HomeMy WebLinkAboutContract 52679-A7Seventh Amendment to Fort Worth City Secretary Contract No. 52679 Page 1 of 2
SEVENTH AMENDMENT TO
FORT WORTH CITY SECRETARY CONTRACT NO. 52679
This Seventh Amendment to Fort Worth City Secretary Contract No. 52679 Seventh
is made between the City of Fort Worth Fort Worth ), a municipal corporation
and immixTechnology, Inc, Vendor .
WHEREAS, Fort Worth and Vendor entered into an Agreement identified as Fort Worth
City Secretary Contract No. 52679 beginning August 19, 2019 ; and
WHEREAS, it is the collective desire of both Fort Worth and Vendor to amend the
Agreement to increase the annual amount by $100,000.00 for a total contract amount of
$750,000.00 and add Exhibit F-6.
NOW THEREFORE, known by all these present, Fort Worth and Vendor, acting herein by
the through their duly authorized representatives, agree to the following terms, which amend the
Agreement as follows:
1.The Agreement is hereby amended to increase the total contract amount by
$100,000.00 annually for a total contract amount of $750,000.00.
2.The parties agree to further amend the agreement to include Exhibit F-6, attached
to this Seventh Amendment, as an exhibit to the Agreement.
3.All other terms, provisions, conditions, covenants and recitals of the Agreement not
expressly amended herein shall remain in full force and effect.
[Signature Page Follows]
Seventh Amendment to Fort Worth City Secretary Contract No. 52679 Page 2 of 2
Executed effective as of the date signed by the Assistant City Manager below.
FORT WORTH:
City of Fort Worth
By: ___________________________
Name: Mark McDaniel
Title: Deputy City Manager
Date: ___________________________
Approval Recommended:
By: ______________________________
Name: Kevin Gunn
Title: Director, IT Solutions
Attest:
By: ______________________________
Name: Jannette S. Goodall
Title: City Secretary
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
and reporting requirements.
By: ______________________________
Name: David Zellmer
Title: Sr. IT Solutions Manager
Approved as to Form and Legality:
By: ______________________________
Name: Taylor C. Paris
Title: Assistant City Attorney
Contract Authorization:
M&C: 24-0137
Approved:2/27/24
1295:2023-1086843
VENDOR:
immixTechnology, Inc.
By:
Name: _____________
Title: _____________
Date: ____________________________
Meghan Cohen
26 June 2024
Sales Manager
Sales Quotation
PLEASE REFERENCE THE FULL IMMIX QUOTE NUMBER AND GOVERNMENT CONTRACT NUMBER ON ALL PURCHASE ORDERS ISSUED AGAINST THIS
QUOTE
PLEASE DO NOT MAIL PURCHASE ORDERS VIA US POSTAL SERVICE. Please email purchase order to kronos@immixgroup.com.
Please include any tax-exempt certificates, where applicable.
INCLUDED AT NO COST:
8610002-001 NORTH AMERICA POWER ADAPTER FOR EXTERNAL OUTLET, INTOUCH DX/DX G2 x 1
1 8610000-003 DIR-TSO-4315 HW Kronos InTouch DX with HID Proximity Card Reader /
8610000-013 UKG INTOUCH DX G2,HID PROX**
TRUSTED PRODUCT **
1 $3,995.4800 $3,995.48
2 99X0000-003 DIR-TSO-4315 HW MNT Kronos InTouchDX with HID Proximity Card Reader
Depot Exchange / UKG INTOUCH DX G2,HID PROX
DEPOT EXCHANGE** TRUSTED PRODUCT **
1 $241.2600 $241.26
3 8610012-001 DIR-TSO-4315 HW Kronos Touch ID Plus Biometric Option for InTouch DX
/ TOUCH ID PLUS OPTION FOR INTOUCH DX/DX
G2** TRUSTED PRODUCT **
1 $1,090.9200 $1,090.92
4 99X0012-001 DIR-TSO-4315 HW MNT Kronos Touch ID Plus Biometric Option for InTouch DX
Depot Exchange / TOUCH ID PLUS OPTION FOR
INTOUCH DX/DX G2 DEPOT EXCHANGE**
TRUSTED PRODUCT **
1 $96.5000 $96.50
$5,086.40
$337.76
$5,424.16
ALEX HINGSTRUM
City of Fort Worth
Fort Worth Water
1130 Fournier
Fort Worth, TX 76102
PH: 817-392-2255
alex.hingstrum@fortworthtexas.gov
DIR-TSO-4315
3CA29
09-869-2374
54-1912608
NET 30
Destination
Order Address:
immixTechnology, Inc.
8444 Westpark Drive, Suite 200
McLean, VA 22102
PH: 703-752-0610 FX: 703-752-0611
Subject to the Terms and Conditions of Contract Number DIR-TSO-4315.
Taxes: Sales tax shall be added at the time of an invoice, unless a copy of a valid tax exemption or resale certificate is provided.
All Purchase Orders must include: End User Name, Phone Number, Email Address, Purchase Order Number, Government Contract Number, Our Quote
Number, Part Numbers, Bill-To and Ship-To Address (Cannot ship to a PO Box), Period of Performance (if applicable), and a Signature of a duly
Authorized Representative.
The identified line items are Trusted Products under the immixGroup Trusted Supplier Program.
immixGroup Trusted Supplier Program Policies, Commitments and Guarantees/Warranties can be obtained at:
http://www.immixgroup.com/uploadedFiles/Trusted-Supplier-Program_Guarantee-and-Warranty.pdf
Stutts, Brian
+1 770-625-7661 Brian.Stutts@immixgroup.com
Q-250677 Mackey, Michelle
515-360-6263 Michelle.Mackey@kronos.com
All Pricing information is confidential Page 1 of 1 Quote # QUO-1453910-T4M0R1
immixTechnology, Inc. Page 1 [reformatted 08.10.2020]
All references to Kronos
acting by and through its supplier, Kronos
TERMS AND CONDITIONS FOR KRONOS PRODUCTS AND SERVICES
KRONOS LICENSE, WARRANTY AND SUPPORT TERMS
A.
SERVICES (EXCLUDING webTA) AND PROFESSIONAL SERVICES
B. KRONOS webTA SUPPORT POLICIES AND SERVICES
C. APPLICATION HOSTING SUPPLEMENTAL TERMS AND CONDITIONS
D. KRONOS WORKFORCE CENTRAL SAAS TERMS
E. KRONOS WORKFORCE READY SAAS TERMS
F. KRONOS PROFESSIONAL AND EDUCATION SERVICES POLICIES
G. KRONOS SUPPORT SERVICES POLICIES (not applicable to WebTA Support)
H. KRONOS WORKFORCE TELESTAFF IVR SERVICE
I.
KRONOS GENERAL COMMERCIAL SALES TERMS
These supplemental terms and conditions apply to accepted order made to Contractor to all Kronos Equipment,
Software, Professional and Educational Services, Support and such other Kronos offerings, as specified on an
the terms of section A shall apply to the Software licensed and Equipment purchase, support and professional
services, Section B shall apply to the Support services of the webTA Software; Section C shall apply to the
Hosting Services purchased in relation with certain Software licensed under Section A; Section D shall apply to
the Workforce central Saas Orders; Section E shall apply to the Workforce Ready Saas Order; Section G shall
applicable to the Software and Equipment support services (except WebTA) and Section H shall apply to the
Workforce Telestaff IVR order
SECTION A
SOFTWARE AND EQUIPMENT SUPPORT SERVICES (EXCLUDING webTA)
1. GENERAL LICENSE TERMS
immixTechnology, Inc. Page 2 [reformatted 08.10.2020]
Kronos owns or has the right to license the Software. The Software and Software documentation are confidential
secret technology. Unauthorized use and copying of such Software is prohibited by law, including United States
and foreign copyright law. The price Ordering Activity pays for a copy of the Software constitutes a license fee
that entitles Ordering Activity to use the Software as set forth below. Contractor grants to Ordering Activity a non-
exclusive, nontransferable, perpetual (except as provided herein) license to use the
Software. Ordering Activity shall not use the Software if it is in breach of the terms of this Section A. Upon
termination of this license Ordering Activity will have no further right to use the Software and will return the
Software media to Kronos and destroy all copies of the Software (and related documentation) in Ordering
A of this Attachment A.
2. FEE BASED LIMITATIONS
Ordering Activity recognizes and agrees that the license to use the Software is limited, based upon the amount of
the license fee paid by Ordering Activity. Limitations, which are set forth on the Order Form, may include the
number of employees, simultaneous or active users, Software product modules, Software features, computer
model and serial number and partition, and/or the number of telephone lines or terminals to which the Software is
permitted to be connected. Ordering Activity agrees to: i) use the Software only for the number of employees,
simultaneous or active users, computer model, partition and serial number, and/or terminals permitted by the
applicable license fee; ii) use only the product modules and/or features permitted by the applicable license fees;
increase the number of employees, simultaneous or active users, partitions, terminals, products modules, features,
or to upgrade the model, as applicable, unless and until Ordering Activity pays the applicable fee for such
increase/upgrade. Ordering Activity may not relicense or sublicense the Software to, or otherwise permit use of
the Software (including timesharing or networking use) by any third party. Ordering Activity may not provide
service bureau or other data processing services that make use of the Software without the express prior written
consent of Kronos.
3. OBJECT CODE ONLY
only, and shall not reverse compile, disassemble or otherwise convert the Programs into uncompiled or
unassembled code. The Programs include components owned by third parties. Such third party components are
deemed to be Software subject to this Section A of this Attachment A. Ordering Activity shall not use any of the
Programs (or the data models therein) except solely as part of and in connection with the Software and as
described in the published documentation for such Software.
4. PERMITTED COPIES
Ordering Activity may copy the Programs as reasonably necessary to load and execute the Programs and for
backup and disaster recovery and testing purposes only, except for additional copies of the Teletime Software and
the Kronos iSeries (which must be licensed separately). All copies of the Programs or any part thereof, whether in
printed or machine readable form and whether on storage media or otherwise, are subject to all the terms of this
license, and all copies of the Programs or any part of the Programs shall include the copyright and proprietary
rights notices contained in the Programs as delivered to the Ordering Activity.
5. UPDATES
immixTechnology, Inc. Page 3 [reformatted 08.10.2020]
In the event that Kronos supplies Service Packs, Point Releases and Major Releases (including legislative updates
the provisions of this license shall apply to such Updates and to the Software as modified thereby.
6. LIMITED WARRANTY
Contractor warrants that all Kronos Equipment and Software media shall be free from defects in materials and
workmanship, for a period of ninety (90) days from Delivery. In the event of a breach of this warranty, Ordering
ntenance thereof have conformed to the
Specifications. This warranty is extended to Ordering Activity only and shall not apply to any Equipment (or parts
thereof) or Software media in the event of:
(a) damage, defects or malfunctions resulting from misuse, accident, neglect, tampering, (including
modification or replacement of any Kronos components on any boards supplied with the Equipment), unusual
physical or electrical stress or causes other than normal and intended use;
(b) failure of Ordering Activity to provide and maintain a suitable installation environment, as specified in the
Specifications; or
(c) malfunctions resulting from the use of badges or supplies not approved by Kronos.
When using and applying the information generated by Kronos products, Ordering Activity is responsible for
ensuring that Ordering
Activity complies with requirements of federal and state law where applicable. If Ordering Activity is licensing
Workforce Payroll Software or Workforce Absence Management Software: (i) Ordering Activity is solely
responsible for the content and accuracy of all reports and documents prepared in whole or in part by using such
Software, (ii) using such Software does not release Ordering Activity of any professional obligation concerning
the preparation and review of such reports and documents, (iii) Ordering Activity does not rely upon Kronos, Best
Software, Inc. or such Software for any advice or guidance regarding compliance with federal (and state laws
where applicable) or the appropriate tax treatment of items reflected on such reports or documents, and (iv)
Ordering Activity will review any calculations made by using such Software and satisfy itself that those
calculations are correct.
7. PROFFESSIONAL AND EDUCATIONAL SERVICES
(a) ENGAGEMENTS
provided on a time and material basis at established fixed hourly prices labor rates and described in a statement of
work.
(b) WARRANTY
Contractor warrants that all professional and educational services performed under this Section A of this
Attachment A shall be performed in a professional and competent manner. In the event that Contractor breaches
this warranty, and Ordering Activity so notifies Kronos through Contractor within 30 days of receipt of invoice for
-perform the
immixTechnology, Inc. Page 4 [reformatted 08.10.2020]
services which were deficient in a manner so as to conform to the foregoing warranty, at no additional cost to
Ordering Activity.
(c) KRONOS PROFESSIONAL/EDUCATIONAL SERVICES POLICIES
purchased under the applicable SOW and are in Section F of this Attachment A. In the event of a conflict between
the Professional Services Policies and this Section A of this Attachment A, the terms of this Section A of this
Attachment shall prevail.
8. SOFTWARE SUPPORT SERVICES
(a) SUPPORT OPTIONS
Ordering Activity may select from the following Software support purchase options: Gold (or Gold Plus) and
Platinum (or Platinum
and/or service offerings, as
Activity must purchase the same Service
Type for all of the Software specified on the Order Form, (however, if Ordering Activity is purchasing support
services for Visionware Software, Ordering Activity may only purchase Gold Service Type for the Visionware
Software). All Updates shall be provided via remote access.
(b) TERM OF SOFTWARE SUPPORT
Unless otherwise indicated on the Order Form, support service shall commence on the Software Delivery date and
shall continue for an initial term of one (1) year. Renewal of support will be agreed by the issuance of a new order
and Contractor accepting such order.
(c) GOLD SERVICE OFFERINGS
Ordering Activity shall be entitled to receive:
(i) Updates for the Software (not including any Software for which Contractor charges a separate license fee),
provided that
mum system configuration requirements, as
reasonably determined by Contractor through Kronos. If Ordering Activity requests Contractor through Kronos to
install such Updates or to provide retraining, Ordering Activity shall issue a new purchase order to Contractor for
current prices.
(ii) Telephone and/or electronic access to the Kronos Global Support Center for the logging of requests for
service during the Service Coverage Period. The Service Coverage Period for the Gold Service Offering is 8:00
a.m. to 8:00 p.m., local time, Monday through Friday, excluding Kronos holidays.
(iii) Web-
base, Ordering Activity forums, and e-case management. Such offerings are subject to modification by Kronos.
Current offerings can be found at http://www.kronos.com/services/support-services.aspx .
(iv) Web-based remote diagnostic technical assistance which may be utilized by Kronos to resolve Software
functional problems and user problems during the Service Coverage Period.
immixTechnology, Inc. Page 5 [reformatted 08.10.2020]
(v) Access to specialized content as and when made available by Contractor through Kronos such as technical
advisories, learning quick tips, brown bag seminars, technical insider tips, SHRM e-Learning, HR Payroll
Answerforce and service case studies.
(d) PLATINUM AND PLUS SERVICE OFFERINGS:
Platinum: In addition to the Service Offerings specified for the Gold Service Offering above, the Service Coverage
Period for the Platinum Service Offering is 24 hours a day, seven days a week, 365 days a year.
Plus option: In addition to the Service Offerings specified for the Gold Service Offering above, Ordering
Activities purchasing the Plus option shall receive the services of a dedicated, but not exclusive, Kronos Technical
-Plus
option shall designate up to one primary and one secondary backup technical c
be the sole contacts with the TAM, while Ordering Activities purchasing the Platinum-Plus option shall designate
up to two primary and three secondary backup Technical Contacts. Upon request, Ordering Activity may
designate additional and/or backup Technical Contacts. Ordering Activity is required to place all primary
Technical Contacts through Kronos product training for the Software covered under this Section A of this
eparate order.
Ordering Activities purchasing the Platinum-Plus option shall also receive a one day per year visit to be performed
at the Ordering Activity location where the Software is installed. During this onsite visit, Contractor through
Kronos shall work with Ordering Activity to identify ways to help Ordering Activity increase functionality or
utilizing the then-current version of the Software.
(e) ADDITION OF SOFTWARE
Additional Software purchased by Ordering Activity as per the ordering procedure set out in the agreement during
the initial or any renewal term shall be added to this Section A of this Attachment A at the same support option as
the then current Software support coverage in place under these terms. Ordering Activity agrees to pay the charges
for such addition as per the Order.
(f) RESPONSIBILITIES OF ORDERING ACTIVITY
Ordering Activity agrees (i) to provide Kronos personnel with full, free and safe access to Software for purposes
the Software in an environment and according to procedures which conform to the Specifications; and (iii) not to
allow support of the Software by anyone other than Kronos without prior written authorization from Kronos.
