HomeMy WebLinkAbout2014-372# ' f • �;IRM
WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for
an Automated Timekeeping and Attendance Software System in accordance with the procedures of
State law and City ordinances; and
WHEREAS, the City Manager or a designated employee has received and reviewed and
recommended that the herein described proposals are the most advantageous to the City considering
the relative importance of price and the other evaluation factors included in the request for proposals; -
and
WHEREAS, the City Council has provided in the City Budget for the appropriation of funds
to be used for the purchase of the materials, equipment, supplies or services approved and accepted
herein; NOW, THEREFORE,
SECTION I, The items in the following numbered request for proposal for materials,
equipment, supplies or services, shown in the "Request for Proposals" on file in the office of the
Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City
considering the relative importance of price and the other evaluation factors included in the request
for proposals.
RFP
NUMBER CONTRACTOR AMOUNT
5565 Kronos Incorporated
SECTION 2. By the acceptance and approval of the above numbered items of the submitted
proposals, the City accepts the offer of the persons submitting the proposals for such items and
agrees to purchase the materials, equipment, supplies or services in accordance with the terms,
specifications, standards, quantities and for the specified sums contained in the Proposal Invitations,
Proposals, and related documents.
SECTION 3. Should the City and person submitting approved and accepted items and of the
submitted proposals wish to enter into a formal written agreement as a result of the acceptance,
approval, and awarding of the proposals, the City Manager or his designated representative is hereby
authorized to execute the written contract; provided that the written contract is in accordance with
the terms, conditions, specifications, standards, quantities and specified sums contained in the
Proposal and related documents herein approved and accepted.
SECTION_4. The City Council of the City of Denton, Texas hereby expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City of Denton
under RFP 5565 to the City Manager of the City of Denton, Texas, or his designee.
SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council
hereby authorizes the expenditure of funds therefor in the amount and in accordance with the
approved proposals.
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval.
PASaSI,,]) AND A111)1�0VI"D this �.l e play cal' u. �& " 14.
. WATTS MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
as
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CONTRACT #14,JLR-003
THIS AGREEMENT, made this 18th day of March . 2014. 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 for and in consideration of the payments and agreements hereinafter mentioned, to
be made and performed by the OWNER, the CONTRACTOR, hereby agrees with the OWNER to commence and
complete the services described as follows:
RFP 14-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-JLR-003, and subsequent terms and conditions attached
herein.
Hereinafter called the contract, for the period March 18, 2014 through March 17, 2017, and all extra work in
connection therewith, under the terms as stated in the General and Special Conditions of the RFP Document; and
the related terms and conditions attachment, at his (its or their) own proper cost and expense to furnish all the
materials, supplies, and other accessories and services necessary to complete the said project in accordance
with the conditions and prices stated in the Final Proposal, all of which are made a part hereof and collectively
evidence and constitute the Contract.
This is an Indefinite quantity contract with no specific assigned dollar value.
IN WITNESS WHEREOF, the parties to these presents have executed this in the year and day first above
mentioned.
Harford County Public Schools
��"� /-,�i
Jeffrey 0P&rta,0PPB, Supervisor of Purchasing
4 11,54
Date
Kronos Incorporated
Company Name
John O'Brien
Company Representative Printed Name
2121/14
Date
KRONOS TERMS AND CONDITIONS FOR PARTICIPATING PUBLIC AGENCIES ADMINISTERED BY US COMMUNITIES (103113Vi)
KRONOS TERMS
A PARTICIPATING PUBLIC AGENCY ("CUSTOMER"). BY SIGNING AN ORDER FORM OR PURCHASE ORDER WITH KRONOS
INCORPORATED, AGREES TO THE APPLICATION OF THESE TERMS AND CONDITIONS FOR ALL PRODUCTS, SERVICES AND
OFFERINGS SET FORTH ON SUCH ORDER FORM (OR PURCHASE ORDER) WHICH REFERENCES THESE TERMS AND CONDITIONS.
SECTION A: GENERAL TERMS AND CONDITIONS. This Section apply for all transactions.
SECTION B: TERMS AND CONDITIONS FOR SOFTWARE LICENSES, SOFTWARE AND EQUIPMENT SUPPORT SERVICES, AND
EDUCATIONAL AND PROFESSIONAL SERVICES. This Section apply for all transactions except Workforce Ready
and the Workforce Central SaaS offering ( not including the professional and educational services governed by this
Sectlonj
SECTION C: CLOUD HOSTING SUPPLEMENTAL TERMS AND CONDITIONS. This Section applies only for transactions that
Involve Kronoe hosting for Software licensed under Section B and Identified as CLOUD 2.
SECTION C-1: APPLICATION HOSTING TERMS AND 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 SAAS TERMS AND CONDITIONS. This Section applies only for Workforce Central
transactions In a SaaS envirorxnent (except for the related professional and aducatlonal services see Section B)
SECTION E: KRONOS WORKFORCE READY SAAS TERMS AND CONDITIONS. This Section applies only for Workforce Ready
transactions.
SECTION A: GENERAL TERMS AND CONDITIONS
1. APPLICATION OF THESE TERMS
These terms and conditions apply to each order accepted by Kmnos Incorporated ('Kroms') from an eligible Participating Public Agency
('Customer`) for all Kronos Equipment, Software, Professional and Educational Services, Support and such other Krows offerings, as specified
on an order form (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:
(1) Section B shall apply to the Software licenses and purchased Equipment, support services. and professional and educational services,
(N) Section C shell apply to the Hosting Services purchased In connection with certain Software licensed under Section B,
(10) Section D shall apply to the Workforce Central Saas Orders, and
(iv) Section E shall apply to the Workkm Ready Saes Order.
AM 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.
2. APPLICABLE LAWS
This Agreement shall be governed by the stale 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" o1 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 Contrails for the In(emational Sale of Goods as to the Interpretation or enforcement of this Agreement
3. EXPORT
Customer acknowledges that the Equipment and Software may be restricted by the United States Goverment or by the country In which the
Equipment or Software Is 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 terminalfon or expiration of the Order Forth. Customer must obtain Kronos prior written
consent before exporting the Software.
4. CONFIDENTIAL INFORMATION
'Confidential InformadW Is defined as information that Is: f) disclosed between the parties after the date of this Agreement that Is considered
eartfidentfal or proprietary to the disclosing party: and N) Identified as 'confidential' at the time of disclosure, or would be reasonably obvious to the
receiving party to constitute ranfidenlial Information because of legends or other markings by the rlrcumslonces 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 Infonnallon of the other party with at
least the same degree of care and confidentially, but not less than a reasonable standard of cane, 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 porch's Confidential Information, or use It for any purpose not
expRdtly set forth heraln, without the prior written consent of the other party. NotwIthstarxfing the foregoing, a party may disclose Confidential
information to the extant 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 connecfon with tine Agreement and who are under obligations of non disclosure agreement at least as stringent as this section 4,
or (c) by law, or by a cmmt or gfovermmental agency, or O'necessary In army pmrAmding to establish rights or obllgations under the Agreement;
provided, the receiving, party shall, unless legally prohibited, provide this 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 shell 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 sufilclerrll evidence: (a) was right AV 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 wilhou t viotatlon of this Agreement; (c) is obtained by the receiving party in good
faith from a tl(rd party, having the rlrghf to disclose It wihout an obligation with respect to confidentiallly,, (d) is independently developed by the
racelvlog party without use of fhe discbaIng party s confidential informfion, which can be shown by tangible evidence.
5.TAXES
If Customer pmssents to Kronos a validly Issued tax-exempt certificate, or other sufficient evidence of tax exemption, Customer shall not be liable
for time 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, senricas or other charges hereunder, Including federal, stale and local sales and
excise taxes, and any taxes or amount In Neu thereof paid or payable by Kronos, exclusive of taxes based on Kronos net Income or business
privilege.
ti. TRAVEL EXPENSES
Customer agrees to reimburse Kronor for all pwapproverd, reasonable and necessary travel incurred by Kronos In the performance of Its
obligations under this Agreement, provided that such travel compiles with the then curenl Kronos Travel and Expense Policies (such policies are
avafiable upon request). Custorner kAher agrees to pay any travel expenses such as alrfare, lodging, meals and local transportation, Incurred by
Kronos In the performance of Its obligations under this, Agreement provided such expenses comply with the Kranos Travel and Expense Policies.
Customer will be billed by Krows for such travel expenses and payment thereof shall 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 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 sxh failure or delay results from an unforeseeable event beyond a party's
reasonable control, Including but not Ilmlted to, acts of war, ads of nature; earthquake; food; embargo; riot; sabotage; labor shortage or dispute;
changes In government codes, ordinances, lawn, miles, regulations or restrictions; failure of the Internet; terrorist ads; 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 fimm the responsible party's failure to timely place orders therefor, or lack of or delay In
transportation (each a "Force Majeure Evenl7.
(d) AN notices given under this Agreement shalt be In writing and sent postage pre -paid, If to Kro nos, to the Kronos address on the Order Form, or
If to Customer, to the bilAng address an the Order Form.
(e) The section headings herein are provided for convenience only and have no substantive effect on the construction of this Agreement
(Q The parties agree that the Order signed by both parties and expressly reference hula Agreement, which Is delivered via fax or electronically
deliverer via email it shall constitute a valid and onforceebte agreement..
(g) Tlhts Agrawnent and any Wormagon expressly kKxwporated (herein (Inclnirding Information contained In any referenced URL), together with the
applicable Order Form, corwitttile the entire agreement baton Una parties for the products and services described herein and supersede all prior
or conternporaraeous mpresenlationrs, negotiations, or other commurications between the parties relating to the subject matter of this Agreement
This Agrea menl may be amended only In writing skjned by authorized representatives of both parties. Customer understands and acknowledges
that while. K,ronos may disclose to customers certain conlldenllal Information regarding general product development direction, potential future
products arKVor product enhancements under oonslderatfon, Customer Is riot entitled to any products or product enhancements other than those
contained on the Order Form, Customer has not relied on the avabbility of any future version of the Software or Equipment Identified on an Order
Form, nor any other fubrre product in executing this Agreement
(h) Use, duplication, or disclosure by the United Stales Government Is subject to restrictions as set forth In subparagraph (c) (1) (ti) of the Rights In
Tadnndcai Data and Computer Software clause at WARS 252.227-7013, or subparagraph (cK1 x2) of the Commercial Computer Software
Restricted Rights clause at FAR 52.227-19. as applicable. Manufac4ueddisktbumr Is Kronos Incorporated, 297 Billerka Road Chelmsford. MA.
(1) The JSoss® Enterprise Middleware components embedded In the Software are "ad to the End User Ucernse Agreement found at
U) Customer may pay an Invoice by credit card If the amount Is not greater than $50,000.00.
SECTION B
TERMS AND CONDITIONS FOR SOFTWARE LICENSES, SOFTWARE AND EQUIPMENT SUPPORT SERVICES,
AND EDUCATIONAL AND PROFESSIONAL SERVICES
This Section B applies to Software licensed, 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 terns are Indicated on the Order Form or other contemporaneous ordering document
containing product-spedlic payment terms signed by the parties. Delivery terms are as stated on the Order Form ('DoiNW). Kronos coin Invoice
Customer for products upon Delivery. Unless otherwise set forth on the order Form, Professional and Educational Services are provided on a
lime and materials basis. Invoiced monthly as rendered.
Z GENERAL LICENSE TERMS
Kronos ovxm or has the right to license the Software. The Software and Software documentation are confidential and may riot be disclosed to a
third party without Kronor' 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
(excel as provided herein) Icense to use the Software. This license may be terminated by Kronos by written notice to Customer upon any
material breach of Oft Agreement by Customer which remains uncured for a period of tfhirty (30) days after such written notice from Krona. Upon
such termination of this ficanse by Kronos. Customer whg have no further right to use the Software and will return the Software media to Kronos and
destroy all eoplas of the Software (and related documentation) in Customer's possession or control. This license Is subject to all of the lens 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 ficensa fee peld by Customer.
Limitations, which are set forth on the Order Form, may Include the number of employees, slmultaneours or active users, Software product
modules. Software features, computer model and serial number and partition, and/or I ha number of telephone lines or terminals to which the
Software Is permitted to be connected. Customer agrees to:1) use the Software only for the number of employees, simultaneous or active users,
computer model, partition and serial number, and/or terminals permitted by the applicable license fee; 6) use only the product modules and/or
features permitted by the applicable license fees; and 111) use the Software only In support of Customers 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 re4cense or sublicense the Software
to, or otherwise permit use of the Software (Induding timesharing or networking use) by any third party. Cuslamer 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 uncanplled or unassembled code. The Programs Include components owned by Of
parties. Such third party components are deemed to be Software subject to this Section B. Customer shag 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 ropy the Programs as reasonably necessary to load and execute the Programs and for backup and disaster recovery and testing
purposes orgy, except for additional copies of the TeleNme Software and the Kronos ISedes (wh fch must be licensed separately). All copies of the
Programs or any part thereof, whether In printed or machine readable forth and whether on storage media or otherwise, are subject to all the
terns of this license, and all woes of the Programs or any part of the Programs shag 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 I avaliI of the Software
(collectively referred to as 'Updates'), such Updates shag be part of the Software and the provisions of this license shall apply to such Updates
and to the Software as modified thereby.
