the Voxeo Cloud service can be found below in Section F of Exhibit A and the updated pricing Is included In
Exhibit B of this Amendment.
This Amendment adds Promotional Pricing offering discounted pricing SaaS Conversion offering but also
Includes the selection of annual price Increases as set for In the Exhibit A and 6.
V "T M-1, 1111111111111111111111111111 111111 111111 1111111 111 111111i'll 111111 ;11 IFNI 11111 - 6 # ME=
w.
. % % »wy
/ ^ &^ro Purchasing
~
.^.onos Incorporate
Y \ m..
Date,^<..911A, ..
I«r 9/8/2015
r
KRONOS TERMS AND CONDITIONS FOR PARTICIPATING PUBLIC AGENCIES ADMINISTERED BY US COMMUNITIES
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 CONDITIONS. This Section apply for all transactions.
SECTION B: TERMS AND CONDITIONS FOR -SOFT ARE LICE SES SOFT AREA E UIP T SUPPORT
SERVICES SND EDIATINAL A D P FESSIO AL 'TICS:This Section apply for all transactions
except Workforce Ready and the Workforce Central SaaS offering ( not including the professional and
educational services governed by this Section). - -
SECTION C: CLOUD. -HOSTING SUPPLEMENTAL TERMS AND CONDITIONS. This Section applies only for
transactions that involve Kronos hosting for Software licensed under Section B and identified as CLOUD 2.
SECTION C-1:' APPLICATION OSTI G TERMS_A CONDITIONS. This Section applies only for transactions that
involve Kronos hosting for Software licensed under Section B and identified as CLOUD,
SECTION D: KRONOS WORKFORCE -CENTRAL -S S TERMS ANDCONDITIONS. This Section applies only for
Workforce Central transactions in a SaaS environment (except for the related professional and educational
services see Section B)
SECTION E:' KRONOS WORKFORCE READY SAAS TERMS AND CONDITIONS. This Section applies only for
Workforce Ready transactions.
SECTION F KRONOS ADDENDUM VOXEO PROPHECY SERVICES. This Section applies to the Voxeo Prophecy
services.
i
These terns and conditions apply to each order accepted by Kronos Incorporated ("Kronos") from an eligible Participating Public Agency
("Customer) for all Kronos Equipment, Software, Professional and Educational Services, Support and such other Kronos offerings, as
specified on an order forth (an "Order').
In addition to the terms set forth in this Section A: General Terms and Condition, the following sections apply for the specific offering
referenced:
(i) Section B -shall apply to the Software licenses and purchased Equipment, support services, and professional and educational
services,
(ii) Section C shall apply to the Hosting Services purchased in connection with certain Software licensed under Section B,
(iii) Section D shall apply to the Workforce Central Saas Orders;
(iv)- Section E shall apply to the Workforce Ready Saas Order; and
(v) Section F shall apply to Voxeo Prophecy ordered to Kronos.
All orders are subject to the approval of Kronos' corporate 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.
APPLICABLE LAWS
This Agreement shall be governed by the state law in which Customer is based, provided however, if such jurisdiction has adopted the
Uniform Computer Information Transactions Act (UCITA), or such other similar law, the parties expressly agree to 'opt -out" of and not 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.
3. EXPORT
Customer acknowledges that the Equipment and Software maybe restricted by the United States Government or by the country in which the
Equipment or Software is installed from export to certain countries and certain organizations and individuals, and agrees to comply with such
laws. Customer agrees to comply with all applicable laws of all of the countries in which the Equipment and Software may be used by
Customer. Customer's obligations hereunder shall survive the termination or expiration of the Order Form. Customer must obtain Kronos
prior written consent before exporting the Software.
4. CONFIDENTIAL INFORMATION
"Confidential Information" is defined as information that is: i) disclosed between the parties after the date of this Agreement that is considered
confidential or proprietary to the disclosing party; and ii) identified as "confidential" at the time of disclosure, or would be reasonably obvious to the
receiving party to constitute confidential 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 Specifications
shall be deemed to be Kronos' Confidential Information and trade secret. Each party shall protect the Confidential Information of the other
party with at least the same degree of care and confidentiality, but not less than a reasonable standard of care, which such party utilizes for its
own information of similar character that it does not wish disclosed to the public. Neither party shall disclose to third parties (except the parent
company or the wholly owned subsidiaries of the receiving party who have a need to know) the other party's Confidential Information, 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 Confidential Information 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 non -disclosure agreement at least
as stringent as this section 4, or (c) by law (including the applicable public record laws), or by a court or governmental agency, or if 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 shall have the right to seek injunctive relief from a court of
competent jurisdiction. The obligation of confidentiality shall survive for three (3) years after the disclosure of such Confidential Information.
This Agreement imposes no obligation upon either party with respect to the other party's Confidential Information which the receiving party can
establish by legally sufficient evidence: (a) was rightfully possessed by the receiving party without an obligation to maintain its confidentiality prior
to receipt from the disclosing party, (b) is generally known to the public without violation of this Agreement; (c) is obtained by the receiving party in
good faith from a third party having the right to disclose it without an obligation with respect to confidentiality; (d) is independently developed
by the receiving party without use of the disclosing party's confidential information, which can be shown by tangible evidence.
5. TAXES
If Customer presents to Kronos a validly issued tax-exempt certificate, or other sufficient evidence of tax exemption, Customer shall 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 other charges hereunder, including federal, state and local
sales and excise taxes, and any taxes or amount in lieu thereof paid or payable by Kronos, exclusive of taxes based on Kronos net income or
business privilege,:
6. TRAVEL EXPENSES
Customer agrees to reimburse Kronos for all pre -approved, reasonable and necessary travel incurred by Kronos in the performance of its
obligations under this Agreement, provided that such travel complies with the then current Kronos Travel and Expense Policies (such policies are
available upon request) or such other policies mutually agreed between the parties in the statement of work. Customer further agrees to pay any
travel expenses such as airfare, lodging, meals and local transportation, incurred by Kronos in the performance of its obligations under this
Agreement provided such expenses comply with the applicable policies,- Customer will be billed by Kronos for, such travel expenses and
payment thereof shall be due net 30,
7. GENERAL
(a) The invalidity or illegality of any provision of this Agreement shall not affect the validity of any other provision. The parties intend for the
remaining unaffected provisions to remain in full force and effect.
(b) Customer shall not assign this Agreement or the license to the Software without the prior written consent of Kronos and any purported
assignment, without such consent, shall be void.
(c) Neither Party shall be responsible for any 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
party's reasonable control, including but not limited to, acts of war; acts of nature; earthquake; flood; embargo; riot; sabotage; labor shortage
or dispute; changes in government codes, ordinances, laws, rules, regulations or restrictions; failure of the Internet; terrorist acts; failure of
data, products or services controlled by any third party, including the providers of communications or network services; utility power failure;
material shortages or unavailability or other delay in delivery not resulting from the responsible party's failure to timely place orders therefor, or
lack of or delay in transportation (each a "Force Majeure Event").
(d) All notices given under this Agreement shall be in writing and sent postage pre -paid, if to Kronos, to the Kronos address on the Order
Form, or if to Customer, to the billing address on the Order Form.
(e) The section headings herein are provided for convenience only and have no substantive effect on the construction of this Agreement.
(f) The parties agree that the Order signed by both parties and expressly reference this Agreement, which is delivered via fax or electronically
delivered via email it shall constitute a valid and enforceable agreement.
(g) This Agreement and any information expressly incorporated herein (including information contained in any referenced URL), together with
the applicable Order Form, constitute the entire agreement between the parties for the products and services described herein and supersede
all prior or contemporaneous representations, negotiations, or other communications between the parties relating to the subject matter of this
Agreement. This Agreement may be amended only in writing signed by authorized representatives of both parties. Customer understands and
acknowledges that while Kronos may disclose to customers certain confidential information regarding general product development direction,
potential future products and/or product enhancements under consideration, Customer is not entitled to any products or product enhancements
other than those contained on the Order Form. Customer has not relied on the availability 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 restrictions as set forth in subparagraph (c) (1) (ii) of the Rights in
Technical Data and Computer Software clause at DFARS 252.227-7013, or subparagraph (c)(11)(2) of the Commercial Computer Software
Restricted Rights clause at FAR 52.227-19, as applicable. Manufacturer/distributor is Kronos Incorporated, 297 Billerica Road, Chelmsford, MA.
(i) The JBoss@ Enterprise Middleware components embedded in the Software are subject to the End User License Agreement found at
0) Customer may pay an invoice by credit card if the amount is not greater than $50,000.00,
(k) Kronos agrees to comply with any applicable federal, state and local laws and regulations.
(1) Additionally, Kronos agrees to be liable for tangible property damage or personal injury to the extent caused by the negligence or willful
misconduct of its employees.
SECTION
i i f i
AND EDUCATIONAL i PROFESSIONAL
This Section B applies to Softwarelicensed, Equipment purchased, support services for Software and Equipment, and educational and
professional services, when such items are identified on the Order which expressly references this Agreement.
1. PAYMENT AND DELIVERY
Unless otherwise set forth in this Agreement, payment terms are indicated on the Order Form or other contemporaneous ordering document
containing product -specific payment terms signed by the parties. Delivery terms are as stated on the Order Form ("Delivery'). Kronos will
invoice Customer for products upon Delivery,. Unless otherwise set forth on the Order Form, Professional and Educational Services are
provided on a time and materials basis, invoiced monthly as rendered.
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 proprietary 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 entitles Customer to use the Software as set forth below. Kronos grants to Customer a non-exclusive,
nontransferable, perpetual (except as provided herein) license to use the Software. This license may be terminated by Kronos by written
notice to Customer upon any material breach of this Agreement by Customer which remains uncured for a period of thirty (30) days after such
written notice from Kronos. Upon such termination of this license by Kronos, Customer will have no further right to use the Software and will return
the Software media to Kronos and destroy all copies of the Software (and related documentation) in Customer's possession or control. This
license is subject to all of the terms of this Section B.
3. FEE BASED LIMITATIONS
Customer recognizes and agrees that the license to use the Software is limited, based upon the amount of the license fee paid by Customer..
Limitations, 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 lines or terminals to which the
Software is permitted to be connected. Customer agrees to: i) use the Software only for the number of employees, simultaneous or active
users, computer model, partition and serial number, and/or terminals permitted by the applicable license fee; ii) 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 number of employees, simultaneous or active users, partitions, terminals, products modules, features, or to
upgrade the model, as applicable, unless and until Customer pays the applicable fee for such increase/upgrade. Customer may not relicense
or sublicense the Software to, or otherwise permit use of the Software (including timesharing or networking use) by any third party. Customer
may not provide service bureau or other data processing services 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 "Programs") in object code form only, and shall not reverse compile,
disassemble or otherwise convert the Programs into uncompiled 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 models therein) except solely as part of and in connection with the Software and as described in the published documentation for
such Software.
5. PERMITTED 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 Teletime Software and the Kronos iSeries (which must be licensed separately). All
copies of the Programs or any part thereof, whether in printed or machine readable form and whether on storage media or otherwise, are
subject to all the terms of this 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.
6. UPDATES
In the event that Kronos supplies Service Packs; Point Releases and Major Releases (including legislative updates if 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.,
7. ACCEPTANCE
For Customer's initial purchase of each Equipment and Software product Kronos shall provide an acceptance test period (the "Test Period")
that commences upon Installation: Installation shall 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. During the Test Period, Customer shall determine whether the
Equipment and Software meet the Kronos published electronic documentation, ("Specifications").
The Test Period shall be for 30 days., If Customer has not given Kronos a written deficiency statement specifying how the Equipment or
Software fails to meet the Specifications ("Deficiency Statement') within the Test Period, the Equipment and Software shall be deemed accepted.
If Customer provides a Deficiency Statement within the Test Period, Kronos shall have 30 days to correct the deficiency, and Customer shall
have an additional 30 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 Kronos may terminate this Agreement. Upon any such termination, Customer shall return all
Equipment and Software (and related documentation) to Kronos, and Kronos shall 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 were the subject of the
Acceptance Test;
8. LIMITED WARRANTY
5
Kronos warrants that all Kronos Equipment and Software media shall be free from defects in materials and workmanship, for a period of ninety
(90) days from Delivery. In the event of a breach of this warranty, Customer's remedy shall be Kronos' repair or replacement of the deficient
Equipment and/or Software media, at Kronos' option, provided that Customer's use, installation and maintenance thereof have conformed to
the Specifications. This warranty is extended to Customer only and shall not apply to any Equipment (or parts thereof) or Software media in
the event of:
(a) damage, defects or malfunctions resulting from misuse, accident, neglect, tampering, (including modification or replacement 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 Specifications; or
(c) malfunctions resulting from the use of badges or supplies not approved by Kronos.
When using and applying the information generated by Kronos products, Customer is responsible for ensuring that Customer complies with
requirements of federal and state law where applicable. If Customer is licensing Workforce Payroll Software or Workforce Absence
Management Software: (i) Customer is solely responsible for the content and accuracy of all reports and documents prepared in whole or in
part by using such Software, (ii) using such Software does not release Customer of any professional obligation concerning the preparation and
review of such reports and documents, (iii) Customer does not rely upon Kronos, Best Software, Inc. or such Software for any advice or
guidance regarding compliance 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 calculations are
correct.
9.`PROFFESSIONALAND EDUCATIONAL SERVICES
(a) ENGAGEMENTS
Unless otherwise indicated on the Order, Professional and Educational Services ("Professional Services") shall be provided on a time 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 work ("SOW),
the limit shall be deemed an estimate for Customer's budgeting and Kronos' resource scheduling purposes, After the dollar limit is expended,
Kronos will continue to provide Professional 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
Kronos warrants that all professional and educational services performed under this Agreement shall be performed in a professional and
competent manner. In the event that Kronos breaches this warranty, and Customer so notifies Kronos within 30 days of receipt of invoice for
the applicable services, the Customer's remedy and Kronos' liability shall be to re -perform the services which were deficient in a manner so as
to conform to the foregoing warranty, at no additional cost to Customer.