Activit
not specified by Kronos, then Ordering Activity must purchase the Plus option to receive support and provide
Kronos personnel with full, free and safe access to the remote access hardware and/or software.
(g) WARRANTY
Contractor warrants that all support services shall be performed in a professional and competent manner.
9. EQUIPMENT SUPPORT SERVICES
immixTechnology, Inc. Page 6 [reformatted 08.10.2020]
The following terms and conditions shall supplement the terms and conditions of this Attachment A and shall
govern the equipment support services provided by Contractor through Kronos to Ordering Activity. In the event
of a conflict of inconsistency between the Section A of this Attachment A and this Section 9, the Section A of this
Attachment A shall govern.
Contractor and Ordering Activity hereby agree that Contractor through Kronos shall provide depot equipment
repair support services ("Depot Support Services") for Ordering Activity's Kronos Equipment ("Product(s)")
specified on an Order Form to and from locations within the United States and Puerto Rico pursuant to the
following terms and conditions:
9.1 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 the Section A of this Attachment A entered into between Contractor
and Ordering Activity.
Equipment Support Services can be extended for additional one year terms on the anniversary of its
commencement date ("Renewal Date") if agreed upon by the issuance of a new order and Contractor accepting
such order.
9.2 PAYMENT
Ordering Activity agrees that all Products of the same type that are owned by the Ordering Activity, including
without limitation
Ordering Activity's "Spare Products" (as defined below), will be covered by the Depot Support Services or Service
Packs. Ordering Activity agrees that if Ordering Activity purchases, during the term of the Depot Support
Services, any Products of the same type as those specified on an Order Form, such additional Products shall be
covered by the Depot Support Services.
9.3 DEPOT SUPPORT SERVICE DESCRIPTION
Upon the failure of an installed Product, Ordering Activity shall notify Contractor through Kronos of such failure
and Kronos will provide remote fault isolation at the FRU (Field Replacement Unit) or subassembly level and
attempt to resolve the problem. Those failures determined by Kronos to be Product related shall be dispatched to a
Kronos Depot Repair Center, and Ordering Activity will be provided with a Return Material Authorization
Number (RMA) for the failed Product if Ordering Activity is to return the failed Product to Kronos, as reasonably
determined by Kronos. Ordering Activity must return the failed product with the supplied RMA number. Hours of
operation, locations and other information related to Kronos' Depot Repair Centers can be found at
http://customer.kronos.com/ContactUs.htm and are subject to change. Return and repair procedures for failed
Product shall be provided based on the Depot option - Depot Exchange or Depot Repair - selected by Ordering
Activity on the applicable Order Form and as specified herein and in Kronos' then-current Support Services
Policies which may be found herein under Section G of this Attachment A.
(a) Depot Exchange: Contractor through Kronos will provide a replacement for the failed Product at the FRU
or subassembly level on an "advanced exchange" basis, utilizing a carrier of Kronos' choice. Replacement Product
will be shipped the same day, for next business day delivery to Ordering Activity's location as further described in
the Support Policies. REPLACEMENT PRODUCT(S) MAY BE NEW OR RECONDITIONED. Ordering
Activity shall specify the address to which the Product is to be shipped. All shipments will include the Kronos
provided RMA designating the applicable Kronos Depot Repair Center, as the recipient. Ordering Activity, upon
receipt of the replacement Product from Kronos, shall package the defective Product in the materials provided by
immixTechnology, Inc. Page 7 [reformatted 08.10.2020]
Kronos, with the RMA supplied and promptly return failed Products directly to Kronos using the carrier specified
by Kronos.
(b) Depot Repair: It is Ordering Activity's obligation to purchase and retain, at Ordering Activity's location
and at Ordering Activity's sole risk and expense, a sufficient number of spare products ("Spare Products") to allow
Ordering Activity to replace failed Products at all Ordering Activity locations. Upon failure of an installed
Product, Ordering Activity shall install a Spare Product to replace the failed Product. Ordering Activity shall also
specify the address to which the repaired Product should be return shipped. Ordering Activity shall then return the
failed Product, with the required RMA, to the applicable Kronos Depot Repair Center. Ordering Activity shall
make every reasonable effort to return the failed Product using the same packing materials in which the original
Product was sent. Upon receipt of the failed Product, Contractor through Kronos shall repair the failed Product
and ship it, within ten (10) business days after receipt, to Ordering Activity. Kronos shall ship the repaired Product
by regular surface transportation to Ordering Activity.
9.4 EQUIPMENT SERVICE PACK SUPPORT SERVICE DESCRIPTION
If Ordering Activity purchase the Equipment service packs support, Kronos manufactured terminals specified on
an Order, Ordering Activity shall be entitled to receive:
(a) Service packs for the Terminals (which may contain Terminal system software updates, firmware updates,
(b) Access to the Kronos Support Services Center for the logging of requests for assistance downloading
equipment service packs for the Terminals; and
9.5 RESPONSIBILITIES OF ORDERING ACTIVITY
Ordering Activity agrees that it shall return failed Products promptly as the failures occur and that it shall not hold
failed Products and send failed Product to Kronos in "batches" which shall result in a longer turnaround time and
surcharge to Ordering Activity. In addition, Ordering Activity agrees to:
(a) Maintain the Products in an environment conforming to Kronos' published specifications for such
Products;
(b) De-install all failed Products and install all replacement Products in accordance with Kronos' published
installation guidelines;
(c) Ensure that the Product(s) are returned to Kronos properly packaged; and
(d) Obtain an RMA before returning any Product to Kronos and place the RMA clearly and conspicuously on
the outside of the shipping package. Ordering Activity may only return the specific Product authorized by Kronos
when issuing the RMA.
9.6 SUPPORT EXCLUSIONS
Depot Support Service does not include the replacement of "consumables". In addition, Depot Support Service
does not include the repair of damages, and Ordering Activity will not attempt to return damaged Product,
resulting from:
immixTechnology, Inc. Page 8 [reformatted 08.10.2020]
(a) Any cause external to the Products including, but not limited to, electrical work, fire, flood, water, wind,
lightning, transportation, or any act of God;
(b) Ordering Activity's failure to continually provide a suitable installation environment (as indicated in
Kronos' published installation guidelines) including, but not limited to, adequate electrical power;
(c) Ordering Activity's improper use, relocation, packaging, refinishing, management or supervision of the
Product(s) or other failure to use Products in accordance with Kronos' published specifications;
(d) Ordering Activity's use of the Products for purposes other than those for which they are designed or the use
of accessories or supplies not approved by Kronos;
(e) Government imposed sanctions, rules, regulations or laws preventing the shipment of the Products; or (f)
Ordering Activity's repair, attempted repair or modification of the Products.
Professional services provided by Contractor through Kronos in connection with the installation of any Software
or firmware upgrades, if available, and if requested by Ordering Activity, are not covered by Depot Support
Services. Firmware (including equipment service packs) which may be available to resolve a Product issue is not
installed by the Kronos Depot Repair Center but is available for download at Kronos' customer web site provided
Ordering Activity is maintaining the Product under an annual Depot Support Services plan with Kronos.
9.7 WARRANTY
(a) Depot Repair and Exchange warranty: Contractor warrants that all repairs performed under the Section A
of this Attachment A shall be performed in a professional and competent manner.
ALL OTHER WARRANTIES FOR THE DEPOT SUPPORT SERVICES PROVIDED HEREUNDER,
EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE
AND MERCHANTABILITY, ARE EXCLUDED BY AGREEMENT OF THE PARTIES.
(b) Services Pack support Warranty: Contractor warrants that all service packs and firmware updates provided
under this Section A of this Attachment A shall materially perform in accordance with the Kronos published
specifications for a period of ninety (90) days after download by Ordering Activity. In the event of a breach of
maintenance thereof have conformed to the specifications.
9.8 LIMITATION OF REMEDIES
To the extent permitted by law, the remedy of Ordering Activity and liability of Contractor shall be replacement of
the repaired Product.
10. KRONOS SUPPORT SERVICE POLICIES
B for the WebTa Software support services and Section G for the other products of this Attachment A. In the
event of a conflict between the Support Policies and this Section A of this Attachment A, the terms of this Section
A of this Attachment A shall prevail.
11. EXPORT
Ordering Activity acknowledges that the Equipment and Software may be restricted by the United States
Government or by the country in which the Equipment or Software is installed from export to certain countries
and certain organizations and individuals, and agrees to comply with such laws. Ordering Activity agrees to
immixTechnology, Inc. Page 9 [reformatted 08.10.2020]
comply with all applicable laws of all of the countries in which the Equipment and Software may be used by
ermination or expiration of the
Order Form. Ordering Activity must obtain Kronos through Contractor prior written consent before exporting the
Software.
12. FIRMWARE
Ordering Activity may not download firmware updates for the Kronos Equipment unless Ordering Activity is
maintaining such
Equipment under a support plan with Contractor. If Ordering Activity is not maintaining the Equipment under a
ronos
Equipment to determine if Ordering Activity has downloaded any firmware to which Ordering Activity is not
entitled.
13. TRAINING POINTS
Training Points which are purchased by Ordering Activity may be redeemed for an equivalent value of instructor-
led training sessions offered by Kronos. Available instructor-led sessions are listed at http://customer.Kronos.com
and each session has the Training Points value indicated. Training Points are invoiced when used by the Ordering
Activity. Training Points may not be exchanged for other Kronos products and/or services.
14. KNOWLEDGEPASS EDUCATION SUBSCRIPTION:
KnowledgePass Education Subscription only, if specified on the Order Form:
Workforce Central and iSeries Timekeeper Software products and who are maintaining such products under a
support plan with Kronos. The KnowledgePass Education Subscription provides access via the internet to certain
Product and upgrade information for project teams and end users
Hands-on interactive instruction on common tasks
Self-paced tutorials covering a range of topics
Job aids
Knowledge assessment and reporting tools to measure progress
Webinars
Term of Subscription: The annual KnowledgePass Education Subscription shall run co-terminously with Ordering
its KnowledgePass Education Subscription as provided below.
The KnowledgePass Subscription is available when the Ordering Activity subscribe on annual basis.
Limitations: Ordering Activity recognizes and agrees that the KnowledgePass Content is copyrighted by Kronos.
Ordering Activity is permitted to make copies of the KnowledgePass Content provided in *pdf form solely for
immixTechnology, Inc. Page 10 [reformatted 08.10.2020]
vary the KnowledgePass Content without the written consent of Kronos, provided that Ordering Activity may
Train-the-Trainer Program (TTT): Certification under the Train-the-Trainer Program is valid only for the point
release of the Software for which the TTT Program is taken, and covers only the Ordering Activity employee who
completes the TTT Program.
15. CONFIDENTIAL INFORMATION
Among other information that may be Confidential Information, the Ordering Activity hereby agree that the
Information and trade secrets.
16. GENERAL
(a) Ordering Activity shall not assign, transfer or sublicense the license to the Software without the prior
written consent of Kronos and any purported assignment, without such consent, shall be void.
(b) Ordering Activity understands and acknowledges that while Kronos may disclose to customers certain
confidential information regarding general product development direction, potential future products and/or product
enhancements under consideration, Ordering Activity is not entitled to any products or product enhancements
other than those contained on the Order Form. Ordering Activity has not relied on the availability of any future
version of the Software or Equipment identified on an Order Form, nor any other future product in executing this
Section A of this Attachment.
(c) Use, duplication, or disclosure by the United States Government is of the Software, Documentation and
any other type of technical data provided hereunder are commercial in nature and developed at private expense.
The Software is licensed as Commercial Computer Software and subject to restrictions as set forth in
subparagraph (c) (1) (ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013,
as applicable. Manufacturer/distributor is Kronos Incorporated, 297 Billerica Road, Chelmsford, MA. The
Software, Documentation and any other technical data provided hereunder is commercial in nature and developed
s defined in DFARS
252.227-
provided with limited rights only as provided in DFAR 252.227-7015 (Nov. 1995) or FAR 52.227-14 (June 1987),
whichever is applicable. Contractor grants Ordering Activity only those utilization rights (and reserves the same
utilization limitations) as specified in this Attachment A.
17. INSPECTION/ACCEPTANCE.
The Contractor (immixTechnology, Inc.) can only, and shall only tender for acceptance those items that
delivered shall be considered accepted upon delivery. The Government reserves the right to inspect or test any
supplies or services that have been delivered. The Government may require repair or replacement of
nonconforming supplies or re-performance of nonconforming services at no increase in contract price. If
repair/replacement or re-performance will not correct the defects or is not possible, the Government may seek an
equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The
Government must exercise its post-acceptance rights-
(1) Within the warranty period; and
immixTechnology, Inc. Page 11 [reformatted 08.10.2020]
(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the
item.
SECTION B
KRONOS webTA SUPPORT POLICIES AND SERVICES
1. General Information
The current Gold Support standard policies and maintenance services for the Kronos webTA and Kronos
Federal Apps families of products are listed below unless the Ordering Activity has different agreements
in their existing contracts governing their maintenance support services. In the absence of a specific
maintenance support services contract between Kronos and the client the maintenance support services
listed in this document prevail.
standard policies and maintenance services can be found in Section G of this Attachment A
Kronos webTA and Kronos Federal Apps customers are only eligible to receive Gold Support. Kronos
Gold Plus, Platinum and Plus Programs are not available under webTA support and maintenance
agreements.
Kronos Gold Support does NOT include or provide non-
Support Co -business hours
support then a client specific support contract and funding mechanism (p.o.) must be in place in advance
of the support requested by the Client. Kronos cannot guarantee or commit that it will have personnel
available to provide non-business hours support, even if a Client specific contract and funding mechanism
is in place, without 3 business day prior notice of the support requested and confirmation from the Client
contracting officer that a p.o. is in place to pay for non-business hours billed by Kronos. If Kronos agrees
with Client specific contract to provide non-business hours support then the client specific non-business
hours support contract will include at a minimum that Kronos will consider all non-business hours
requests as on-call requests and will bill the Client for all on-call hours for all Kronos personnel involved.
2. Product Coverage
Ordering Activities must purchase the same software support service type for all Kronos webTA software
products and/or Kronos Federal Apps for each installation. The Kronos webTA and Kronos Federal Apps
families of products are solely and exclusively sold to entities within the U.S. Federal Government. The
Supported Product List for the Kronos webTA and Kronos Federal Apps families of products is as follows:
Kronos webTA Products v3 and v4 (legacy):
Kronos webTA time, attendance & leave management
Kronos webLM project tracking & costing
Kronos webTA Services interoperability, interfacing, SOA, API
Kronos webTA Report Server V3 only web based reporting server
Kronos webTA Reports V3 only web based webTA reporting
immixTechnology, Inc. Page 12 [reformatted 08.10.2020]
Kronos webTA Reports V4 only web based webTA reporting
Kronos webTA Smart-time required for time in/time out time, suggestion based attendance & leave
Kronos webTA Guide service enabled on line training module (available for capacity add only, existing
installations)
Kronos webLD labor activity & task distribution tracking & costing
Kronos webCT case activity & task tracking & costing
Kronos Federal Apps v4.2 Only (legacy):
Kronos FedTC employee role only time card data collection & submission
Kronos FedLPP employee role only leave & premium pay request data collection & submission
Kronos FedTITO employee role only time in/time out time card data collection & submission
Kronos FedSP supervisor role only time card, leave & premium pay certification
Kronos webTA Products v5:
Kronos webTA V5 time, attendance, and leave management
Kronos webTA Smart-time V5 required for time in/time out, suggestion base attendance &
leave
Kronos webLM V5 project tracking & costing
Kronos webLD V5 labor activity & task distribution tracking & costing
Kronos webCT V5 case activity & task tracking & costing
Kronos webTA Web Services V5 interoperability, interfacing, SOA, API
Kronos webTA Reports V5 web based webTA reporting
Kronos webTA and Kronos Federal Apps Families of Products
Contractor through Kronos only provides maintenance service support for the current version and release of
the Kronos webTA and Kronos Federal Apps (for example, v5) and the immediate prior supported versions
and releases (for example, v3.8, v4.1, v4.2) of the Software. Resolution of an issue may require that an
Ordering Activity upgrade to the current release or version of the Software.
Kronos defines Version, Service Pack, and Patch as follows
Version: A software product upgrade that includes major new features or functionality.
Service Pack: A software product upgrade that includes minor new features or functionality as well as
defect repairs, bundled into a single update. Service Packs are cumulative -
minimum, include all of the changes delivered in Service Pack N-1.
Patch: a defect repair for a Blocker Priority issue, delivered in advance of the next Service Pack.