T. ACCEPTANCE
For Customer's Initial purchase of each Equipment and Software product Kronos shag provide an acceptance lest 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 shag 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 law the Equipment or Software
fags to meet the Specifications ('Deklency StatewAnlj within the Test Period, the Equipment and Software shall be deemed accepted. If Customer
provides a Deficiency Statement within the Test Period, Kronos sham have 30 days to correct the deficiency, and Customer shall have an
additional 30 days to evaluate the Equipment and Software. It 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 Kronor shag refund any monles paid by Customer to Kronos for the retuned Equipment
and Software. Neither party shag then have any (uxther liability to the other for the products that were the subject of the Acceptance Test.
8, LIMITED WARRANTY
Kronos warrants that al Kronos Equipment and Software media shag be free from defects In materials and workmanship, for a period of ninety
(00) days from Delivery, In the event of a breach of this warranty, Customer's remedy shag be Kronos' repair or replacement of the deflcle nt
Equipment and/or Software media, at Kronos' option, provided that Customer's use, installation and malnienance 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
oh
(a) damage, defects or malfunctions resulting from misuse, accident, ne4ect, tampef&rg, (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) (allure 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 usliV and applying the Information generated by Kronor' products, Customer Is tesponsIble for ensuring that C,uslamerco mplles with
requirements of federal and state law where apli able. It Customer cis licensing' Workforce Payroll Software or Wortkfoi Absence Management
Software^ (1) Customer is solely responsible, for the content and acre aracy of all relnorts and documents prepared In whole or In part by ushg such
Software, (it) usltV such Software does not release Customer of arty professional obligation concerning the preparattkan and review of such reports
and documents, (III) Customer does not retry upon Kronos, Best Software, Inc, or such Software for any advice or guidance regarding compilanta
with federal (and state laws where applicable) or the appropriate tax treatment of Items reflected on such reports or documents„ and IN) Customer
will review any calculations made by using such Software and satisfy, Itself that those calculations are correct,
9. PROFFESSHMAL AND EDUCATIONAL SERVICES
(a) ENGAGEMENTS
Unless otherwise Indicated on the Order, Professional and Educational Services ('Professional Services') shag be provided on a time and material
basfs and described In a statement of wok. It a dollar limit Is stated in the Order Form or any associated statement of work ("SOW"), the Omit
shag be deemed an estimate for Customer% budgeting and Krornos' rasouroa scheduling purposes. After the dollar limit Is expended, Kronos will
continue to provide Professional Services on a time and maledals basis, If a Change Order or Schedule of Services for continuation of the
Professional Services Is signed by the parties.
(b) WARRANTY
Kronor warrants that all professional and educational services performed under lids Agreement shall be performed in a professional and
competent manni in the event that Krorans breaches 1Ms warranty, and Customer so notifies Kronos within 30 days of receipt of Invoice for the
applicable s the Customer's remedy and Kronor' 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 PROFESSIONAUEDUCATIONAL SERVICES POLICIES
Kroniurrentl Profess4onalffiducationall Services Poi shall apply to all Professional and/or Educational Services purctnased under the
applicable Sow and may be accessed at (*Professional Services
Pollciee). In the event of a ooni*A between the Professional Services Policies and INs Agreement, the terms of this Agreement shaft prevail.
10. SOFTWARE SUPPORT SERVICES
The following terms and conditions shall govern the Software support services provided by Kronor 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
Typel, each providing different service coverage periods ardPor service offerings, as specdfled hem$n ("Smvf cra Offerings") and In the Kroras
Support Service Policies (defined ). Customer must purchase the same Service Type for all of O Software specified on the Order Form,
(however„ If Customer Is pcxdhasirg support services for Vislonware Saftwwmm, Customer may only purchase taokt Service Type for the
VIslonvere Software). All Updates shah be provided via remote attest.
10.2 TERM OF SOFTWARE SUPPORT
Unless otherwise indicated on lire Order Forum. 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 terns on the anniversary date of Its commencement date by mutual
million agreement of the parties or by Krui sending Customer ar Invoice for the applicable renewal term and Customer paying such Invoice
pdoar the commencement of such renewal term. After the one year IrWat term of this Agreement, the Service Offerings provided and the Service
Coverage period are subject to change by Kmnos 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:
p) Updates for the Software (not Including any Software for which Krems charges a separate license fee), provided that Customer's operating
system and equipment meet mdnimi system cot watkan requirements, as reasonably determined by Kronos. If Customer requests Kronos to
Instal such Updates or to provide retralnlri Customer ai to pay Kronor for such Installation or retraining at Krams' pricing set forth In this
Agreement.
(11) Telephone and/or electronic access to the Kronor 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 B:00 p.m„ khcal time, Monday Through Friday, excluding Kronor
holidays.
(III) Web -based support Including access to Software documentation, FAQ's, access to Kronos knowledge base, Customer forms, and erase
management, Such offerings are subject to modification by Kronos. Current offerings can be found at htto://www.kronos.com/senrlces/su000rt-
5eylcer.asox .
(Iv) Web -based remote diagnostic technical assistance which may be uUUzed by Kronos to resolve Software functional problems and user
problems during the Service Coverage Period.
(v) Access to specialized mordent as and when made available by Kronos such as technical advisories, learning quick tips, brown bag seminars,
technical Insider Ups, SHRM e-Leartdng, HR Payroll Answerforce and service rase studies.
10.4 PLATINUM AND PLUS SERVICE OFFERINGS:
Platinum: In addition to the Service Offerings specified for the Gold Service Offering above, the Service Coverage Period for the Platinum Service
Offering Is 24 tours 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 riot exclusive, Kroras 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 secondrary backup lechnlral contacts (Technical
Cordactsl to be the sole contacts with the TAM, while Customers purchasing the PtAnum-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 Kronor 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 o nsile visit, Kronor shall work with Customer to Identify ways to help Customer Increase functionality or maximize
utilization of the Software In Customer's specific wwhon nent Customer must be utilizing the then -current version of the Software.
10.5 PAYMENT
Customer shall pay amxial support charges for the Instal teem In accordance with the payment terns 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 terns. Customer
agrees to pay the charges for such addition as per the Order.
10.7 RESPONSIBILITIES OF CUSTOMER
Customer agrees (1) to provide Kronos personnel with full, free and safe access to Software for purposes of support. Including use of Kronor'
standard remote access technology, If required; (II) to maintain and operate the Software In an environment and according to procedures vh*; h
conform to the Specifications; and (Ill) rat to allow support of the Software by anyone other than Kronos without prior wrtiten authorization from
Kronos. Failure to utilize Kronos' remote access technology may delay Kronor' response and/or resolution to Customer's reported Software
problem. If Customer requires the use of a specfic remote access technology not specified by Kronos, then Customer must purchase the Plus
option to receive support and provide Kronos personnel with hut, free and safe access to the remote actress hardware and/or software.
10.11 DEFAULT
Customer shall have the right to terminate Kronos support services In the event Thal 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 evert/ 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 rl servoo in foe event the Customer is In default under thls Agreement with
Kmnos and such default Is not co reaed within fifteen (15) days after written notice. In addltfon, fro support services WO tenminate and at ctwg" due
thereunder will became Immediately due and payable In the event fhat Customer ceases to do business as a Ong concern or has its assets
assigned by law.
10.9 WARRANTY
Kronos warrants that all support services shall be performed In a professional and competent manner.
11. EQUIPMENT SUPPORT SERVICES
The following terms and conditions shall gbvem the equlpmeml suppod services pmvW%J by Kronos to Customer.
Kronos and Customer hereby agree Ebel Krwros shall provide depot ogdpmerd repair support services ("'Depot Support Servloes") for Customers
Kronos Equipment ('Products)") specflsd on an Order Form to and from for dons 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 terns on the anniversary of is commencement
date ("Renewal Date') by mutual written agreement of the parties or by Knows sending Customer an Invoice for the applicable renewal term and
Customer paying such Invoke 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 years annual support fee to the extent consistent with the
pricing set forth Oder the Agreement.
11.2 PAYMENT
Customer agrees to pay the Support Charges for the initial tern as set forth on the Order Form for each Product listed. Customer agrees that all
Products of the same type that are ousted by the Customer, fnduding without limitation Customers "Spare Products" (es 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 War 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 U annual fee for such additional Products, upon the renewal date.
Kruse will Invoice Customer for the annual Support Charges each year In advance of the Renewal Date. Customer will pay Kroras within thirty
(30) days of receipt of hhvolce.
11.3 DEPOT SUPPORT SERVICE DESCRIPTION
Upon the (allure of Installed Equipment Customer shall notify Kronos of such failure and Kroras will provide remote fault Isolation at the FRU
(Field Replacement Unit) or subassembly level and attempt to resolve the problem. Those (allures determined by Khans to be Equlpmerri related
shall be dispatched to a Krarws Depot Repair Center, and Customer will be provided with a Return Material Authorization Number (RMA) for the
failed Equipment If Customer is to velum the failed Equipment to Krems, 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
avallable upon request and can be found athtps:dcustomer.kronos.corm/contmUcantact-Oxx e.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: Krona will provide a replacement for the failed Equipment at the FRU or subassembly level on an "advanced exchange"
basis, ulllizfng a carrier of Kronos' choice. Replacement Equipment wil 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. AN shipments will include the Kronos provided RMA designellog the applicable Kronos Depot Repair
Center, as the recipient. Customer, upon receipt of the replacement Equipment from Krows, shall package the defective Equipment in the
materials provided by Kronos, with the RMA supplied and promptly return faded Equipment directly to Kronor.
(9) Depot Repair: Upon fallure of Installed Equipment, Customer shell 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 subslantiafy similar packing materials In which the original Equipment was senL Customer shall
also specify the address to which the repaired Equipment should be return slipped. Upon rece'Jpt of the failed Equipment, Kronos shall repair the
failed Equipment and ship it, within ten (10) business days after receipt, to Customer. Kronos sla$ 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 mama. In the event of a
breach of this warranty, the exclusive remedy of Customer and sole liability of Kronos shall be replacernerd 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 portat•, and
(it) Access to the Kronos Support Services Center for the logging of requests for assistance downloading service packs for the Equipment
Seville packs for the Equipment are not Installed by the Worms 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 alter 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
Customers use, Installation and maintenance thereof have conformed to the specifications.
11.5 RESPONSIBILITIES OF CUSTOMER
Customer agrees that It shall return faded Products promptly as the failures occur and that It shall not hold failed Products and send fabled Product
to Kronos In "batches" which shall result In a longer turnaround time and surcharge to Customer. In addliion, Customer agrees to:
(a) Maintain the Products In an environment conforming to Kronos' published specifications for such Products;
(b) De -install all fabled Products and Installall 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 dearly and conspicuously on the outside of the shipping package,
Customer may only return the specific Product authorized by Kmnos when Issuing the RMA.
11.6 SUPPORT EXCLUSIONS
Depot Support Service does not Include the replacement of "consumablas". 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 wok, fire, flood, water, wind, lightning, transportation, or any act of
God;
(b) Customers fallure to continually provide a sultable instalator environment (as Indicated In Kronos' published Installation guidelines) Including,
but not united to, adequate electrical power,
(c) Customers improper use, relocation, packaging, refinishing, management or supervision of the Product(s) or other (allure to use Products In
accordance with Kronos' published specifications;
(d) Customers use of the Products for purposes other than those for which they are designed or the use of a cesscides or supplies not approved
by Kronos;
(a) Government Imposed sanctions, rules, regulations or laws preventing the shipment of the Products; or
(1) Customers repair, attempted repair or modification of the Products.
Professional senrIcas 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. Flrmware (Including equipment service packs) which may be available to resolve a
Product Issue Is riot 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 mariner,
(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 Uhe Kronos published specifications for a period of ninety (90) days afterdownload by Customer. In the event of a
breach of this warranty, Customers remedy shall be Krorws' repair or replacement of the deficient service pack(s) or firmware update(s), at Kronos'
option, provided that Customer's use, Ihstallallon 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
Kroras' then -current Support Services Polices shah apply to all Support Services purchased and may be accessed at:
=121=30 r�rurg,��r+4L CSupport Policlesy. In the event of a conflict between the Support Polices and Ills
Agreement, the terms odf this Agreement shall prevail.
13. FIRMWARE
Customer may not download firmware updates for the Kronos Equipment union Cuslomer Is maintaining such Equipment under a support plan
with Kmnos. 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 flrrnware to which Customer Is not entltied.
14. TRAINING POINTS
Training Points which are purchased by Customer may be redeemed for an equivalent value of InshmAor-led training sessions offered by Kronos.
Available Instructor -led sessions are listed at httD;/hxuslomer.Kronas,com 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 terns shall apply to Customers purchase of the Krorws KnowledgePass Education Subscription only,
H specified on the Order Form:
Scope: The KnowiedgePass Education Subscription Is available to customers who are licensing Kronos! Workforce Central and ISedes
Timekeeper Software products and wtw are maintaining such products under a support plan with Kronos. The KnowledgePass Education
Subscription provides access via the Internet to certain educational offerings provided by Kronos (Ow '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 alds
Knowledge assessment and reporting tools to measure progress
Webi nars
Term of Subscription: The annual KnowledgePass Education Subscription shall nun w4armtrwushy with Customers Software Support, and shall
renew for additional one (1) year farms provided Customer renews Its KnowledgWass 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 tie 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 tern. KnowkxlgePass Education Subscription shall renew for an additional one (1) year
term 11 Customer pays such invoice before the and of the Initlal 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 Customees internal use and may not disclose such KnowledgePass Content to any
third party other Dian Customers employees. Customer may not edft, 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.