(c) KRONOS PROFESSIONAL/EDUCATIONAL SERVICES POLICIES
Kronos' then -current Professional/Educational Services Policies shall apply to all Professional and/or Educational Services purchased under
the applicable SOW and may be accessed at: ,htt 1 kronos.00m/Su pprrtProfesianalSrvicesEr� a esrlr ntPrsliclds,tstm ("Professional
Services Policies"). In the event of a conflict between the Professional Services Policies and this Agreement, the terms of this Agreement shall
prevail.
10. SOFTWARE SUPPORT SERVICES
The following terms and conditions shall govern the Software support services provided by Kronos to Customer
10.1 SUPPORT OPTIONS
Customer may select 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 and/or service offerings, as specified herein ("Service Offerings") and in
the Kronos Support Service Policies (defined below). Customer must purchase the same Service Type for all of the Software specified on the
Order Form, (however, if Customer is purchasing support services for Visionware Software, Customer may only purchase Gold Service Type
for the Visionware Software). All Updates shall be provided via remote access.
10.2 TERM OF SOFTWARE SUPPORT
Unless otherwise indicated on the Order Form, support service shall commence on the Software Delivery date and shall continue for an initial
term of one (1) year. Support service may be renewed for additional one (1) year terms on the anniversary date of its commencement date by
mutual written 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 term. 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, will 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 reasonably determined by Kronos. If Customer requests Kronos
to install such Updates or to provide retraining, Customer agrees to pay Kronos for such installation or retraining at Kronos' pricing set forth in
this Agreement.
(ii) 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 8:00 a.m. to 8:00 p.m., local time, Monday through Friday,
excluding Kronos holidays.
(iii) Web -based support including access to Software documentation, FAQs, access to Kronos knowledge base, Customer forums, and a -case
management. Such offerings are subject to modification by Kronos, Current offerings can be found at trk :1d kronea .co serve sis ort,:
seryices.asox .
(iv) Web -based remote diagnostic technical assistance which may be utilized by Kronos to resolve Software functional problems and user
problems during the Service Coverage Period.
(v) Access to specialized content as and when made available by Kronos such as technical advisories, learning quick tips, brown bag
seminars, technical insider tips, SHRM e -Learning, HR Payroll Answerforce and service case studies.
10.4 PLATINUM AND PLUS SERVICE OFFERINGS:
Platinum: In addition to the Service Offerings specified for the Gold Service Offering above; the Service Coverage Period for the Platinum
Service Offering is 24 hours a day, seven days a week, 365 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, Kronos 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 sole contacts with the TAM, while Customers purchasing the Platinum -Plus option shall designate up to two
primary and three secondary backup Technical Contacts. Upon request, Customer may designate additional and/or 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 shall also receive a one day per year visit to be performed at the Customer location where the
Software is installed. During this onsite visit, Kronos shall work with Customer to identify ways to help Customer increase functionality or
maximize utilization of the Software in Customer's specific environment. Customer must be utilizing the then -current version of the Software.
10.5 PAYMENT
Customer shall pay annual support charges for the initial term in accordance with the payment terms on the Order Form and for any renewal term
upon receipt of invoice,. Customer shall pay additional support charges, 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 shall
be added to the 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 (i) to provide Kronos personnel with full, free and safe access to Software for purposes of support, including use of Kronos'
standard remote access technology, if required; (ii) to maintain and operate the Software in an environment and according to procedures
which conform to the Specifications; and (iii) not to allow support of the Software by anyone other than Kronos without prior written
authorization from Kronos. Failure to utilize Kronos' remote access technology may delay Kronos' response and/or resolution to Customer's
reported Software problem. If Customer requires the use of a specific remote access technology not specified by Kronos, then Customer must
purchase the Plus option to receive support and provide Kronos personnel with full, free and safe access to the remote access hardware
and/or software.
10.8 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, Kronos shall refund to Customer on a pro -rata basis those pre -paid annual support fees associated with the unused portion of the
support term. Kronos reserves the right to terminate or suspend support service in the event the Customer is in default under this Agreement with
Kronos and such default is not corrected within fifteen (15) days after written notice. In addition, the support services will terminate and all charges
due hereunder will become immediately due and payable in the event that Customer ceases to do business as a going concern or has its
assets assigned by law.
10.9 WARRANTY
Kronos warrants that all support services shall be performed in aprofessional and competent manner,.
11. EQUIPMENT SUPPORT SERVICES
The following terms and conditions shall govern the equipment support services provided by Kronos to Customer.
Kronos and Customer hereby agree that Kronos shall provide depot equipment repair support services ("Depot Support Services") for
Customer's Kronos Equipment ("Product(s)") specified on an Order Form to and from locations within the United States and Puerto Rico
pursuant to the following terms and conditions:
11.1 TERM
Equipment Support Services for the Product(s) have a term of one (1) year commencing upon the expiration of the applicable warranty period,
as specified in this Section B, Equipment Support Services can be extended for additional one year terms on the anniversary of its
commencement date ("Renewal Date") by mutual written 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 term, For the initial two (2) renewal
years the annual support fee, 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 under the Agreement.
11.2 PAYMENT
7
Customer agrees to pay the Support Charges for the initial term as set forth on Order Form for each Product listed. Customer agrees that
all Products of the same type that are owned by the Customer, including without limitation Customer's "Spare Products" (as defined below),
will be subject to this Agreement. Customer agrees that if Customer purchases, during the term of this Agreement, any Products of the same
type as those specified on an Order Form, such additional Products shall be subject to this Agreement. Customer agrees to pay a prorated fee
for such additional Products and agrees to pay the full annual fee for such additional Products, upon the renewal date.
Kronos will invoice Customer for the annual Support Charges each year in advance of the Renewal Date. Customer will pay Kronos within
thirty (30) days of receipt of invoice.
11.3 DEPOT SUPPORT SERVICE DESCRIPTION
Upon the failure of installed Equipment, Customer shall notify Kronos of such failure and Kronos will 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 Kronos Depot Repair Center, and Customer will be provided with a Return Material Authorization Number
(RMA) for the failed 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. Hours of operation, locations and other information related to Kronos' Depot
Repair Centers are available upon request and can be found athftps://customer,kronos.com/contact/contact-phone.aspx and are subject to
change. Return and repair procedures for failed Equipment shall be provided based on the Depot option - Depot Exchange or Depot Repair -
selected by Customer on the applicable Order Form and as specified herein and in Kronos' then -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.
(i) Depot Exchange: Kronos will provide a replacement for the failed Equipment at the FRU or subassembly level on an "advanced exchange
basis, utilizing a carrier of Kronos' choice. Replacement Equipment will be shipped the same day, for delivery to Customer's location as further
described inthe 'Support Policies. REPLACEMENT EQUIPMENT MAY BE NEW OR RECONDITIONED. Customer shall specify the "address"
to which the Equipment is to be shipped. All shipments will include the Kronos provided RMA designating the applicable Kronos Depot Repair
Center, as the recipient. Customer, upon receipt 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 Equipment directly to Kronos.
(ii) Depot Repair. Upon failure of installed Equipment, Customer shall install a Spare Product to replace the failed Equipment. Customer shall
then return the failed Equipment, with the required RMA, to the applicable Kronos Depot Repair Center. 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 failed Equipment and ship it, within ten (10) business days after receipt, to Customer. Kronos shall ship the repaired
Equipment 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 and sole liability of Kronos shall be replacement of the repaired 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:
(i) Service packs for the Equipment (which may contain system software updates, firmware updates, security updates; and feature
enhancements) available for download at Kronos' customer portal; and
(ii) Access to the Kronos Support Services Center for the logging of requests for assistance downloading service packs for the
Equipment.
Service packs for the Equipment are not installed by the Kronos Depot Repair Center but are available for download at Kronos' customer
portal, provided Customer is maintaining the Equipment under an annual Equipment Support Services plan with Kronos.
Kronos warrants that all service packs and firmware updates provided under this Agreement shall materially perform in accordance with the
Kronos published specifications for a period of ninety (90) days after download by Customer. In the event of a breach of this warranty,
Customer's exclusive remedy shall be Kronos' repair or replacement of the deficient service pack(s) or firmware update(s), at Kronos' option,
provided that Customer's use, installation and maintenance thereof have conformed to the specifications.
11.5 RESPONSIBILITIES OF CUSTOMER
Customer agrees that it shall return failed Products promptly as the failures occur and that it shall not hold failed Products and send failed
Product to Kronos in "batches" which shall result in a longer turnaround time and surcharge to Customer, In addition, Customer agrees to
(a) Maintain the Products in an environment conforming to Kronos' published specifications for such Products;
(b) De -install all failed Products and install all replacement Products in accordance with Kronos' published installation guidelines;
(c) Ensure that the Product(s) are returned to Kronos properly packaged; and
(d) Obtain an RMA before returning any Product to Kronos and place the RMA clearly and conspicuously on the outside of the shipping
package. Customer may only return the specific Product authorized by Kronos when issuing the RMA.
11.6 SUPPORT EXCLUSIONS
Depot Support Service does not include the replacement of "consumables". In addition, Depot Support Service does not include the `repair of
damages, and Customer will not attempt to return damaged Product, resulting from:
(a) Any cause external to the Products including, but not limited to, electrical work, fire, flood, water, wind, lightning, transportation, or act
of God;
(b) Customer's failure to continually provide a suitable installation environment (as indicated in Kronos' published installation guidelines)
including, but not limited to, adequate electrical power;
(c) Customer's improper use, relocation, packaging, refinishing, management or supervision of the Product(s) or other failure to use Products
in accordance with Kronos' 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
(f) Customer's repair, attempted repair or modification of the Products.
8
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 available to
resolve a Product issue is not installed by the Kronos Depot Repair Center but is available for download at Kronos' customer web site
provided Customer is maintaining the Product under an annual Depot Support Services plan with Kronos.
11.7 WARRANTY
(a) Depot Repair and Exchange warranty: Kronos warrants that all repairs performed under this Section B shall be performed in a professional
and competent manner.
(b) Services Pack support Warranty: Kronos warrants that all service packs and firmware updates provided under this Section B shall materially
perform in accordance with the Kronos published specifications for a period of ninety (90) days after download by Customer. In the event of a
breach of this warranty, Customer's remedy shall be Kronos' repair or replacement of the deficient service pack(s) or firmware update(s), at
Kronos' option, provided that Customer's use, installation and maintenance thereof have conformed to the specifications.
11.8 LIMITATION OF REMEDIES
To the extent permitted by law, the remedy of Customer and liability of Kronos shall be replacement of the repaired Product.
12. KRONOS SUPPORT SERVICE POLICIES
Kronos' then -current Support Services Policies shall apply to all Support Services purchased and may be accessed at:
htt '/P Aron s com/Su ort/Su--ortServi P licies.htm ("Support Policies'). In the event of a conflict between the Support Policies and this
Agreement, the terms of this Agreement shall prevails
13. FIRMWARE
Customer may not download firmware updates for the Kronos 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, Kronos shall have the right to verify
Customer's Kronos Equipment to determine if Customer has downloaded any firmware to which Customer is not entitled.
14. TRAINING POINTS
Training Points which are purchased by Customer may be redeemed for an equivalent value of instructor -led training sessions offered by
Kronos. Available instructor -led sessions are listed at ttt;t/trnr.Kronos em and each session has the Training Points value indicated:
Training Points are invoiced when used by the Customer. Points may be redeemed at any time within 12 months of the date of the applicable
Order Form, at which time they shall expire. Training Points may not be exchanged for other Kronos products and/or services.
15. KNOWLEDGEPASS EDUCATION SUBSCRIPTION:
The parties hereby agree that the following terms shall apply to Customer's 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 licensing Kronos' Workforce Central and iSeries
Timekeeper Software products and who are maintaining such products under a support plan with Kronos. The KnovAedgePass Education
Subscription provides access via the internet to certain educational offerings provided by Kronos (the "KnowledgePass Content"), including:
Product and upgrade information for project teams and end users
Hands-on interactive instruction on common tasks
Self -paced tutorials covering a range of topics
Job aids
Knowledge assessment and reporting tools to measure progress
Webinars
Term of Subscription: The annual KnovdedgePass Education Subscription shall run co4erminously with Customers Software Support, and shall
renew for additional one (1) year terms provided Customer renews its KnowledgePass Education Subscription as provided below.
Payment: Customer shall pay the annual subscription charge for the initial term of the KnowledgePass Education Subscription in accordance
with the payment terms on the Order Form. Kronos will send Customer a renewal invoice for renewal of the KnowledgePass Education
Subscription at least forty five (45) days prior to expiration of the then current term. KnowledgePass Education Subscription shall renew for an
additional one (1) year term if Customer pays such invoice before the end of the initial term or any renewal term.
The KnowledgePass Subscription is available when the Customer subscribe on annual basis.
Limitations: Customer recognizes and agrees that the KnowledgePass Content is copyrighted by Kronos: Customer is permitted to make
copies of the KnowledgePass Content provided in *pdf form solely for Customers internal use and may not disclose such KnowledgePass
Content to any third party other than Customers employees. Customer may not edit, modify, revise, amend, change, alter, customize or vary
the KnowledgePass Content without the written consent of Kronos, provided that Customer may download and modify contents of Training
Kits solely for Customers internal use.
Train -the -Trainer Program (TTT): Certification under the Train -the -Trainer Program is valid only for the point release of the Software for which
the TTT Program is taken, and covers only the Customer employee who completes the TTT Program.