Note: the software product hierarchy is: Version, Service Pack, Patch
Note: Kronos reserves the right to make any changes it deems necessary for bug fixes or core features at
their sole discretion. If a customer is receiving a service pack, Kronos will determine the scope of the
3. Support Exclusions
immixTechnology, Inc. Page 13 [reformatted 08.10.2020]
Kronos Gold Support service does not include service to the Software resulting from, or associated with any
of the following. Kronos will consider any request for any work associated with any aspect of the following
out of scope for this agreement and therefore treated as a professional services engagement to diagnose and
address rates. Kronos requires written
efforts.
Support service does not include service to the Software resulting from, or associated with:
1. Any cause external to the Software including, but not limited to, electrical work, fire, flood, water, wind,
lightning and transportation, or any act of God; or
2. Ordering Activity's failure to continually provide a suitable installation environment as specified in
Kronos' specifications; or
3. Ordering Activity's improper use, management or supervision of the Software or other failure to use the
Software in accordance with Kronos' specifications; or
4. Ordering Activity's repair, attempted repair or modification of the Software without prior authorization
from Kronos; or
5. Ordering Activity's use of the Software for purposes other than those for which they are designed or the
use of accessories or supplies not approved by Kronos or intended use; or
6. Ordering Activity's computer or operating system malfunctions; or
7. Services required for application programs and/or conversions from products or software not supplied by
Kronos, including all middleware, authentication tools, security tools, and database changes and
configurations; or
8. If a client alters the database in any manner on their own without partnering with Kronos then the
maintenance support and warranties are no longer valid; or
9. Re-programming, including reconfiguration of the Software or any work on Ordering Activity's database.
10. Kronos will support or implement Software under the currently supported releases of 3 rd party vendor
infrastructure products (database, operating, and application software) only; or
11. Code developed by the customer, or by any consultant or contractor, which is not authorized by Kronos.
In addition to the Support exclusions above the following Services are NOT covered by your Kronos Support
Service Agreement and are subject to t rates.
1. Configuration Changes, Reprogramming, New Programming such as, but not limited to, Work Rules, Pay
Rules, Accrual Rules, Profiles, pay plans, work schedules, accounting structures, workflows, role
definitions, scripts, and interfaces. Creating New Business Rules
a. Terminal Programming and Cold Start
b. Pay Period Changes
2. IT related maintenance or external system configurations, analysis, and troubleshooting
a. Unsupported Operating System, Database, or Software
b. Database Software upgrades or troubleshooting
c. Middleware upgrades or troubleshooting
d. Performance related issues caused by non application events
e. SSO Requirements or support
f. Load Balancing configuration or support
g. Monitor/management tools
immixTechnology, Inc. Page 14 [reformatted 08.10.2020]
h. Internet security consulting/firewall integration or POAM support and remediation
i. API/XML consulting
j. Web Services consulting
k. IT process review (backup, refresh, etc.)
l. VMWare (Virtual Machine)
m. All hardware (other than Kronos hardware)
3. Programming, modifying, implementing, training or troubleshooting the following:
a. Data integration interfaces
b. Custom Reports
c. Custom Application extensions
d. Creating SQL queries
e. Modifying SQL queries created by Kronos or Ordering Activity
f. Migrating SQL queries prior versions
4. Editing templates and creating new templates
5. Installing or reinstalling Applications such as, but not limited to:
a. Adding a workstation
b. Moving the Kronos application
c. Reinstalling following a hard drive crash
d. System Restoration after hardware failure
e. Virus Protection and Spyware
6. Database Administration Maintenance or Services such as, but not limited to:
a. Database maintenance scripts
b. Writing or customizing database scripts for data reporting and/or retrieval
c. Performance Tuning
d. Sizing
e. Load balancing
f. Data warehouse, data mart, cloud computing, data mashing consulting
g. Disaster Recovery (other catastrophic failure)
h. Database backup strategy and/or setup
i. Troubleshooting or error remediation
7. Establishing or maintaining a Non-Production Environment such as, but not limited to:
a. Test environments, i.e., application servers, database servers
b. Demonstration environment
c. Training environment
d. Stage environments
e. Disaster recovery environments
8. Troubleshooting Environmental Issues such as, but not limited to:
a. Operating System
b. Network Issues
c. Load Balancing
d. Firewalls
e. Servers
f. Workstations
immixTechnology, Inc. Page 15 [reformatted 08.10.2020]
g. Alternate sign on processes, such as single sign on or e-Authentication
9. Custom Reports or Custom Application Extensions
10. Implementation or configuration services related to upgrading product such as, but not limited to:
a. Software implementation
b. Porting custom software (i.e., reports)
c. Change management
d. Training
e. New functionality deployment
f. Application interfaces
11. Service to Kronos modified software is not provided, unless otherwise specified on the applicable
Statement of Work and Purchase Order for such modified software.
12. Importing new data or developing additional interfaces
13. Load balancing configuration
14. Virtual server configuration
4. Support Discontinuance - End of Service Life
Kronos may discontinue support for the Software upon 30 days written notice to Ordering Activity, or at the
anniversary date of the relevant support Agreement, whichever is longer. If such support is discontinued
during the initial or any renewal term of the relevant support Agreement, the remaining value of the
Agreement will be left as a credit on the account to be applied against any future invoices.
Contractor through Kronos would no longer provide any type of support for the discontinued Software - no
calls accepted, and no patches, bug fixes or changes in any form will occur no matter the Ordering Activity
issue. The Ordering Activity is eligible to receive the next version or release of the Software as long as they
are current on their maintenance support services payment and their current Software is not yet discontinued.
If the customers current Software has been discontinued and the client is current on their maintenance, but the
Ordering Activity has not upgraded to the new version or release by the date of discontinuance of support,
then the client will have to purchase new licenses of the Software. Kronos would provide a credit toward the
purchase new licenses by the unused portion of their maintenance payment.
If the Ordering Activity does not remain current on their maintenance support services before the
discontinuance of support, then they will not receive the next version or release of the Software until they
reinstate their licenses of the Software. The client must become current on their maintenance and upgrade to
the new version or release before the discontinuance of support date to avoid having to purchase new licenses
of the Software.
If the Ordering Activity did not remain current on their maintenance support services and did not become
current on their maintenance supports services before the discontinuance of support, then they will not
receive the next version or release of the Software until they purchase new licenses of the Software.
All Professional Services required to perform Software upgrades will be billable engagements at the then
current Kronos rates.
5. Reinstatement of Support Services
immixTechnology, Inc. Page 16 [reformatted 08.10.2020]
In the event that Ordering Activity allows Software or Equipment support services to lapse or if Ordering
Activity did not originally purchase Software or Equipment support services and wishes to reinstate or
procure such services, Ordering Activity must pay the price for the Support service for such lapsed or un-
procured time period, plus the current support fee for the support option being purchased by Ordering
Activity.
6. Gold Support Service Coverage Period
Contractor through Kronos provides maintenance support services to their customers during regular business
hours. Regular business hours are defined as weekdays, Monday through Friday, between 9 a.m. and 5 p.m.
Eastern Time, except on Kronos holidays and Federal holidays.
Contractor through Kronos will provide on-call Tier 2 and Tier 3 help desk support to diagnose and correct
Kronos webTA and/or Kronos Federal App system problems and bug fixes to the initial configured as tested,
accepted, and deployed baseline release. The primary means of support is a 24-hour web interface to an
electronic case management system. Support requests can be submitted at https://community.kronos.com or
by calling our toll-free number, 800-394-4357. Support requests are forwarded to the appropriate support
staff. Any requests submitted by phone will also be entered into the Kronos tracking system and managed
via that system until the issue is resolved. As Kronos works to resolve issues submitted either by phone or
entered directly into tracking system, all subsequent updates and statuses, reported by both the client and
Kronos, will be posted and managed through the Kronos tracking system only.
A client must identify 1 or more individuals as designated webTA Administrators to fulfill that role as
identified in the webTA software. A client must document these individuals by name & contact information.
The trained webTA Administrators are the only authorized individuals to enter tickets into the Kronos
tracking system, unless otherwise agreed upon and documented by the client and Kronos. Kronos support
oughly
researched an issue on the clients end so that the client webTA Administrators can verify & document that it
is truly a Kronos webTA issue that requires resolution.
7. Priority Based Support
Contractor through Kronos provides support on a "priority" basis. As such, customers with the most critical
request(s) will be serviced first. Kronos Federal Support has set up the following guidelines to assess the
priority of each service request:
1. High Priority: These items are further defined as a critical outage. A critical Ordering Activity issue with
no available workaround where the system or a module may be down, experiencing major system
degradation, data corruption or other related factors resulting in the Ordering Activity not being able to
process their payroll such as:
a. Production is down and unable to sign-off Time Cards
b. Crashes of the system
c. Loss of data
d. Severe memory leak
e. No workaround is available
immixTechnology, Inc. Page 17 [reformatted 08.10.2020]
2. Medium Priority: This is a serious Ordering Activity issue which impacts ability to utilize the product
effectively such as:
a. Intermittent or inconsistent functionality results or data accuracy
b. System performance is inconsistent or fluctuates
c. A workaround is available.
3. Low Priority: Non-critical problems are generally Use and Usability issues and or "how to" questions
such as:
a. Data display inaccuracies or inconsistencies
b. How do I set up a holiday pay rule?
c. How do I run a report?
d. Misspells
e. Misaligned text
f. Other cosmetic problems
8. Response Time
Response time shall mean from the time the case priority is set by Kronos' Federal Support Center until a
Kronos support representative contacts the Ordering Activity, either by phone or via the Kronos tracking
system during regular business hours, to begin service. Kronos utilizes a priority based support focus.
Customers will be serviced during regular business hours in accordance with the following guidelines:
High Priority 2 hours
Medium Priority 4 hours
Low Priority 8 hours
All response times are business hours.
9. Critical Outages
Kronos Federal Support will provide continuous effort on all high priority critical outage events through
either bug identification, the development of a workaround or problem resolution. On-going continuous effort
may also be dependent on the Ordering Activity's ability to provide a resource to work with the Kronos
Federal Support engineer during this period. Support outside the scope of the services agreement is billable
at the applicable Kronos rates and will require a separate order. If the critical outage is the result of or
related to any factor listed in the Support Exclusions section of this agreement, then they are considered
outside the scope of the services agreement and will require a separate order.
SECTION C
APPLICATION HOSTING ADDENDUM SUPPLEMENTAL TERMS AND CONDITIONS
immixTechnology, Inc. Page 18 [reformatted 08.10.2020]
This Application Hosting Addendum of Su
hosting services ordered by the Ordering Activity for Kronos Software licensed under Section A of this
Attachment A.
1. DEFINITIONS
means (i) accessibility to the commercially available object
code version of the Kronos hosted applications, as set forth in the Managed Services SOW, by means of access to
the password protected Ordering Activity area of the Kronos hosting environment, and (ii) all Hosting Related
Services.
means all content Ordering Activity, or others acting on behalf of or through Ordering Activity, posts
or otherwise inputs into the Program, including but not limited to information, data (such as payroll data, vacation
time, and hours worked), designs, know-how, logos, text, multimedia images (e.g. graphics, audio and video files),
compilations, software programs, third party software, applications, or other materials, or any other Ordering
Activity content shared or processed on equipment under the control of Kronos or a Supplier.
means certain services set forth in a statement of work containing hosted related
services (the
equipment, bandwidth, server monitoring, backup
services, reporting services, storage area network (SAN) services, load balancing services, security services,
system administration, connectivity services, performance tuning, service pack installation and all professional
and/or managed services and maintenance services related to hosting.
means the initial term for which Kronos shall provide the Program to Ordering Activity and as set
forth in the applicable Managed Services SOW executed by Ordering Activity.
internal business purposes and (ii) by any authorized employee, agent or contractor of Ordering Activity to
process i
means the monthly fees described in the Managed Services SOW and set forth on the
applicable Order Form, which shall include all Hosting Related Services fees.
means the order request form supplied by Ordering Activity that lists the Upfront Fees and
Month
means information concerning individually identifiable employees of Ordering
Activity that is protected against disclosure under applicable law or regulation.
means a permanent environment established for the daily use and maintenance of the
Application in a live environment throughout the term of a Program.
immixTechnology, Inc. Page 19 [reformatted 08.10.2020]
means that the earlier of (a) the date the Software will be ready to be
transferred to the hosted environment, as mutually agreed by the parties in writing or (b) 90 days after the
Effective Date. Notwithstanding the foregoing, the Services Commencement Date for software hosted in a
Temporary Environment shall commence seven (7) days after the Effective Date. For Ordering Activity ordering
additional Programs, the Service Commencement Date for the products list on that which is incremental to
be the date this Order Form is executed
means the detailed service description (including any supplementary service terms)
specified in the Managed Services SOW which sets forth the specific Program to be provided to the Ordering
Activity.
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.
means a transient database environment created to serve limited purposes for a
limited time period, and identified in the applicable Managed Services SOW as a Temporary Environment.
means the one time, Ordering Activity-specific infrastructure set-up fees as indicated on the
Order Form that will be charged to Ordering Activity to enable access to the Program.
2. MANAGED SERVICES STATEMENT OF WORK
The description of the particular Program ordered by the Ordering Activity, the Program term, the Monthly
Service Fee rates, the Upfront Fees and other fees, if any, applicable to the Program are described in the applicable
Managed Services SOW and Order Form. Kronos will not change the Monthly Service Fee rates it charges for
or the SLA, during the Initial Term. Thereafter the changes applicable
charges may change to the extent consistent with the pricing.
3. AUTHORIZED USE
Ordering Activity shall take all reasonable steps to ensure that no unauthorized persons have access to the
Program, and to ensure that no persons authorized to have such access shall take any action that would be in
violation of this Addendum.
4. MAINTENANCE ACCESS
If Contractor through Kronos, its Suppliers, or the local access provider, as applicable, requires access to Ordering
Activity sites in order to maintain or repair the Program, Ordering Activity shall cooperate in a timely manner and
reasonably provide such access and assistance as necessary.
5. ORDERING ACTIVITY REPRESENTATIONS AND WARRANTIES; ORDERING ACTIVITY
OBLIGATIONS
5.1 Ordering Activity represents and warrants to Contractor that it has the right to publish and disclose
5.2 Ordering Activity represents and warrants to
infringe or violate any thirdparty 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.
immixTechnology, Inc. Page 20 [reformatted 08.10.2020]
5.3 Ordering Activity will, at its own cost and expense, provide all equipment, operating systems, and software
(including a web browser) not provided by Contractor through Kronos and needed to access and use the Program
in accordance with the technical requirements set forth in the Managed Services SOW. Ordering Activity 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 Ordering Activity accessing the Program, unless such connectivity
services are purchased from Contractor as indicated on the Managed Services SOW and Order Form.
5.4 Ordering Activity shall not, and shall not permit any person or entity under Ordering
indirect control to: (a) recirculate, republish, distribute or otherwise provide access to the Program to any third
party; (b) use the Program on a service bureau, time sharing or any similar basis, or for the benefit of any other
person or entity; (c) alter, enhance or make derivative works of the Program; (d) reverse engineer, reverse
assemble or decompile, or otherwise attempt to derive source code from, the Program or any software components
of the Program; (e) use, or allow the use of, the Program in contravention of any federal, state, local, foreign or
other applicable law, or rules or regulations of regulatory or administrative organizations; (f) introduce into the
Program any virus or other code or routine intended to disrupt or damage the Program, alter, damage, delete,
retrieve or record information about the Program or its users; or, (g) otherwise act in a fraudulent, malicious or
negligent manner when using the Program.
6. INTERNET ACCESS
6.1 If Ordering Activity purchases from Contractor dedicated internet connectivity to utilize the Program, such
dedicated access into the hosting center will be delivered to Ordering Activity.
6.2 If Ordering Activity uses open internet connectivity or Ordering Activity-supplied VPN internet
connections to access the Program, Ordering Activity acknowledges that the performance and throughput of the
internet connection cannot be guaranteed by Contractor through Kronos, and variable connection performance
may result in application response variations.
6.3 Ordering Activity hereby acknowledges that the internet is not owned, operated, managed by, or in any
way affiliated with
Contractor, Kronos, its Suppliers or any of its affiliates, and that it is a separate network of computers independent
of Contractor and Kronos. Access to the internet is dependent on numerous factors, technologies and systems,
Kronos cannot guarantee that the internet access services chosen by Ordering Activity will meet the level of up-
time or the level of response time that Ordering Activity may need. Ordering Activity agrees that its use of the
internet access services and the internet is solely at its own risk, except as specifically provided in this Addendum,
and is subject to all applicable local, state, national and international laws and regulations.