Traln-the-Trainer Program (TT1r): Certification under the Traln•ttie-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 M Program,
16. INDEMNIFICATION
Knows agrees to Indemnify Customer and to hold ft harmless from and against any and all claims, costs, fees and expenses (Including
reasonable legal fees) relating to actual or alleged Infringement of United Stales or Canadian patents or copyrights asserted against Customer by
virtue of Customers use of the Software as delivered and maintained by Kronos, provided that 1) Kronos Is given prompt written rK&e of any such
claim and has sole control over the Investigation, preparation, defense and settlement of such claim: and, II) Customer reasonably cooperates with
Kronor In connection with the foregoing and provides Kronos with ail lnformatlon In Customers possession related to such chins and any hither
assistance as reasonably requested by Kronos. Knows 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 Kroms. Should any or all of the Software as delivered and maintained by Kronos
become, or In Kronor' reasonable opinion be likely to become, the subject of any such ctalrm, Kronos may at its option: 1) 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-
irsfringing: or 01) 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 twminadon. Customer shall be entitled to a pro-rala 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 Infury caused solely 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 CONSEOUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT
WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT OR THE EXISTENCE, FURNISHING, FUNCTIONING OR
CUSTOMER'S SPECIFIC USE OF, OR INABILITY TO SO USE, ANY EQUIPMENT, SOFTWARE OR SERVICES PROVIDED FOR IN THIS
AGREEMENT.
SECTION C
CLOUD APPLICATION HOSTING
SUPPLEMENTAL TERMS AND CONDITIONS
There terms and conditions apply to the cloud services which are Identified in the Pricing as the Cloud 2 in the
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 AgreemenL
DEFINITIONS
"Appllcatlort(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 p) accessibility to the Applications, by means of access to Ifte password protected
customer area of the Kronos hosting environment, and (i) 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), desig, , know-how, logos, lext, multimedia Images
(e.g. graphics, audio and video files), completions, software programs. Third party software, applications, or other materials, cr any otter
Customer cement 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 proressional and/or Cloud Services and maintenance services related to hosting.
"Initial Term" means the Initial term 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 (i) by any
authorized employee, agent or contractor of Customer to process Information relating to Customers employees assigned to, or potential
employees of, Customers authorized business unit(s), solely for the Internal business purposes of such business unil(s).
"Monthly Service Fee(sr means the monthly fees described In the Cloud Hosting SSS and set forth on the applicable Order Form..
'Order Form' means the order request forth supplied by Kronos and signed by the Parties that lists the fees for the elements of Customers
particular Program,
"Personally Identifiable Data" means information concerning Individually Identifiable employees of Customer that Is protected against disclosure
under applicable law or regulation.
"Production E nvlrorwrtertt" means a permanent environment established for the dally use and maintenance of The Applications In a live
environment throughout the term of a Program.
"Service Description" means the detailed service description (Including any supplementary service lerns) 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 arty contractor, subcontractor or licensor of Krones 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 Ilmiled time period, and Identified In
the applicable Cloud Hosting SSS as a Temporary Environment
2. CLOUD HOSTING SERVICES SCOPE STATEMENT
The dosc0ptien of the particular Program ordered by the Customer, the Pmgram tern, 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 Cuslomers 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 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.
3. AUTHORIZED USE
Customer shelf 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 tits Section C.
10
4. MAINTENANCE ACCESS
If Kronos. its Suppliers, or the local access provider, as applicable„ requires ass to Customer sites in order to maintain or repair the Program,
Customer shall cooperate In a finely manner and reasonably provide such access and assistance as necessary. As pars of Kronos' support
services, Kmnes will make updates to the Applications avallable to Customer A no charge as they are released generally to Krwlos' customers.
Customer agrees to receive those updates automatically as part of the Program, Customer may be required to purdwe additional Hosting
Related Services to address Infrastructure requdremerds as released by Kronos for a new version of a particular Appllralion.
S. CUSTOMER REPRESENTATIONS AND WARRANTIES; CUSTOMER OBLIGATIONS
5.1 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 warrants to Kronos that Cuslomers 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 and 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 Customers direct or Indirect control to: (a) recVculate, 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) after, enhance or make derivative works of the Program; (d) reverse engineer, reverse
assemble or decomplle, or otherwise attempt to derive source code from, the Program or any software components of the Program: (a) use, or
allow the use of, the Program In contravention of arty 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 mairmtalning 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 Cusbrner'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 tD provide access to Customers computer and network anvironrnent If necessary for Kronos to perform Its obligations under the
Agreement. Customer agrees that Kronos may audit Customers 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 dale the Order Form and SSS are signed by the parties, and shall be Involved
annually in advance,
7.2 All fees payable hereunder shad be paid In United States Dollars and sent to the attention of Kronos as specified on the Invoice. Payment
terns 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
SIA PROVIDED THAT ANY REMEDIES OR CREDITS CONTAINED IN THE SLA ARE NOT AVAILABLE FOR OUTAGES. INTERRUPTIONS
OR DEFICIENCIES OCCURRING DURING ANY PERIOD IN WHICH CUSTOMER IS IN BREACH OF THIS ADDENDUM OR THE LICENSE
AGREEMENT. KRONOS DISCLAIMS ANY AND ALL OTHER LIABILITIES OR REMEDIES FOR SUCH OUTAGES, INTERRUPTIONS OR
DEFICIENCIES OF SERVICES.
9. LIMITATION OF LIABILITY
IN ADDITION TO THE LIMITAMNS SET FORTH IN THE LICENSE AGREEMENT, EXCEPT WITH RESPECT TO LIABILITY ARISING FROM
KRONOS' GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, KRONOS DISCLAIMS ANY AND ALL LIABILITY AND SERVICE CREDITS,
INCLUDING SUCH LIABILITY RELATED TO A BREACH OF SECURITY OR DISCLOSURE, RESULTING FROM ANY EXTERNALLY
INTRODUCED HARMFUL PROGRAM (INCLUDING VIRUSES, TROJAN HORSES, AND WORMS), CUSTOMER'S CONTENT OR
APPLICATIONS, THIRD PARTY UNAUTHORIZED ACCESS OF EQUIPMENT OR SOFTWARE OR SYSTEMS, OR MACHINE ERROR.
10. DATA SECURITY
10.1 As part of the Program, Kronos shall provide those administrative, physical, and technical safeguards for protection of the security,
confidentiality and Integrity of Customer data as described at htto•/A~.krorws.wm/oroducWsmb-solutionshNorkforc"entral•saasL%ecudly-
descdotlon.asox 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 suppled security -related safeguard as just arms lad 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 Curslcrner and Kronos, all Personally Identifiable Data Is Customers Confidential Information and will remain the property of
Customer. Customer represents that to the best of Customers 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' Srppllers wherever located orgy
for the purposes described herein and only to the extent such use or processing Is necessary for Kronos to carry out Kronos' dudes and
resporsibYitles under Oils Agreement or as required by Law.
10.3 Prior to Initiation of the Program and on an ongoing basis therealtar. Customer agrees to provide notice to Kronos of arty exb*ordi kuy privacy
or data protection stshrtes, rules, or repletion which are or become applicable to Customees Industry and wfiich could be Imposed on Krona as a
result of provision of the Program. Customer will ensure that (a) the transfer to Krwm and storage of any Personally Identifiable Date by Kronos or
Kmns' 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 extant required under applicable laws and regulations.
11. TERM AND TERMINATION
11.1 At the expiration of the Initial Term, the applicable Program shad automabwffy renew for successive one year periods unless either party
provides nGUce of Its Intent not to renew at least slxty (60) days prior to the expiration of tihe then -ascent tens. Kronos may suspend or terminate
Me 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 dale of
Kronos' written notice. No Program Inlenuplion 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 maledaly breaches any
provision of Itds Addendum, and such default Is not cured withln 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 converdence on no less than ninety (90) days prior written notice to Krone.
11.4 In the event of termination of the Program by Customer for convenience or by Kronos for cause during the Initial Tenn, Customer wit 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
Tenn. By way of example orgy, If Customer terminates the Program for convenience with fifteen (15) months remaining In the Inldal Term,
Customer will be responsible to pay Kronos two (2) months of the applicable Monthly Services Fees.
12
FXHIW A
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. SLAB are orgy applicable to production environmerrts. SLAs will be
avalable upon Customer's signature of Kronos' Go Live Acceptance Form for Customer's production environment
99.75% Application Availability
Actual Application Availability % a (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 Calculatlon: An Outage will be deemed to commence when the Appllratlons are unavailable to Customer in Customers
production environment hosted by Kronos and end when Kronos has restored availability of the Services. Failure to meet the 99.75% Application
Availability SLA other 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 Kmnos, Including without
limitation Customer Content, failures or malfunctions resulting from circuits provided by Customer, any incorWstencles or changes In Customer's
source environment, Including ueldw Intentional or accidental connections or disconnections to the environment: (c) Force Majam 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) Me unavailability of required Customer
personnel, Including as a result of fallure 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 tine Maintenance Period to make the Services available to Customer,
however, some changes will require downtime. Kronor 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 sun (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 Ile 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) tie Outage results from an Excluded Event It Kronos does not provide the appn*dale 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. AN performance calculations and applicable Service Credits are based on
Kronos records and data unless Customer can provide Kronos with dear and convincing evidence to the contrary.
The Service Level Agreements In this Exhibit and tine 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 pxxposes 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 baffle. Therefore, notwithstanding anything else to the contrary, If Customer
significantly changes Its utilization of the Services than what Is contracted with Kroos and such change metes a material and adverse Impact on
the (raffle balance of the Kronos network. as reasonably determined by Kronos, the parties agree to co-operate, In good faith, to resolve the Issue.
113
SECTION C.I.-
APPLICATION HOSTING TERMS AND CONDITIONS.
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 2Items.
APPLICATION HOSTING SUPPLEMENTAL TERMS AND CONDITIONS
These Application Hosting Supplemental Terms and Conditions are applicable for hosting services ordered by Customer for Kronos Software
licensed under Section B of Oils Agreement using the pricing set up on November 21, 2013.
definitions
"Application Honing Program" or "Program" means (1) 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 (N) 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,'dats (such as payroll data, vacation time, and hours worked), designs, know-how, logos, text, multimedia Images
(e.g. graphic;, audio and video files), compilations, software programs, ti>ird 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 "Claud 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 adrmbhlsiraton, 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 On use of the Program: (1) by Customers personnel solely for Customer's Internal business purposes and (N) by any
authorized employee, agent or contractor of Customer to process Information relating to Customers employees assigned to, or potential
employees of, Customers authorized business unit(s), solely for the Internal business purposes of such business un it(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 of Hosting Related Services lees.
'Order Forth' means the order request form supplied by Kronos and signed by the Partles thal lists the Startup Fees and Monthly Service Fees
for the elements of Customers particular Program.
"Personally Identifiable Data" means Infe matron concerning individually Identifiable employees of Customer that Is protected against dlsdosure
under applicable law or regulation.
"Production Environment" means a permanent environment established for the daily use and maintenance of the Application In a Nye
environment throughout the term of a Program.
"Services Commencement Oats" 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 Iransfered 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 shad
commence seven (7) days after the Effective Dale.
"Service Description" means the detailed service description (including any supplementary service terms) specified In the Cloud Services SOW
which sets forih 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 tits Section CA as j;, Ibll 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 placated 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 Services SOW as a Temporary Environment.
"Startup Fees" means the one lime, customer -specific startup fee as Indicated on the Order Form that will be charged to Customer to enable
access to the Program.
Cloud Services STATEMENT OF WORK
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 Omer Form. Kronos will not change the Monthly
Service Fee rates It charges for Customers existing Program, or the SLA, during the Initial Tenn. Kronos may change such Monthly Service Fee
14
rates or the associated SLA for a renewal lens of the particular Program by notifying Customer at least sixty (60) days prior to the expiration of the
than 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
Authorized Use
Customer shall take all reasonable steps to ensure that no unaullaized 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.
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 stroll 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 Ma right to publish and disclose Customer's Content in the Program.
5.2 Customer represents and warrants to Kronor drat 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 abush% profane, or offensive to a reasonable
person; or (c) be hateful or threatening.
5.3 Customer will, at Its own cost and expense, provide aft and 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 crust and expense, all connections from Its computer systems to the
Program, which shaft Include aff related costs associated with Customer accessing the Program, unless such connectivity services am
purchased from Kronos as Indicated on the Cloud Services SOW and Order Form.
5.i Customer shall not, and shall not permit any person or andty under Customer's direct or Indirect control to: (a) recirculate,
republish, distribute or otherwise provide access to die Program to any third party; (b) use the Program on a service bureau, time
sharing or any similar basis, or for the benefft ofany other person or endty; (c) alter, enhance or make derivative works of the Program;
(d) reverse engineer, reverse assemble or decomplis, or odwrwise attempt to derive source code from, the Program or any software
components of die Program; (e) use, or allow the use of, the Program in contravention of any federal, stale, hhcat foreign or other
applkable law, or rules or regulations of regulatory or administadve organisations; (Q introduce into Me Program any virus or odror
code or routine Intended to disrupt or damage die Program, after, damage, delete, retrleve or record Inhumadon about the Program or
its users; or, (g) otherwise act in a fraudulent malicious or negligent manner when using the Program.
6. INTERNET ACCESS
6.1 If Customer uses open Internet connectivity or Customer -supplied VPN Internet connectors to access the Program, Customer
acknowledges that the performance and throughput of the Internet connection cannot be guaranteed by Kronos, and variable comection
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 Kronor. Access to the Internet Is dependent on numerous
factors, leettxwloglas and systems, many of which are beyond Kroms' authority and control. Customer acknowledges that Kronos cannot
guarantee that the Inlemet 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 internal 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 Inlemational laws and regulations.
T. 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 shaft 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 starkrp fees set forth in the applicable Order Form.