16. INDEMNIFICATION
Kronos agrees to indemnify Customer and to hold it harmless from and against any and all claims, costs, fees and expenses (including
reasonable legal fees) relating to actual or alleged infringement of United States or Canadian patents or copyrights asserted against Customer
by virtue of Customer's use of the Software as delivered and maintained by Kronos, provided that: i) 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, ii) Customer reasonably
cooperates with Kronos in connection with the foregoing and provides Kronos with all 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 claim is based 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 in Kronos' reasonable opinion be likely to become, the subject of any such claim, Kronos may
at its option: i) procure for Customer the right to continue to use the affected Software as contemplated hereunder; ii) replace or modify the
affected Software to make its use non -infringing; or iii) should such options not be available at reasonable expense, terminate this Agreement
with respect to the affected Software upon thirty (30) days prior written 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 shall be calculated using a five year straight-line
depreciation commencing with the date of the relevant Order. Additionally, Kronos agrees to be liable for tangible property damage or personal
injury to the extent caused by the negligence or willful misconduct of its employees.
17. LIMITATION 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 i) KRONOS' INDEMNIFICATION OBLIGATIONS SET FORTH IN ARTICLE 16 ABOVE; (II) 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 THIRD 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, SUBSIDIARIES 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.
18. TERMINATION OF ORDER FORM OR SOW
(a) Termination for breach. For any breach of this Agreement by Kronos in relation with that Customer which cannot be cured by repair,
replacement or re -performance, Customer shall have the right to terminate this the Order Form or applicable SOW upon thirty (30) days prior
written notice to Kronos, provided Kronos has not cured such breach during such thirty (30) day period. Upon such termination, Customer
shall be entitled to pursue its remedies at law or in equity subject to the terms of this Agreement.
(b) Termination for non -appropriation of funds. Should the funding for the services ordered by Customer be discontinued, Customer shall
have the right to terminate the Order Forth relating to such services ordered upon a 30 days written advance notice to Kronos. In such event, the
Customer agrees to pay for the products delivered and the services performed under the terms of the Agreement prior to the receipt by Kronos of
the termination notice.
10
SECTION
• fAPPLICATION HOSTING
•
Pricelist Name.
These Application Hosting Supplemental Terms and Conditions are applicable for hosting services ordered by Customer for Kronos Software
licensed under Section B of this Agreement.
t DEFINITIONS
"Application(s)" means those Kronos software applications set forth in the Cloud Hosting SSS which are made accessible for Customer to
use under the terms of this Addendum.
"Application Hosting Program" or "Program" means (i) accessibility to the Applications, by means of access to the password protected
customer area of the Kronos hosting environment, and (ii) all Hosting Related Services.
"Content" means all content Customer, or others acting on behalf of or through Customer, posts or otherwise inputs into the Program,
including but not limited to information, data (such as payroll data, vacation time, and hours worked), designs, know-how, logos, text,
multimedia images (e.g. graphics, audio and video files), compilations, software programs, third party software, applications, or other
materials, or any other Customer content shared or processed on equipment under the control of Kronos:
"Hosting Related Services" means certain services set forth in a Services Scope Statement (SSS) containing hosted related services (the
"Cloud Hosting SSS"), such as hosting infrastructure, equipment, bandwidth, server monitoring, backup services, reporting services, storage
area network (SAN) services, load balancing services, security services, system administration, connectivity services, performance tuning,
service pack installation and all professional and/or Cloud Services and maintenance services related to hosting.
"Initial Term" means the initial tern of the Program as set forth in the applicable Cloud Hosting SSS.
"Internal Use" means the use of the Program: (i) by Customer's personnel solely for Customer's internal business purposes and (ii) by any
authorized employee, agent or contractor of Customer to process information relating to Customer's employees assigned to, or potential
employees of, Customer's authorized business unit(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 Form..
"Order Form" means the order request form supplied by Kronos and signed by the Parties that lists the fees for the elements of Customer's
particular Program,
Personally Identifiable Data" means information concerning individually identifiable employees of Customer that is protected against
disclosure under applicable law or regulation.
"Production Environment!' means a permanent environment established for the daily use and maintenance of the Applications in alive
environment throughout the tern of a Program.
"Service Description" means the detailed service description (including any supplementary service terms) specified in the Cloud Hosting
SSS which sets forth the specific Program to be provided to the Customer.
"SLA(s)" means a service level agreement offered by Kronos for the Production Environment and attached to this Section C as Exhibit A
which contains key service level 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
deficiencies in the delivery of the Program that result in a failure 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 are
incorporated into or otherwise related to the Program.
"Temporary Environment" means a transient database environment created to serve limited purposes for a limited 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 to the Program are described in the applicable Cloud Hosting SSS and Order Form. Kronos will not change the Monthly Service
Fee rates it charges for Customer's existing Program, or the SLA, during the Initial Term. Kronos 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 expiration of the
then current term. SI.As are only available in a Production Environment. Unless the Cloud Hosting SSS indicates that the Program is to be
implemented in a Temporary Environment, the Program will be deemed to be implemented in a Production Environment.
M
3. AUTHORIZED USE
Customer shall take all reasonable steps to ensure that no unauthorized persons 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 this Section C.
4. 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 access and assistance as necessary. As part of Kronos'
support services, Kronos will make updates to the Applications 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.
S. CUSTOMER REPRESENTATIONS AND WARRANTIES; CUSTOMER OBLIGATIONS
5.1 Customer represents and warrants to Kronos that it has the right to publish and disclose Customer's Content in the Program.
5.2 Customer represents and warrants to Kronos that Customer's Content will not: (a) infringe or violate any third -party right, including (but
not limited 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, 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 shall include all related costs associated with Customer accessing the Program, unless such
connectivity services are purchased from Kronos as indicated on the Cloud Hosting SSS and Order Form.
5.4 Customer shall not, and shall not permit any person or entity 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
basis, 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 decompile, or otherwise attempt to derive source code from, the Program or any software components of the Program; (e) use, or
allow the use of, the Program in contravention of any applicable law, or rules or regulations of regulatory or administrative organizations; (f)
introduce 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 Program or its users; or, (g) otherwise act in a fraudulent, malicious or negligent manner when using the
Program.
6. CONNECTIVITY AND ACCESS
6.1 Customer acknowledges that Customer 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 related equipment and components); and (b) provide Kronos
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 obligations under the Agreement. Customer will make all necessary arrangements
as may be required to provide access to Customer's computer and network environment if necessary for Kronos to perform its obligations
under the Agreement. Customer agrees that Kronos may audit Customer's use of the Services.
7. FEES AND PAYMENT TERMS
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 the parties, and shall be invoiced
annually in advance.
7.2 All fees payable hereunder shall be paid in United States Dollars and sent to the attention of Kronos 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.
8. SERVICE LEVEL AGREEMENT
CUSTOMER'S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY SERVICE OUTAGE, INTERRUPTION OR DEFICIENCY OF
SERVICE(S) OR FAILURE BY KRONOS TO MEET THE TERMS OF AN APPLICABLE SLA, 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 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 HORSES, AND WORMS), CUSTOMER'S
CONTENT OR APPLICATIONS, THIRD PARTY UNAUTHORIZED ACCESS OF EQUIPMENT OR SOFTWARE OR SYSTEMS, OR
MACHINE ERROR.
i lM 107-11# r_E.y X#111.710 1
12
10.1 _ As part of the Program, Kronos shall provide those administrative, physical, and technical safeguards for protection of the security,
confidentiality and integrity of Customer data as described at: tttp:lt ksomos.csdrar roetuctsdsrnb soiutionsl rkforce oerttraG saassecurw
escrihon, s x 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 parties agree to comply with all applicable privacy or data
protection statutes, rules, or regulations governing the respective activities of the parties under the Agreement.
10.2 As between Customer and Kronos, all Personally Identifiable Data is Customers Confidential Information and vtill 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' 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 Kronos' duties and
responsibilities under this Agreement or as required by law.
10.3 Prior to initiation of the Program and on an ongoing basis thereafter, Customer agrees to provide notice to Kronos of any extraordinary
privacy or data protection statutes, rules, or regulations which are or become applicable to Customer's industry and which could be imposed on
Kronos as a result of provision of the Program. Customer will ensure that: (a) the transfer to Kronos and storage of any Personally Identifiable
Data by Kronos or Kronos' data center is permitted under applicable data protection laves and regulations; and (b) Customer will obtain consents
from individuals for such transfer and storage to the extent required under applicable laws and regulations.
11. TERM AND TERMINATION
11.1 At the expiration of the Initial Term; the applicable Program shall automatically renew for successive one year periods unless either
party provides notice of its intent not to renew at least sixty (60) days prior to the expiration of the then -current term. 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 cured within ten (10) days of
the date of Kronos' written notice. No Program interruption shall be deemed to have occurred during, and no 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
provision 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 Kronos within thirty (30) days all fees then due and owing for the Program prior to the date
of termination.
11.3 Customer may terminate the Program for convenience on no less than ninety (90) days prior written notice to Kronos
11.4 In the event of termination of the Program by Customer for convenience or by Kronos for cause during the Initial Term, Customer will pay
to Kronos any out of pocket expenses incurred by Kronos in terminating the Program plus an early termination 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 example only, if Customer terminates the Program for convenience with fifteen (15) months remaining in the Initial
Term, Customer will be responsible to pay Kronos two (2) months of the applicable Monthly Services Fees.
13
SERVICE LEVEL AGREEMENT (SLA)
Service Level Agreement: The Services, in 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. SLAs are only applicable to production environments. SLAs 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 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 Customer's
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 than for reasons due to an Excluded Event, will entitle Customer to a credit as follows:
Actual Application Availability %;Service
Credit to be applied to Customer's monthly invoice —for
'as measured in a calendar month
the affected month
<99.75% to 98.75°Io
:98.75% to 98.25%
15%
+98.25% to 97.75%
25%
<97.75 to 96.75%
5%
<96.75
50%
"Outage" means the accumulated time; 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 circuits provided by Customer, any inconsistencies or
changes in Customer's source environment, including either intentional or accidental connections or disconnections to the environment; (c)
Force Majeure events; (d) scheduled or emergency maintenance, alteration or implementation provided during the Maintenance Period
defined below; (e) any suspension of the Services in accordance with the terms of the Agreement to which this Exhibit A is attached; (f) the
unavailability of required Customer personnel, including as a result of failure to provide Kronos with accurate, current contact information; or
(g) using an Application in a manner inconsistent with the product documentation for such Application.
"Maintenance Period" means scheduled maintenance periods established by Kronos to maintain and update the Services, when necessary.
During these Maintenance Periods, the Services are available to Kronos to perform periodic maintenance services, which include vital
software updates. Kronos will use its commercially reasonable efforts during the Maintenance Period to make the Services available to
Customer; however, some changes will require downtime. Kronos will provide notice for planned downtime via an email notice to the primary
Customer contact at least one day in advance of any known downtime so planning can be facilitated by Customer,
Currently scheduled Maintenance Periods for the Services are
Monday through Friday 04:00 am — 06:00 am (U.S. eastern time)
Saturday and Sunday 12:00 am 06:00 am (U.S. eastern time)
Maintenance Periods include those maintenance periods mutually agreed upon by Customer and Kronos:
"Monthly Minutes (MM)" 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 ending at 11:59 pm of the last day of such calendar month.
"Total Minutes Not Available (T)" means the total number of minutes during the calendar month that the Services are unavailable as the
result of an Outage.
Limitations: Service Credits will 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 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 any right to Service Credits not requested within this time period. All performance calculations and applicable Service
Credits are based on Kronos records and data unless Customer can provide Kronos with clear 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 acknowledges that Kronos manages its network 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 anything 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
14
impact on the traffic balance of the Kronos network, as reasonably determined by Kronos, the parties agree to co-operate, in good faith, to
resolve the issue.
11,
SECTION CA:
This Section applies only for transactions that involve Kronos hosting for Software licensed under Section B in relation with hosting
pricing refered to as CLOUD
This attachment does not apply to CLOUD 2 items.
These Application Hosting Supplemental Terms and Conditions are applicable for hosting services ordered by Customer for Kronos Software
licensed under Section B of this Agreement using the pricing set up on November 21, 2013.
1. DEFINITIONS
"Application Hosting Program" or "Program" means (i) accessibility to the commercially available object code version of the Kronos
hosted applications, as set forth in the Cloud Services SOW, by means of access to the password protected customer area of the Kronos
hosting environment, and (ii) all Hosting Related Services.
"Content" means all content Customer, or others acting on behalf of or through Customer, posts or otherwise inputs into the Program,
including but not limited to information, data (such as payroll data, vacation time, and hours worked), designs, know-how, logos, text, "
multimedia images (e.g,; graphics, audio and video files), compilations, 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 Related Services" means certain services set forth in a statement of work containing hosted related services (the "Cloud Services
SOW"), such as hosting infrastructure, equipment, bandwidth, server monitoring, backup services, reporting services, storage area network
(SAN) services, load balancing services, security services, system administration, connectivity services, performance tuning, service pack
installation and all professional and/or Cloud Services and maintenance services related to hosting.
"Initial Term" means the initial term for which Kronos shall provide the Program to Customer and as set forth in the applicable Cloud Services
SOW executed by Customer.
"Internal Use" means the use of the Program: (i) by Customer's personnel solely for Customer's internal business purposes and (ii) by any
authorized employee, agent or contractor of Customer to process information relating to Customer's employees assigned to, or potential
employees of, Customer's authorized business unit(s), solely for the internal business purposes of such business unit(s).
"Monthly Service Feels)" means the monthly fees described in the Cloud 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 lists the Startup Fees and Monthly Service
Fees for the elements of Customer's particular Program.
"Personally Identifiable Data" means information concerning individually identifiable employees of Customer that is protected against
disclosure under applicable law or regulation.
