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9
<br />Rev. 101019
<br />Information and will remain the property of Customer. Customer represents that to the best of Customer’s
<br />knowledge such Personally Identifiable Data supplied to Kronos is accurate. Customer hereby consents to
<br />the use, processing or disclosure of Personally Identifiable Data by Kronos and Kronos’ Suppliers wherever
<br />located only for the purposes described herein and only to the extent such use or processing is necessary for
<br />Kronos to carry out Kronos’ duties and responsibilities under the Agreement or as required by law.
<br />12.3 Prior to initiation of the Services under the Agreement and on an ongoing basis thereafter, Customer
<br />agrees to provide notice to Kronos of any extraordinary privacy or data protection statutes, rules, or
<br />regulations which are or become applicable to Customer’s industry and which could be imposed on Kronos
<br />as a result of provision of the Services. Customer will ensure that: (a) the transfer to Kronos and storage of
<br />any Personally Identifiable Data by Kronos or Kronos’ Supplier’s data center is permitted under applicable
<br />data protection laws and regulations; and, (b) Customer will obtain consents from individuals for such
<br />transfer and storage to the extent required under applicable laws and regulations.
<br />12.4 Kronos will notify Customer in accordance with applicable laws upon becoming aware of an
<br />unauthorized access of Customer Content.
<br />12.5 Customer agrees that Kronos may use sub-processors to fulfill its contractual obligations under the
<br />Agreement. The list of sub-processors that are engaged by Kronos to carry out processing activities on
<br />Customer Content on behalf of Customer can be found at: https://www.kronos.com/workforce-central-
<br />cloud/subprocessors
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<br />13. INDEMNIFICATION
<br />13.1 Kronos shall defend Customer and its respective directors, officers, and employees (collectively, the
<br />“Customer Indemnified Parties”), from and against any and all notices, charges, claims, proceedings,
<br />actions, causes of action and suits, brought by a third party (each a “Claim”) alleging that the permitted uses
<br />of the Services infringe or misappropriate any United States or Canadian copyright or patent, and Kronos
<br />will indemnify and hold harmless the Customer Indemnified Parties against any liabilities, obligations, costs
<br />or expenses (including without limitation reasonable attorneys’ fees) actually awarded to a third party as a
<br />result of such Claim by a court of applicable jurisdiction or as a result of Kronos’ settlement of such a Claim.
<br />In the event that a final injunction is obtained against Customer’s use of the Services by reason of
<br />infringement or misappropriation of such copyright or patent, or if in Kronos’ opinion, the Services are likely
<br />to become the subject of a successful claim of such infringement or misappropriation, Kronos, at Kronos’
<br />option and expense, will use commercially reasonable efforts to (a) procure for Customer the right to continue
<br />using the Services as provided in the Agreement, (b) replace or modify the Services so that the Services
<br />become non-infringing but remain substantively similar to the affected Services, and if neither (a) or (b) is
<br />commercially feasible, to (c) terminate the Agreement and the rights granted hereunder after provision of a
<br />refund to Customer of the Monthly Service Fees paid by Customer for the infringing elements of the Services
<br />covering the period of their unavailability.
<br />13.2 Kronos shall have no liability to indemnify or defend Customer to the extent the alleged infringement
<br />is based on: (a) a modification of the Services by anyone other than Kronos; (b) use of the Applications other
<br />than in accordance with the Documentation for such Service or as authorized by the Agreement; (c) use of
<br />the Services in conjunction with any data, equipment, service or software not provided by Kronos, where
<br />the Services would not otherwise itself be infringing or the subject of the claim; or (d) use of the Services by
<br />Customer other than in accordance with the terms of the Agreement. Notwithstanding the foregoing, with
<br />regard to infringement claims based upon software created or provided by a licensor to Kronos or Suppliers,
<br />Kronos’ maximum liability will be to assign to Customer Kronos’ or Supplier’s recovery rights with respect
<br />to such infringement claims, provided that Kronos or Kronos’ Supplier shall use commercially reasonable
<br />efforts at Customer’s cost to assist Customer in seeking such recovery from such licensor.
<br />13.3 Customer shall defend Kronos, its Suppliers and their respective directors, officers, employees, agents
<br />and independent contractors (collectively, the “Kronos Indemnified Parties”) from and against any and all
<br />Claims, and will indemnify and hold harmless the Kronos Indemnified Parties against liabilities, obligations,
<br />costs or expenses (including without limitation reasonable attorneys’ fees), arising out of: (a) employment-
<br />related claims arising out of Customer’s configuration of the Services; (b) Customer’s modification or
<br />combination of the Services with other services, software or equipment not furnished by Kronos, provided that
<br />such Customer modification or combination is the cause of such infringement and was not authorized by
<br />Kronos; or, (c) a claim that the Customer Content infringes in any manner any intellectual property right of
<br />any third party, or any of the Customer Content contains any material or information that is obscene,
<br />defamatory, libelous, or slanderous violates any person’s right of publicity, privacy or personality, or has
<br />otherwise caused or resulted in any tort, injury, damage or harm to any other person. Customer will have
<br />sole control of the defense of any such action and all negotiations for its settlement or compromise. Kronos
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