Customer acknowledges that the biting commencement date does not coincide with Implementation completion, final configuration, or go -live.
7.2 Ali fees payable hereunder shah be paid In United States Dollars and sent to the attention of Kronos as specified on the Invoice. Payment
terns 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 Lander applicable law. Customer is responsible for all federal, state or local taxes, duties and customs
fees relating to the Program, excluding Was 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.
6. 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 THA T ANY REMEDIES OR CREDITS CONTAINED iN THE SLA ARE NOT AVAiL ABLE FOR OUTAGES, INTERRUPTIONS
OR DEFICIENCIES OCCURRING DURING ANY PERIOD IN WHICH CUSTOMER IS iN BREACH OF THIS SECTION C.1 OR SECTION a.
KRONOS DISCLAIMS ANYAND 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
15
APPLICATIONS, THIRD PARTY UNAUTHORIZED ACCESS OF EQUIPMENT OR SOFTWARE OR SYSTEMS, OR MACHINE ERROR.
10. DATASECURITY
10.1 As part of the Program, Kronos shall provide those Kronos security -related services described In the Cloud Servilm SOW, Customer
acknowledges that the security miated servlces endonvor io mitigate security incidents, but such Incidents may rot be mitigated entirely or rendered
harmless. Customer sinould consider any partioti w s-relaiod service as Just one tool to be used as part of an overall security strategy and riot a
guarantee of security. Both parries agree to comply with all applicable privacy or date protection statutes, ft4es, or regulations governing the
respective aclvilles of the paNes.
10.2 All Personally Identifiable Data contahned In any Software. Equipment or systems supplied by Kronos, or to which Kronos has access to tinder
this Section CA, as between Kronos and Customer, Is Customer's Confidential Information and will remain the property of Customer. Customer
hereby consents b the use, processing and/or disclosure of Personally Identifiable Data only for the purposes described herein and to he extant such
use or processing Is necessary for Kronos to carry out Its duties and responsibilities under this Section CA 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 K onos as a result of
provision of the Program, Customer will ensure that (a) the transfer and storage of any Personally Identifiable Data to Kronor and managed by
Kronor' or SuWWs data center Is legItimate under applicable data protection laves and regulations; and (b) Customer wig obtain consent from
Individuals for such transfer and storage to the extent required under applicable laws and regulations.
10.4 Al no cost to Customer. Kronos shall upon (I) request by Customer at any time and (1) the cessation of the Program, promptly return to
Customer, In the formal and on the mew 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 Tenn, the applicable Programs shall automatically renew for successive one year periods urWess either party
provides notice of Its Intent not to renew at least sixty (80) days prior to the explrallon of the hen -anent term. Kronos may suspend or terminate
the Program upon notice In the event of any breach by Customer of this Section C.I. No Program Interruption shall be deemed to have occurred
during, and no Program credits shall be awed for, any authorized suspension of the Program.
12.2 Customer may terminate the Program by written notice at any time during the tern 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 Krona 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 terrminallon of the Program by Customer for convenience or by Kraus for cause during the Initial Tenn, Customer will pay to
Kronos any out of pocket expenses Incurred by Kronos In terminating the Program plus an early lerrmlnation fee based on the following
calculation: one (1) month of the then -current Mon@ly Services Fees for every twelve (12) month period (or portion thereof) remaining In line Initial
Tenn. By way of example only, If Customer terminates the Program for convenience with fifteen (15) months remaining In the Initial Tern,
Customer will be responsible to pay Kronos two (2) months of the finer -current Monthly Services Fees.
18
EXHIBIT Al
TO SECTION CA
SERVICE LEVEL AGREEMENT (SIA)
Service Level Types: SLAB are orgy applicable to Production Environments. The Program, In a ProduOm Envirorrnenl, as described In the
Service Desafption Is provided with the following service level:
99.50% Application Avallablilty
Service LevelsfCred9t Catculablon: An Outage will be deemed to commence when Customer opens a case with Krona Global Support, or
Kmnos Cloud Services receives an application evallab fgy alert The Outage wig be deemed to end when Kronos has restored avallabggy of the
Program. Failure to meet the above service levels will entitle Customer to credits as follows.
Application Availability SLA% = ((MM-TM)•100) f (MM)
Definitions
'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 omission of Customer, Its employees,
customers, contractors or agents; (b) the falture or malfunction of equipment, applications or systems not owned or controlled by Kronos or
Supplier, (e) Force Majoure events; (d) scheduled or emergency maintenance, alteration or implementation; (a) any suspension of the Program In
accordance with the terns of this Section or license Agreement (f) the unavallablilty of required Customer personnel, Including as a result or
failure to provide Supplier with accurate, current contact Information; (g) using the Application In a manner inconsistent with the product
docunenlation; 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 hum
beginning to end, between Customer and the Program for reasons other than (a) failures caused by Customer Data; or (b) any Excluded Events.
'Scheduled MaInlenance (SM)" means scheduled maintenance periods established by Kronos to provide ample lime 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 wig generally continue to be available to Customer, however, some changes will require planned
downtime. Krona will provide notice for planned downtime via an small notice to out primary Customer contact at least one day In advance of
such slxtdownlrestart so planning can be facllltated by Customer.
When application maintenance Is required, current Scheduled Maintenance periods for the applications are:
Monday through Friday 4am — 6am
Saturday and Sunday 1 Zam - 6am
• All times fisted are U.S. Eastern Time,
• Kronos' utilization of the above maintenance windows shall not trigger SL A 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.
Llmltallons: Krorms will apply any credits to the Customer account Credits will not be provided tf: (a) Customer Is in breach or default under
this Section or the Program at the time the Outage occurred and such breach Is the catue 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 (1000/6) 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 avo(dance of doubt, Outages,
delays, figures, etc. In one Program may not be added to Outages, delays, failures, eta In any otter Program for purposes of calculating SLA
credits.
17
SECTION D
KRONOS WORKFORCE CENTRAL - SOFTWARE AS A SERVICE (SAAS) TERMS AND CONDITIONS
Customer and Kronor agree that the terms and conditions set forth In this Section 0 shall apply to the Kmras supply of the commemaliy avabble
version of the Workforce Central SaaS Applications and related services and materials (Including applicable documentation) and Equipment (If
any) specified on an Order Form. The Applications described on the Order Forth shall be delivered by means of Customer's permitted access to
Ow password protected customer area of a Kmnos websile.
I. MFINi1TONS
"Appllcadon(s)" or "SaaS Appilcation(s)" means (hose Kmnos software application programs set forth on an Order Form which are made
accessible for Customer to use under the terms of this Section D.
"Cloud Services" means those services related to Customer's tasting envlmrvnent such as hosting infrastructure, equipment, barKWdth, server
monitoring, backup services, storage area network (SAN) services. security services, system administration, connectivity services, performance
turubug, update Installation and malnlenance services related thereto. Unless otherwise set forlh In a Statement of Work, Cloud Services are
described as set forth at httpltwww.kmnos.com/products/smb-soluUons/worktome-central-saas/knplementatiornuldlines,aspx
"Customer Content" means all Content Customer, or others acting an behalf of or through Customer, posts or otherwise Inputs Into the Services.
"Documentation" means lechnlcal publications published by Kronos relating to the use of the Services or Applications.
"Equipmene' means the Krems equipment specified on an Order Forth,
Implementation Services" means those services provided by Kronor to set up the tasting ernlronment and configure the Services, Including
educational services and training. Unless othervufse set forth In a Statement of Work, Kronos' and Customer's Implementation responsibilldes are
described In the Services Implementation Guidellne set forth at: hllpJfvwvw.kranos.cam/producls/smlrsolutions/workforce-central-
saaslrcnplementallon-guidllnes.aspx Implementation Services may be provided as forth In Section B
"Initial Term" means the Initial term of the Services as Indicated on the Order Forth.
"KnowdedgePoss Content"/"KnowledgePass Education Subscription" have the meanings ascribed in Section 7.5.
"Minimum Cortract Value" means the total of all Monthly Service Fees to be Invoiced during the Initial Term.
"Monthly Service Feels)" means the monthly fees described In an Order Form. Monthly Service Fees Include fees for usage of Applications and
the Services, Cloud Services as applicable, and Equipment rental, if any. Billing of the MonUlfy Service Fee(s) commences on the 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, including without limitation the Applications and ft prices and fees to be paid by Customer.
"Personally Identiflable Data" means information concerning Individually identifiable employees of Customer that Is protected against dlsdosure
ureter applicable law or regulation.
"Services" means (1) accessibility to the commercially available version of the Applications by means of access to the password protected
customer area of a Kronos website, (II) the Equipment purchased or rented hereunder, (ill) the Implementation Services and Cloud Services, and
(Iv) such other services. Items and offerings set forth on an Order Form.
"Start Date" means the date billing commences for the Services (excluding the implementation Services) as Indicated on the applicable Order
Form. For any Services ordered by Customer after the dale of this Section D which are Incremental to Customer's therrexisting Services, the
Start Date shall be the date the applicable Order Form is executed by Kronos and Customer.
"Statement of Work", "SOW", "Services Scope Statement" and "SSS" are t temhangeable terms referrhV to a written description of the
Implementation Services and Cloud Services as mutually agreed upon by Krone and Customer. An SOW supersedes any Implementation
guldellnes or descriptions on a web page referenced in this Section 0.
"Suppller" means any contractor, subcontractor or licensor of Kronas providing software. equipment and/or services to Kmnos which are
Incorporated Into or otherwise related to the Program.
"Tenn" means the Initial Term 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 shall commerce on the Start Date, and shag continue for the Initial Term or until terminated In accordance with the provisions
hereof. At the expiration of the Initial Tenn, the Term shall automatically renew on a month -to -month 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 funcilonallty, including without Iknita lon tax filing services.
2.2 At any time after the Initial Term: (1) Customer may terminate the Services for convenience upon thirty (30) days prior written notice, and cal)
Krems may terminate the Services for convenience upon ninety (90) days prior written notice.
23 ElOw party may suspend or terminate the Services upon a material breach of this Section D by Use other party g such breach Is not cured
within fifteen (15) days after recelpt of written notice. Notwithstanding the foregoing, Kronos may suspend or terminate the Services Immediately
upon notice In the event of any Customer breach of Sections 3 (RIOA to Use), 4 (Acceptable Use), or 14 (Confidential Information).
18
z.4 In the event that either party becomes Insolvent, makes a general assignment for the benefit of creditors, is adjudicated a bartinot 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 patty'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 Um Services are terminated for any reason:
(a) Customer shall pay Kronos within thirty (30) days of such lermlrkWon, all fees accrued for the Services prior to the dale of termhtiatloM
provided that If Customer terminates for material breach of this Section D by Kronos, Krono5 shall be respanslble to refund to Customer unused
pre -paid Implementation Service fees, If any;
(b) Customers 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 after termination or upon Customers written request at any Ume during the Term, Kronos well provide to
Customer, at no charge to Customer, the Customer CaMent. After such time period, Kronos shall have no further obligation to store or make available
the Customer Content and may delete any or all Customer Content without liability.
(d) Customer agrees to timely return all Kronos-provided materials related to the Services to Kronos at Customer's expense or, altematively,
destroy such materials and provide Kronos with an officer's certification of the de 5truction thereon, and
(a) all provisions In this Section D, which by OmW nature are intended to survive lerminatlon, shall so survive.
3. FEES AND PAYMENT
3.1 In consideration of tits delivery of the Services, Customer shall pay Kronos the Monthly Service Fees, the fees for the Implementation
Services and any additional one time or retuning fees for Equipment, Training Points, KnowledgePass Education Subscription and such other
Kronos offerings, all as set forth on the Order Forth. If Customer and Kronos have signed a Statement of Work for the Implementation Services,
Implementation Services such services will be provided and payable In accordance with Section B. All fees payable for ft Services shall be sent
to the attention of Kronos as specified on the Invoice. Unless otherwise indicated on an Order Form, payment for all Items shall be due 30 days
fallowing date of Invoice. Except as expressly sel forth In this Section D. all amounts paid to Kronor are non-refundable. Customer acknowledges
that fees may be charged to Customer by third parties for add -on features or functionality provided by such tNrd parties.
32 If any amount owing under this or any other agreement for Services Is thirty (30) or more days overdue, Kmnos may, without Nmlting 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
Customers account Is overdue before suspending Services.
3.3 Deleted Intentionally.
3.4 Customer agrees that except If Customer terminates for material breach of this Section D by Kronos, if Customer has not paid the Minimum
m
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 shall pay within thirty (30) days of the date of such invoice, the difference between the local Monthly Service Fees then paid by
Customer and the Minimum Contract Value, less SLA Credits, if any, that have been earned previously by Customer but not yet credited.
4. RIGHTS TO USE
4.1 Subject to die terns and conditions of the Agreement, Kronos hereby grants Customer a limited, revocable, non-exclusive, non -transferable,
non -assignable right to use during the Tenn and for Internal business purposes only: a) the Application(s) and related services, Including the
Documentation; b) training materials and KnowtedgePass Content and, e) any !embedded third party software, libraries, or other components,
which are Included in the Services, excluding such Third Party software, libraries or other components as are licensed directly from such Third
Parties. The Services contain proprietary bade secret technology of Kronos and Its Suppliers. Unauthorized use and/or copying of such
technology are prohibited by law, Including United States and foreirgn copyright law. Customer shall not reverse complte, disassemble or
otherwise convert the applications Into u ncompiled 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.
42 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 Forth.