"Production Environment" means a permanent environment established for the daily use and maintenance of the Application in a live
environment throughout the term of a Program.
"Services Commencement Date" shall, except as otherwise provided in writing in a Cloud 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 software hosted in a Temporary
Environment shall commence seven (7) days after the Effective Date.
"Service Description" means the detailed service description (including any supplementary service terms) specified in the Cloud Services
SOW which sets forth the specific Program to be provided to the Customer.
"SLA(s)" means a service level agreement offered by Kronos for the Production Environment and attached to this Section C.1 as Exhibit 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
deficiencies in the delivery of the Program that result in a failure to meet the terms of the applicable SIA.
"Supplier" means any contractor, subcontractor or licensor of Kronos providing software, equipment and/or services to Kronos which are
incorporated into or otherwise related to the Program.
"Temporary Environment" means a transient database environment created to serve limited purposes fora limited time period, and
identified in the applicable Cloud Services SOW as a Temporary Environment.
"Startup Fees" means the one time, customer -specific startup fee as indicated on the Order Form that will be charged to Customer to enable
access to the Program,
2. CLOUD SERVICES STATEMENT OF WORK
m
The description of the particular Program ordered by the Customer, the Program term, the Monthly Service Fee rates, the Startup Fees and
other fees, if any, applicable to the Program are described in the applicable Cloud Services SOW and Order Form. Kronos will not change the
Monthly Service Fee rates it charges for Customer's existing Program, or the SLA, during the Initial Term. Kronos 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
expiration of the then current term. SLAB are only available in a Production Environment. Unless the Cloud Services SOW indicates that the
Program is to be implemented in a Temporary Environment, the Program will be deemed to be implemented in a Production Environment.
3. Authorized Use
Customer shall take all reasonable steps to ensure that no unauthorized persons 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 this section C:1,
4. 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 access and assistance as necessary.
Customer representations and warranties; Customer obligations
5:1 Customer represents and warrants to Kronos that it has the right to publish and disclose Customer's Content in the Program.
5.2 Customer represents and warrants to Kronos that Customer's Content will not: (a) infringe or violate any third -party right, including (but
not limited 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, 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 in accordance with the technical requirements set forth in the Cloud
Services SOW. Customer will also provide, at its own cost and expense, all connections from its computer systems to the Program, which
shall include all related costs associated with Customer accessing the Program, unless such connectivity services are purchased from Kronos
as indicated on the Cloud Services SOW and Order Form.
5.4 Customer shall not, and shall not permit any person or entity 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
basis, 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 decompile, or otherwise attempt to derive source code from, the Program or any software components of the Program; (e) use, or
allow the use of, the Program in contravention of any federal, state, local, foreign or other applicable law, or rules or regulations of regulatory
or administrative organizations; (f) introduce 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 Program or its users; or, (g) otherwise act in a fraudulent, malicious or negligent
manner when using the Program.
6.1 If Customer uses open internet connectivity or Customer -supplied VPN internet connections to access the Program, Customer
acknowledges that the performance and throughput of the internet connection cannot be guaranteed by Kronos, and variable connection
performance may result in application response variations.
6.2 Customer hereby acknowledges that the internet is not owned, operated, managed by, or in any way affiliated with Kronos, its Suppliers
or any of its affiliates, and that it is a separate network of computers independent of Kronos. Access to the internet is dependent on numerous
factors, technologies and systems, many of which are beyond Kronos' authority and control. Customer acknowledges that Kronos cannot
guarantee that the internet 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 the internet access services and the internet is solely at its own risk, except as specifically provided in
this Section C.1, and is subject to all applicable local, state, national and international laws and regulations.
7. Fees and payment terms
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 Services Commencement Date, and shall be invoiced monthly in advance. In
addition, Customer shall be billed the Startup Fees and any additional Cloud Hosting startup fees set forth in the applicable Order Form.
Customer acknowledges that the billing commencement date does not coincide with implementation completion, final configuration, or go -live.
7.2 All fees payable hereunder shall bepaidin United States Dollars and sent to the attention of Kronos as specified on the invoice.
Payment terms shall be net 30 days following receipt of invoice. All overdue payments shall bear interest at the lesser of one and one-half
percent (1.5%) per month or the maximum rate allowed 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 Kronos' income or business privilege.
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 included in the
Monthly Service Fee invoice issued by Kronos for the month following the month in which the SLA Credits were earned.
8. SERVICE LEVEL AGREEMENT
CUSTOMER'S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY SERVICE OUTAGE, INTERRUPTION OR DEFICIENCY OF
SERVICE(S) OR FAILURE BY KRONOS TO MEET THE TERMS OF AN APPLICABLE SLA, 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 SECTION
CA OR SECTION B. KRONOS DISCLAIMS ANY AND ALL OTHER LIABILITIES OR REMEDIES FOR SUCH OUTAGES, INTERRUPTIONS
OR DEFICIENCIES OF SERVICES,
17
9. limitation 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 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 those Kronos security -related services described in the Cloud Services SOW. Customer
acknowledges that the security -related services endeavor to mitigate security incidents, but such incidents may not be mitigated entirely or
rendered harmless. Customer should 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 security. Both parties agree to comply with all applicable privacy or data protection statutes, rules, or regulations
governing the respective activities of the parties.
10.2 All Personally Identifiable Data contained in any Software, Equipment or systems supplied by Kronos, or to which Kronos has access to
under this Section C.1, as between Kronos and Customer, is Customers Confidential Information and will remain the property of Customer.
Customer hereby consents to the use, processing and/or disclosure of Personally Identifiable Data only for the purposes described herein and to
the extent such use or processing is necessary for Kronos to carry out its duties and responsibilities under this Section C.1 or as required by law.
10.3 Prior to initiation of the Program and on an ongoing basis thereafter, Customer agrees to provide notice to Kronos of any extraordinary
privacy or data protection statutes; rules, or regulations which are or become applicable to Customer and which could be imposed on Kronos as a
result of provision of the Program. Customer will ensure that: (a) the transfer and storage of any Personally Identifiable Data to Kronos and
managed by Kronos' or Supplier's data center is legitimate under applicable data protection laws and regulations; and (b) Customer will obtain
consent from individuals for such transfer and storage to the extent required under applicable laws and regulations.
10.4 At no cost to Customer, Kronos shall upon (i) request by Customer at any time and (ii) 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. term and termination
11.1 At the expiration of the Initial Term, the applicable Programs shall automatically renew for successive one year periods unless either
party provides notice of its intent not to renew at least sixty (60) days prior to the expiration of the then -current term. Kronos may suspend or
terminate the Program upon notice in the event of any breach by Customer of this Section CA. 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 time during the term of this Section if Kronos materially breaches any
provision of this Section, 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 Kronos within 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 written notice to Kronos.
12.4 In the event of termination of the Program by Customer for convenience or by Kronos for cause during the Initial Term, Customer will pay
to Kronos any out of pocket expenses incurred by Kronos in terminating the Program plus an early termination 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 example only, if Customer terminates the Program for convenience with fifteen (15) months remaining in the Initial
Term, Customer will be responsible to pay Kronos two (2) months of the then -current Monthly Services Fees.
El
EXHIBIT A
TO iSERVICE LEVEL AGREEMENT (SLJ
Service Level Types: SLAB are only applicable to Production Environments, The Program, in a Production Environment, as described in
Service Description is provided with the following service level:
99.50% Application Availability
Service Levels/Credit Calculation: An Outage will be deemed to commence when Customer opens a case with Kronos Global Support, or
Kronos Cloud Services receives an application availability alert. The Outage will 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.
Application Availability SLA% _ ((-TM)•100) P (MM)
"Affected Service" means the 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, customers, contractors or agents; (b) the failure or malfunction of equipment, applications or systems not owned or controlled by
Kronos or Supplier; (c) Force Majeure events; (d) scheduled or emergency maintenance, alteration or implementation; (e) any suspension of
the Program in accordance with the terms of this Section or License Agreement; (f) the unavailability of required Customer personnel,
including as a result of failure to provide Supplier with accurate; current contact information; (g) using the Application in a manner inconsistent
with the product documentation; or (h) any other exclusionary circumstance specified in the applicable 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
beginning to end, between Customer and the Program for reasons other than (a) failures caused by Customer Data; or (b) any Excluded
Events.
"Scheduled Maintenance (SM)" means scheduled maintenance periods established by Kronos 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 services,
which include vital software updates. Systems will generally continue to be available to Customer; however, some changes will require
planned downtime. Kronos will provide notice for planned downtime via an email notice to our primary Customer contact at least one day in
advance of such shutdowntrestart so planning can be facilitated by Customer.
When application maintenance is required, current Scheduled Maintenance periods for the applications are:
Monday through Friday 4am — 6am
Saturday and Sunday 12am - 6am
All times listed are U.S. Eastern Time.
Kronos' utilization of the above maintenance windows shall not trigger SIA Credits to Customers
"Total Minutes Not Available" (TM) means the total number of minutes during the calendar month that the Program is unavailable outside of
scheduled maintenance windows.
Limitations: Kronos will 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 breach is the cause of the Outage; or (b) it results from an
Excluded Event.
In no event will the credits accrued in any calendar month exceed, in the aggregate across all service levels and events, one hundred (100%)
of the invoice amount for the Affected Service.
The Service Level Agreements in this Exhibit, and the related credits' listed, apply on a per Program basis. For the avoidance of doubt,
Outages, delays, failures, etc, in one Program may not be added to Outages, delays, failures, etc., in any other Program for purposes of
calculating SLA credits.
19
911
SECTION D
KRONOS WORKFORCE CENTRAL - SOFTWARE AS A SERVICE (SAAS) TERMS AND CONDITIONS
Customer and Kronos agree that the terms and conditions set forth in this Section D shall apply to the Kronos supply of the commercially
available version of the Workforce Central SaaS Applications in Kronos' hosting environment, the services related thereto, and the sale or
rental of Equipment (if any) specified on a Kronos Order Form. The Applications described on the Order Form shall be delivered by means of
Customer's permitted access to the Kronos infrastructure hosting such Applications.
1. DEFINITIONS
"Agreement" means the terms and conditions of Section D and the Order Form(s).
"Application(s)" or "SaaS Application(s)" means those Kronos software application programs set forth on an Order Form which are made
accessible for Customer to use under the terms of this Agreement.
"Billing Start Date" means the date the billing of the Monthly Service Fees commences as indicated on the applicable Order Form.
Notwithstanding, Implementation Services provided on a time and material basis are billed monthly as delivered. The Billing Start Date of the
Monthly Service Fees for any Services ordered by Customer after the date of this Agreement which are incremental to Customer's then -
existing Services shall be the date the applicable Order Form is executed by Kronos and Customer.
"Cloud Services" means those services related to Customer's cloud environment such as infrastructure, equipment, bandwidth, server
monitoring, backup services, storage area network (SAN) services, security services, system administration, connectivity services,
performance tuning, update installation and maintenance services related thereto, Cloud Services are described as set forth at:
"Customer Content" means all content Customer, or others acting on behalf of or through Customer, posts or otherwise inputs into the
Services.
"Documentation" means technical publications published by Kronos relating to the use of the Services or Applications.
"Equipment" means the Kronos equipment specified on an Order Form.
"Implementation Services" means those professional and educational services provided by Kronos to set up the cloud environment and
configure the Applications. Unless otherwise set forth on an Order Form as "a la carte" services (supplemental fixed fee, fixed scope services)
or
"bill as you go" services (time and material services described in a Statement of Work), Kronos will provide, as part of the Monthly Service Fee
for the Applications, the fixed fee, fixed scope Implementation Services described in the Services Implementation Detail set forth at:
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in.Section B
"Initial Term" means the initial term of the Services as indicated on the Order Form.
"KnowledgaPass Content"/"KnowledgePass Education Subscription" have the meanings ascribed in Section 7.5.
"Monthly Service Fee(s)" means the monthly fees described in an Order Form. Monthly Service Fees include fees for usage of the
Applications and the Services, Cloud Services as applicable, and Equipment rental, if any. Billing of the Monthly Service Fee(s) commences
on the Billing Start Date.
"Order Form" means an order form mutually agreed upon by Kronos and Customer setting forth the items ordered by Customer and to be
provided by Kronos and the fees to be paid by Customer.
"Personally Identifiable Data" means information concerning individually identifiable employees of Customer that is protected against
disclosure under applicable law or regulation.
"Renewal Tenn" means the renewal term of the Services as indicated on the Order Form.
"Services" means (i) the Cloud Services, (ii) accessibility to the commercially available version of the Applications by means of access to the
password protected customer area of a Kronos website, and all such services, items and offerings accessed by Customer therein, and (ii) the
Equipment rented hereunder, if any.
"Statement of Work", "SOW", "Services Scope Statement" and "SSS" are interchangeable terms referring to a written description of the
Implementation Services mutually agreed upon by Kronos and Customer and set forth as "bill as you go" services on the Order Form.
"Supplier" means any contractor, subcontractor or licensor of Kronos providing software, equipment and/or services to Kronos which are
incorporated into or otherwise related to the Services.
"Term" means the Initial Term and any Renewal Terms thereafter,
"Training Points" has the meaning ascribed to it in Section 7.6 below.
2. TERM
2.1 The Services shall commence on the Billing Start Date, and shall continue for the Initial Term or until terminated in accordance with the
provisions hereof. At the expiration of the Initial Term and each Renewal Term as applicable, the Services shall automatically renew for
additional Renewal Terms until terminated in accordance with the provisions hereof,
21
2.2 Customer may terminate the Services and this Order Form for convenience upon ninety (90) days prior written notice subject to
Customer's payment of the Services performed and Products delivered prior to the effective date of termination. Kronos may terminate the
Services and this Agreement to be effective at the expiration of the then current Term upon no less than sixty (60) days prior written notice.