7. COMMENCEMENT OF PAYMENT.
In consideration of the delivery of the Program, Ordering Activity shall pay Contractor the Monthly Services Fee
as defined in the applicable Order Form. The Monthly Services Fee shall begin to accrue on the Services
Commencement Date, and shall be invoiced monthly. In addition, Ordering Activity shall be billed the one time
set-up fee and any additional Upfront Fees set forth in the applicable Order Form. Ordering Activity
acknowledges that the billing commencement date does not coincide with implementation completion, final
configuration, or go-live.
immixTechnology, Inc. Page 21 [reformatted 08.10.2020]
8. LIMITATION OF LIABILITY
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.
IN ADDITION TO THE LIMITATIONS SET FORTH, EXCEPT WITH RESPECT TO LIABILITY ARISING
NEGLIGENCE OR WILLFUL MISCONDUCT, KRONOS DISCLAIMS ANY AND ALL LIABILITY,
INCLUDING SUCH LIABILITY
RELATED TO A BREACH OF SECURITY OR DISCLOSURE, RESULTING FROM ANY EXTERNALLY
INTRODUCED HARMFUL PROGRAM (INCLUDING VIRUSES, TROJAN HORSES, AND WORMS),
EQUIPMENT OR SOFTWARE OR SYSTEMS, OR MACHINE ERROR.
The foregoing limitation of liability shall not apply to (1) personal injur
negligence; (2) for fraud; or (3) for any other matter for which liability cannot be excluded by law.
9. DATA SECURITY
9.1 As part of the Program, Contractor through Kronos shall provide those Kronos security-related services
described in the Managed Services SOW. Ordering Activity acknowledges that the security-related services
endeavor to mitigate security incidents, but such incidents may not be mitigated entirely or rendered harmless.
Ordering Activity should consider any particular securityrelated service as just one tool to be used as part of an
overall security strategy and not a guarantee of security. Both parties agree to comply with all applicable privacy
or data protection statutes, rules, or regulations governing the respective activities of the parties.
9.2 All Personally Identifiable Data contained in any Software, Equipment or systems supplied by Contractor
through Kronos, or to which Contractor through Kronos has access to under this Addendum, as between
Ordering Activity. Ordering Activity hereby consents to the use, processing and/or disclosure of Personally
Identifiable Data only for the purposes described herein and to the extent such use or processing is necessary for
Contractor through Kronos to carry out its duties and responsibilities under this Addendum or as required by law.
9.3 Prior to initiation of the Program and on an ongoing basis thereafter, Ordering Activity agrees to provide
notice to Contractor through Kronos of any extraordinary privacy or data protection statutes, rules, or regulations
which are or become applicable to Ordering Activity and which could be imposed on Kronos as a result of
provision of the Program. Ordering Activity will ensure that:
data center is legitimate under applicable data protection laws and regulations; and (b) Ordering Activity will
obtain consent from individuals for such transfer and storage to the extent required under applicable laws and
regulations.
9.4 At no cost to Ordering Activity, Contractor through Kronos shall upon (i) request by Ordering Activity at any
time and (ii) the cessation of the Program, promptly return to Ordering Activity, in the format and on the media in
use as of the date of the request, all Personally Identifiable Data.
immixTechnology, Inc. Page 22 [reformatted 08.10.2020]
10. TERMINATION
10.1 Upon termination, Contractor shall have not obligation to continue to provide the Program. Failure to
make payment of the Program fees or of any other default of the Ordering Activity shall not constitute a waiver by
contract of any such fees or other fees which remain unpaid.
10.2
judgment, the Services or any component thereof are about to suffer a significant threat to security or
functionality.
SECTION C-1
CLOUD HOSTING SUPPLEMENTAL TERMS AND CONDITIONS
This Section C-1 shall apply to Cloud Hosting Services purchased in relation with certain Software licensed under
Section A provided that the initial Cloud Services were ordered after October 2016.
Ordering Activity has ordered with Contractor to acquire licenses to certain Kronos software applications, as well
as equipment and related services under Section A and Ordering Activity desires to use those Kronos software
applications i
Agreement and upon the supplemental terms and conditions herein, and Contractor desires to assist Ordering
Activity in doing so. The parties agree as follows:
1. DEFINITIONS
to the Order Form if Ordering Activity is only hosting a portion of the Applications for which Ordering Activity
has a perpetual license) and which are made accessible to Ordering Activity for use in the Kronos Private Cloud
under the terms of this Section C-1.
Order Form.
those services related thereto such as infrastructure, equipment, bandwidth, server monitoring, backup services,
storage area network (SAN) services, security services, system administration, connectivity services, performance
tuning, update installation and maintenance services related thereto, all as further described Exhibit D-1 of Section
D.
ll content Ordering Activity, or others acting on behalf of or through
Ordering Activity, posts or otherwise inputs into the Kronos Private Cloud.
immixTechnology, Inc. Page 23 [reformatted 08.10.2020]
items ordered by
Ordering Activity and to be provided by Contractor, including without limitation the prices and fees to be paid by
Ordering Activity.
Activity that is protected against disclosure under applicable law or regulation.
Applications in a live environment throughout the Term.
ated on the Order Form.
this Section C-1 as Exhibit C-1.1 which contains key service level standards and commitments that apply to the
Kronos Private Cloud.
outages or interruptions in the delivery of the Cloud Services that result in a failure to meet the terms of the
applicable SLA.
services to Kronos which are incorporated into or otherwise related to the Cloud Services.
e environment created to serve limited purposes for a limited
time period, and identified on the applicable Order Form as a Temporary Environment.
2. CLOUD SERVICES AND TERM
2.1 During the Term, Contractor will provide the Cloud Services for the Applications. Unless the Order Form
indicates that the Applications are to be implemented in a Temporary Environment, the Applications will be
deemed to be implemented in a Production Environment.
2.2 Reserved.
2.3
judgment, the Services or any component thereof are about to suffer a significant threat to security or
functionality.
2.4 Ordering Activity may terminate the Cloud Services in accordance with the procedures set-forth in FAR
52.212-4.
immixTechnology, Inc. Page 24 [reformatted 08.10.2020]
2.5 At no cost to Ordering Activity, Contractor shall upon (i) request by Ordering Activity at any time and (ii)
the cessation of the Cloud Services, promptly return to Ordering Activity, in the format and on the media in use as
3. CLOUD SERVICES, FEES AND PAYMENT
3.1 In consideration of the delivery of the Cloud Services, Ordering Activity shall pay Contractor the Monthly
Services Fee for such Cloud Services as defined in the applicable Order Form. This Monthly Services Fee shall
the Order
Form.
3.2 Reserved.
3.3 Ordering Activity may be required to purchase additional Cloud Services to address increased
infrastructure requirements for a new version of a particular Application as released by Contractor. Any
additional Cloud Services will be set forth on an Order Form to be mutually agreed upon by Ordering Activity and
Contractor.
4. AUTHORIZED USE
Ordering Activity shall take all reasonable steps to ensure that no unauthorized persons have access to the Kronos
Private Cloud, and to ensure that no persons authorized to have such access shall take any action that would be in
violation of this Section C-
business purposes on behalf of Ordering
5. MAINTENANCE
Monthly Service Fees are in addition to the fees Ordering Activity pays for annual maintenance and support under
the Section A of the Attachment A. Ordering Activity must maintain the Software under an active maintenance
plan with Contractor throughout the Term. If Contractor, its Suppliers, or the local access provider, as applicable,
requires access to Ordering Activity sites in order to maintain or repair access to the Kronos Private Cloud,
Ordering Activity shall cooperate in a timely manner and reasonably provide such access and assistance as
6. ORDERING ACTIVITY REPRESENTATIONS AND WARRANTIES; AND ORDERING
ACTIVITY OBLIGATIONS
6.1 Ordering Activity represents and warrants to Contractor that it has the right to publish and disclose
6.2 s Content will not: (a)
infringe or violate any thirdparty 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.
6.3 Ord
indirect control to: (a) recirculate, republish, distribute or otherwise provide unauthorized access to the Kronos
Private Cloud to any third party; (b) use the Kronos Private Cloud on a service bureau, time sharing or any similar
basis, or for the benefit of any other person or entity; (c) alter, enhance or make derivative works of the Kronos
Private Cloud or Cloud Services; (d) reverse engineer, reverse assemble or decompile, or otherwise attempt to
immixTechnology, Inc. Page 25 [reformatted 08.10.2020]
derive source code from, the Cloud Services or any software components of the Cloud Services; (e) use, or allow
the use of, the Kronos Private Cloud in contravention of any applicable law, or rules or regulations of regulatory
or administrative organizations; (f) introduce into the Kronos Private Cloud any virus or other code or routine
intended to disrupt or damage the Kronos Private Cloud, alter, damage, delete, retrieve or record information
about the Kronos Private Cloud, Cloud Services or its users; (g) excessively overload the Kronos Private Cloud;
(h) perform any security integrity review, penetration test, load test, denial of service simulation or vulnerability
scan; (e) use any tool designed to automatically emulate the actions of a human user (e.g., robots); or, (g)
otherwise act in a fraudulent, malicious or negligent manner when using the Kronos Private Cloud.
7. CONNECTIVITY AND ACCESS
Ordering Activity acknowledges that Ordering Activity shall (a) be responsible for securing, paying for, and
maintaining connectivity to the Kronos Private Cloud (including any and all related hardware, software, third
party services and related equipment and components required for access); and (b) provide Contractor and
order for Contractor to perform its obligations under the Agreement. Ordering Activity will make all necessary
necessary for Contractor to perform its obligations under the Agreement.
8. SERVICE LEVEL AGREEMENT
Contractor shall provide the service levels and associated credits, when applicable, in accordance with the Service
Level Agreement attached hereto as Exhibit A and which is hereby incorporated herein by reference.
EXCLUSIVE REMEDY IN THE EVENT OF ANY SERVICE OUTAGE OR INTERRUPTION OF THE
SERVICES OR FAILURE BY CONTRACTOR TO MEET THE TERMS OF THE APPLICABLE SERVICE
LEVEL AGREEMENT, SHALL BE THE REMEDIES PROVIDED IN EXHIBIT C-1.1.
9. LIMITATIONS
IN ADDITION TO THE LIMITATIONS SET FORTH IN THE SECTION A OF ATTACHMENT A, EXCEPT
WITH RESPECT TO
CONTRACTOR 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 CLOUD SERVICES (INCLUDING VIRUSES,
PARTY UNAUTHORIZED ACCESS OF EQUIPMENT OR SOFTWARE OR SYSTEMS, OR MACHINE
ERROR.
10. DATA SECURITY
10.1 As part of the Cloud Services, Contractor shall provide those administrative, physical, and technical
safeguards for protection of the security, confidentiality and integrity of Ordering Activity data as described
Exhibit D-1 of Section D. Ordering Activity acknowledges that such safeguards endeavor to mitigate security
incidents, but such incidents may not be mitigated entirely or rendered harmless. Ordering Activity should
consider any particular Contractor supplied security-related safeguard as just one tool to be used as part of
immixTechnology, Inc. Page 26 [reformatted 08.10.2020]
applicable privacy or data protection statutes, rules, or regulations governing the respective activities of the parties
under the Section A and C-1 of this Attachment A.
10.2
Confidential Information and will remain the property of Ordering Activity. Ordering Activity represents that to
Ordering Activity hereby consents to the use, processing or disclosure of Personally Identifiable Data by
the Agreement or as required by law.
10.3 Prior to initiation of the Cloud Services and on an ongoing basis thereafter, Ordering Activity agrees to
provide notice to
Contractor of any extraordinary privacy or data protection statutes, rules, or regulations which are or become
the Cloud Services. Ordering Activity will ensure that: (a) the transfer to Contractor and storage of any Personally
Iden
laws and regulations; and, (b) Ordering Activity will obtain consents from individuals for such transfer and
storage to the extent required under applicable laws and regulations.
EXHIBIT C-1.1
SERVICE LEVEL AGREEMENT (SLA)
Service Level Agreement: The Cloud Services are provided with the service levels described in this Exhibit C-
1.1. SLAs are only applicable to Production Environments.
99.75% Application Availability
Actual Application Availability % = (Monthly Minutes (MM) minus Total Minutes Not Available (TM))
multiplied by 100) and divided by Monthly Minutes (MM), but not including Excluded Events
Service Credit Calculation: An Outage will be deemed to commence when the Applications are unavailable to
Ordering Activity in
Ordering
the Applications. Failure to meet the 99.75% Application Availability SLA, other than for reasons due to an
Excluded Event, will entitle Ordering Activity to a credit as follows:
Actual Application Availability % (as measured in a calendar month) Service Credit to be applied for the
affected month
<99.75% to 98.75% 10%
immixTechnology, Inc. Page 27 [reformatted 08.10.2020]
<98.75% to 98.25% 15%
<98.25% to 97.75% 25%
<97.75 to 96.75% 35%
<96.75 50%
"Outage" means the accumulated time, measured in minutes, during which Ordering Activity is unable to access
the Applications for reasons other than an Excluded Event.
(a) the acts or omissions of Ordering
Activity, 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 Ordering Activity Content, failures or
malfunctions resulting from circuits provided by Ordering Activity, any inconsistencies or changes in Ordering
environment; (c) excusable delay events as set forth at FAR 52.212-4(f); 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 C-1.1 is attached; (f) the
unavailability of required Ordering Activity 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.
Applications, when necessary. During these Maintenance Periods, the Applications are available to Kronos to
perform periodic maintenance services, which include vital software updates. Kronos will use its commercially
reasonable efforts during the Maintenance Period to make the Applications available to Ordering Activity;
however, some changes will require downtime. Kronos will provide notice for planned downtime via an email
notice to the primary Ordering Activity contact at least one day in advance of any known downtime so planning
can be facilitated by Ordering Activity.
Currently scheduled Maintenance Periods for the Cloud Services are:
Monday through Friday 04:00 am 06:00 am (U.S. eastern time)
Saturday and Sunday 12:00 am 06:00 am (U.S. eastern time)
Maintenance Periods include those maintenance periods mutually agreed upon by Ordering Activity and Kronos.
am of the first day of such calendar month and ending at 11:59 pm of the last day of such calendar month.
Applications are unavailable as the result of an Outage.
Limitations: Service Credits will not be provided if (a) Ordering Activity 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, Ordering Activity must request the Service Credit within
sixty (60) calendar days of the conclusion of the month in which Service Credit accrues. Ordering Activity waives
any right to Service Credits not requested within this time period. All performance calculations and applicable
Service Credits are based on Kronos records and data unless Ordering Activity can provide Kronos with clear and
convincing evidence to the contrary.
immixTechnology, Inc. Page 28 [reformatted 08.10.2020]
The Service Level Agreements in this Exhibit, and the related Service Credits, apply on a per production
environment basis. For the avoidance of doubt, Outages in one production environment may not be added to
Outages in any other production environment for purposes of calculating Service Credits.
Ordering Activity acknowledges that Kronos manages its network traffic in part on the basis of Ordering
Act
manage network traffic. Therefore, notwithstanding anything else to the contrary, if Ordering Activity
significantly changes its utilization of the Applications 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.
SECTION D
WORKFORCE CENTRAL - SOFTWARE AS A SERVICE TERMS AND CONDITIONS
Ordering Activity and Contractor agree that the terms and conditions set forth below shall apply to the Contractor
through Kronos supply of the commercially available version of the Workforce Central SaaS Applications in
on the Order Form
Applications.
Contractor and Ordering Activity hereby agree that these terms and conditions of this Section D of the Attachment
A apply for all order forms for the services Workforce Central SaaS. These terms are effective as of the date of the
1. DEFINITIONS
the Order Form(s) specific to the Ordering Activity.
Order Form which are made accessible for Ordering Activity to use under the terms of this Section D.
applicable Order Form.
Notwithstanding, Implementation Services provided on a time and material basis are billed monthly as delivered.
The Billing Start Date of the Monthly Service Fees for any Services ordered by Ordering Activity after the date of
-existing Services shall be the date the applicable
Order Form is executed by Contractor and Ordering Activity.
equipment, bandwidth, server monitoring, backup services, storage area network (SAN) services, security
immixTechnology, Inc. Page 29 [reformatted 08.10.2020]
services, system administration, connectivity services, performance tuning, update installation and maintenance
services related thereto. Cloud Services are described in Exhibit D-1
thers acting on behalf of or through
Ordering Activity, posts or otherwise inputs into the Services.
of the Services or Applications.
cloud environment and configure the Applications. The professional and education services are described in the
Statement of Work and will be provided as set forth on the Order Form and Statement of Work.
for usage of the Applications and the Services, Cloud Services as applicable, and Equipment rental, if any. Billing
of the Monthly Service Fee(s) commences on the Billing Start Date.
items ordered by Ordering Activity and to be provided by Contractor and the fees to be paid by Ordering Activity.