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 riot license, rellcense or sublicense the Services, or
otherwise permit use of the Services (Including timesharing or networking use) by any thMd 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 Ifs third party contractors and consultants to access the Services on an as needed basis, provided Customer a)
abides by its obligations to protect Confidential Information 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.
4.4 Customer adoowiedges and agrees that, as between Customer and Kronos, Kronos retains ownership of all right, title and Interest to the
Services, all of which are protecled by copyright and other Intelfechml 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 the
applicable requirements of federal and state law. If the Services Include the Workforce Payroll Applications or Workforce Absence Management
Applications: (1) 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 obllgatlon concerning the preparation and review
of any reports and documents, (IN) Customer does not rely upon Kronos, Beg Software, Inc. or these Applications for any advice or guidance
regarding compliance with federal and state laws or the appropriate tax treatment of Hems reflected on such reports or documents, and Qv)
Customer will review any caksrratfons made by using these Applications and satisfy itself that those c"lations are correct
S. ACCEPTABLE USE
5.1 Customer shall take all reasonable steps to ensure that no unauthorized persons have access to the Services, and to ensure thal no persons
authorized to have such access shah take any action that would be In vlolation of this Section D.
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5.2 Customer represents and warrants to Kronos that Customer has the right to publish and disclose the Customer Content in the Services.
Customer represents and warrants to Kronos that the Customer Content does not: (a) Infringe or violate any thlyd-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 not (a) use, or allow the use of, the Services In contravention of any federal, state, local, foreign or other applicable law, or ruses
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, relieve or record Information about the Services or its users; (e) excessively overload the Kronos
systems used to prov cle the Services; (d) perform any security Integrity review, penetration less, load last, denial of service simulation or
vulnerability scarhC (e) use any tool designed to automatically emulate the actions of a human user (e.g., robots); or, (d) otherwise act In a
fraudulent, malicious or negligent manner Mw using the Services.
6. CONNECTIVITY AND ACCESS
Customer aciaxWedges 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 Kroncs and Kronos'
representatives with such physical or remote access to Customers computer and network environment as Kronos deems reasonably necessary
In order for Kronos to perform Its obligations under this Section D. Customer will make all necessary arrangements as may be required to
provide access to Customers computer and network environment If necessary for Kronos to perform its obligations under this Section D.
Customer agrees that Kronos may audit Customers 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, 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 5SS, Kronos will
create a change order for Customers 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 and work flows that Kronor obtains from Customer during
the dlscoveryportion of fie implementation. Customer shad provide Kronos with necessary configuration -related Information Ina timely manner to
ensure that mutually agreed Implementation schedules are met
7.2 Additional Services. Customer may engage Kronor to provide other services which may be fixed by activity or provided on a time and
materials balls as Indicated on the applicable Order Form.
7.3 Support. Krone will provide 24x7 support for the hosting infrastructure, the avallability, to the hosting environment, and telephone support for
the logging of functional problems and user problems. Customer may log questions onllne via the Kronor Customer Portal. As part of such
support, Kronos will make updates to the Services avallable to Customer at no charge as such updates are released generally to Kroncs'
customers. Customer agrees that Kronos may Install such updates automatically as part of the Services.
7.4 Support Services for Equipment Provided Customer has purchased support services for the Equipment, the following terms shell 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 K ions 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 Equipmerrl If Customer Is to return the failed Equipment to Kronos, as reasonably determined by Krones. Customer must return the failed
Equipment with the supplied RMIA number.
(b) Kronos will provide a replacement for the faller! Equipment at the FRU or subassembly level an an "advanced exchange' basis, utilizing a
carrier of Kronos' choice. Replacement Equipment will be shipped the same day, for delivery to Customers 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 Kroms provided RMA designating the applicable Kronos Depot Repair Center, as the
recipient Customer, upon recelpt of the replacement Equipment from Kronos, shag package the defective Equipment In the materials provided by
Kronos, with the RMA supplied and promptly rehun felled Equipment directly to Kronos.
(c) Customer shall be entitled to receive service packs for the Equipment (wthfch may contain system software updates, f rmware updates,
security updates, and feature enhancements) available for download at Krones' customer portal. Service packs for the Equipment are not
Installed by Kronos.
(d) Kronos warrants that all service packs and ffrnware updates provided under this Section D shad 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, Customers
exclusive remedy shall be Kmnos' repair or replacement of the deficient service pack(s) or firmware updale(s).
(a) 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 stall result In a longer turnaround time to Customer. In addition, In all circumstances, Customer agrees
to:
(1) Maintain the Equipment in an errAronmant conforming to the Documentation for such Equipment.
(0) Not perlorm self{epalm on the Equipment (i.e., replacing components) without prior mitten authorization from Kronos;
(ii) De4nstaN all failed Equipment and Install all replacement Equipment In accordance with Kronos'written Installation guidelines;
(tv) Ensure that the Equipment Is retuned to Kroms property packaged; and
(v) Obtain an RMA before reluming any Equipment to Kmnos and place the RMA clearly and conspicuously on the outside of the shipping
package. Customer may only return the specific Equipment mithortzed by Kronos when issuing the RMA.
7.5 KnowledgePass Education Subscrlptfon. When KnowledgePess Education Subscription is listed an 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'Know4edgePass Content'). Customer recognizes and agrees that the KnowledgePass Content Is copyrighted
by Kronos. Customer is permitted to make copies of the K owledgePass Content provided In 'pdf form solely for Customers Internal use.
Customer may not disclose such KnowledgePass Content to any third party other than Customers employees. Customer may not edit, modify,
revise, amend, diange, after, customize or vary the KnowledgePass Content without the written consent of Kmnos, provided that Customer may
download and modify contents of training kits solely for Customers Internal use.
7.6 Training Paints. 'Trakdrg Points" which are purchased by Customer maybe redeemed for an equivalent value of instrucboNed training sessions
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offered by Kronos. Training Points may be redeemed only during the Tenn at any time no more than twelve (12) months after the dale of the
applicable Order Forth, after whidr time such Training Points shall expire and be of no value. Tralning Points may not be exchanged for other
Kronos products or services.
7.7 Training Courses. When Implementation Services 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 Customer, Customers employees shall be entitled to attend, in
the quantity Indicated, the corresponding training courses sat forth at httpJ/www.kronos.com/products/smtrsolulfans/uwrkforce-central•
saas/tralning-guldllnes. aspx
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.
S. CUSTOMER CONTENT
Customer shag own all Customer Content and posts or other Inputs Into the Services by Customer or others acting on behalf of or through
Customer. Kronor, acknowledges that all of the Customer Content Is deemed to be the Confidential Information of Customer. NotWthstanding the
foregoing, Customer grants Kmnos permission to combine Customers 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 Kronor offers to customers and to disclose such aggregated
information for Its customers generally. In addition, Kronos may, but shell have no obligation to, monitor Customer Content from time to time to
ensure compliance with this Section D and applicable law.
9. EQUIPMENT
If Customer pudhases or rents Equipment from Kronos" a description of such Equipment (model and quantity), the applicable pricing, and delivery
terms shall be Iisted on the Order Form.
9.1 The following terns apply only to Equipment Customer rents from Kronor:
a) Rental Tenn and Warranty Period. The tern of the Equipment rental and the 'Warranty Period" for such Equipment shall run
coterminousfy with the Term of the other Services provided under this Section D.
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 tines. No loss, theft or damage after shipment of the Equipment to Customer shag relieve
Customer from Customers obligations under this Section D.
C) Location/Replacement. Customer shall not make any alterations or remove the Equipment from the place of original Installation without
Kronos' prior written consent. Kmnos shag have the right to enter Customer's premises to Inspect the Equipment during normal business hours.
Krems reserves the right, at Its sole dfscretiorh 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. AN Equipment Is, and at all times shall remain, separate Hems 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 Kronas to give full affect 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) Retum of Equipment Upon termination of the Services, Customer agrees that Customer shall return the Equipment to Kronos within
thirty (30) days at Customers expense. Equipment wAl be returned to Kronos In the same cordltion as and when received, reasonable wear and
tear excepted. If Customer falls to return Equipment within this time period, upon receiving an Invoice from Kronos, Customer shall pay Kronos
the then list price of the unretumed Equipment.
9.2 The follrnMng 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 shag be for a period of ninety (90) days from such delivery (unless otherwise required by law).
b) Equlpment Support Kronos shag provide to Customer the Equipment support services described herein It purchased separately by
Customer as Indicated on the applicable Order Form. If purchased, Equipment support services shall commence upon expiration of the Warranty
Period.
10. SERVICE LEVEL AGREEMENT
Kronor, shall provide the service levels and associated credits, when applicable, In accordance with the Service Level Agreement attached hereto
as Ex hlblt A 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 A.
11. LIMITED WARRANTY; DISCLAIMERS OF WARRANTY
11.1 Kronos represents and warrants to Customer that the Applications, under normal operation as spedfied In the documentation and when
used as authorized heroin, will perform substantially In accordance with such documentation during the Term.
11.2 Kronos' sole obllgatlon 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 Kronor' commercially reasonable efforts to do so, Customer
shall be entitled to laminate the then remaining Term of the Services for cause In accordance with Section 2 above as Customers sole and
exclusive remedy. Kronos' obligations hereunder for breach of warranty are codltfoned upon Customer notifying Kronos of the material breach In
wd*V, and providing Kronos with sufficient evidence of such non -conformity to enable Kronos to reproduce or verify the same.
11.3 dons warrants to Customer that each item of Equipment strati be free from defects In materials and workmanship during the Warranty Period.
In the event of a breach of this warranty, Customers sole and exclusive remedy 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 Equlpment.
This warranty Is extended to Customer only and shall not apply to any Equipment (or parts thereon) In Cue event of:
a) damage, defects or malfunctions msuttitg tram misuse, accident, neglect, tampering, (brJuding vritho A limitation modification or
replacement of any Kronor compooenis on any board's supplied with the Equipmenl), unusual physlrai or etedtiral stress or causes other than
normal and Intended use;
b) failure of Customer to provide and maintain a suitable Installalion environment, as specified In the published specifications Ion such
Equipment or
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C) malfunctions resulting from the use of badges or supplies riot 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 SECTION D OF 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.a 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, hltpJhwvw.kronos.com/produc Iamb-soluticns/workforce-central-saas/secuuity-
descriptlon.aspx
Customer acknowledges that such safeguards endeavor to mitigate security Incidents, but such incidents may not be mitigated entirely or
rendered harmless. Customer should consider any particular Kronos suppled 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 this Section D.
12.2 As between Customer and Kronos, al Personally Identifiable Data is Customer's Confidential Information and will remain the property of
Customer. Customer represents that to the best of Customers knowledge such Personally Iderrtifiable 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 tarty out Kronos' duties and
responsibilities wider this Section D or as required by law.
12.3 Prior to Initiation of the Services and on an ongoing basis fhereafter, 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 Ue Services. Customer will ensure that: (a) the transfer to Kronos and storage of any Personalty Identifiable
Data by Kronos or Kronos' Suppler'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 Pales"), from
and against any and all notices, charges, claims, proceedings, actions, causes of action and suits, brought by a third party (each a "Ctatm')
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 Inderrmlfied Parties against any liabilities, obligations, costs or expenses (Including without Inmitation 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 Servio® by reason of Infringement or
misappropriation of such copyright or patent, or If In Kronos' opinlon, 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 One
right to continue using the Services as provided In this Section D. (b) replace or modify the Services so that the Services become clan -Infringing
but remain substantively simllar to the affected Services, and if neither (a) or (b) Is commercially feasible, to (c) terminate the Services and the
rights granted hereunder after provision of a refund to Customer of the Monthly Service Fees paid by Customer for the Infringing elements of fie
Services covering the period of their unavailability.
13.2 Kronos shall have no Ilablllty to Indemnify or defend Customer to the extent the alleged Infringement Is based on: (a) a modification of Ue
Services by anyone other than Kronos; (b) use of the Services other titan In accordance with Kroncs' dowmentatlon for such Service or as
authorized by this Section D; (c) use of Ue Services In conjunction with any data, equipmeriL 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 this Section D. Notwithstanding the foregoing, with regard to Infringement claims based upon software created or provided by a
licensor to Kronos or Suppliers, Kronor' maximtrn lability will be to assign to Customer Kronos' or Su ppllees recovery rights with respect to such
Infringement claims, provided that Kronos or Kronws' Supplier shall use commercially reasonable efforts at Customaes 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 oft1mrs, directors and employees for ad
Claims resulting from : (a) empksyment-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 Kmnos, provided that such Customer modification or
combination is he cause of such 4 M Ingennent 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(les) shad 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 Indemnlfying party shall be relieved from providing such
Indemnity to the extent of the delay's Impact on the defense. The Indemnifying party shelf have sole control of the defense of any Indemnified
Claim and all negotiations for Its settlement or compromise, provided that such indemnitying party shall not enter Into any settlement which
imposes any obligations or restrictions on the applicable Indemnified Parties without the prior Mitten consent of the offer party. The Indemnified
Parties shall cooperate fully, at the Indemnifying part'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 parry's rights
above.
14. LIMITATION OF LIABILITY
14.1 Except as specifically provided in this Section D, Kronos and lis suppllem w4l 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' Indernndicatlon obligations set forth In section 13 above, the total aggregate dablity of Kronos or Kronos' suppliers to
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customer and/or any third party In connection with this Section D 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 am twelve (12) month period Immediately preceding
the date In which such claim arises.