2.3 Either party may terminate the Services and the Agreement upon a material breach of the Agreement by the other party if such breach is
not cured within fifteen (15) days after receipt of written notice. Notwithstanding the foregoing, Kronos may suspend the Services immediately
upon notice in the event of any Customer breach of Sections 4 (Rights to Use), 5 (Acceptable Use), or Section A.4 (Confidential Information).
2.4 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 laws, or files a petition seeking reorganization, the other party may request
adequate assurances of future performance. Failure to provide adequate assurances, in the requesting party's reasonable discretion, within
ten (10) days of delivery of the request shall entitle the requesting party to terminate the Agreement immediately upon written notice to the
other party.
2.5 If the Agreement is terminated for any reason:
(a) Customer shall pay Kronos within thirty (30) days of such termination, all fees accrued under this Agreement prior to the effective date of
such termination, provided however, if Customer terminates for material breach of the Agreement by Kronos, Kronos shall refund Customer
any pre -paid fees for Implementation Services not delivered by Kronos;
(b) Customer's right to access and use the Applications shall be revoked and be of no further force or effect and return rented Equipment as
provided in Section 9.1 below;
(c) No more than fifteen(15) days after termination (or upon Customer's written request at any time during the Term), Kronos will provide to
Customer, at no charge to Customer, the Customer Content. After such time period, Kronos shall have no further obligation to store or make
available the Customer Content and will securely delete any or all Customer Content without liability;
(d) Customer agrees to timely return all Kronos-provided materials related to the Services to Kronos at Customer's expense or, alternatively,
destroy such materials and provide Kronos with an officer's certification of the destruction thereof; and
(e) All provisions in the Agreement, which by their nature are intended to survive termination, shall so survive.
3. FEES AND PAYMENT
3.1 Customer shall pay Kronos the Monthly Service Fees, the fees for the Implementation Services and any additional one or recurring
fees for Equipment, Training Points, KnowledgePass Education Subscription and such other Kronos offerings, all as set forth on the Order
Form. The Monthly Service Fees will be invoiced on the frequency set forth on the Order Form ("Billing Frequency"). If Customer and Kronos
have signed a Statement of Work for the Implementation Services, Implementation Services will be invoiced monthly as delivered unless
otherwise indicated on the Order Form. If Kronos is providing Implementation Services in accordance with the Services Implementation
Guideline or as "a la carte" services on the Order Form, Kronos will invoice Customer for Implementation Services in advance of providing
such Implementation Services unless otherwise indicated on the Order Form. All other Kronos offerings will be invoiced upon execution of the
applicable Order Form by Kronos and Customer. Unless otherwise indicated on an Order Form, payment for all items shall be due 30 days
following date of invoice. All payments shall be sent to the attention of Kronos as specified on the invoice. Except as expressly set forth in
this Agreement, all amounts paid to Kronos are non-refundable. Customer is responsible for all applicable federal, state, country, provincial or
local taxes relating to the goods and services provided by Kronos hereunder (including without limitation GST and/or VAT if applicable),
excluding taxes based on Kronos' income or business privilege.
3.2 If any amount owing under this or any other agreement between the parties is thirty (30)'ormore days overdue, Kronos may, without
limiting Kronos' rights or remedies, suspend Services until such amounts are paid in full. Kronos will provide at least seven (7) days' prior
written notice that Customer's account is overdue before suspending Services.
3.3 At the latest of (i) one (1) year after the effective date of this Agreement, or (ii) expiration of the Initial Term, and at each annual
anniversary of that date thereafter, Kronos may Increase the Monthly Service Fee rates in an amount not to exceed four percent (4%). The
increased Monthly Service Fees will be reflected in the monthly invoice following the effective date of such increase without additional notice.
4. RIGHTS TO USE
4.1 Subject to the terms and conditions of the Agreement, Kronos hereby grants Customer a limited, revocable, non-exclusive, non-
transferable, non -assignable right to use during the Term and for internal business purposes only: a) the Applications and related services,
including the Documentation; b) training materials and KnowledgePass Content; and, c) any embedded third party software, libraries, or other
components; which form a part of the Services. The Services contain proprietary trade secret technology of Kronos and its Suppliers.
Unauthorized use and/or copying of such technology are prohibited by law, including United States and foreign copyright law. Customer shall
not reverse compile, disassemble or otherwise convert the Applications or other software comprising the Services into uncompi led 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. Customer acknowledges that execution of separate third party agreements may
be required in order for Customer to use certain add-on features or functionality, including without limitation tax filing services.
4.2 Customer acknowledges and agrees that the right to use the Applications is limited based upon the amount of the Monthly 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 features 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, 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 data processing services that make use of the Services without the express prior written consent of Kronos. No
license, right, or interest in any Kronos trademark, trade name, or service mark, or those of Kronos' licensors or Suppliers, is granted
hereunder.
4.3 Customer may authorize its third party contractors and consultants to access the Services through Customer's administrative access
privileges on an as needed basis, provided Customer: a) abides by its obligations to protect Confidential Information as set forth in this
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Agreement; b) remains responsible for all such third party usage and compliance with the Agreement; and c) does not provide such access to
a competitor of Kronos who provides workforce management services.
4.4 Customer acknowledges and agrees that, as between Customer and Kronos, Kronos retains ownership of all right, title and interest to the
Services, all of which are protected by copyright and other intellectual property rights, and that, other than the express rights granted herein
and under any other agreement in writing with Customer, Customer shall not obtain or claim any rights in or ownership interest to the Services
or Applications or any associated intellectual property rights in any of the foregoing, Customer agrees to comply with all copyright and other
intellectual property rights notices contained 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 complies with
applicable laws and regulations. If the Services include the Workforce Payroll Applications or Workforce Absence Management Applications:
(i) Customer is solely responsible for the content and accuracy of all reports and documents prepared in whole or in part by using these
Applications, (ii) using these Applications does not release Customer of any professional obligation concerning the preparation and review of
any reports and documents, (iii) Customer does not rely upon Kronos, Best Software, Inc. or these Applications for any 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 calculations made by using these Applications and satisfy itself that those calculations are correct.
5. 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 shall take any action that would be in violation of this Agreement.
5.2 Customer represents and warrants to Kronos that Customer has the right to publish and disclose the Customer Content in connection
with the Services. Customer represents and warrants to Kronos that the Customer Content: (a) does not infringe or violate any third -party
right, including but not limited to intellectual property, privacy, or publicity rights, (b) is not abusive, profane, or offensive to a reasonable
person, or, (c) is not hateful or threatening.
5.3 Customer will not (a) use, or allow the use of, the Services in contravention of any federal, state, local, foreign or other applicable law, or
rules 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; (c) excessively
overload the Kronos systems used to provide the Services; (d) perform any security integrity review, penetration test, load test, denial of
service simulation or vulnerability scan; (e) use any tool designed to automatically emulate the actions of a human user (e.g., robots); or, (f)
otherwise act in a fraudulent, malicious or negligent manner when using the Services.
6. CONNECTIVITY AND ACCESS
Customer acknowledges that Customer 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 related equipment and components); and (b) provide Kronos
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 obligations under the Agreement. Customer will make all necessary arrangements
as may be required to provide access to Customer's computer and network environment if necessary for Kronos to perform its obligations
under the Agreement.
7. IMPLEMENTATION AND SUPPORT
7.1 Implementation Services. Kronos will provide the Implementation Services to Customer. Implementation Services described in an SSS
are provided on a time and materials basis, billed monthly as delivered unless otherwise indicated on the Order Form. 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 Services Implementation Guideline, Kronos will create a change order for Customer's
review and approval and any additional Implementation Services to be provided by Kronos will be billed as delivered at the then -current
Kronos professional services rates. Kronos' configuration of the Applications will be based on information and work flows that Kronos obtains
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. In the event that Kronos is required to travel
to Customers location during the implementation, Customer agrees to pay any travel expenses, such as airfare, lodging, meals and local
transportation, plus an administrative fee of ten percent (10%) of the amount of such travel expenses, incurred by Kronos in accordance with the
then -current standard Kronos travel and expense policies, which Kronos will provide to Customer upon request. Kronos shall invoice
Customer for such travel expenses and payment thereof shall be due net thirty (30) days from date of invoice.
7.2 Additional Services. Customer may engage Kronos to provide other services which may be fixed by activity ("a la carte") or provided on
a time and materials basis ("bill as you go") as indicated on the applicable Order Form.
7.3 Support. Kronos will provide 24x7 support for the cloud infrastructure, the availability to the cloud 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 Services available to Customer at no charge as such updates are released generally to Kronos'
customers. Customer agrees that Kronos may install critical security patches and infrastructure updates automatically as part of the Services.
Kronos' then -current Support Services Policies shall apply to all Support Services provided by Kronos and may be accessed at:
� sPoIiciqsrhtrn ("Support Policies'). In the event of a conflict between the Support Policies and this
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Agreement, the terms of this Agreement shall prevail.
7.4 Support Services for Equipment. Provided Customer has purchased support services for the Equipment, the following terms shall
apply (Depot Exchange support services for rented Equipment are included in the rental fees for such Equipment):
(a) Customer may select, as indicated on an Order Form, an Equipment Support Services option offered by the local Kronos entity
responsible for supporting the Equipment if and as such offerings are available within the Kronos territory corresponding to the Equipment's
location. Kronos shall provide each Equipment Support Services offering as specified herein.
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(i) Depot Exchange and Depot Repair. If Customer has selected Depot Exchange or Depot Repair Equipment Support Services,
the following provisions shall apply: Upon the failure of installed Equipment, Customer shall notify Kronos of such failure and Kronos will
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 Kronos Depot Repair Center, and Customer will be provided with a
Return Material Authorization Number (RMA) for the failed 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. Hours of operation, locations and other
information related to Kronos' Depot Repair Centers are available upon request and are subject to change. Return and repair procedures for
failed Equipment shall be provided based on the Depot option - Depot Exchange or Depot Repair - selected by Customer on the applicable
Order Form and as specified herein and in Kronos' then -current Support Services Policies. Service packs for the Equipment (as described in
subsection (ii) below) are included in both Depot Exchange and Depot Repair Support Services.
Depot Exchange: Kronos will provide a replacement for the failed Equipment at the FRU or subassembly level on "advanced
exchange" 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 Policies. REPLACEMENT EQUIPMENT MAY BE NEW OR
RECONDITIONED. Customer shall specify the address to which the Equipment is to be shipped. All shipments will include the
Kronos provided RMA designating the applicable Kronos Depot Repair Center, as the recipient. Customer, upon receipt 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 Equipment directly to Kronos.
Depot Repair: Upon failure of installed Equipment, Customer shall install a Spare Product (as defined below) to replace the failed
Equipment. Customer shall then return the failed Equipment, with the required RMA, to the applicable Kronos Depot Repair Center. _
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 failed Equipment and ship it, within ten (10) business days
after receipt, to Customer. Kronos shall ship the repaired Equipment by regular surface transportation to Customer.
(ii) Device Software Updates Only. If Customer has selected Device Software Equipment Support Services, Customer shall be
entitled to receive:
(A) Service packs for the Equipment (which may contain system software updates, firmware updates, security updates, and feature
enhancements) available for download at Kronos' customer portal. Service packs for the Equipment are not installed by the Kronos
Depot Repair Center but are available for download at Kronos' customer portal, provided Customer is maintaining the Equipment
under an annual Equipment Support Services plan with Kronos.; and
(B) Access to the Kronos Support Services Center for the logging of requests for assistance downloading service packs for the
Equipment.
(b) Warranty. Kronos warrants that all service packs and firmware updates provided under this Agreement shall materially perform in
accordance with the Kronos published specifications for a period of ninety (90) days after download by Customer. In the event of a breach of
this warranty, Customer's exclusive remedy shall be Kronos' repair or replacement of the deficient service pack(s) or firmware update(s), at
Kronos' option, provided that Customer's use, installation and maintenance thereof have conformed to the specifications.
(c) Responsibilities of Customer. It is Customer's responsibility to purchase and retain, at Customer's location and at Customer's sole risk
and expense, a sufficient number of spare products ("Spare Products") to allow Customer to replace failed Equipment at Customer's locations
in order for Customer to continue its operations while repairs are being performed and replacement Equipment is being shipped to Customer.
For each of the Depot Exchange and Depot Repair Equipment Support Services options, Customer agrees that it shall return failed Equipment
promptly as the failures occur and that it shall not hold failed Equipment and send failed Equipment to Kronos in "batches" which shall result in
a longer turnaround time to Customer. In addition, Customer agrees to:
(i) Maintain the Equipment in an environment conforming to the Kronos published specifications for such Equipment;
(ii) Not perform self -repairs on the Equipment (i.e., replacing components) without prior written authorization from Kronos;
(iii) De -install all failed Equipment and install all replacement Equipment in accordance with Kronos' written installation guidelines;
(iv) Ensure that the Equipment is returned to Kronos properly packaged; and
(v) Obtain an RMA before returning any Equipment to Kronos and place the RMA clearly and conspicuously on the outside of the
shipping package. Customer may only return the specific Equipment authorized by Kronos when issuing the RMA.
(d) Delivery. All domestic shipments within the United States are FOB Destination to/from Customer and Kronos with the shipping party
bearing all costs and risks of loss, and with title passing upon delivery to the identified destination. All international shipments from Kronos to
Customer are DAP (Incoterms 2010) to the applicable Customer location, and are DDP (Incoterms 2010) to the applicable Kronos Depot
Repair Center when Customer is shipping to Kronos. Customer is responsible for all duties and taxes when sending Equipment to Kronos.