Activity that is protected against disclosure under applicable law or regulation.
Applications by means of access to the password protected Ordering Activity area of a Contractor website, and all
such services, items and offerings accessed by Ordering Activity therein, and (ii) the Equipment rented hereunder,
if any.
written description of the Implementation Services mutually agreed upon by Contractor and Ordering Activity.
software, equipment and/or
services to Contractor which are incorporated into or otherwise related to the Services.
.
immixTechnology, Inc. Page 30 [reformatted 08.10.2020]
2. TERM
2.1 The Services shall commence on the Billing Start Date, and shall continue for the Initial Term or until
terminated by Ordering Activity in accordance with the provisions hereof or applicable laws and
regulations. At the expiration of the Initial Term and each Renewal Term as applicable, the Services may
renew for additional Renewal Terms by Ordering Activity issuing an Order Form.
2.2 nable
judgment, the Services or any component thereof are about to suffer a significant threat to security or
functionality.
2.3 If the Order Form is terminated for any reason:
(a) Ordering Activity shall pay Contractor within thirty (30) days of such termination, all fees accrued
for the Services prior to the effective date of such termination, provided however, if Ordering Activity
terminates for material breach of the Section D by Contractor, Contractor shall refund Ordering Activity
any pre-paid fees for Services and Implementation Services not delivered by
Contractor;
(b)
effect, and Ordering Activity shall return rented Equipment as provided in Section 9.1 below;
(c)
during the Term),
Contractor will provide to Ordering Activity, at no charge to Ordering Activity, the Ordering Activity
Content. After such time period, Contractor shall have no further obligation to store or make available the
Ordering Activity Content and will securely delete any or all Ordering Activity Content without liability;
(d) Ordering Activity agrees to timely return all Contractor-provided materials related to the Services to
(e) All provisions in the Section D of this Attachment A, which by their nature are intended to survive
termination, shall so survive for the purposes of that Order Form being terminated.
3. FEES AND PAYMENT
3.1 Ordering Activity shall pay Contractor the Monthly Service Fees, the fees for the Implementation Services
and any additional one time or recurring fees for Equipment, Training Points, KnowledgePass Education
Subscription and such other Contractor offerings, all as set forth on the Order Form. The Monthly Service Fees
will be invoiced monthly as delivered unless otherwise indicated on the Order Form. . All other Contractor
offerings will be invoiced upon execution of the applicable Order Form by Contractor and Ordering Activity. All
payments shall be sent to the attention of Contractor as specified on the invoice. Except as expressly set forth in
this Section D, all amounts paid to Contractor are non-refundable.
4. RIGHTS TO USE
4.1 Subject to the terms and conditions of the Section D of the Attachment A and the Order Form, Contractor
hereby grants Ordering Activity a limited, revocable, non-exclusive, non-transferable, non-assignable right to use
during the Term and for internal business purposes only: a) the Applications and related services, including the
Documentation; b) training materials and KnowledgePass Content; and, c) any embedded third party software,
immixTechnology, Inc. Page 31 [reformatted 08.10.2020]
libraries, or other components, which form a part of the Services. The Services contain proprietary trade secret
technology of Contractor and its Suppliers. Unauthorized use and/or copying of such technology are prohibited by
law, including United States and foreign copyright law. Ordering Activity may use the Application in object code
only and shall not reverse compile, disassemble or otherwise convert the Applications or other software
comprising the Services into uncompiled or unassembled code. Ordering Activity 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. The JBoss® Enterprise Middleware components of the Service are subject to the
end user license Section D found at http://www.redhat.com/licenses/jboss_eula.html. Ordering Activity
acknowledges that execution of separate third party agreements may be required in order for Ordering Activity to
order and use certain add-on features or functionality, including without limitation tax filing services.
4.2 Ordering Activity acknowledges and agrees that the right to use the Applications is limited based upon the
amount of the Monthly Service Fees paid by Ordering Activity. Ordering Activity agrees to use only the modules
and/or features for the number of employees and users as described on the Order Form. Ordering Activity agrees
not to use any other modules or features nor increase the number of employees and users unless Ordering Activity
pays for such additional modules, features, employees or users, as the case may be. Ordering Activity may not
license, relicense or sublicense the Services, or otherwise permit use of the Services (including timesharing or
networking use) by any third party. Ordering Activity 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
granted hereunder.
4.3 Ordering Activity may authorize its third party contractors and consultants to access the Services through
d Ordering Activity: a) abides
by its obligations to protect confidential information; b) remains responsible for all such third party usage and
compliance with the Section D of this Attachment A; and c) does not provide such access to a competitor of
Kronos who provides workforce management services.
4.4 Ordering Activity acknowledges and agrees that, Kronos retains ownership of all right, title and interest to
the Services, all of which are protected by copyright and other intellectual property rights, and that, other than the
express rights granted herein, Ordering Activity 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. Ordering Activity
agrees to comply with all copyright and other intellectual property rights notices contained on or in any
information obtained or accessed by Ordering Activity through the Services.
4.5 When using and applying the information generated by the Services, Ordering Activity is responsible for
ensuring that Ordering
Activity complies with applicable laws and regulations. If the Services include the Workforce Payroll
Applications or Workforce Absence Management Applications: (i) Ordering Activity 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 Ordering Activity of any professional obligation concerning the
preparation and review of any reports and documents, (iii) Ordering Activity does not rely upon Kronos, Best
Software, Inc. or these Applications for any advice or guidance regarding compliance with federal and state laws
or the appropriate tax treatment of items reflected on such reports or documents, and (iv) Ordering Activity will
review any calculations made by using these Applications and satisfy itself that those calculations are correct.
immixTechnology, Inc. Page 32 [reformatted 08.10.2020]
5. ACCEPTABLE USE
5.1 Ordering Activity shall take all reasonable steps to ensure that no unauthorized persons have access to the
Services, and to ensure that no persons authorized to have such access shall take any action that would be in
violation of the Section D of this Attachment A.
5.2 Ordering Activity represents and warrants to Contractor that Ordering Activity has the right to publish and
disclose the Ordering
Activity Content in connection with the Services. Ordering Activity represents and warrants to Contractor that the
Ordering Activity Content: (a) does not infringe or violate any third-party right, including but not limited to
intellectual property, privacy, or publicity rights, (b) is not abusive, profane, or offensive to a reasonable person,
or, (c) is not hateful or threatening.
5.3 Ordering Activity will not (a) use, or allow the use of, the Services in contravention of any federal, state,
local, foreign or other applicable law, or rules or regulations of regulatory or administrative organizations; (b)
introduce into the Services any virus or other code or routine intended to disrupt or damage the Services, or alter,
damage, delete, retrieve or record information about the Services or its users; (c) excessively overload the Kronos
systems used to provide the Services; (d) perform any security integrity review, penetration test, load test, denial
of service simulation or vulnerability scan; (e) use any tool designed to automatically emulate the actions of a
human user (e.g., robots); or, (f) otherwise act in a fraudulent, malicious or negligent manner when using the
Services.
6. CONNECTIVITY AND ACCESS
Ordering Activity acknowledges that Ordering Activity 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 Contractor through Kronos and its representatives with such
necessary in order for Kronos to perform its obligations under the Section D of this attachment A and Order Form.
Ordering Activity will make all necessary arrangements as may be required to provide access to Ordering
necessary for Contractor to perform its obligations under the
Section D
of the Attachment A and Order Form.
7. IMPLEMENTATION AND SUPPORT
7.1 Implementation Services. Contractor through Kronos will provide the Implementation Services to
Orderin
implementation, Ordering Activity agrees to pay any travel expenses, such as airfare, lodging, meals and local
transportation, incurred by Contractor in accordance with these terms. Section F of this Attachment A
olicies and this Section D of the
Attachment A, the terms of this Section D of the attachment A shall prevail.
immixTechnology, Inc. Page 33 [reformatted 08.10.2020]
7.2 Additional Services. Ordering Activity may engage Kronos through Contractor to provide other services
which may be fixed by activity or provided on a time and material basis, both based on the prices established in
this Contract and the applicable Order.
7.3 Support. Kronos through Contractor will provide 24x7 support for the cloud infrastructure, the availability
to the cloud environment, and telephone support for the logging of functional problems and user problems.
Ordering Activity may log questions online via the Kronos customer Portal. As part of such support, Kronos will
make updates to the Services available to Ordering
Activi
that Contractor may install critical security patches and infrastructure updates automatically as part of the
Services. Section G of this Attachment A (Support Policies and Services) shall apply to all Support Services
Section D of this Attachment A, the terms of this Section D shall prevail.
7.4 Support Services for Equipment. Provided Ordering Activity has purchased support services for the
Equipment, the following terms shall apply (Depot Exchange support services for rented Equipment are included
in the rental fees for such Equipment):
(a) Ordering Activity may select, if and as indicated on an Order Form, an Equipment Support Services option
offered by Kronos for supporting the Equipment if and as such offerings are available within the Contractor
territory corresponding to the Equi
offering as specified herein.
(i) Depot Exchange and Depot Repair. If Ordering Activity has selected Depot Exchange or Depot
Repair Equipment Support Services, the following provisions shall apply: Upon the failure of installed
Equipment, Ordering Activity shall notify Kronos of such failure and Kronos will provide remote fault isolation at
the FRU (Field Replacement Unit) or subassembly level and attempt to resolve the problem. Those failures
determined by Kronos to be Equipment related shall be dispatched to a Kronos Depot Repair Center, and Ordering
Activity will be provided with a Return Material Authorization Number (RMA) for the failed Equipment if
Ordering Activity is to return the failed Equipment to Kronos, as reasonably determined by Kronos. Ordering
Activity must return the failed Equipment with the supplied RMA number. Hours of operation, locations and other
Centers are available upon request and are subject to change. Return
and repair procedures for failed Equipment shall be provided based on the Depot option - Depot Exchange or
Depot Repair - selected by Ordering Activity on the applicable Order Form and as specified her
Support Services Policies. Service packs for the Equipment (as described in subsection (ii) below) are included in
both Depot Exchange and Depot Repair Support Services.
Depot Exchange: Kronos will provide a replacement for the failed Equipment at the FRU or subassembly level on
s.
REPLACEMENT EQUIPMENT MAY BE NEW OR RECONDITIONED. Ordering Activity shall specify the
address to which the Equipment is to be shipped. All shipments will include the Kronos provided RMA
designating the applicable Kronos Depot Repair Center, as the recipient. Ordering Activity, upon receipt of the
replacement Equipment from Kronos, shall package the defective Equipment in the materials provided by Kronos,
with the RMA supplied and promptly return failed Equipment directly to Kronos.
immixTechnology, Inc. Page 34 [reformatted 08.10.2020]
Depot Repair: Upon failure of installed Equipment, Ordering Activity shall install a Spare Product (as defined
below) to replace the failed Equipment. Ordering Activity shall then return the failed Equipment, with the required
RMA, to the applicable Kronos Depot Repair Center. Ordering Activity shall make reasonable efforts to return the
failed Equipment using the same or substantially similar packing materials in which the original Equipment was
sent. Ordering Activity shall also specify the address to which the repaired Equipment should be return shipped.
Upon receipt of the failed Equipment, Contractor shall repair the failed Equipment and ship it, within ten (10)
business days after receipt, to Ordering Activity. Kronos shall ship the repaired Equipment by regular surface
transportation to Ordering Activity.
(ii) Device Software Updates Only. If Ordering Activity has selected Device Software Equipment Support
Services, Ordering Activity shall be entitled to receive:
(A) Service packs for the Equipment (which may contain system software updates, firmware updates, security
the Equipment are not installed by the Contractor Depot Repair Center but are available for download at
Equipment Support Services plan with Kronos; and
(B) Access to the Kronos Support Services Center for the logging of requests for assistance downloading
service packs for the Equipment.
(b) Warranty. Contractor warrants that all service packs and firmware updates provided under Section D of
this Attachment A shall materially perform in accordance with the Kronos published specifications for a period of
ninety (90) days after download by Ordering Activity. In the event of a breach of this warranty, Ordering
conformed to the specifications.
(c)
locations in order for Ordering Activity to continue its operations while repairs are being performed and
replacement Equipment is being shipped to Ordering Activity. For each of the Depot Exchange and Depot Repair
Equipment Support Services options, Ordering Activity agrees that it shall return failed Equipment promptly as
the failures occur and that it shall not hold failed Equipment and send failed Equipment to Kronos in "batches"
which shall result in a longer turnaround time to Ordering Activity. In addition, Ordering Activity agrees to:
(i) Maintain the Equipment in an environment conforming to the Kronos published specifications for
such Equipment;
(ii) Not perform self-repairs on the Equipment (i.e., replacing components) without prior written
authorization from Kronos;
(iii) De-install all failed Equipment and in
written installation guidelines;
(iv) Ensure that the Equipment is returned to Kronos properly packaged; and
immixTechnology, Inc. Page 35 [reformatted 08.10.2020]
(v) Obtain an RMA before returning any Equipment to Kronos and place the RMA clearly and
conspicuously on the outside of the shipping package. Ordering Activity may only return the specific
Equipment authorized by Kronos when issuing the RMA.
(d) Delivery. All domestic shipments within the United States are FOB Destination to/from Ordering Activity
and Kronos with the shipping party bearing all costs and risks of loss, and with title passing upon delivery to the
identified destination.
7.5 KnowledgePass Education Subscription. When KnowledgePass Education Subscription is purchased on an
Order Form, Contractor through Kronos will provide Ordering Activity with the KnowledgePass Education
Subscription. The KnowledgePass Education Subscription provides access to certain educational offerings
KnowledgePass Content is copyrighted by Kronos. Ordering Activity is permitted to make copies of the
Ordering Activity may
Activity may not edit, modify, revise, amend, change, alter, customize or vary the KnowledgePass Content
without the written consent of Kronos, provided that Ordering Activity may download and modify contents of
equivalent value of instructor-led training sessions offered by Contractor through Kronos. Training Points are
invoiced when used by the Ordering Activity. Training Points may not be exchanged for other Kronos products or
services.
7.7 Training Courses. When Training Points or training sessions are set forth in an SSS, the SSS applies. When
Training Points or training sessions are not set forth in an SSS, as part of the Services, for each SaaS application
module included in the Services purchased by Or
to attend, in the quantity indicated, the corresponding training courses set forth at:
www.kronos.com/products/workforce-central-saas/training-guidlines.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 Ordering Activity.
as indicated on the Order Form shall receive the services of a dedicated, but not exclusive, TAM for one
production instance of the Software. Ordering Activity will designate up to two primary and three secondary
Activity may designate additional and/or backup Technical Contacts. Ordering Activity is required to place all
primary Technical Contacts through Kronos training for the Applications covered under Section D of this
8. ORDERING ACTIVITY CONTENT
Ordering Activity shall own all Ordering Activity Content. Contractor through Kronos acknowledges that all of
the Ordering Activity Content is deemed to be the confidential information of Ordering Activity. Kronos may, but
shall have no obligation to, monitor Ordering Activity Content from time to time to ensure compliance with the
Section D of this Attachment A and applicable law.
immixTechnology, Inc. Page 36 [reformatted 08.10.2020]
9. EQUIPMENT
If Ordering Activity purchases or rents Equipment from Contractor, a description of such Equipment (model and
quantity), the applicable pricing, and delivery terms shall be listed on the Order Form.
9.1 Rented Equipment. The following terms apply only to Equipment Ordering Activity rents from Contractor:
a)
for such Equipment shall run coterminously with the Term of the other Services provided under Section D
of this Attachment A and Order Form.
b) Insurance. Ordering Activity 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
the Section D of this Attachment A and Order Form.
c) Location/Replacement. Ordering Activity shall not make any alterations or remove the Equipment
Ord
during normal business hours. Kronos reserves the right, at its sole discretion and at no additional cost to
Ordering Activity, 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 Contractor through Kronos. All
Equipment is, and at all times shall remain, separate items of personal property, notwithstanding such
Ordering Activity shall not sell or otherwise
encumber the Equipment. Ordering Activity shall furnish any assurances, written or otherwise, reasonably
requested by Contractor to give full effect to the intent of terms of this paragraph (d).
e) Equipment Support. Contractor shall provide to Ordering Activity the Equipment support services
described in Section 7.
f) Return of Equipment. Upon termination of the applicable Order Form, Ordering Activity shall
return, within thirty (30) days of the effecti
Equipment subject to this Section 9.1. Equipment will be returned to Contractor in the same condition as
and when received, reasonable wear and tear excepted. If Ordering Activity fails to return Equipment
within this time period, Contractor shall invoice Ordering Activity for the then list price of the Equipment.