14.3 Except ror Kronos' indemnification obligations set forth In section 13 above, In no event shelf Kronos or Kronos' supplers, their respective
affiliates, service providers, or agents be liable to customer or any third party for any Incidental. special. punitive, consequential or other Indirect
damages or for any lost or imputed profits or revenues, lost data or cast of pnocrrement of substitute services resulting from delays, nonclellveries,
misdelfvades or services Interruption, however caused, arlsing from or related to the Services, regardless of the legal theory under which such
liability Is asserted, whether breach of warranty, indemnlficution, negligence, strict liability or otherwise. and whether labillity Is asserted In
contract, tort or otherwise, and regardless of whether 'Kronos or supplier has been advised of the possibliily of any such Ilablfity, loss or damage.
14.4 Except with respect to liability artsing from Kronas' gross negligence or willful misconduct, Kranos disclalrns any and all liability, Including
without limitation Uabbily related to a breach of data security and confidentiality obilgatons, resulting from any externally Introduced harmful
program (including without limitation viruses, Irolan horses, and warms), Cuslomer's content or applicallons, third party unauthorized access of
equipment SAAS applications or systems, or machine error.
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EXHIBIT A
SERVICE LEVEL AGREEMENT(SLA)
Service Leval 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 Ws Exhibit A. SLAB are only applicable to production environments. S(As will be
available upon Customer's signature of Kronos' Go live Acceptance Forth for Customer's production envirorunent.
99.75% Application Availability
Actual Application Availability % _ (Monthly Minutes (MM) minus Total Minutes No( Available (TM)) multiplied by 100) and divided by Monthly
Minutes (MM), but riot 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 avallaaWlHy of the Services. Fallure 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 arts or omisslons 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 Inlentlonal or accidental connections or dbaxmections 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 peAorrn 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 — 08:00 am (U.S. eastern time)
Maintenance Pentode Include those maintenance periods mutually agreed upon by Customer and Kronos.
"Monthly Minutes (MMr means the total time, measured In minutes, of a calendar month commencing at 12:00 am of the first day of such
calendar month and ending at 11;59 prn 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 IL (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
Krona records and date unless Customer can provide Kronos with dear and convincing evidence to the contrary.
The Service Level Agreements In this Exhibit, and the related Service Credits. apply on a per production environment basis. For the avoidance of
doubt, Outages In one production environment may not be added to Outages in any other production envkorunenl for purposes of calculating
Service Credits.
Customer acknowledges that Kronos manages Its network traffic In part on the basis of Customer's utillzalion 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 E
KRONOS WORKFORCE READY* - SOFTWARE AS A SERVICE (SAAS) TERMS AND CONDITIONS
Customer and Kronos agree that the tomb and conditions set forth in this Section E shall apply to the Kronos software application programs and
related services and materials (Including applicable documentation) and equipment (if any) specified on an Order Form for Woddome
Ready(coilectively, the "Services'). The Services described on an Order Form shag be delivered by nbans of Customer's permitted access to the
password protected customer area of a Kronos websile.
1. TERM
1.1 The Services shall be deemed to start on the earlier of: a) ninety (W) days from Krona' receipt of the relevant Order Farm; or, b) the date
Customer Is aulhortaad to 'go Ilve' w4h the Services for production purposes, (the "Start Datel, and shall continue Indefinitely on a month -to -
month basis until termtnsted In accordance with the provisions hereof (the 'Tenn'). Customer acknowledges that execution of separate third party
agreements may be required In order for Customer to "go IN** with certain skid -on features of functionality„ including tax MIN services ('Add -on
Features", as tdanlified by Kronos on the Order Form
1.2 Customer may tomatnate the Services at the Agreement for convenlanoo upon thirty (30) days prior written notice,
1.3 Either party may suspend or lorminate the Services of the Agreement upon a material breach of the Agroomant by the other party If such
breach Is not cured within fifteen (15) days after receipt of written nolica, Notwithstanding the foregoing, Kronos may suspend or terminate the
Services or the Agreement Immediately upon notice In the event of any Customer breach of Sections 3 (License to Use), 4 (Acceptable Use), of
Section AA (Confidential Information), below,
1.4 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, fibs a petition seeking reorganization, the other party may request adequate
assurances of future performance. Fellum to comply with such request within ten (10) days of delivery of the request shall entitle the requesting
party to torminato We Agreement Immediately upon written notice to the other.
1.5 If the Agreement is terminated for any reason,
(a) Customer shalt pay Kronos within thirty (30) days all fees accrued for the Services prior to the date of termination, provided that If Customer
terminates Kronos for material breach of the Agreement., Kronos shall be responsible to refund to Customer unused pea -paid service fees, H any;
(b) Customer's right to aomss and use the Services shall be revoked and be of no further force or effect;
(c) Within fifteen (15) days of termination Customer will retrieve Customers historical data in accordance with previously estoWlshad systenh access
procedures and applicable state and federal laws. After such time period, Kronos shall have no hurth, r obligation to store and/or male available
Customer's historical data and may delete same. If Customer requires additional data conversion servkxs from Kmnos, those services may be
contracted from Krona at Kronos' then published rates.
(d) Customer agrees to timely return all Kronos-provided materials related to the Services to limos at Customer's expense or, alternatively, upon
prior written approval of Kronos, provide Kronos with an officer's cortif4calion of the destruction thereof; and
(a) all provisions In the Agreement, which by their nature are Intended to survive terminallan, shall so survive.
2. FEES AND PAYMENT
2.1 In consideration of the delivery of the Services, Customer shall pay Kronos the Setup Fees, the Monthly Service Fees and any additional one
tithe, 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 otherwise Indicated on an Order Form, payment tome for all items except the Setup Fees shall be net upon recelpl of
Invoice, Except as expressly set forth In this Section E, all amounts paid to Kronor are non-refundable.
2.2 The Setup Fees shall be Invoiced upon execution of the Order and shall be due net 30 days following date of Invoice, Customer
acknowitrdgas that setup fees may be charged to Customer by third parties for Add -on Features. Monthly Service fees shall be based on monthly
periods that begla an the Start Date Monthly Service Fees shag include fees for Equipment rental, N any, as described in Section 8 below.
Monthly Service Fees for Services added on or before the I e day of a given month will be charged for that full monthly period and each monthly
period of that Term t erestI MomMy Service Fees for Servtcos added after the IV day of a given month wig begin to accrue as of the 161 day of
the following month and will be charged for each monthly period O the Tenn thereafter. Monthly Service Fees shall be Invoiced promptly following
the end of the calendar month In which the Monthly Service Foes 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, at 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 balls: or, (c) par transaction basis (a.g.: pay slateernsnt). For purposes of the Agreement,.
an employee shall be deemed an Active Employee durtng any 'applicable bluing period If through the Sarvicarsi (1) time has been entered for
such employee;. (il) records have been Included for such employee for the ,purpose of prouarssirhg payroll: (ill) records have been Included for such
emptoyee within an imporl1export process, (iv,) such employee has accessed the Services„ regardless of the purpose: (v) benefit time has been
accrued for suet► arnployee; (W) human resource reporting has been, perfonmed 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 basis, Customer agrees to pay Kronos each month during
the Tenn In which charges accrue no less than the minknum monthly fees ('Mlntmum Monthly Fees') as Identified on the Order Form, The
Minimum Monthly Fees shall be calculated by Kronos based on Customer's anticipated monthly Usage of the Services plus Equipment rental
fees, If any. In the event that Customer does not reach the anticipated Usage upon which the Minimum Monthly Fees was based for any given
month during the Tenn, Customer shag remain responsible for paying fie Minimum Monthly Fees for that month. If an Order Form or the
Agreement Is suspended by Krona for non-payment or otherwise terminated by Krona for cause, Customer shall remain gable 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, Kronce may, without limiting Its other rights
and remedies, accelerate unpaid fee obligations under such agreements so that all such obligations became Immediately due and payable, and
suspend Services until such amounts are paid In full. Krona wit provide at least 7 days' prior notice that Custamer's account is overdue before
suspending Services.
2.5 Deleted Intentionally.
23
3. UCENSE TO USE
3,1 Subject to the terms and conditions of this Section E, Kronos hereby grants Customer during the Term a limited, revocable„ non-curclusive,
non•transfarable, non -assignable Ilcense to use for Internal buslness purposes only a) the Kronos application(s) and related services, Including
applicable Services description documenWon and training materials (its "tlocumenlakhon"); and, b) any embedded third party sotiware, librarkrs,
or other components, which oolledivsly cornprisas the Services. The Smvicas contain proprietary trade secret technology of Kronos. Unauthorized
use and/or copying of such Services are prohibited by few, Including united Slates and foreign copyright law. Customer may use the software
Included In the Services In object code torn only, and shah not reverse compile, disassemble or otherwise convert such software Into uncompiled
or unassembled code. Customer acknowledges and agrees Met fire license to use the Services Is limited based upon authorized Usage and the
amount of the Monthly Service Fears to be paid by Custorer. Cuslomar agrees to use only the modules and/or features described on the Order
Form, Customer agrees not to use any oibor modules at features unless Customer has licarrsad such additional modules Of features. Customer
may viol relicense or subl'lonse the Services, or otherwise permit use of the Servifvss (Including timesharing or networking use) by any third party.
Customer may not provkfe service bureau or other data processing services that make use of ilia Services without the express prior written
consent of Kronos, No license, tight„ of interest In any Kronos trademark, trader name, or service mark, or those of Kronos' licansors or third party
suppliers ("Suppliml, Is granted hereunder.
3.2 Customer may authorize Its third party contractors and consultants to access the Services on an as needed basis, provided Customer, a)
abides by its obligations to protect confidential Information; b) remains responsible for all such third party usage and compliance with this Section
E of this Attachment; and c) does not provide such access to a competitor of Kronos who provides workforce management services.
13 Customer agrees and ackn as that Kronos retains ownership of all right, We and Interest to the Services, all of which are protected by
copyright and other intellectual property rights, and that, other that) the express Itcernsas granted heroin, Customer shall not obtain or claim any
rights In or ownership Interest to the Service's or any associated Intellectual property rights lharein. Custuarer agrees to comply with all copyright
and other Intellectual property tights notices contained on or in any Information obtained or accessed by Customer through the Services.
3.4 Kronos will make updates and upgrades to the Services (tools, utilities, Improvements, 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 automaticaly as
part of the Services. Kronos Pisa may offer new products and/or services to Customer at an additional charge. Customer shall have the option of
purchasing such new products and/or services under a separate Order Form.
3.6 Kronos reserves the right to change or discontinue the Services, In whole or In part, Including but not limited to, the Internet based services,
technical support options„ and other Services related polNcles. Customer's continued use of the Services after Kronos posts or otherwise notifies
Customer of any changes indicates Customers agreement to those changes.
4. ACCEPTABLE USE
4.1 Customer shall take all reasonable steps to ensure that no unauthorized persons have access to the Services, and to ensure that no parsons
authorized to have such access shall take arty action that would be in violation of this Section E.
4.2 Customer represents and warrants to Kronos that Customer has the right to publish and disclose Customer's data and other content
('Customer ConlentJ In connection with the Services. Customer represents and warrants to Kronos 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, profane, 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 in contravention of any federal, state, local, foreign or other
applicable law, or rules or regulations of regulatory or adminlslrative organizations, (b) Introduce into the 'Services any virus of other code or
routN" Intended to disrupt of damage the Servloos, or akar„ damage, delete, retrieve or record information about the Servloos or its users; (c)
excessivety overload The Kronor systems used'to provide the Services; (d) perform any secumy Integrity review, pernalration lest, load test, denial
of service simulation or vulnerability scan, (a) use any tool designed to automatically emulate the actions of a human vast (e.g., robots); or, (d)
otherwise act in a fraudulent, malicious or negligent manner when using the Services.
5. CONNECTIVITY AND ACCESS
5.1 Customer acknowledges that It shall (a) be responsible for securing, paying for, and maintaining connectivity to the Services (Including any
and all related hardware, software, third party services and related equipment and components); (b) provide Kronos and Its representatives
with such physical or remote access to Customers computer end network environment as Kronos deems reasonably necessary In order for
Kronos to perform b obligations under this Section E of this Agreement, Kronos is hereby (1) granted access to such Customer data to perform
Its obligations under this Section E of this Agreement and (il) authorized to audit the number of Active Employee counts or other transactions
that have occurred to measure Usage ; (Ili) make all necessary arrangements as may be required to provide such physical access to
Customers computer and network envlrorewt If necessary for Kronos to perform its obligations under this Sectlon E of this Attachment.
5.2 Customer shalthe fully restonstlble for all access requirements Imposed by law, rule, regulation or contract In order for Kronos to deliver the
Services pursuant to Ina terns of ibis Section E of this Agreement Customer shall provide 30 calendar days advance written notice to Kronos
of any change, modification, or reoranfiguration of components or elements of the Customers computer and network environment which may, In
any manner,. affect Customer's access to The Services..
6. SUPPORT
a) Implementation. Kronos will configure the Services 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. Kronas and Customer's krnplementation responsibilities are described more specifically In the Services Implementation
Guideline set forth
at; htto //www kronos corNoroductstworkforce-readvlim otementatlon.auidlines asp x .In the event of Inconsistencies between the
Services Implementation Guideline and this Agreement, the Agreement shallprevall.
26
Depot Exchange Services for Equipment. As needed, Kronce will send a replacement for Equipment rented (in accordance with
Section 8 below) on an advance exchange basis by next -business -day delivery, when available. When Customer receives replacement
Equipment, Customer shall rearm the detective unit to Kronos for repair, Equipment support also Includes Customer access to
Equipment service pecks via the Krone# Customer Portal.