7.5 KnowledgePass Education Subscription. When KnowledgePass Education Subscription is purchased 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 copies of the KnowledgePass Content provided in "pdf form solely for Customer's
internal use. Customer may not disclose such KnowledgePass 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 consent of Kronos, provided
that Customer may download and modify contents of training kits solely for Customer's internal use.
7.6 Training Points. "Training Points" which are purchased by Customer may be redeemed for an equivalent value of instructor -led training
sessions offered by Kronos_ Training Points may be redeemed only during the Term at any time no more than twelve (12) months after the date
of the applicable Order Form, after which time such Training Points shall expire and be of no value. Training Points may not be exchanged for
other Kronos products or services.
7.7 Training Courses. When Training Points or training sessions are set forth in an SSS, the SSS applies When Training Points or training
sessions are not set forth in an SSS, as part of the Services, for each SaaS application module included in the Services purchased by
24
Customer, Customer's employees shall be entitled to attend, in quantity indicated, the corresponding training courses set forth at:
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Participation in such training courses is limited to the number of seats indicated for the courses corresponding to the modules forming a part of
the Services purchased by Customer.
7.8 Technical Account Manager. Customers purchasing a Kronos Technical Account Manager ("TAM") as indicated on the Order Form shall
receive the services of a dedicated, but not exclusive, TAM for one production instance of the Software. Customer will designate up to two
primary and three secondary backup technical contacts ("Technical Contacts') to be the sole contacts with the TAM. Upon request, Customer
may designate additional and/or backup Technical Contacts. Customer is required to place all primary Technical Contacts through Kronos
training for the Applications covered under this Agreement at Customer's expense.
8. Customer content
Customer shall own all Customer Content. Kronos acknowledges that all of the Customer Content is deemed to be the Confidential
Information of Customer. Kronos may, but shall have no obligation to, monitor Customer Content from time to time to ensure compliance with
the Agreement and applicable law.
9. EQUIPMENT
If Customer purchases or rents Equipment from Kronos, a description of such Equipment (model and quantity), the applicable pricing; and
delivery terms shall be listed on the Order Form,
9.1 Rented Equipment. The following terms apply only to Equipment Customer rents from Kronos:
a) Rental Term and Warranty Period. The term of the Equipment rental and the "Warranty Period" for such Equipment shall run
cotenminously with the Term of the other Services provided under the Agreement.
b) Insurance. Customer shall insure the Equipment for an 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 loss, theft or damage after shipment of the Equipment to Customer
shall relieve Customer from Customer's obligations under the Agreement.
C) Location/Replacement. Customer shall not make any alterations or remove the Equipment from the place of original installation
without Kronos' prior written consent. Kronos shall have the right to enter Customer's 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 alternative 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. All Equipment is, and at all times shall remain, separate items of
personal property, notwithstanding such Equipment's 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 7.
f) Return of Equipment. Upon termination of the Agreement or the applicable Order Form, Customer shall return, within thirty (30)
days of the effective date of termination and at Customer's expense, the Equipment subject to this Section 9.1. Equipment will be returned to
Kronos in the same condition as and when received, reasonable wear and tear excepted.. If Customer fails to return Equipment within this
time period, upon receiving an invoice from Kronos, Customer shall pay Kronos the then list price of the unreturned Equipment,
9.2 Purchased Equipment. The following terms apply only to Equipment Customer purchases from Kronos:
a) Ownership and Warranty 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 otherwise required by law).
b) Equipment Support. Kronos shall provide to Customer the Equipment support services described in this Agreement if purchased
separately by Customer as indicated on the applicable Order Form. If purchased, Equipment support services have a term of one (1) year
commencing upon expiration of the Warranty Period. Equipment support services will be automatically extended for additional one year terms
on the anniversary of its commencement date ("Renewal Date'), unless either party has given the other thirty (30) days written notification of
its intent not to renew. Kronos may change the annual support charges for Equipment support services effective at the end of the initial one (1)
year term or effective on the Renewal Date, by giving Customer at least thirty (30) days prior written notification.
10. SERVICE LEVEL AGREEMENT
Kronos shall provide the service levels and associated credits, when applicable; in accordance with the Service Level Agreement attached
hereto as Exhibit D-1 and which is hereby incorporated herein 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 D-1.
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, will perform substantially in accordance with such Documentation during the Term.
11.2 Kronos' sole obligation and Customer's sole and exclusive remedy for any breach of the foregoing warranty is limited to Kronos`
reasonable commercial efforts to correct the non -conforming Services at no additional charge to Customer. In the event that Kronos is unable
to correct material deficiencies in the Services arising during the Warranty Period, after using Kronos' commercially reasonable efforts to do
so, Customer shall be entitled to terminate the then remaining Term of the Agreement 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 writing, and providing
Kronos with sufficient evidence of such non -conformity to enable Kronos to reproduce or verify the same.
11.3 Kronos 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, Customer's sole and exclusive remedy shall be Kronos' repair or replacement of the deficient
Equipment, at Kronos' option, provided that Customer's use, installation and maintenance thereof have conformed to the Documentation for
such Equipment. This warranty is extended to Customer only and shall not apply to any Equipment (or parts thereof) in the event of:
a) damage, defects or malfunctions resulting from misuse, accident, neglect, tampering, (including without limitation modification or
25
replacement 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 provided for in this Section 11, Kronos hereby disclaims 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 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 representations concerning the
compatibility of the Services, the SaaS Applications or the Equipment nor any results to be achieved therefrom.
12.0 DATA SECURITY
12.1 As part of the Services, Kronos shall provide those administrative, physical, and technical safeguards for protection of the security,
confidentiality and integrity of Customer data as described at: batt 1 kranossaorn rtucks� rktor aontral-cl ssBClfsuf&-ulttelFnes.3sx
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
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 governing the respective activities of the parties under the Agreement.
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 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' 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 Kronos'
duties and responsibilities under the Agreement or as required by law.
12.3 Prior to initiation of the Services under the Agreement and on an ongoing basis thereafter, Customer agrees to provide notice to Kronos
of any extraordinary privacy or data protection statutes, rules, or regulations which are or become 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
Personally Identifiable Data by Kronos or Kronos' Supplier'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.
13. INDEMNIFICATION
13.1 Kronos shall defend Customer and its respective directors, officers, and employees (collectively, the "Customer Indemnified Parties"),
from and against any and all notices, charges, claims, proceedings, actions, causes of action and suits, brought by a third party (each a
"Claim") alleging that the permitted uses of the Services infringe or misappropriate any United States or Canadian copyright or patent and will
indemnify and hold harmless the Customer Indemnified Parties against any liabilities, obligations, costs or expenses (including without
limitation reasonable attorneys' fees) actually awarded to a third party as a result of such Claim by a court of applicable jurisdiction or as a
result of Kronos' settlement of such a Claim. In the event that a final injunction is obtained against Customer's use of the Services by reason
of infringement or misappropriation of such copyright or patent, or if in Kronos' opinion, the Services are likely 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 provided in the Agreement, (b) replace or modify the Services so that the
Services become non -infringing but remain substantively similar 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 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 liability 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 the Documentation for such Service or as
authorized by the Agreement; (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 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 Kronos' or Supplier's recovery rights
with respect to such infringement claims, provided that Kronos or Kronos' Supplier shall use commercially reasonable efforts at Customer's
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, its Suppliers and their respective directors, officers,
employees, agents and independent contractors any and all Claims alleging that: (a) employment-related claims arising out of Customer's
configuration of the Services; (b) Customer's modification or combination of the Services with other services, software or equipment not
furnished by Kronos, provided that such Customer modification or combination is the cause of such infringement and was not authorized by
Kronos; or, (c) a claim that the Customer Content infringes in any manner any intellectual property right of any third party, or any of the
Customer Content contains any material or information that is obscene, defamatory, libelous, or slanderous violates any person's right of
publicity, privacy or personality, or has otherwise caused or resulted in any tort, injury, damage or harm to any other person.
13.4 The Indemnified Party(ies) shall provide written notice to the indemnifying 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 indemnifying party shall be relieved from
providing such indemnity to the extent of the delay's impact on the defense. The indemnifying party shall have sole control of the 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 restrictions on the applicable Indemnified Parties without the prior written consent of the other
party. The Indemnified Parties shall cooperate fully, at the indemnifying party's request and expense, with the indemnifying party in the
defense, settlement or compromise of any such action. The indemnified party may retain its own counsel at its own expense, subject to the
indemnifying party's rights above.
14. LIMITATION OF LIABILITY
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14.1 Except as specifically provided in this agreement, Kronos and its Suppliers will not be liable for any damages or injuries caused by the
use of the services or by any errors, delays, interruptions in transmission, or failures of the Services.
14.2 Except for Kronos' indemnification obligations set forth in Section 13 above, the total aggregate liability of Kronos or Kronos' suppliers to
Customer and/or any third party in connection with the 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 (12) month period
immediately preceding the date in which such claim arises.
14.3 except for Kronos' indemnificationobligationsset forth in Section 13 above, in no event shall Kronos or Kronos' 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 cost of procurement of substitute services resulting from
delays, nondeliveries, misdeliveries or services interruption, however caused, arising from or related to the Services or the 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,
14.4 Except with respect to liability arising from Kronos' gross negligence or willful misconduct, Kronos disclaims any and all liability, including
without limitation liability related to a breach of data security and confidentiality obligations, resulting from any externally introduced harmful
program (including without limitation viruses, trojan horses, and worms), Customer's Content or applications, third party unauthorized access
of Equipment, SaaS Applications or systems, or machine error.
M
ro'i:i>=l OWN
SERVICE LEVEL AGREEMENT (SLA)
Service Level Agreement: The Services, in 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 D-1. SLAB are only applicable to production environments. SLAB 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 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 Customer's
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 than for reasons due to an Excluded Event, will entitle Customer to a credit as follows:
"Outage" means the accumulated time, 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 circuits provided by Customer, any inconsistencies or
changes in Customer's source environment, including either intentional or accidental connections or disconnections to the environment; (c)
Force Majeure events; (d) scheduled or emergency maintenance, alteration or implementation provided during the Maintenance Period
defined below; (e) any suspension of the Services in accordance with the terms of the Agreement to which this Exhibit D-1 is attached; (f) the
unavailability of required Customer personnel, including as a result of failure to provide Kronos with accurate, current contact information; or
(g) using an Application in a manner inconsistent with the product documentation for such Application.
"Maintenance Period" means scheduled maintenance periods established by Kronos to maintain and update the Services, when necessary.
During these Maintenance Periods, the Services are available to Kronos to perform periodic maintenance services, which include vital
software updates. Kronos will use its commercially reasonable efforts during the Maintenance Period to make the Services available to
Customer; however, some changes will require downtime, Kronos will provide notice for planned downtime via an email notice to the primary
Customer contact at least one day in advance of any known downtime so planning can be facilitated by Customer.
Currently scheduled Maintenance Periods for the Services are:
Monday through Friday 04:00 am — 06:00 am (U.S. easter time)
Saturday and Sunday 12:00 am — 06:00 am (U.S. eastern time)
Maintenance Periods include those maintenance periods mutually agreed upon by Customer and Kronos:
"Monthly Minutes (MM)" means the total time, measured in minutes, of a calendar month commencing of 12:00 am of the first day of such
calendar month and ending at 11:59 pm of the last day of such calendar month.
"'Total Minutes Not Available (TM)" means the total number of minutes during the calendar month that the Services are unavailable as the
result of an Outage.
Limitations: Service Credits will 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 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 any right to Service Credits not requested within this time period. All performance calculations and applicable Service
Credits are based on Kronos records and data unless Customer can provide Kronos with clear and convincing evidence to the contrary.
The Service Level Agreements in this Exhibit, and the related Service Credits, apply on 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 acknowledges that Kronos manages its network 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 anything 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
Actual Application Availability % ;service Credit to be applied to Customer's
as measured in a calendar month - month!invoice for the affected month
<99.75% to 98.75% 10%
,98.75% to 98.25°!0 15%
+98:25% to 97.75% 25%
<97.75 to 96.75% 35%
:96.75 50%
"Outage" means the accumulated time, 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 circuits provided by Customer, any inconsistencies or
changes in Customer's source environment, including either intentional or accidental connections or disconnections to the environment; (c)
Force Majeure events; (d) scheduled or emergency maintenance, alteration or implementation provided during the Maintenance Period
defined below; (e) any suspension of the Services in accordance with the terms of the Agreement to which this Exhibit D-1 is attached; (f) the
unavailability of required Customer personnel, including as a result of failure to provide Kronos with accurate, current contact information; or
(g) using an Application in a manner inconsistent with the product documentation for such Application.
"Maintenance Period" means scheduled maintenance periods established by Kronos to maintain and update the Services, when necessary.
During these Maintenance Periods, the Services are available to Kronos to perform periodic maintenance services, which include vital
software updates. Kronos will use its commercially reasonable efforts during the Maintenance Period to make the Services available to
Customer; however, some changes will require downtime, Kronos will provide notice for planned downtime via an email notice to the primary
Customer contact at least one day in advance of any known downtime so planning can be facilitated by Customer.
Currently scheduled Maintenance Periods for the Services are:
Monday through Friday 04:00 am — 06:00 am (U.S. easter time)
Saturday and Sunday 12:00 am — 06:00 am (U.S. eastern time)
Maintenance Periods include those maintenance periods mutually agreed upon by Customer and Kronos:
"Monthly Minutes (MM)" means the total time, measured in minutes, of a calendar month commencing of 12:00 am of the first day of such
calendar month and ending at 11:59 pm of the last day of such calendar month.
"'Total Minutes Not Available (TM)" means the total number of minutes during the calendar month that the Services are unavailable as the
result of an Outage.
Limitations: Service Credits will 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 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 any right to Service Credits not requested within this time period. All performance calculations and applicable Service
Credits are based on Kronos records and data unless Customer can provide Kronos with clear and convincing evidence to the contrary.