9.2 Purchased Equipment. The following terms apply only to Equipment Ordering Activity purchases from
Contractor:
a) Ownership and Warranty Period. Title to the Equipment shall pass to Ordering Activity upon
from such delivery (unless otherwise required by law).
Equipment Support. Contractor through Kronos shall provide to Ordering Activity the Equipment support
services described in the Section D of this Attachment A if purchased separately by Ordering Activity as
indicated on the applicable Order Form. If purchased, Equipment support services have a term of one (1)
year commencing upon expiration of the Warranty Period.
Equipment support services can be extended for additional one year terms on the anniversary of its
commencement date ("Renewal Date") if agreed upon by the issuance of a new order and Contractor
accepting such order.
immixTechnology, Inc. Page 37 [reformatted 08.10.2020]
10. SERVICE LEVEL AGREEMENT
Contractor through Kronos shall provide the service levels and associated credits, when applicable, in accordance
with the Service Level Agreement attached hereto as Exhibit D-2 and which is hereby incorporated herein by
INTERRUPTION OF the SERVICES OR FAILURE BY CONTRACTOR TO MEET THE TERMS OF THE
APPLICABLE SERVICE LEVEL AGREEMENT, SHALL BE THE REMEDIES PROVIDED IN EXHIBIT D-2.
11. LIMITED WARRANTY; DISCLAIMERS OF WARRANTY
11.1 Contractor represents and warrants to Ordering Activity that the Applications, under normal operation as
specified in the Documentation and when used as authorized herein, will perform substantially in accordance with
such Documentation during the Term.
11.2
commercial efforts to correct the non-conforming Services at no additional charge to
Ordering Activity. In the event that Contractor is unable to correct material deficiencies in the Services, after using
so, Ordering Activity shall be entitled to terminate the then
ity notifying
Contractor of the material breach in writing, and providing Contractor with sufficient evidence of such non-
conformity to enable Contractor to reproduce or verify the same.
11.3 Contractor warrants to Ordering Activity that each item of Equipment shall be free from defects in
materials and workmanship during the Warranty Period. In the event of a breach of this warranty, Ordering
d
Equipment. This warranty is extended to Ordering Activity only and shall not apply to any Equipment (or parts
thereof) in the event of:
a) damage, defects or malfunctions resulting from misuse, accident, neglect, tampering, (including
modification or replacement of any Contractor components on any boards supplied with the Equipment), unusual
physical or electrical stress or causes other than normal and intended use;
b) failure of Ordering Activity to provide and maintain a suitable installation environment, as specified in the
published specifications for such Equipment; or
c) malfunctions resulting from the use of badges or supplies not approved by Kronos.
EXCEPT AS PROVIDED FOR IN THIS SECTION 11, CONTRACTOR 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
immixTechnology, Inc. Page 38 [reformatted 08.10.2020]
SPECIFICALLY PROVIDED IN THIS SECTION D, CONTRACTOR MAKES NO WARRANTIES OR
REPRESENTATIONS CONCERNING THE COMPATIBILITY
OF THE SERVICES, THE SAAS APPLICATIONS OR THE EQUIPMENT NOR ANY RESULTS TO BE
ACHIEVED THEREFROM.
12.0 DATA SECURITY
12.1 As part of the Services, Contractor shall provide those administrative, physical, and technical safeguards
for protection of the security, confidentiality and integrity of Ordering Activity data as described at:
http://www.kronos.com/products/workforce-centralcloud/cloud-guidelines.aspx. Ordering Activity acknowledges
that such safeguards endeavor to mitigate security incidents, but such incidents may not be mitigated entirely or
rendered harmless. Ordering Activity should consider any particular Contractor supplied security-related
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 Section D of this Attachment A.
12.2 As between Ordering Activity and Contractor through Kronos, all Personally Identifiable Data is Ordering
rdering Activity. Ordering Activity
Contractor is accurate. Ordering Activity hereby consents to the use, processing or disclosure of Personally
Id
responsibilities under the Section D of this Attachment A or as required by law.
12.3 Prior to initiation of the Services under the Section D of this Attachment A and Order Form and on an
ongoing basis thereafter, Ordering Activity agrees to provide notice to Contractor of any extraordinary privacy or
which could be imposed on Contractor as a result of provision of the Services. Ordering Activity will ensure that:
(a) the transfer to K
is permitted under applicable data protection laws and regulations; and, (b) Ordering Activity will obtain consents
from individuals for such transfer and storage to the extent required under applicable laws and regulations.
13. LIMITATION OF LIABILITY
13.1 EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION D OF ATTACHMENT A, KRONOS
AND ITS SUPPLIERS WILL NOT BE LIABLE FOR ANY DAMAGES OR INJURIES CAUSED BY THE USE
OF THE SERVICES OR BY ANY ERRORS, DELAYS, INTERRUPTIONS IN TRANSMISSION, OR
FAILURES OF THE SERVICES.
13.2
ORDERING ACTIVITY AND/OR ANY THIRD PARTY IN CONNECTION WITH THE SECTION D SHALL
BE LIMITED TO DIRECT DAMAGES PROVEN BY ORDERING ACTIVITY, SUCH DIRECT DAMAGES
NOT TO EXCEED AN AMOUNT EQUAL TO THE TOTAL NET PAYMENTS RECEIVED BY
CONTRACTOR FOR THE SERVICES IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY
PRECEDING THE DATE IN WHICH SUCH CLAIM ARISES.
immixTechnology, Inc. Page 39 [reformatted 08.10.2020]
13.3
AFFILIATES, SERVICE PROVIDERS, OR AGENTS BE LIABLE TO ORDERING ACTIVITY OR ANY
THIRD PARTY FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR OTHER
INDIRECT DAMAGES OR FOR ANY LOST OR IMPUTED PROFITS OR REVENUES, LOST DATA OR
COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM DELAYS,
NONDELIVERIES,
MISDELIVERIES OR SERVICES INTERRUPTION, HOWEVER CAUSED, ARISING FROM OR RELATED
TO THE SERVICES OR THE SECTION D, 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 OR OTHERWISE, AND REGARDLESS OF WHETHER CONTRACTOR 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 NEGLIGENCE OR WILLFUL
MISCONDUCT, CONTRACTOR DISCLAIMS ANY AND ALL LIABILITY, INCLUDING WITHOUT
LIMITATION LIABILITY RELATED TO A BREACH OF DATA SECURITY AND CONFIDENTIALITY
OBLIGATIONS, RESULTING FROM ANY EXTERNALLY INTRODUCED HARMFUL PROGRAM
(INCLUDING WITHOUT LIMITATION VIRUSES, TROJAN HORSES, AND WORMS), ORDERING
ICATIONS, THIRD PARTY UNAUTHORIZED ACCESS OF
EQUIPMENT, SAAS APPLICATIONS OR SYSTEMS, OR MACHINE ERROR.
negligence; (2) for fraud; or (3) for any other matter for which liability cannot be excluded by law.
14. CONFIDENTIAL INFORMATION
14.1 Each Party shall protect the Confidential Information of the other Party with at least the same degree of
care and confidentiality, but not less than a reasonable standard of care, which such Party utilizes for its own
information of similar character that it does not wish disclosed to the public. Kronos recognizes that courts of
competent jurisdiction may require release of confidential information and that Federal Agencies are subject to the
Freedom of Information Act, 5 U.S.C. 552, which requires information that does not fall under certain exceptions
eedom of
Information Act is made, the parties agree to cooperate so that confidential information which is covered by the
exceptions will be maintained confidential.
15. EXPORT
Ordering Activity understands that any export of the Equipment may require an export license and Ordering
written consent before exporting the Equipment.
16. GENERAL
16.1 Ordering Activity shall not assign the rights to use the Services without the prior written consent of
Contractor through Kronos and any purported assignment, without such consent, shall be void.
16.2 Ordering Activity understands and acknowledges that while Kronos may disclose to customers
certain confidential information regarding general Service or product development direction, potential
immixTechnology, Inc. Page 40 [reformatted 08.10.2020]
future Services, products or product enhancements under consideration, Ordering Activity is not entitled to
any Services, products or product enhancements other than those contained on the Order Form. Ordering
Activity has not relied on the availability of any future version of the Services (including SaaS
Applications or equipment) identified on an Order Form, nor any other future product in executing an
order which is governed by Section D of this Attachment A.
EXHIBIT D-1
Kronos® Workforce Central & Workforce TeleStaff
Cloud Offering Single Tenant
The following applies to single-tenant Applications within the Kronos Cloud:
Cloud Offering
Environments:
One standard Production and one Non-Production (Development)
environment.
Included. More
nonproduction
environments are
available for additional
fees.
Environment restoration:
Restore of Production environment to one Non-Production
environment once per week.
Ordering Activity is responsible for requesting data to be moved
from the Production environment to the Non-Production
environment and for the contents of the data moved from the
Production environment to the NonProduction environment.
Included. More frequent
restores or additional
environments will be
subject to additional time
and material fees.
Connectivity to Service:
Customer's users connect to application via secure SSL/TLS
connection over the internet. Cooperative efforts with customer IT
staff may be required to enable access. Kronos will assist with
validating site connectivity but assumes no responsibility for
customer internet connection or ISP relationships. Kronos related
Internet traffic cannot be filtered by proxy or caching devices on
the client network. Exclusions must be added for the fully qualified
domain names and public IP addresses assigned to the
environments in the Kronos Cloud.
Included
immixTechnology, Inc. Page 41 [reformatted 08.10.2020]
Device Initiated Terminal Connectivity:
In Device Initiated mode of communication, the Kronos Terminal
initiates all communications with the Device Manager Server at
Kronos Cloud over the internet. For this method, it is required that
the customer open port 443 and port 444 outbound. In cases
where Network Address Translation is required for terminals, the
customer is responsible for applying the translations on their
network. Kronos Cloud does not support terminals prior to 4500
series and does support certain models released thereafter.
Included
Remote Access to Non-Web Applications:
Remote access to non-web Applications (e.g. Kronos Workforce
Integration Manager) using a remote access tool such a Citrix®
Receiver. Limited Kronos Applications require the use of these
remote access accounts.
2 named users included
SFTP Accounts:
SFTP accounts are provided to customers to push files to the
Kronos Cloud and to pull files from the Kronos Cloud for designated
integration points (e.g. Kronos Workforce Integration Manager
input/output folders). This location is not designed for long-term
storage and files may be deleted after 30 days after creation.
2 logins included
Operating System and Database Software Management: Includes
application of Included
Cloud Offering
critical security patches, service packs and hot-fixes; maintenance
of servers.
Server Maintenance: Repair and replacement of defective or failed
hardware and the installation of hardware upgrades.
Included
Application Updates: Services to perform technical tasks required
to apply application service packs, legislative updates (if applicable),
point releases and version upgrades.
Included
immixTechnology, Inc. Page 42 [reformatted 08.10.2020]
Backup: Customer data is backed up daily. Database backups are
replicated via encrypted connections to a second Kronos Cloud
datacenter. Backups are retained for the prior 28 days on a rotating
basis. All historical employee and configuration data is stored in the
rotating backups.
Included
Security:
Kronos maintains a hosting environment that undergoes
examinations from an independent auditor in accordance with the
American Institute of Certified Public Accounts SSAE 16 (i.e. SOC 1)
and the AICPA Trust Services Principles
Section 100a, Trust Services for Security, Availability, Processing
Integrity, Confidentiality and Privacy (i.e. SOC 2). The Kronos Private
Cloud (KPC) is evaluated for the principles of Security, Availability
and Confidentiality by the independent auditor. The Kronos Private
Cloud is located in data centers that undergo SSAE 16
examinations. Management access to the KPC is limited to
authorized Kronos support staff and customer authorized
integrations. The security architecture has been designed to control
appropriate logical access to the KPC to meet the Trust Services
Principles of Security, Availability and Confidentiality. The
Applications provide the customer with the ability to configure
application security and logical access per the customer's business
processes.
In the event the customer identifies a security issue, the customer
will notify Kronos. For security purposes, customers are restricted
from accessing the desktop, file systems, databases and operating
system of the environments.
Customer agrees not to upload payment card information as the
service is not certified for PCI DSS. Customer agrees not to upload
health information that falls under HIPAA.
Included
immixTechnology, Inc. Page 43 [reformatted 08.10.2020]
Read-Only ODBC Access:
Kronos will provide customer read-only ODBC access into
customer's Production and Non-Production databases for
Timekeeper/HRMS over secure connection (e.g. VPN). Customer is
responsible for establishing this secure connection to the Kronos
Cloud and additional fees for that connection may apply. Kronos
may, but is not obligated to, limit or block customer's database
read-only ODBC queries in order to prevent failure of the database
due to overload. Kronos will not pay SLA credits for any Outage
that is the result of overloading the database during read-only
ODBC access. Overall performance may be limited during peak
If selected on Order
Form
Cloud Offering
processing periods, and customer may need to limit resource
intensive read-only ODBC queries to off-peak periods. Customer
acknowledges that read-only ODBC over a long distance secure
connection is not a reliable protocol for it does not have retry logic
built-in to handle connectivity issues. Kronos will not be responsible
for any changes required to customer's internal systems to account
for limitations of read-only OBDC protocol.
Basic Disaster Recovery Services:
Customer environment and all customer data in the Kronos Cloud
are replicated to a secondary Kronos Cloud data center. Basic
Disaster Recovery Services provides a Recovery Point Objective
(RPO) of 24 hours and Kronos strives to restore Application
Availability in a commercially reasonable timeframe.
The customer will be down until production processing is restored
in the primary or secondary data center if needed. No application
environment is readily available at the alternate site to process
data. Customers are expected to use fully qualified domain names
(FQDNs) to access the service given that IP address of the service
may change.
Any issues arising out of the disaster recovery event due to
customer configuration/customization and/or customer third party
software outside of the Kronos Cloud is the responsibility of the
customer to resolve.
Included
immixTechnology, Inc. Page 44 [reformatted 08.10.2020]
Enhanced Disaster Recovery Services:
Customer environment and all customer data in the Kronos Cloud
are replicated to a secondary Kronos Cloud datacenter. Enhanced
Disaster Recovery Services provide an RTO (Recovery Time
Objective) of 72 hours and a RPO (Recovery Point Objective) of 24
hours.
In the unlikely event that Kronos declares a disaster in the primary
datacenter, Kronos will notify the customer and activate the
Disaster Recovery steps necessary to restore application availability
within the RTO defined.
As part of the enhanced service, Kronos will conduct an annual
Disaster
Recovery Process test which has the objectives to 1) test backups 2)
train Kronos employees 3) verify and improve internal Kronos
procedures. The annual Disaster Recovery Process test may be live
or simulated test.
Customers are expected to use fully qualified domain names
(FQDNs) to access the service given that IP address of the service
may change. Any issues arising out of the disaster recovery event
due to customer configuration/customization and/or customer
third party software outside of the Kronos Cloud is the
responsibility of the customer to resolve.
Workforce Analytics, Workforce Record Manager, Workforce
TeleStaff
Workforce TeleTime IP and all Non-Production environments are
excluded from the RTO.
If selected on Order
Form
Cloud Offering
The following services are not included in the Enhanced Disaster
Recovery Services but may be purchased from Kronos on a time
and material basis and subject to additional fees: a customer
specific DR plan with annual review and Kronos project
management for a live DR test.
immixTechnology, Inc. Page 45 [reformatted 08.10.2020]
Temporary Environments: Temporary Environments are designed
for classroom training up to about 40 people and/or functional
application testing of roughly five to ten simultaneous people. To
order a temporary environment you must be paying for a
production environment in Kronos Cloud.
If selected on Order
Form
Third Parties: If Customer uses a third party to configure and
implement Customer's Applications, the following applies: Such
third party must be authorized by Kronos as part of the Kronos
Connect Partner Program prior to accessing Customer's
development and testing environments. Third parties will not be
granted access to Customer's production environment for purposes
of configuring the Applications. Customer understands that
although Kronos Connect Partners are subject to Kronos policies
and procedures, such Partners are not subject to SOC audits by
Kronos or its representatives. As such, Kronos' SSAE16 SOC 1 and
AT101 SOC 2 Reports are applicable to the production environment
only and not such third parties' activities.
