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1 <br />Rev. 101019 <br />WORKFORCE CENTRAL - SOFTWARE AS A SERVICE <br />TERMS AND CONDITIONS <br /> <br /> <br />Customer and Kronos Incorporated (“Kronos”) agree that the terms and conditions set forth below shall apply <br />to the Kronos supply of the commercially available version of the Workforce Central SaaS Applications in <br />Kronos’ hosting environment, the services related thereto, and the sale or rental of Equipment (if any) <br />specified on a Kronos Order Form. The Applications described on the Order Form shall be delivered by <br />means of Customer’s permitted access to the Kronos infrastructure hosting such Applications. <br /> <br />Kronos and Customer hereby further agree that Kronos and/or its direct and indirect majority owned <br />subsidiaries may enter into orders with Customer and/or its direct and indirect majority owned subsidiaries <br />subject to the terms and conditions of this Agreement. By signing and entering into an Order Form that <br />expressly references this Agreement, each such subsidiary of Kronos and/or Customer will be deemed to <br />have agreed to be bound by the terms and conditions of this Agreement and all references in this Agreement <br />to “Kronos” shall be references to the applicable Kronos entity entering into the order, and all references in <br />this Agreement to “Customer” shall be references to the applicable Customer entity entering into the order. <br /> <br />1. DEFINITIONS <br />“Acceptable Use Policy” means the Kronos policy describing prohibited uses of the Services as further <br />described at: https://www.kronos.com/policies/acceptable-use <br /> “Agreement” means these terms and conditions and the Order Form(s). <br />“Application(s)” or “SaaS Application(s)” means those Kronos software application programs set forth on <br />an Order Form which are made accessible for Customer to use under the terms of this Agreement. <br />“Billing Start Date” means the date the billing of the Monthly Service Fees begin to accrue as indicated on <br />the applicable Order Form. Notwithstanding, Implementation Services provided on a time and material basis <br />are billed monthly as delivered. The Billing Start Date of the Monthly Service Fees for any Services ordered <br />by Customer after the date of this Agreement which are incremental to Customer’s then-existing Services <br />shall be the date the applicable Order Form is executed by Kronos and Customer. <br />“Cloud Services” means those services related to Customer’s cloud environment as further described at: <br />http://www.kronos.com/products/workforce-central-cloud/cloud-guidelines.aspx <br /> “Confidential Information” means any non-public information of a party or its Suppliers relating to such <br />entity’s business activities, financial affairs, technology, marketing or sales plans that is disclosed pursuant <br />to this Agreement and reasonably should have been understood by the receiving party, because of (i) legends <br />or other markings, (ii) the circumstances of disclosure or (iii) the nature of the information itself, to be <br />proprietary or confidential to the disclosing party or its Suppliers. <br />“Customer Content” means all content Customer, or others acting on behalf of or through Customer, posts <br />or otherwise inputs into the Services. <br />“Documentation” means user manuals published by Kronos relating to the features and functionality of the <br />Applications. <br />“Equipment” means the Kronos equipment specified on an Order Form. <br />“Implementation Services” means those professional and educational services provided by Kronos to set <br />up the cloud environment and configure the Applications. Unless otherwise set forth on an Order Form as <br />“a la carte” services (supplemental fixed fee, fixed scope services) or “bill as you go” services (time and <br />material services described in a Statement of Work), Kronos will provide, as part of the Monthly Service Fee <br />for the Applications, the fixed fee, fixed scope Implementation Services described in the Services <br />Implementation Detail set forth at: https://www.kronos.com/wfc-saas-implementation-guideline-details- <br />flat-fee <br /> “Initial Term” means the initial billing term of the Services as indicated on the Order Form. The Initial <br />Term commences on the Billing Start Date. Customer may have access to the Services prior to the <br />commencement of the Initial Term. <br />“KnowledgePass Content”/“KnowledgePass Education Subscription” have the meanings ascribed in <br />Section 7.5. <br />“Monthly Service Fee(s)” means the monthly fees described in an Order Form. Monthly Service Fees <br />include fees for usage of the Applications and the Services, Cloud Services as applicable, and Equipment <br />rental, if any. Billing of the Monthly Service Fee(s) commences on the Billing Start Date. <br />“Order Form” means an order form mutually agreed upon by Kronos and Customer setting forth the items <br />ordered by Customer and to be provided by Kronos, including without limitation the prices and fees to be <br />paid by Customer.