Standard Support Kronos will provide telephone support 8:00 cm, to 6;00 p.m., locall lime, Monday — Friday. Customers also shall be
provided the capability to log questions online We the Krems Customer Podal,
Educational Materials and Content Customer will have scces,, to cgrtaln edocalkool materiels and content (the "Educational Contentl
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 Customers Internal training purposes and may not disclose
such Educational Content to any third party, other then 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 Customers Tnlemal use.
7. CUSTOMER CONTENT
Customer shall own all Customer Content and posts or other inputs into the Services by Customer or others acting on behalf of or through
Customer. Including but not limited to Infommetion, data (such as payroll data, vacation time, and hours worked), logos, text, multimedia Imagas
(e.g. graphics, audio and video rdes), compilations or any other content shared or processed through the Services. Kronos acdmewled,ges, that all
such Customer Content is deemed to be the Confidential Information of Customer„ Notwithstanding the foregoing, Customs( grants Kronos
permission to combine Cuslorner's business data with that of other Customers In a manner Otat does not. Identify the Customer or any indhrtdual In
order to evaluate and Improve the sa vices Kronos offers to custarners. In addition, Kronos may, but shall have no obligation to, monitor
Customer content from time to time to ensure compliance with this $$oion E and applicable law.
8. EQUIPMENT RENTAL
If Customer purchases or rents time docks or other equipment from Kronos, a description of such Equipment (model and quantity) and the
applicable pricing shall be meted on the Order Form (the'Equipmenr), Delivery terms for the Equipment are FOB shipping point, prepay and add.
Customer shall bear all risk of loss or damage while the Equlpment is in transit to Customer.
8.1 The following additional terms apply only 9 Customer rents Equipment from Kronos:
a) Rental Tenn and Warranty Period. The term of the Equipment rental and the 'Warranty Period' for such Equipment shay run
cotenninously with the Term of the other Services.
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 sh,eg
relieve 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
Kronos' prior written consent. Kronos shall have the right to enter Customers premises to Inspect the Equipment during normal
business hours. Kronos reserves the right, at Its sole dk=edon and at no additional cost to Customer, to replace any Equipment with
newer or aftemallve technology Equipment as long as the replacement Equipment at least provides the same level of functionality as
that being replaced,
d) Ownership. Alt Equipment shall remain the properly of Kronos. AN Equipment Is, and at all limes shall remain, separate Items of
personal prnparty, notwithstanding their attachment to other equipment or real property. Customer shall not self 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).
a) Equipment Support. Kronos shag provide to Customer the Equipment support services described In Section 6 above. The cost of such
support service shall be included In the Monthly Services Fees,
Return. Of Equipment. Upon termination of the Agreement or The applicable Order Poem, Customer agrees that Customer shalt disconnect, orate
and return the Equipment to Kronos within thirty (30) slays at Customers 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 time period, Kronos shall Invoice
Customer for the then list price of the Equipment. Return Of Equipment. Upon termination or the Order Form, Customer agrees that Customer
shag disconnect, crate and return the Equipment to Kronos within thirty (30) days at Customers 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 tare period,
Kronos shall Invoice Customer for the then Ilel price of the Equipment,
8.2 The following additional terms apply only 0 Customer purchases Equipment from Kronos:
Ownership and Warranty Period. Title to the Equipment shalt pass to Customer upon delivery to the carter (FOB — Shipping Point,
Prepay, and Add). The "Warranty Padod" for the Equipment shall be for a period) of ninaly+ (90) days from such delivery.
Equipment. Support. Kronos shall! proMe to Customer The Equipment support services described In Section 6 above If purchased
separatety by Customer as Indicated am the applicable Order Fenn, if purchased, Equipment support services shall commence upon
expiration of the Warranty Period.
9. SERVICE LEVEL AGREEMENT
Kronos shall (a) provide basic support for the services at no additional charge„ (b) use commercially reasonable efforts to ntako the Samoa'$
available 24 hours a day„ 7 days a week, except for, (I) planned downtime (when It shall give at least 6 hours notice vte the services and shati
schedule to the extent practicable during the weekend hours from 6t00 p.m, Friday to 3�00 am, Monday, eastern line)„ or (li) any unavatiabisty
caused by circumstances beyond Kronos' reasonable control, Inctudlkmg without Ilrnitatlon, area of god, acta of government, flooda, fires,
earthquakes, dvd unrest, sets of terror, strikes or other labor problems (other than those Involving Kronos employees), Internal service provider
failures or deiays, or denial of service attacks, and (Idi) provide services In accordance with applicable laws and government regulations..
10. LIMITED WARRANTY; DISCLAIMERS OF WARRANTY
10.1 Kronos represents and warrants that 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' obllgatlon and Customers remedy for "breach of the above 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 deficiencies In the
27
Services, after using Its conxnerdely reasonable efforts to do so, Customer shall be entitled to terminate the then remaining tern of the Order
Form for cause In accordance with Section 1 above as Customers remedy, Kroncs' obilgations hereunder for breach of warranty are conditioned
upon Customer notifying Kronos of the material breach in writing, and provldIng Kronos with sufficient evidence of such non-conformily to enable
Kronos to reproduce and/or verify the some.
10,3 Kronos warrants that all equipment shall be free from defects In materials and workmanship during the warranty period as described In
article 8 above. In the event of a breach of this warranty, customer's exclusive remedy shall be Kronos' repair or replacement of the deficient
equipment, at Kronos' option, provided that customees use, Installation and maintenance thereof have conformed to the published specifications
for such equlprwL This warranty Is extended to customer only and shall not apply to any equipment (or parts thereof) In the event at.
a) damage, defects or malfunctions resulting from misuse, accident, neglect, tampering, (Including modification or replacement of any
Kranos components on any boards supplied with the Equipment), unusual physical or electrical stress or causes other than normal and
Intended use;
b) failure of Customer to provide and maintain a suitable Installation environment, as specified In the published specifications for such
Equipment; or
c) malfunctions resulting from the use of badges or supplies not approved by Kronos.
EXCEPT AS WARRANTED IN THIS SECTION 10. KRONOS HEREBY DISCLAIMS ALL WARRANTIES, CONDITIONS, GUARANTIES AND
REPRESENTATIONS RELATING TO THE SERVICES, EXPRESS AND IMPLIED. ORAL OR IN WRITING, INCLUDING THE IMPLIED
WARRANTIES OF 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 SOFTWARE OR EQUIPMENT OR ANY RESULTS TO BE ACHIEVED
THEREFROM. KRONOS PROVIDES NO WARRANTY FOR SUPPLIER HARDWARE OR SOFTWARE EXCEPT AS OTHERWISE
SPECIFICALLY PROVIDED ON AN ORDER FORM.
11.0 DATA SECURITY
11.1 As part of the Services, Kronos shag provide administrative, physical, and technical safeguards for protection of the security, confidentiality
and Integrity of Customer data. Customer acknowledges that such safeguards endeavor to mftigate 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 this Section E.
11.2 As between Customer and Kronos, all personalty identifiable data contained In any applications or systems supplied by Kronos, or to which
Kronos has access to under this Section E ('Personally Identifiable Dotal is Customer's Confidential Information and will remain the property of
Customer. Customer represents that to the best of its knowledge such Personally Identiflable Data supplied 10 Kronos is accurate. Customer
hereby consents to the use, prooessing and/or disclosure of Personalty Identifiable Data by Kronos and Its Suppliers wherever located only for the
purposes described herein and only to the extent such use cc processing is necessary for Kranos to carry out Its duties and responsiblilles 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 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 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.
12. RESPONSABILITY OF CUSTOMER
12.1 If notified In writing of any action (and ON prior related dalrms) brought against Customer based on a ciakn that the S-ervices infringe or
misappropriate any United States or Canadian copyright or patent, Kronas will Indemnify and hold Customer harmless and defend such action at
its sole cost and expense and pay all costs lnr uding reasonable allormy fees and damages resulting from such cial . Kronos will have sale
control of the defense of any such action and all negotiations for No settlement or compromise. Customer will cooperate fully at Kronos' expense
with Kronos In the defense, selftment 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 g In Kronos" opinion, the
Services are t'lely to become the subject of a successful claim of such Infringement or misappropriation„ Kronos, at Kronos` option and expense,
will use com menially reasonable efforts to (a) procure for Customer the right to continue using the Services as provided In the Aglreemenl, (b)
replace or modify the Services so that they became non -Infringing but remains substantively sirmlar to the affected Services, and If neither (a) at
(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 Servkes covering tiro period of their unavailability.
12.2 Kronos shall have no Ifabllty to indemnify or defend Customer to the extent the alleged infringement is based an: (a) a modification of the
Services by anyone other than Kronos; (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 arty 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 al the Services by Customer other /barn in accordance with the terns 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 Ifabifity win be to assign to Customer Kronos' or Supplier's recovery rights with respect to such
Infringement claims, (provided that Kronos and/or its Supplier shall use commercially reasonable efforts at Customer's coat to assist Customer in
seeking such recovery from such licensor).
12.3 Customer shall be responsible for an cost and expense and pay all costs, Including reasonable aftomey's fees and damages of Kronos or its
28
Suppliers, If the action Is arising from or relating to: (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 fumished by Kronos, provided that such
Customer modification and/or combination Is the cause of such kAfternent and was not authorized by Kronos: or, (a) a claim that the Customer
Content Infringes in any manner any intelisctuat proparly 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 publicly, privacy or personality, or has of rerMse
caused or resulted In any tort„ Injury, damage or hams, to any other person. Customer will have sole control of the defense of any such action and
all negotiations for Its settlement or compromise. Kronos will cooperate fully at Customers expense with Customer In the defense, settlement or
compromise of any such action.
13. LIMITATION 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.
13.2 EXCEPT FOR KRONOS' INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 12 ABOVE, THE TOTAL AGGREGATE
LIABILITY OF KRONOS OR ITS SUPPLIERS TO CUSTOMER AND/OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT
SHALL BE LIMITED TO DIRECT DAMAGES PROVEN BY CUSTOMER, SUCH DIRECT DAMAGES NOT TO EXCEED AN AMOUNT EQUAL
TO THE TOTAL NET PAYMENTS RECEIVED BY KRONOS FOR THE SERVICES IN THE TWELVE MONTH PERIOD IMMEDIATELY
PRECEDING THE DATE IN WHICH THE CLAIM ARISES_
13.3 IN NO EVENT SHALL KRONOS OR ITS SUPPLIERS, THEIR AFFILIATES, SERVICE PROVIDERS, OR AGENTS BE LIABLE TO
CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR FOR
ANY LOST OR IMPUTED PROFITS OR REVENUES, LOST DATA OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING
FROM DELAYS, NONDELIVERIES, MISDELIVERIES OR SERVICES INTERRUPTION, HOWEVER CAUSED, ARISING FROM OR RELATED
TO THE SERVICES OR THIS AGREEMENT, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED,
WHETHER BREACH OF WARRANTY, INDEMNIFICATION, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, AND WHETHER LIABILITY
IS ASSERTED IN CONTRACT, TORT OR OTHERWISE, AND REGARDLESS OF WHETHER KRONOS OR SUPPLIER HAS BEEN ADVISED
OF THE POSSIBILITY OF ANY SUCH LIABILITY, LOSS OR DAMAGE,
13.4 EXCEPT WITH RESPECT TO LIABILITY ARISING FROM KRONOS' GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. KRONOS
DISCLAIMS ANY AND ALL LIABILITY, INCLUDING SUCH LIABILITY RELATED TO A BREACH OF DATA SECURITY AND CONFIDENTIALITY
OBLIGATIONS, RESULTING FROM ANY EXTERNALLY INTRODUCED HARMFUL PROGRAM (INCLUDING VIRUSES, TROJAN HORSES,
AND WORMS), CUSTOMER'S CONTENT OR APPLICATIONS, THIRD PARTY UNAUTHORIZED ACCESS OF EQUIPMENT, SOFTWARE OR
SYSTEMS, OR MACHINE ERROR
r��
THE STATE OF TEXAS §
COUNTY OF DENTON §
ADDENDUM #1 TO t.ON°I'RA(.';"T #5565
BY AND BETWEEN THE CITY OF DENTON. TEXAS
AND KRONOS. 1NCQRPORATED
THIS ADDENDUM TO CONTRACT (hereafter the "Addendum") to a Contract
by and between the Harford County Public Schools, and Kronos Incorporated (Contract
14-JLR-003, hereafter referred to as the "Agreement") defined as an indefinite quantity
contract with no specific assigned dollar value, which was heretofore executed on March
6, 2014, and was approved within the authority of the Harford County Public Schools;
and said Agreement was heretofore entered into by and between the Harford County
Public Schools, a Maryland Public School District with its offices at 102 South Hickory
Avenue, Bel Air, Maryland 21014; and the firm of Kronos Incorporated with its offices at
297 Billerica Road, Chelmsford, Massachusetts; and
The original Agreement provided for the ability of other governmental entities to
"piggyback" or utilize the contract through the U.S. Communities Cooperative
Purchasing Program as a Participating Public Agency under the Agreement.
NOW THEREFORE, the City of Denton (City) and Kronos Incorporated
(Kronos) in consideration of their mutual promises and covenants, as well as for other
good and valuable considerations, do hereby AGREE to the following Addendum #1,
which amends the following terms and conditions of the said Agreement, to wit:
In the event of any inconsistencies between this Contract and the Agreement, the
following order of precedence in the interpretation hereof or resolution of such conflict
hereunder shall prevail:
(i) this Addendum
(ii) fully executed Order Form Quotes 473874, 473876, 466518, 473771
(the "Order Forms")
(iii) the Agreement (US Communities Contract 14-JLR-003, only Section A,
General Terms and Conditions, and Section D, Kronos Workforce Central — Software as
a Service (SAAS) Terms and Conditions, shall apply to the products purchased on the
Order Forms)
1.