If Customer uses 3rd
party as part of
implementation
Guidelines and Assumptions:
Category Assumption
Estimated availability of production server hardware is approximately 30 days after
the Order Form is processed.
Customer agrees to receive automatic updates to the Applications.
Transparent Data Encryption (i.e. data at rest encryption) is not supported.
Connecting modem clocks to the Kronos Cloud is not supported.
Applications will support English only unless stated on the Order Form.
immixTechnology, Inc. Page 46 [reformatted 08.10.2020]
Customer agrees not to conduct security testing, which includes but is not limited to
penetration testing and vulnerability scanning.
Customer agrees not conduct any sort of automated or manual performance testing
of the Service.
Category Assumption
Offering includes system resources to process the equivalent of five WIM interfaces
using up to 10 links with a maximum of five megabytes of data per link. In addition,
systems resources for the integration between Workforce Central and Workforce
TeleStaff for People, Punch, and Accrual interfaces are included assuming product
documentation is followed for setup and run-time scheduling. Additional processing
requirements may incur additional fees associated with corresponding system
resources. Custom developed functionally outside of WIM that runs in the Kronos
Cloud may incur additional fees.
Retention policies must be configured in the Application(s). Setting retention policies
will ensure that unnecessary system data (e.g. temp files, deleted records, empty
rows, etc.) is routinely purged from the system and will help in managing database
growth. Historical employee data can be maintained for the duration of the
agreement and renewal periods per customer business requirements.
Retention policies do not apply to configuration data.
Sizing considerations based on a three year growth projection of the Production
database environment. After 3 years, an archiving strategy may be reviewed with the
customer for Service performance.
Custom reports for Workforce Central are created using Microsoft Visual Studio. If
made available from Microsoft the free version of Visual Studio Express will be made
available to the customer in their development environment. Customer will have
read-only ODBC access to their development database for creating reports.
Customer is limited to two named users for report creation who match the two
included users for remote access to non-web applications (e.g. Citrix Receiver).
Customer created reports for Workforce HR and Payroll may have reduced
functionally from Kronos product documentation due to security restrictions in
Kronos Cloud.
immixTechnology, Inc. Page 47 [reformatted 08.10.2020]
Customer will be required to sign a go live milestone document confirming customer
has completed its testing and is ready to go live with the Workforce Central
Application(s).
Use of the Workforce Central translation toolkit requires a Kronos professional
services engagement to import/export the translation file(s) into a test environment
and into the Production environment.
Product Specific Considerations
Workforce Record Manager (if included on order form) When Workforce Record
Manager is included it may only be used for archiving purposes. Setup Data Manager
only supports import and export of configuration via XML files between Production
environment and Non-Production environment, a direct connection between
Production and Non-Production environments is not supported. Customer should
open a ticket with Kronos Global Support to request migrations when necessary.
Customer is allowed one ticket per month at no charge to request migration of
changes. Additional requests for configuration and/or interface migrations between
customer environments shall be subject to additional time and material fees.
Workforce TeleTime IP - Teletime IP requires customer to procure from a third party
provider a private line (e.g. MPLS) into the Kronos Cloud that meets Kronos Cloud
technical standards. Kronos will provide information on how connectivity is
established by customer.
Workforce Central Upgrade Services
The Service includes services for Kronos to execute tasks to apply point releases and version upgrades to
updates to the Applications.
The table below reflects the included upgrade tasks.
immixTechnology, Inc. Page 48 [reformatted 08.10.2020]
Project Coordination: Project Manager to coordinate the upgrade project.
Up to eight 30-minute weekly status calls (one per week)
Coordinate Kronos resources
Send meeting invites
Provide Project Timeline and expected customer commitment at the
start of the project
Provide initial Project Schedule and communicates progress during
weekly status
calls
Provide Communication Plan and Contact List
Included
Planning Phase
Customer/ Kronos Introduction Call up to one hour Included
Technical readiness & architecture review Kronos Cloud Environment Included
Assessment Phase
Assessment of Interface Upgrade Included
Assessment of new features or changes to configuration Not
included
Assessment of customs and custom reports and development activities
related thereto
Not
included
Solution Upgrade / Build Phase
One (1) restore of Production database to Pre-Production environment for the
purpose of upgrade testing.
Additional restores, if requested, shall be subject to additional time and
material fees.
Included
Upgrade Non-Production and Production environments to new point release
or version. Included
immixTechnology, Inc. Page 49 [reformatted 08.10.2020]
Upgrade of Workforce Integration Manager (WIM) interfaces due to product
changes
Included
introduced as part of the technical upgrade as defined in product
documentation. For
Workforce Central Version 8 this includes XML export/imports and database
views as defined in the "Workforce Central Import User Guide" and
"Workforce Central Data View Reference Guide".
Upgrade of non-WIM interfaces in Non-Production environment and
Production environment.
Not
Included
Upgrade of customs and custom reports. This includes upgrade of Workforce
Integration Manager (WIM) interfaces that use table import batch
functionality, read/write directly to database tables or require changes due to
new/changed customer requirements.
Not
Included
Upgrade of interfaces and reports created or provided by customer Not
Included
Update of terminal firmware managed by Kronos Not
Included
Configuration of new features or functionality or changes to existing
configuration
Available
for
Purchase
Test & Certify Phase
System test upgraded environments by verifying a user can log in Included
User acceptance testing (UAT) of upgraded environments, interfaces, custom
reports, new features, etc.
Not
Included
Develop customer-specific test cases Not
Included
Sign-off on upgraded Non-Production and Production Environments Customer
immixTechnology, Inc. Page 50 [reformatted 08.10.2020]
Deploy & Support Phase
Deployment Readiness Call up to one hour Included
Note that new feature configuration, project management services, other Professional, Managed and
Educational Services and training are not included as part of Upgrade Services, but may be purchased
independently, if desired.
Project coordination lasts for no more than 8 weeks. At the end of this time, Kronos will complete the
production upgrade. If for any reason Kronos cannot complete the technical upgrade steps within 8 weeks
due to a Kronos caused delay, project coordination will continue proportionally to cover the Kronos caused
delay. For example if Kronos causes a two week delay due to Kronos resource unavailability, project
coordination will last no more than 10 weeks.
If not specifically noted, the Ordering Activity should assume responsibility of the task and/or deliverable.
EXHIBIT D-2
SERVICE LEVEL AGREEMENT (SLA)
Service Level Agreement: The Services, in a production environment and as described in the Statement of Work
(aka Services Scope Statement), are provided with the service levels described in this Exhibit D-2. SLAs are only
Live Acceptance Form for Ordering Ac
99.75% Application Availability
Actual Application Availability % = (Monthly Minutes (MM) minus Total Minutes Not Available (TM))
multiplied by 100) and divided by Monthly Minutes (MM), but not including Excluded Events
Service Credit Calculation: An Outage will be deemed to commence when the Applications are unavailable to
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 Ordering Activity to a credit as follows:
Actual Application Availability
%
(as measured in a calendar
month)
Service Credit to be applied to
for the affected month
<99.75% to 98.75% 10%
<98.75% to 98.25% 15%
<98.25% to 97.75% 25%
<97.75 to 96.75% 35%
<96.75 50%
immixTechnology, Inc. Page 51 [reformatted 08.10.2020]
"Outage" means the accumulated time, measured in minutes, during which Ordering Activity is unable to access
the Applications for reasons other than an Excluded Event.
Activity, 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 Ordering Activity Content, failures or
malfunctions resulting from circuits provided by Ordering Activity, any inconsistencies or changes in Ordering
environment; (c) excusable delay events as defined in FAR 52.212-4(f); (c) scheduled or emergency maintenance,
alteration or implementation provided during the Maintenance Period defined below; (d) any suspension of the
Services in accordance with the terms of the Section D to which this Exhibit D-2 is attached; (e) the unavailability
of required Ordering Activity personnel, including as a result of failure to provide Kronos with accurate, current
contact information; or (f) using an Application in a manner inconsistent with the product documentation for such
Application.
heduled maintenance periods established by Kronos to maintain and update the
Services, when necessary. During these Maintenance Periods, the Services are available to Kronos to perform
periodic maintenance services, which include vital software updates. Kronos will use its commercially reasonable
efforts during the Maintenance Period to make the Services available to Ordering Activity; however, some
changes will require downtime. Kronos will provide notice for planned downtime via an email notice to the
primary Ordering Activity contact at least one day in advance of any known downtime so planning can be
facilitated by Ordering Activity.
Currently scheduled Maintenance Periods for the Services are:
Monday through Friday 04:00 am 06:00 am (U.S. eastern time)
Saturday and Sunday 12:00 am 06:00 am (U.S. eastern time)
Maintenance Periods include those maintenance periods mutually agreed upon by Ordering Activity and
Contractor.
a calendar month commencing at 12:00
am of the first day of such calendar month and ending at 11:59 pm of the last day of such calendar month.
Services are unavailable as the result of an Outage.
Limitations: Service Credits will not be provided if: (a) Ordering Activity is in breach or default under the Section
D at the time the Outage occurred; or (b) the Outage results from an Excluded Event. If Contractor through
Kronos does not provide the appropriate Service Credit as due hereunder, Ordering Activity must request the
Service Credit within sixty (60) calendar days of the conclusion of the month in which the Service Credit accrues.
Ordering Activity waives any right to Service Credits not requested within this time period. All performance
calculations and applicable Service Credits are based on Kronos records and data unless Ordering Activity can
provide Kronos with clear and convincing evidence to the contrary.
immixTechnology, Inc. Page 52 [reformatted 08.10.2020]
The Service Level Agreements in this Exhibit, and the related Service Credits, apply on a per production
environment basis. For the avoidance of doubt, Outages in one production environment may not be added to
Outages in any other production environment for purposes of calculating Service Credits.
Ordering Activity acknowledges that Kronos manages its network traffic in part on the basis of Ordering
network traffic. Therefore, notwithstanding anything else to the contrary, if Ordering Activity 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.
SECTION E
KRONOS WORKFORCE READY® - SOFTWARE AS A SERVICE TERMS AND CONDITIONS
Ordering Activity and Contractor agree that the terms and conditions set forth below shall apply to the Contractor
through Kronos supply of the commercially available version of the Workforce Ready® SaaS Applications in
lated thereto, and the sale or rental of Equipment (if any) specified on
Contractor infrastructure hosting such
Applications.
Contractor and Ordering Activity hereby agree that these terms and conditions of this Section E of the Attachment
A apply for all order forms for the services in relation with Workforce Ready® SaaS. These terms are effective as
1. DEFINITIONS
Order Form which are made accessible for Ordering Activity to use under the terms of this Section E.
ce Fees commences as indicated on the
applicable Order Form. The Billing Start Date of the Monthly Service Fees for any Services ordered by Ordering
-existing Services shall
be the date the applicable Order Form is executed by Contractor and Ordering Activity.
Ordering Activity, posts or otherwise inputs into the Services.
of the Services.
ased or rented by Ordering Activity under this Section E.
immixTechnology, Inc. Page 53 [reformatted 08.10.2020]
fees for usage of the Applications, the Services, and Equipment rental, if any. Billing of the Monthly Service
Fee(s) commences on the Billing Start Date.
orth the
items ordered by Ordering Activity and to be provided by Contractor and the fees to be paid by Ordering Activity.
Activity that is protected against disclosure under applicable law or regulation.
ions by means of access to
the password protected Ordering Activity area of a Contractor website, and all such services, items and offerings
accessed by Ordering Activity therein, and (ii) the Equipment rented hereunder, if any.
ractor, subcontractor or licensor of Contractor providing software, equipment and/or
services to Contractor which are incorporated into or otherwise related to the Services.
2. TERM
2.1 The Services shall commence on the Billing Start Date, and shall continue for the Initial Term or until
terminated by Ordering
Activity in accordance with the provisions hereof or applicable laws and regulations. At the expiration of the
Initial Term and each Renewal Term as applicable, the Services may renew for additional Renewal Terms by
Ordering Activity issuing a new purchase order.
2.2
judgment, the Services or any component thereof are about to suffer a significant threat to security or
functionality.
2.3 If the Order Form is terminated for any reason:
(a) Ordering Activity shall pay Contractor within thirty (30) days of such termination, all fees accrued for the
Services prior to the effective date of such termination, provided however, if Ordering Activity terminates
for material breach of the Section E by Contractor, Contractor shall refund Ordering Activity any pre-paid
fees for services not delivered by Contractor;
(b)
effect and Ordering Activity shall return rented Equipment as provided in Section 9.1 below;
(c) No mor
during the Term), Contractor will provide to Ordering Activity, at no charge to Ordering Activity, the
Ordering Activity Content. After such time period, Contractor shall have no further obligation to store or
immixTechnology, Inc. Page 54 [reformatted 08.10.2020]
make available the Ordering Activity Content and will securely delete any or all Ordering Activity Content
without liability;
(d) Ordering Activity agrees to timely return all Contractor-provided materials related to the Services to
(e) All provisions in the Section E of this Attachment A, which by their nature are intended to survive
termination, shall so survive for the purposes of that Order Form being terminated.
3. FEES AND PAYMENT
3.1 Ordering Activity shall pay Contractor the Setup Fees, the Monthly Service Fees and any additional one
time, set-up or recurring fees, all as defined on the Order Form. Billing will commence on the Billing Start Date
Except as expressly set forth in the Section E of this Attachment A, all amounts paid to Contractor are non-
refundable.
3.2 The Setup Fees shall be invoiced upon execution of the Order Form and shall be due net 30 days following
date of invoice. Ordering Activity acknowledges that setup fees may be charged to Ordering Activity by third
parties for Add-on Features, provided that the third party setup and monthly fees shall be set forth on an Order
Form. Monthly Service fees shall be based on monthly periods that begin on the Billing Start Date. Monthly
Service Fees shall include fees for Equipment rental, if any, as specified on the Order Form. Monthly Service
Fees for Services added on or before the 15th day of a given month will be charged for that full monthly period
and each monthly period of the Term thereafter; Monthly Service Fees for Services added after the 15th day of a
given month will begin to accrue as of the 1st day of the following month and will be charged for each monthly
period of the Term thereafter. Monthly Service Fees shall be invoiced promptly following the end of the calendar
month in which the Monthly Service Fees were accrued. Contractor through Kronos will monitor Ordering
lculate the Usage portion of the Monthly
Service Fees to be charged. Usage of the Services, depending on applicable features, components, or services,
shall be priced as identified on the Order Form either on a: (a) per month basis; (b) per active employee (herein
For purposes of the Section E, an employee shall be deemed an Active Employee during any applicable billing
period if through the Services: (i) time has been entered for such employee; (ii) records have been included for
such employee for the purpose of processing payroll; (iii) records have been included for such employee within an
import/export process; (iv) such employee has accessed the Services, regardless of the purpose; (v) benefit time
has been accrued for such employee; or (vi) such employee has been marked by Ordering Activity as having an
3.3 Ordering Activity agrees that except in those circumstances in which Ordering Activity is entitled to
the Services on a variable fee basis, Ordering Activity agrees to pay Contractor each month during the Term in
Usage of the Services, plus Equipment rental fees, if any. In the event that Ordering Activity does not reach the
immixTechnology, Inc. Page 55 [reformatted 08.10.2020]
anticipated Usage upon which the Minimum Monthly Fees was based for any given month during the Term,
Ordering Activity shall remain responsible for paying the Minimum Monthly Fees for that month.
4. RIGHTS TO USE
4.1 Subject to the terms and conditions of the Section E of this Attachment A and the Order Form, Contractor
hereby grants Ordering Activity a limited, revocable, non-exclusive, non-transferable, non-assignable right to use
during the Term and for internal business purposes only: a) the Applications and related services, including the
Documentation and training materials; and, b) any embedded third party software, libraries, or other components,
which form a part of the Services. The Services contain proprietary trade secret technology of Contractor and its
Suppliers. Unauthorized use and/or copying of such technology are prohibited by law, including United States
and foreign copyright law. Ordering Activity shall not reverse compile, disassemble or otherwise convert the
Applications or other software comprising the Services into uncompiled or unassembled code. Ordering Activity
acknowledges and agrees that the right to use the Services is limited based upon authorized Usage and the amount
of the Monthly Service Fees to be paid by Ordering Activity. Ordering Activity agrees to use only the modules
and/or features described on the Order Form. Ordering Activity agrees not to use any other modules or features
unless Ordering Activity has licensed such additional modules or features. Ordering Activity may not relicense or
sublicense the Services, or otherwise permit use of the Services (including timesharing or networking use) by any
third party. Ordering Activity 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 tho
using and applying the information generated by the Services, Ordering Activity is responsible for ensuring that
Ordering Activity complies with applicable laws and regulations.