The Service Level Agreements in this Exhibit, and the related Service Credits, apply on 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 acknowledges that Kronos manages its network 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 anything 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 Kronos network, as reasonably determined by Kronos, the parties agree to co-operate, in good faith, to
resolve the issue.
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SECTION
ARONOS WORKFORCE READYO - SOFTWARE AS A SERVICE TERMS AND CONDITIONS
Customer and Kronos agree that the terms and conditions set forth in this Section E shall apply to the Kronos supply of the commercially
available version of the Workforce Ready® SaaS Applications in Kronos' hosting environment, the services related thereto, and the sale or
rental of Equipment (if any) specified on a Kronos Order Form. The Applications described on the Order Form shall be delivered by means of
Customer's permitted access to the Kronos infrastructure hosting such Applications.
1. DEFINITIONS
"Agreement" means these terms and conditions and the Order Form(s).
"Application(s)" or"SaaS Application(s)" means those Kronos software application programs set forth on an Order Form which are made
accessible for Customer to use under the terms of this Agreement. "Billing Start Date" means the date the billing of the Monthly Service
Fees commences as indicated on the applicable Order Form. The Billing Start Date of the Monthly Service Fees for any Services ordered by
Customer after the date of this Agreement which are incremental to Customer's then -existing Services shall be the date the applicable Order
Form is executed by Kronos and Customer.
"Customer Content" means all content Customer, or others acting on behalf of or through Customer, posts or otherwise inputs into the
Services.
"Documentation" means technical publications published by Kronos relating to the use of the Services.
"Educational Content" has the meanings ascribed in Section 7.3.
"Equipment" means the Kronos equipment purchased or rented by Customer under this Agreement.
"Initial Term" means the initial term of the Services as indicated on the Order Form.
"Monthly Service Fee(s)" means the monthly fees described in an Order Form. Monthly Service Fees include fees for usage of the
Applications, the Services, and Equipment rental, if any. Billing of the Monthly Service Fee(s) commences on the Billing Start Date.
"Order Form" means an order form mutually agreed upon by Kronos and Customer setting forth the items ordered by Customer and to be
provided by Kronos and the fees to be paid by Customer.
"Personally Identifiable Data" means information concerning individually identifiable employees of Customer that is protected against
disclosure under applicable law or regulation,
"Renewal Term" means the renewal term of the Services as indicated on the Order Form.
"Services" means (i) accessibility to the commercially available version of the Applications by means of access to the password protected
customer area of a Kronos website, and all such services, items and offerings accessed by Customer therein, and (ii) the Equipment rented
hereunder, if any.
"Supplier" means any contractor, subcontractor or licensor of Kronos providing software, equipment and/or services to Kronos which are
incorporated into or otherwise related to the Services.
"Term" means the Initial Term and any Renewal Terms thereafter
2. TERM
2.1 The Services shall commence on the Billing Start Date, and shall continue for the Initial Term or until terminated in accordance with the
provisions hereof. At the expiration of the Initial Term and each Renewal Term as applicable, the Services shall automatically renew for
additional Renewal Terms until terminated in accordance with the provisions hereof.
2.2 Customer may terminate the Services and this Agreement for convenience upon ninety (90) days prior written notice subject to
Customer's payment of the Services performed and Equipment delivered prior to the effective date of termination. Kronos may terminate the
Services and this Agreement to be effective at the expiration of the then current Term upon no less than sixty (60) days prior written notice,
2.3 Either party may terminate the Services and the Agreement upon a material breach of the Agreement by the other party if such breach is
not cured within fifteen (15) days after receipt of written notice. Notwithstanding the foregoing, Kronos may suspend the Services immediately
upon notice in the event of any Customer breach of Sections 4 (Rights to Use), 5 (Acceptable Use), or Section B.4 (Confidential Information).
2.4 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 laws, or files a petition seeking reorganization, the other party may request
adequate assurances of future performance. Failure to provide adequate assurances, in the requesting party's reasonable discretion, within
ten (10) days of delivery of the request shall entitle the requesting party to terminate the Agreement immediately upon written notice to the
other party.
2.5 If the Agreement is terminated for any reason:
(a) Customer shall pay Kronos within thirty (30) days of such termination, all fees accrued under this Agreement prior to the effective date of
such termination, provided however, if Customer terminates for material breach of the Agreement by Kronos, Kronos shall refund Customer
30
any pre -paid fees for services not delivered by Kronos;
(b) Customer's right to access and use the Applications shall be revoked and be of no further force or effect and return rented Equipment as
provided in Section 9.1 below;
(c) No more than fifteen (15) days after termination (or Upon Customer's written request at any time during the Term), Kronos will provide to
Customer, at no charge to Customer, the Customer Content. After such time period, Kronos shall have no further obligation to store or make
available the Customer Content and will securely delete any or all Customer Content without liability;
(d) Customer agrees to timely return all Kronos-provided materials related to the Services to Kronos at Customer's expense or, alternatively,
destroy such materials and provide Kronos with an officer's certification of the destruction thereof; and
(e) All provisions in the Agreement, which by their nature are intended to survive termination, shall so survive.
3. FEES AND PAYMENT
3.1 Customer shall pay Kronos the Setup Fees, the Monthly Service Fees and any additional one time, set-up or recurring fees, all as defined
on the Order Form. Billing will commence on the Billing Start Date with the Monthly Service Fees to be billed on the frequency set forth on the
Order Form ("Billing Frequency"). Unless otherwise indicated on the Order Form, Kronos will bill Customer for all implementation services in
advance. Purchased Equipment will be billed upon shipment of such Equipment. Customer authorizes Kronos to charge the debit card or
credit card on file with Kronos in an amount equal to the Monthly Service Fees as all such fees become due under this Agreement. For all
other payments and fees due under this Agreement, payment shall be due 30 days following date of invoice unless otherwise indicated on an
Order Form. Except as expressly set forth in the Agreement, all amounts paid to Kronos are non-refundable. Customer is responsible for all
applicable taxes relating to the goods and services provided by Kronos hereunder (including without limitation GST and/or VAT if applicable),
excluding taxes based on Kronos' income or business privilege.
3.2 The Setup Fees shall be invoiced upon execution of the Agreement 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. Third party setup and monthly fees shall be
be charged for that full monthly period and each monthly period of the Term thereafter; Monthly SerMce Fees for Services added after the 15"'
day of a given month will begin to accrue as of the "I" day of the following month and will be charged for each monthly period of the Term
thereafter. Monthly Service Fees shall be invoiced promptly following the end of the calendar month in which the Monthly Service Fees were
accrued. Kronos will monitor Customer's "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 identified
on the Order Form either on a: (a) per month basis; (b) per active employee (herein "Active Employee") per month usage basis; (c) per
transaction basis (e.g.: pay statement); or, (d) per access point. For purposes of the Agreement, an employee shall be deemed an Active
Employee during any applicable billing period if through the Services: (i) time has been entered for such employee; (ii) records have been
included for such employee for the purpose of processing payroll; (iii) records have been included for such employee within an import/export
process; (iv) such employee has accessed the Services, regardless of the purpose; (v) benefit time has been accrued for such employee; or
(vi) such employee has been marked by Customer as having an "Active" status during the period.
3.3 Customer agrees that except in those circumstances in which Customer is entitled to invoke the termination for cause provision set forth
in Section 2.3 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") which shall be calculated by
Kronos based the amounts identified on all Order Forms for Customer's 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 Agreement 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 up to and including the last day of the month in which the effective date of termination occurs.
3.4- If any amount owing under this or any other agreement between the parties is thirty (30) or more days overdue, Kronos may, without
limiting Kronos' rights or remedies, suspend Services until such amounts are paid in full. Kronos will provide at least seven (7) days' prior
written notice that Customer's account is overdue before suspending Services.
3.5 At latest of (i) one (1) year after the effective date of this Agreement, or (ii) expiration of the Initial Term, and at each annual
anniversary of that date thereafter, Kronos may increase the Monthly Service Fee rates in an amount not to exceed four percent (4%). The
increased Monthly Service Fees will be reflected in the monthly invoice following the effective date of such increase without additional notice
4. RIGHTS TO USE
4.1 Subject to the terms and conditions of the Agreement, Kronos- hereby grants Customer a limited, revocable, non-exclusive, non-
transferable, non -assignable right to use during the Term and for internal business purposes only: a) the Applications and related services,
including the Documentation and training materials; and, b) any embedded third party software, libraries, or other components, which form a
part of the Services. The Services contain proprietary trade secret technology of Kronos and its Suppliers. Unauthorized use and/or copying
of such technology are prohibited by law, including United States and foreign copyright law. Customer shall not reverse compile, disassemble
or otherwise convert the Applications or other software comprising the Services into uncompiled or unassembled code. Customer
acknowledges and agrees that the right 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 features 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 data processing services that make use of the Services without the express prior written consent of
Kronos. No license, right, or interest in any Kronos trademark, trade name, or service mark, or those of Kronos' licensors or Suppliers, is
granted hereunder. When using and applying the information generated by the Services, Customer is responsible for ensuring that Customer
complies with applicable laws and regulations.
4.2 Customer may authorize its third party contractors and consultants to access the Services through Customer'sadministrative access
31
privileges on an as needed basis, provided Customer: a) abides by its obligations to protect Confidential Information as set forth in this
Agreement; b) remains responsible for all such third party usage and compliance with the Agreement; and c) does not provide such access to
a competitor of Kronos who provides workforce management services.
4.3 Customer acknowledges and agrees that, as between Customer and Kronos, Kronos retains ownership of all right, title and interest to the
Services, all of which are protected by copyright and other intellectual property rights, and that, other than the express rights granted herein
and under any other agreement in writing with Customer, Customer shall not obtain or claim any rights in or ownership interest to the Services
or any associated intellectual property rights in any of the foregoing. Customer agrees to comply with all copyright and other intellectual
property rights notices contained on or in any information obtained or accessed by Customer through the Services.
4.4 Kronos will make updates and upgrades to the Services (tools, utilities, improvements, third party applications, general enhancements)
available to Customer at no charge as they are released generally to its customers as part of the Services. Customer 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.,
4.5 Kronos reserves the right to change the Services, in whole or in part, including but not limited to, the Internet based services, technical
support options, and other Services -related policies. Customer's continued use of the Services after Kronos posts or otherwise notifies
Customer of any changes indicates Customer's agreement to those changes.
5. 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 shall take any action that would be in violation of this Agreement.
5.2 Customer represents and warrants to Kronos that Customer has the right to publish and disclose the Customer Content in connection
with the Services. Customer represents and warrants to Kronos that the Customer Content: (a) does not infringe or violate any third -party
right, including but not limited to intellectual property, privacy, or publicity rights, (b) is not abusive, profane, or offensive to a reasonable
person, or, (c) is not hateful or threatening..
5.3 Customer will not (a) use, or allow the use of, the Services in contravention of any federal, state, local, foreign or other applicable law, or
rules 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; (c) excessively
overload the Kronos systems used to provide the Services; (d) perform any security integrity review, penetration test, load test, denial of
service simulation or vulnerability scan; (e) use any tool designed to automatically emulate the actions of a human user (e.g., robots); or, (f)
otherwise act in a fraudulent, malicious or negligent manner when using the Services.
6. CONNECTIVITY AND ACCESS
Customer acknowledges that Customer shall (a) be responsiblefor securing, paying for, and maintaining connectivity to the Services
(including any and all related hardware, software, third party services and related equipment and components); and (b) provide Kronos
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 obligations under the Agreement. Customer will make all necessary arrangements
as may be required to provide access to Customer's computer and network environment if necessary for Kronos to perform its obligations
under the Agreement. Kronos is hereby (i) granted access to such Customer data to perform its obligations under the Agreement and (ii)
authorized to audit the number of Active Employee counts or other transactions that have occurred to measure Usage,.
7. IMPLEMENTATION AND SUPPORT
7.1 Implementation. Kronos will configure the Services utilizing scheduled remote resources. Software module configuration will be based on
information and work flows 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 responsibilities are described more specifically in the Services Implementation Guideline set forth at:
lit ,l# �„,, „pa=�rr�r�s.csornipructl rktoro-�^eadvlimf5lemntatapn��ldnes.as s�
7.2 Standard Support. Kronos will provide telephone support 8`.00 a.m. to 5:00 p.m., local time, Monday — Friday. Customers also shall be
provided the capability to log questions online via the Kronos Customer Portal.
7.3 Equipment Support. If Equipment is rented in accordance with Section 9.1 below or if Equipment Support Services are purchased for
Equipment purchased in accordance with Section 9.2 below, Kronos will provide the following Depot Exchange Support Services to Customer:
(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 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 Kronos Depot Repair Center, and Customer will be provided with a Return Material Authorization
Number (RMA) for the failed 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. Hours of operation, locations and other information related to
Kronos' Depot Repair Centers are available upon request and are subject to change. Return and repair procedures for failed Equipment shall
be provided based on the Depot option - Depot Exchange or Depot Repair - selected by Customer on the applicable Order Form and as
specified herein and in Kronos' then -current Support Services Policies,
(b) Kronos will provide a replacement for the failed Equipment at the FRU or subassembly level on an "advanced exchange" 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 Policies,_ REPLACEMENT EQUIPMENT MAY BE NEW OR RECONDITIONED. Customer shall specify the address to which the
Equipment is to be shipped. All shipments will include the Kronos provided RMA designating the applicable Kronos Depot Repair Center, as
the recipient. Customer, upon receipt 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 Equipment directly to Kronos.