The Section D of the Agreement is hereby modified as follows, to wit:
Section D, provision 13.2, Indemnification: Delete the following last sentence in
this Section 13.2:
1
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.
Section D, provision 13.3, Indemnification. Add "To the extent allowable by
Texas Statutes and Laws", to the first sentence before "Customer".
2.
The Parties hereto agree, that except as specifically provided for by this
Addendum #1, that all of the terms, covenants, conditions, agreements, rights,
responsibilities, and obligations of the Parties, set forth in both the Agreement and now
the Addendum shall be, and will remain in full force and effect.
IN WITNESS WHEREOF, the City of Denton, Texas and Kronos Incorporated,
have each executed this Addendum #1 in two (2) original counterparts, by and through
their respective duly authorized representatives and officers on this the ,. day of
,SkA1 2t.I14.
"CITY"
CITY OF DENTON, TEXAS
A Texas Municipal Corporation
GI^t",,Z�GC, CwAMI�III ol.'"L°��, CITY MANAGE
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
- (�dl- Y J�
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
B ,
2
KR(
IN
ATTEST:
,LES
KRC)N(DS-
Quote P: 473874
Expires: 11/24/2014
BWTo: Attn: Charles Springer
City of Denton
215 E McKinney St
Denton, TX 76201
Solution ID: 6121272
Currency: us
Customer PO N:
Initial Terms: Month to Month
Order Form -Workforce Central SaaS for SMB 011.
Order Type: Standard US
Date: 8/4/2014
Ship To:
Attn: Charles Springer
City of Denton
215 E McKinney St
Denton, TX 76201
Email:
exception@krorios.com
FOB:
Shipping Point
Ship Method:
Fed Ex Ground
Freight Terms:
Prepay & Add
This order entered into between the Customer and Kronos is subject to the terms and conditions of the Contract 414-JLR-003 dated March 18m, 2014 between the Lead Agency (acting as the "Owner")
and Kronos Incorporated (as the "Contractor")
The Professional Services (excluding the CORE SMB PROFESSIONAL / EDUCATIONAL SERVICES) listed herein will be invoiced in accordance with the following schedule�
Standard Deployment Month 1 $11,280.00
Standard Deployment Month 2 $11,280.00
Standard Deployment Month 3 $11,280.00
Advanced Deployment Month 1 $18,360.00
Advanced Deployment Month 2 $18,360.00
Advanced Deployment Month 3 $18,36000
Kronos agrees to complete the services described in the SSS for the fixed fee set forth herein, unless additional hours are required to complete such services due to a material change in the scope of the
project, Customer's delay in fulfilling its obligations, or as a result of a change in the complexity of the original scope of services based on information unknown at the time the parties entered Into the
SSS Any such additional hours shall be agreed upon by the parties pursuant to the Change Order process described in the SSS and the fixed fee amount described herein shall be amended as provided in
such Change Order, If Kronos has not invoiced for the entire fixed fee amount as set forth in this SSS (and any Change Orders, if applicable) upon completion of the services, Kronos will invoice Customer
for any remaining fees up to the fixed fee amount and Customer shall pay such fees upon the payment terms agreed upon by the parties.
Start Date: Earlier ol'go-live or 90 days frorn the data this Order Form is signed bythe parties,
.................................... . .. . . .................... ....... . . . ........... . . ......
[KOW11-9AMERWAP6 FA W F011 EXIEPNAI. OUTIXT So,oa Included
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Kronos I Time & Attendance - Scheduling - Absence Management - HR & Payroll - Hiring - Labor Analytics
Kronos Incorporated 297 Billerica Road Chelmsford, MA 01824 (800) 225-1561 (978) 250-9800 www.Kronos.com
PROFESSIONAL SERVICES -ADVANCED CONFIGURATION 1
PROFESSIONAL SERVICES BASE DEPLOYMENT TELESTAFF
Kronoslnc
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Name. I
Title ________-..
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Kronos I Time & Attendance - Scheduling - Absence Management - HR & Payroll - Hiring - Labor Analytics
Kronos Incorporated 297 Billerica Road Chelmsford, MA 01824 (800) 225-1561 (978) 250-9800 www.Kronos.com
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City of Deriton
Workforce T(fleStaff (Fixe(l So,I)pe / Fixed Feo)
SaaS SMB
six
Sales Exewtive
Jamie Haskins
Prees Consultant
..........
Expirdon, Date
. .............
12/31/2014
SerAce PoMlo Consultant
Charley Rose
Customer Narrw
City of Denton
File Name Control ID
2015-11237
SOWCroate Date
10/8/2014
Revision
3
Project Type
'Net New
ttrs
. .
Pending
. . . . . ..............
(C) 2014. Krunce Incavorated. All rights reserved. Infanneflon within Is subject to change without notice.
CONFIDENTIAL - Not to be disclosed to third parties without specific written consent from Kronos.
This Statement of Work (also known as the "SOW') documents the agreement between Kronos Incorporated and City of Denton concerning
the services to be performed by Kronos, including the deliverables, the costs of the project, the responsibility of each party and how the
project will be managed.
Implement Workforce TeleStaff
The following products are considered in scope for the services and fees defined within this document, unless otherwise noted
below. Additional products and/or licenses may incur additional fees.
Product
Implementaton Type
Version
Workforce TeleStaff Enterprise
New
4.x
Workforce TeleStaff Global Access
New
4.x
Workforce TeleStaff Gateway Manager
New
4.x
Workforce TeleStaff Institution Focus
New
mmmm 4.x
Workforce TeleStaff Contact Manager
New
4.x
Workforce TeleStaff Gateway Manager Interface to WFC
New
4.x
Depending upon City of Denton resource availability and project task capability, the duration of the project may need to be extended. This
will increase the number of hours required for tasks that are performed on a weekly basis such as managing project communications,
managing/updating project plans, facilitating project meetings and updating project status reports.
Duration of Project -TeleStaff 32 weeks
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,1, Cj���IANGE, cowrROL
If the Scope of Services defined in this document changes at any time during the course of this project, Kronos and City of Denton will
review and adjust the scope and budget of services through standard Kronos change control procedures.
Please review the Kronos Change Control Policy:
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As part of the project, service deliverables may be provided to City of Denton for approval and/or acceptance. Delays in customer
approval/acceptance of deliverables will result in an extension of the project timeline and may result in additional services being
required. To avoid project delays and increased costs, City of Denton should expect to approve/accept deliverables or provide written
notification of errors to Kronos within five (5) business days after receipt of the deliverable. Following the receipt of a revised
deliverable, City of Denton will then have an additional five (5) business days to report that all errors have been resolved and provide
deliverable acceptance.
City of Denton is responsible for developing their workforce management policies and for documenting and disseminating business
procedures and policy changes to support the Kronos system prior to Kronos implementing the policies. The City of Denton Project Team
will attend appropriate Kronos training prior to and while participating in the implementation. City of Denton understands that Kronos
recommends setup of both a DEVELOPMENT and PRODUCTION environment.
Commitment from City of Denton upper management is crucial to the success of the project. Kronos assumes City of Denton will assign a
Project Executive Sponsor. The Executive Sponsor is responsible for implementing the necessary change management for City of
Denton to embrace using an automated Workforce Management system and for ensuring the Project Team is appropriately staffed, made
available and is executing their tasks according to the Project Plan.
. "IU EID GUIIIDEI�.�JNES
For the services set forth in this Statement of Work (and on the corresponding Order Form for such services), Kronos agrees to complete
the services described herein for the fixed fee set forth herein, unless additional hours are required to complete such services due to a
material change in the scope of the project, City of Denton's delay in fulfilling its obligations, or as a result of a change In the complexity of
the original scope of services based on information unknown at the time the parties entered into this SOW. Any such additional hours shall
be agreed upon by the parties pursuant to the Change Order process described in the SOW and the fixed fee amount described herein
shall be amended as provided in such Change Order. If Kronos has not invoiced for the entire fixed fee amount as set forth in this SOW
(and any Change Orders, if applicable) upon completion of the services, Kronos will invoice City of Denton for any remaining fees up to the
fixed fee amount and City of Denton shall pay such fees upon the payment terms agreed upon by the parties.
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11 'SRO ECT F�11 NING AIM h0i,NAGEM0111..
Kronos will deliver a customer implementation guide, a project workbook or checklist and facilitate periodic status meetings.
MtinaigemeM Dewipflon
Delivered Project Support Services / TeleStaff `Included
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During this phase of the project, Kronos assists City of Denton with ensuring all applicable requirements and Solution Design documents for
the implementation of the product(s) are understood and completed.
Customer's Commitment
Prior to this phase of the project, City of Denton shall arrange for acquisition and setup of necessary system hardware and establish
Internet connectivity at the server(s). City of Denton shall also arrange for installation and network testing of the Timekeeper terminals, if
purchased. In addition to completing the requisite Kronos training, the City of Denton Project Manager shall ensure that all internal
resources are coordinated and scheduled to participate in each assessment per their domain expertise or role as a decision maker. Also
during this phase, the City of Denton Project Manager shall begin to develop testing and education plans.
.......................... a...............,........., ....
During this phase of the project, Kronos and City of Denton jointly build the solution per the in -scope application building blocks. In addition,
Kronos guides City of Denton to perform configuration unit testing to validate the rules against the solution design.
Customer's Commitment
During this phase of the project City of Denton will provide access and security to the applicable network and servers and dedicate or make
available, appropriate resources with the necessary domain experience. It may be necessary for the City of Denton Project Manager to
provide communication and access to a Third Party Software vendor during the build and testing of integration components or custom
attributes.
Integrations In Scope
1 Gateway Manager: distinct message types (non-Kronos)
1 TeleStaff Databases; Scope includes: Standard person import from WFC; Standard Accrual import from WFC, Standard Roll -call punch from
Standard Roster/schedule export to WFC
Workforce TeleStaff Enterprise
This product will be implemented in phase 1
Number of Employees within Scope 385
Woridoroe TeleStaff Enterprise Standard Deployment
The database platform will be SQL Server
Total number of environments 2,
Number of Sites (facilities, locations, etc.) 1
Distinct Implementations we # of Divisions Division Names
Fire -160 2 Suppression and Admin
Police 225 2 Patrol and Admin
Distinct Implementations: 2 _ 385 4
Workforce TeleStaff Enterprise Standard Deployment Professional Services Scope
...........
o
Lead Application Configuration Assessment for organizational structure review; Lead up to 5 deployment sessions for: Authorities, Ranks,
ShIfts, Specialties, Work codes, Work code business rules, Roster Views; Remote Project Support
4 Divisions
„ Lead Technical Assessment Readiness Call; Application Install
Global Access Standard Deployment
Institution Focus Standard Deployment
Contact Manager Standard Deployment
Standard Payroll Export
Education Strategy Guidance
Standard Testing Guidance
Train -the -Trainer Workshop
Deployment Planning and Go -Live Support
Workforce TeleStaff Enterprise Advanced Deployment -M
Number of Sites (facilities, locations, etc.)
Dlstlnct Implementations size �.� # of Dlvlslons wvv DIvlslon Na
Fire 160 1 Suppression and Admin
Police 225 1 Patrol and Admin
Distinct Implementations: 2 385 2
Workforce TeleStaif Enterprise Advanced Deployment Professional Services Scope . .
• Lead Application Configuration Assessment; Configure: Minimum counts, staffing alarms, vacancy rules & strategies
2 Divisions
As part of your overall solution, Kronos Educational Services are included to help secure maximum user adoption. Kronos Educational
Services has included an education strategy to train the implementation, functional and technical project team members and end
users. The curriculum is structured by employee job role to ensure that each member of your team who interacts with the application has a
clear learning path designed to develop knowledge in a logical sequence.
KnowledgePass provided through SaaS SMB
KRONOS' .......... . --11111-11,11,11- . . .......... .... . .......... .... . ......
. ...... .. . .
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7, PROJ,'ICT COS T l%P, P lJ% 1CHEDULES
All estimates are quoted in USD. US Communities pricing.
7.1. PROFESSIONAI SORACEES
Milestone lovolco Payment Schedule
Standard Deployment Month 1
$11,280.00
Standard Deployment Month 2
$11,280.00
Standard Deployment Month 3
$11,280.00
Advanced Deployment Month 1
$18,360.00
lAdvanced Deployment Month 2
$18,360.00
Advanced Deployment Month 3
$18,360.00
. .......... . ....
Professional Services Total
$88.920.
.......... ........e.e
P //JA r 1 )R ! AND
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SUBMITTED AND APPROVED BY KRONOS REPRESENTATIVE
I
By, "" �v�__......�...... Date: _....1 O199/14 ......__ _.,.,...�.,.,.,.,...,.,._. ..
Title:, Sa iiraSrChtaCt.....................................................................................................................................
This Statement of Work is subject to City of Denton's agreement with Kronos governing Professional, Education and Cloud Services. By
signing below, City of Denton's authorized representative agrees to purchase the services described herein.
ACCEPTED AND AGREED
City of Denton
By:
Title:
Date:
City of Denton may make necessary copies of this document for the sole purpose of facilitating internal evaluation and/or execution of
proposed project. Otherwise, the document or any part thereof may not be reproduced In any form without the written permission of
Kronos Incorporated. All rights reserved. Copyright 2014.
KRONOS'
. . .. .......
I.I. BIGAGEMEhrr GUIDS-INES
Please review the Kronos engagement guidelines:
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