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(c) Equipment support also includes Customer access to Equipment service packs via the Kronos Customer Portal
7.4_ Educational Materials and Content, Customer will have access to certain educational materials and content (the "Educational Content")
within the Services. Customer recognizes and agrees that the Educational Content is copyrighted by Kronos. Customer is permitted to make
copies of the Educational Content provided in "pdf form solely for Customer's internal training purposes and may not disclose such
Educational Content to any third party other than Customers employees. Customer may not edit, modify, revise, amend, change, alter,
customize or vary the Educational Content without the written consent of Kronos, provided that Customer may download and modify contents
of Training Kits solely for Customer's internal use
8. Customer content
Customer shall own all Customer Content. Kronos acknowledges that all of the Customer Content is deemed to be the Confidential
Information of Customer. Notwithstanding the foregoing, Customer grants Kronos permission to combine Customer's business data with that
of other customers in a manner that does not identify 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, monitor Customer Content from time to time to ensure
compliance with the Agreement and applicable law.
9. EQUIPMENT
If Customer purchases or rents Equipment from Kronos, a description of such Equipment (model and quantity), the applicable pricing, and
delivery terms shall be listed on the Order Form.
9.1 Rented Equipment. The following terms apply only to Equipment Customer rents from Kronos:
a) Rental Term and Warranty Period. The term of the Equipment rental and the 'Warranty Period" for such Equipment shall run
coterminously with the Term of the other Services provided under the Agreement.
b) Insurance. Customer shall insure the Equipment for an 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 loss, theft or damage after shipment of the Equipment to
Customer shall relieve Customer from Customer's obligations under the Agreement.
c) Location/Replacement. Customer shall not make any alterations or remove the Equipment from the place of original installation
without Kronos' prior written consent. Kronos shall have the right to enter Customer's 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 alternative 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 All Equipment is, and at all times shall remain, separate items of
personal property, notwithstanding such Equipment's 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 7.
f) Return of Equipment. Upon termination of the Agreement or the applicable Order Form, Customer shall return, within thirty (30)
days of the effective date of termination and at Customer's expense, the Equipment subject to this Section 9.1. Equipment will be
returned to Kronos in the same condition as and when received, reasonable wear and tear excepted. If Customer fails to return
Equipment within this time period, upon receiving an invoice from Kronos, Customer shall pay Kronos the then list price of the
unreturned Equipment.
9.2 Purchased Equipment: The following terms apply only to Equipment Customer purchases from Kronos:
a) Ownership and Warranty 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 otherwise required by law).
b) Equipment Support. Kronos shall provide to Customer the Equipment support services described in this Agreement if purchased
separately by Customer as indicated on the applicable Order Form. If purchased, Equipment support services have a term of one
(1) year commencing upon expiration of the Warranty Period. Equipment support services will be automatically extended for
additional one year terms on the anniversary of its commencement date ("Renewal Date"), unless either party has given the other
thirty (30) days written notification of its intent not to renew. Kronos may change the annual support charges for Equipment support
services effective at the end of the initial one (1) year term or effective on the Renewal Date, by giving Customer at least thirty (30)
days prior written notification..
10. SERVICE LEVEL AGREEMENT
Kronos shall: (a) provide basic support for the Services at no additional charge, (b) use commercially reasonable efforts to make the Services
available 24 hours a day, 7 days a week, except for: (i) planned downtime (when it shall give at least 8 hours notice via the Services and shall
schedule to the extent practicable during the weekend hours from 6:00 p.m. Friday to 3:00 a.m. Monday, Eastern Time), or (ii) any
unavailability caused by circumstances beyond Kronos' reasonable control, including without limitation, acts of nature, acts of government,
floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Kronos employees), internet
service provider failures or delays, or denial of service attacks; and (iii) provide Services in accordance with applicable laws and government
regulations.
11. LIMITED WARRANTY; DISCLAIMERS OF WARRANTY
11.1 Kronos represents and warrants to Customer that the Services, Under normal operation as specified in the Documentation and when
used as authorized herein, will perform substantially in accordance with such Documentation during the Term.
11.2 Kronos' sole obligation and Customer's sole and exclusive remedy for any breach of the foregoing warranty is limited to Kronos'
reasonable commercial efforts to correct the non -conforming Services at no additional charge to Customer. In the event that Kronos is unable
to correct material deficiencies in the Services arising during the Warranty Period, after using Kronos' commercially reasonable efforts to do
so, Customer shall be entitled to terminate the then remaining Term of the Agreement as Customer's sole and exclusive remedy. Kronos'
33
obligations hereunder for breach of warranty are conditioned 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 or verify the same.
11.3 Kronos 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, Customer's sole and exclusive remedy shall be Kronos' repair or replacement of the deficient
Equipment, at Kronos' option, provided that Customer's use, installation and maintenance thereof have conformed to the Documentation for
such Equipment. This warranty is extended to Customer only and shall not apply to any Equipment (or parts thereof) in the event of:
a) damage, defects or malfunctions resulting from misuse, accident, neglect, tampering, (including without limitation modification or
replacement 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 provided for in this Section 11, Kronos hereby disclaims 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 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 representations concerning the
compatibility of the Services, the SaaS Applications or the equipment nor any results to be achieved therefrom.
12.0 DATA SECURITY
12.1 As part of the Services, Kronos shall provide administrative, physical, and technical safeguards for the protection of the security,
confidentiality and integrity 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 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 governing the respective activities of the parties under the
Agreement.
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 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' 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 Kronos'
duties and responsibilities under the Agreement or as required by law.
12.3 Prior to initiation of the Services under the Agreement and on an ongoing basis thereafter, Customer agrees to provide notice to Kronos
of any extraordinary privacy or data protection statutes, rules, or regulations which are or become 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
Personally Identifiable Data by Kronos or Kronos' Supplier's data center is pennitted 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.
13. INDEMNIFICATION
13.1 Kronos shall defend Customer and its respective directors, officers, and employees (collectively, the "Customer Indemnified Parties"),
from and against any and all notices, charges, claims, proceedings, actions, causes of action and suits, brought by a third party (each a
"Claim") alleging that the permitted uses of the Services infringe or misappropriate any United States or Canadian copyright or patent and will
indemnify and hold harmless the Customer Indemnified Parties against any liabilities, obligations, costs or expenses (including without
limitation reasonable attorneys' fees) actually awarded to a third party as a result of such Claim by a court of applicable jurisdiction or as a
result of Kronos' settlement of such a Claim. In the event that a final injunction is obtained against Customer's use of the Services by reason
of infringement or misappropriation of such copyright or patent, or if in Kronos' opinion, the Services are likely 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 provided in the Agreement, (b) replace or modify the Services so that the
Services become non -infringing but remain substantively similar 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 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 liability 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 the Documentation for such Service or as
authorized by the Agreement; (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 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 Kronos' or Supplier's recovery rights
with respect to such infringement claims, provided that Kronos or Kronos' Supplier shall use commercially reasonable efforts at Customer's
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, its Suppliers and their respective directors, officers,
employees, agents and independent contractors (collectively, the "Kronos Indemnified Parties") from and against any and all Claims alleging
that: (a) employment-related claims arising out of Customer's configuration of the Services; (b) Customer's modification or combination of the
Services with other services, software or equipment not furnished by Kronos, provided that such Customer modification or combination is the
cause of such infringement and was not authorized by Kronos; or, (c) a claim that the Customer Content infringes in any manner any intellectual
property right of any third party, or any of the Customer Content contains any material or information that is obscene, defamatory, libelous, or
slanderous violates any person's right of publicity, privacy or personality, or has otherwise caused or resulted in any tort, injury, damage or
harm to any other person. Customer will have sole control of the defense of any such action and all negotiations for its settlement or
compromise.
34
13.4 The Indemnified Party(ies) shall provide written notice to the indemnifying 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 indemnifying party shall be relieved from
providing such indemnity to the extent of the delay's impact on the defense. The indemnifying party shall have sole control of the 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 restrictions on the applicable Indemnified Parties without the prior written consent of the other
party. The Indemnified Parties shall cooperate fully, at the indemnifying party's request and expense, with the indemnifying party in the
defense, settlement or compromise of any such action. The indemnified party may retain its own counsel at its own expense, subject to the
indemnifying party's rights above.
14. LIMITATION OF LIABILITY
14.1 Except as specifically provided in this Agreement, Kronos and its Suppliers will not be liable for any damages or injuries caused by the
use of the Services or by any errors, delays, interruptions in transmission, or failures of the Services:
14.2 except for Kronos' indemnification obligations set forth in Section 13 above, the total aggregate liability of Kronos or Kronos' Suppliers to
Customer and/or any third party in connection with the 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 (12) month period
immediately preceding the date in which such claim arises.
14.3 Except for Kronos' indemnification obligations set forth in Section 13 above, in no event shall Kronos or Kronos' 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 cost of procurement of substitute services resulting from
delays, nondeliveries, misdeliveries or services interruption, however caused, arising from or related to the Services or the 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.
14.4 EXCEPT WITH RESPECT TO LIABILITY ARISING FROM KRONOS' GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, KRONOS
DISCLAIMS ANY AND ALL LIABILITY, INCLUDING WITHOUT LIMITATION LIABILITY RELATED TO A BREACH OF DATA SECURITY
AND CONFIDENTIALITY OBLIGATIONS, RESULTING FROM ANY EXTERNALLY INTRODUCED HARMFUL PROGRAM (INCLUDING
WITHOUT LIMITATION VIRUSES, TROJAN HORSES, AND WORMS), CUSTOMER'S CONTENT OR APPLICATIONS, THIRD PARTY
UNAUTHORIZED ACCESS OF EQUIPMENT, SAAS APPLICATIONS OR SYSTEMS, OR MACHINE ERROR,
35
EXHIBIT F
KRONOS ADDENDUM
The parties hereby agree that the following terms and conditions are supplemental terms and conditions to the Agreement and are applicable
to the Voxeo Prophecy service ("Voxeo Prophecy"), a service of Aspect Software Inc., which Kronos is authorized to resell. The Voxeo
Prophecy service can be ordered either on a licensed basis (in which case Voxeo Prophecy is only available with a perpetual license to
Workforce Telestaff and is not hosted by Kronos) ("Licensed Based") or on a per minute basis ("Usage Based").
Pescrirtitiop, Voxeo Prophecy is an Interactive Voice Response (IVR) solution, provided solely for Customer's internal use, by which
Customer may initiate phone calls to staff members to fill vacancies or receive notifications of work opportunities for employees who are
licensed to use the Kronos Workforce TeleStaff® product. Each exchanged message (notice, response, confirmation, denial) shall be
considered an "Interaction."
Maintenance.
Voxeo Prophecy maintenance will entitle Customer to Voxeo Prophecy phone support and software updates and shall commence upon Order
execution. For Usage Based Voxeo Prophecy, maintenance will be provided at the same level of support as Customer's Workforce TeleStaff
product at no additional charge, For Licensed Based Voxeo Prophecy, Customer must purchase maintenance for both Workforce TeleStaff and
Voxeo Prophecy, and maintenance for Voxeo Prophecy will be charged at the same level of support as Workforce TeleStaff (i.e. Gold or
Platinum).
tM,{,aleentation. To initiate and setup administration of the required communications, Kronos will perform the standard implementation of
Voxeo Prophecy, including configuration, as described in the Statement of Work ("SOW") signed by the Customer. Any additional professional
services for non-standard implementation services will be provided at mutually agreed upon rates subject to a separate Order Form or a separate
statement of work mutually agreed upon by both parties.
Payment. Kronos will invoice Customer for the Voxeo Prophecy implementation/configuration professional services fees set forth in the
applicable SOW and Order Form, pursuant to the Agreement and on the payment terms set forth therein. Kronos will invoice Customer as
follows: (i) for the license fees and annual maintenance associated with the Licensed Based Voxeo Prophecy as indicated on the Order Form; or
(ii) each month in arrears for the Usage Based Voxeo Prophecy usage fees for the total actual number of metered minutes used each month (the
"Minute Usage Fee") at a rate of $0.13 per minute. Customer's right to begin using the service shall begin upon activation of the service after
implementation/configuration:
Customer will pay invoices issued by Kronos hereunder within thirty (30) days of receipt.
Restri ti ns n Vox o Pro hec' ervl 'LLA i i n i fins n ibilities. Customer agrees that Voxeo Prophecy has not been designed for,
and may not be used as, a means to connect with 911 or E911 emergency services. Kronos shall have no liability for any delays, failures or
unavailability of Voxeo Prophecy due to transmission or other delays, errors or problems beyond Kronos' control, or any other interruptions
caused by the mobile communications network and/or mobile devices. Use of Voxeo Prophecy is subject to the software license terms set
forth in the Agreement as well as the Acceptable Use Policy found at: b&L/4yqKqQcAm1aV2;and Customer agrees that it shall be liable for all
loss, damage or injury that may result from Customer's failure to abide by such Policy. Customer acknowledges that communications
occurring through Voxeo Prophecy may be subject to standard mobile carrier policies or government regulatory requirements for mobile
communications.
Voxeo ero hey Secu . - The Voxeo Prophecy service relies upon a third party hosted communication platform. , Accordingly,
notwithstanding any other provision of the Agreement or this Addendum to the contrary, Customer understands and acknowledges that the
exclusive statement of the security protections provided for i) Interactions by Customer and its employees through Voxeo Prophecy, and ii) all
associated data, is found at: h t ellaoxeo,com/ rivac `- oli J under the heading "Security of Your Personal Information."
Renewal and Termination. The initial Term is twelve months. At the expiration of the initial Term, the Term shall automatically renew on
month-to-month basis until terminated in accordance with the provisions hereof. At any time: (i) Customer may terminate the Voxeo Prophecy
service for convenience upon thirty (30) days prior written notice, and (ii) Kronos may terminate the Voxeo Prophecy service for convenience
upon one hundred and twenty (120) days prior written notice. Kronos may increase the per minute rate upon renewal with sixty (60) days prior
written notice for use based Voxoe Prophecy.
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