4.2 Ordering Activity may authorize its third party contractors and consultants to access the Services through
by its obligations to protect confidential information; b) remains responsible for all such third party usage and
compliance with the Section E of this Attachment A; and c) does not provide such access to a competitor of
Contractor who provides workforce management services.
4.3 Ordering Activity acknowledges and agrees that, Kronos retains ownership of all right, title and interest to
the Services, all of which are protected by copyright and other intellectual property rights, and that, other than the
express rights granted herein, Ordering Activity shall not obtain or claim any rights in or ownership interest to the
Services or any associated intellectual property rights in any of the foregoing. Ordering Activity agrees to comply
with all copyright and other intellectual property rights notices contained on or in any information obtained or
accessed by Ordering Activity through the Services.
4.4 Kronos will make updates and upgrades to the Services (tools, utilities, improvements, third party
applications, general enhancements) available to Ordering Activity at no charge as they are released generally to
its customers as part of the Services. Ordering Activity agrees to receive those updates automatically as part of the
Services. Contractor through Kronos also may offer new products and/or services to Ordering Activity at an
additional charge. Ordering Activity shall have the option of purchasing such new products and/or services under
a separate Order Form.
4.5 Contractor through Kronos reserves the right to change the Services, in whole or in part, including but not
limited to, the Internet based services, technical support options, and other Services-related policies. Ordering
immixTechnology, Inc. Page 56 [reformatted 08.10.2020]
ny changes
indicates the Section E of Attachment A and the Order Form to those changes.
5. ACCEPTABLE USE
5.1 Ordering Activity shall take all reasonable steps to ensure that no unauthorized persons have access to the
Services, and to ensure that no persons authorized to have such access shall take any action that would be in
violation of the Section E of this Attachment A.
5.2 Ordering Activity represents and warrants to Contractor that Ordering Activity has the right to publish and
disclose the Ordering Activity Content in connection with the Services. Ordering Activity represents and warrants
to Contractor that the Ordering Activity Content: (a) does not infringe or violate any third-party right, including
but not limited to intellectual property, privacy, or publicity rights, (b) is not abusive, profane, or offensive to a
reasonable person, or, (c) is not hateful or threatening.
5.3 Ordering Activity will not (a) use, or allow the use of, the Services in contravention of any federal, state,
local, foreign or other applicable law, or rules or regulations of regulatory or administrative organizations; (b)
introduce into the Services any virus or other code or routine intended to disrupt or damage the Services, or alter,
damage, delete, retrieve or record information about the Services or its users; (c) excessively overload the Kronos
systems used to provide the Services; (d) perform any security integrity review, penetration test, load test, denial
of service simulation or vulnerability scan; (e) use any tool designed to automatically emulate the actions of a
human user (e.g., robots); or, (f) otherwise act in a fraudulent, malicious or negligent manner when using the
Services.
6. CONNECTIVITY AND ACCESS
Ordering Activity acknowledges that Ordering Activity 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 Contractor and its representatives with such physical or
in order for Kronos to perform its obligations under the Section E of this Attachment A and the Order Form.
Ordering Activity will make all necessary arrangements as may be required to provide access to Ordering
Section E of this Attachment A. Contractor is hereby (i) granted access to such Ordering Activity data to perform
its obligations under the Section E of this Attachment A and the Order Form and (ii) authorized to audit the
number of Active Employee counts or other transactions that have occurred to measure Usage.
7. IMPLEMENTATION AND SUPPORT
7.1 Implementation. Contractor through Kronos will configure the Services utilizing scheduled remote
resources. Software module configuration will be based on information and work flows obtained from Ordering
Activity during the discovery portion of the implementation. Ordering Activity shall provide Kronos with
necessary configuration-related information in a timely manner to ensure that mutually agreed implementation
schedules are met. Contractor and Orderi
specifically in the Services Implementation Guideline attached as Exhibit E-1.
7.2 Standard Support. Contractor through Kronos will provide telephone support 8:00 a.m. to 5:00 p.m., local
time, Monday Friday. Customers also shall be provided the capability to log questions online via the Kronos
customer Portal.
immixTechnology, Inc. Page 57 [reformatted 08.10.2020]
7.3 Equipment Support. If Equipment is rented in accordance with Section 9.1 below or if Equipment Support
Services are purchased for Equipment purchased in accordance with Section 9.2 below, Contractor through
Kronos will provide the following Depot Exchange Support Services to Ordering Activity:
(a) Upon the failure of installed Equipment, Ordering Activity shall notify Kronos of such failure and Kronos
will provide remote fault isolation at the FRU (Field Replacement Unit) or subassembly level and attempt to
resolve the problem. Those failures determined by Kronos to be Equipment related shall be dispatched to a Kronos
Depot Repair Center, and Ordering Activity will be provided with a Return Material Authorization Number
(RMA) for the failed Equipment if Ordering Activity is to return the failed Equipment to Kronos, as reasonably
determined by Kronos. Ordering Activity must return the failed Equipment with the supplied RMA number. Hours
of operation, locations and other information related to Kronos Depot Repair Centers are available upon request
and are subject to change. Return and repair procedures for failed Equipment shall be provided based on the Depot
option - Depot Exchange or Depot Repair - selected by Ordering Activity on the applicable Order Form and as
specified herein and in Section G of this Attachment A (Support Services Policies).
(b) Contractor will provide a replacement for the failed Equipment at the FRU or subassembly level on an
ed in the Support Policies.
REPLACEMENT EQUIPMENT MAY BE NEW OR RECONDITIONED.
Ordering Activity shall specify the address to which the Equipment is to be shipped. All shipments will include
the Kronos provided RMA designating the applicable Kronos Depot Repair Center, as the recipient. Ordering
Activity, upon receipt of the replacement Equipment from Kronos, shall package the defective Equipment in the
materials provided by Kronos, with the RMA supplied and promptly return failed Equipment directly to Kronos.
(c) Equipment support also includes Ordering Activity access to Equipment service packs via the Kronos
customer Portal.
7.4 Educational Materials and Content. Ordering Activity will have access to certain educational materials and
Educational Content is copyrighted by Kronos. Ordering Activity is permitted to make copies of the Educational
Content provided in *pdf form solely for Ordering Act
modify, revise, amend, change, alter, customize or vary the Educational Content without the written consent of
Kronos, provided that Ordering Activity may download and modify contents of Training Kits solely for Ordering
8. Ordering Activity content
Ordering Activity shall own all Ordering Activity Content. Contractor acknowledges that all of the Ordering
Activity Content is deemed to be the confidential information of Ordering Activity. Notwithstanding the
with that
of other Ordering customers in a manner that does not identify the Ordering Activity or any individual in order to
evaluate and improve the services Contractor offers to Ordering customers. In addition, Kronos may, but shall
have no obligation to, monitor Ordering Activity Content from time to time to ensure compliance with the Section
E of this Attachment A and applicable law.
9. EQUIPMENT
If Ordering Activity purchases or rents Equipment from Contractor, a description of such Equipment (model and
quantity), the applicable pricing, and delivery terms shall be listed on the Order Form.
immixTechnology, Inc. Page 58 [reformatted 08.10.2020]
9.1 Rented Equipment. The following terms apply only to Equipment Ordering Activity rents from Contractor:
g) Rental Term and Warranty Period. The term o
Equipment shall run coterminously with the Term of the other Services provided under the Section E of this
Attachment A and the Order Form.
h) Insurance. Ordering Activity 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 Ordering Activity shall relieve Ordering Activity from Ordering
i) Location/Replacement. Ordering Activity shall not make any alterations or remove the Equipment from
the place of original installation without Kronos
ment during normal business hours,
subject to applicable Government security requirements. Kronos reserves the right, at its sole discretion and at no
additional cost to Ordering Activity, 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.
j) Ownership. All Equipment shall remain the property of Contractor through Kronos. All Equipment is,
and at all times shall remain, se
other equipment or real property. Ordering Activity shall not sell or otherwise encumber the Equipment.
Ordering Activity shall furnish any assurances, written or otherwise, reasonably requested by Contractor to give
full effect to the intent of terms of this paragraph (d).
k) Equipment Support. Contractor shall provide to Ordering Activity the Equipment support services
described in Section 7.
l) Return of Equipment. Upon termination of the applicable Order Form, Ordering Activity shall return,
subject to this Section 9.1. Equipment will be returned to Contractor in the same condition as and when received,
reasonable wear and tear excepted
9.2 Purchased Equipment. The following terms apply only to Equipment Ordering Activity purchases from
Contractor:
b) Ownership and Warranty Period. Title to the Equipment shall pass to Ordering Activity upon delivery to
(unless otherwise required by law).
c) Equipment Support. Contractor through Kronos shall provide to Ordering Activity the Equipment support
services described in this Section E of this Attachment A if purchased separately by Ordering Activity as indicated
on the applicable Order Form. If purchased, Equipment support services have a term of one (1) year commencing
upon expiration of the Warranty Period.
Equipment support services can be extended for additional one year terms on the anniversary of its
commencement date ("Renewal Date") if agreed upon by the issuance of a new order and Contractor accepting
such order.
immixTechnology, Inc. Page 59 [reformatted 08.10.2020]
10. SERVICE LEVEL AGREEMENT
Contractor through shall: (a) provide basic support for the Services at no additional charge, (b) use commercially
reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (i) planned downtime
(when it shall give at least 8 hours notice via the Services and shall schedule to the extent practicable during the
weekend hours from 6:00 p.m. Friday to 3:00 a.m. Monday, Eastern Time), or (ii) any unavailability caused by
-4(f).
11. LIMITED WARRANTY; DISCLAIMERS OF WARRANTY
11.1 Contractor represents and warrants to Ordering Activity that the Applications, under normal operation as
specified in the Documentation and when used as authorized herein, will perform substantially in accordance with
such Documentation during the Term.
11.2
limite -conforming Services at no additional
charge to Ordering Activity. In the event that Contractor is unable to correct material deficiencies in the Services
arising during the Warranty Period,
Activity shall be entitled to terminate the then remaining Term of the Order Form under Section E of this
eunder for breach of warranty are
conditioned upon Ordering Activity notifying Contractor of the material breach in writing, and providing
Contractor with sufficient evidence of such non-conformity to enable Contractor to reproduce or verify the same.
11.3 Contractor warrants to Ordering Activity that each item of Equipment shall be free from defects in
materials and workmanship during the Warranty Period. In the event of a breach of this warranty, Ordering
Equipment. This warranty is extended to Ordering Activity only and shall not apply to any Equipment (or parts
thereof) in the event of:
a) damage, defects or malfunctions resulting from misuse, accident, neglect, tampering, (including
modification or replacement of any Contractor components on any boards supplied with the Equipment), unusual
physical or electrical stress or causes other than normal and intended use;
b) failure of Ordering Activity to provide and maintain a suitable installation environment, as specified in the
published specifications for such Equipment; or
c) malfunctions resulting from the use of badges or supplies not approved by Kronos.
EXCEPT AS PROVIDED FOR IN THIS SECTION 11, CONTRACTOR 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 E, CONTRACTOR MAKES NO WARRANTIES OR
REPRESENTATIONS CONCERNING THE COMPATIBILITY OF THE SERVICES, THE SAAS
APPLICATIONS OR THE EQUIPMENT NOR ANY RESULTS TO BE ACHIEVED THEREFROM.
immixTechnology, Inc. Page 60 [reformatted 08.10.2020]
12.0 DATA SECURITY
12.1 As part of the Services, Kronos shall provide those administrative, physical, and technical safeguards for
the protection of the security, confidentiality and integrity of Ordering Activity data. Ordering Activity
acknowledges that such safeguards endeavor to mitigate security incidents, but such incidents may not be
mitigated entirely or rendered harmless. Ordering Activity should consider any particular Kronos supplied
security-related safeguard as just one tool to be used as pa
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 Section E of this Attachment A.
12.2 As between Ordering Activity and Contractor through Kronos, all Personally Identifiable Data is Ordering
repre
Contractor is accurate. Ordering Activity hereby consents to the use, processing or disclosure of Personally
liers wherever located only for the purposes described herein and
responsibilities under the Section E of this Attachment A or as required by law.
12.3 Prior to initiation of the Services under the Section E of this Attachment A and the Order Form and on an
ongoing basis thereafter, Ordering Activity agrees to provide notice to Contractor of any extraordinary privacy or
data protection statutes, rules, or
which could be imposed on Contractor as a result of provision of the Services. Ordering Activity will ensure that:
(a) the transfer to Kronos and storage of any Personally Ide
permitted under applicable data protection laws and regulations; and, (b) Ordering Activity will obtain consents
from individuals for such transfer and storage to the extent required under applicable laws and regulations.
13. LIMITATION OF LIABILITY
13.1 Except as specifically provided in this section E of this Attachment A, Kronos and its suppliers will not be
liable for any damages or injuries caused by the use of the services or by any errors, delays, interruptions in
transmission, or failures of the Services.
13.2
party in connection with the section E shall be limited to direct damages proven by ordering activity, such direct
damages not to exceed an amount equal to the total net payments received by contractor for the Services in the
Twelve (12) month period immediately preceding the date in which such claim arises.
13.3 In no ev
agents be liable to Ordering Activity or any third party for any incidental, special, punitive, consequential or other
indirect damages or for any lost or imputed profits or revenues, lost data or cost of procurement of substitute
services resulting from delays, nondeliveries, misdeliveries or services interruption, however caused, arising from
or related to the services or the Section E, 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 or otherwise, and regardless of whether contractor or supplier has been advised of the
possibility of any such liability, loss or damage.
immixTechnology, Inc. Page 61 [reformatted 08.10.2020]
13.4
disclaims any and all liability, including without limitation liability related to a breach of data security and
confidentiality obligations, resulting from any externally introduced harmful program (including without
unauthorized access of equipment, SaaS applications or systems, or machine error.
13.5
negligence; (2) for fraud; or (3) for any other matter for which liability cannot be excluded by law.
14. Confidential information
14.1 Each Party shall protect the Confidential Information of the other Party with at least the same degree of
care and confidentiality, but not less than a reasonable standard of care, which such Party utilizes for its own
information of similar character that it does not wish disclosed to the public.
15. EXPORT
Ordering Activity understands that any export of the Equipment may require an export license and Ordering
Activity assume
written consent before exporting the Equipment.
16. GENERAL
16.1 Ordering Activity shall not assign the rights to use the Services without the prior written consent of
Contractor and any purported assignment, without such consent, shall be void.
16.2 Ordering Activity understands and acknowledges that while Contractor may disclose to customers certain
confidential information regarding general Service or product development direction, potential future Services,
products or product enhancements under consideration, Ordering Activity is not entitled to any Services, products
or product enhancements other than those contained on the Order Form. Ordering Activity has not relied on the
availability of any future version of the Services (including SaaS Applications or equipment) identified on an
Order Form, nor any other future product in executing the Section E of this Attachment A.
entation Guidelines
Travel Expenses
implementation, Ordering Activity agrees to pay any travel expenses in accordance with FTR/JTR, as
applicable. Ordering Activity shall only be liable for such travel expenses as approved by Ordering Activity
and funded under the applicable ordering document.
Item Kronos Responsibility Ordering Activity Responsibility
immixTechnology, Inc. Page 62 [reformatted 08.10.2020]
Time and Labor Kronos will configure
and implement Workforce
Ready Time and Labor module.
It is the responsibility of the customer
to Complete the Time and Attendance
templates.
Accruals Kronos will configure and Implement
the Workforce Ready Accruals module.
It is the responsibility of the customer
to Complete the Time and Accruals
templates.
Human Resources Kronos will configure and implement
Workforce Ready Human Resources
module.
It is the responsibility of the customer
to Complete the Human Resource
templates.
Payroll Kronos will configure
and implement Workforce
Ready Payroll module.
It is the responsibility of the customer
to Complete the Payroll templates.
Clocks Kronos will configure up to 3 clocks and It is the responsibility of the customer to train the
customer's IT staff to replicate physically install/mount all clocks. It is the additional
configurations. responsibility of the customer to
configure/install additional clocks.
Network Kronos will provide specifications on
recommended network settings to
allow communications between the
hosted environment and the clocks.
It is the responsibility of the customer
to configure their network to allow
inbound and outbound
communications to and from the
clocks. Specific ports/firewall
settings may need to be modified to
allow communications.
Tax Filing Kronos will coordinate the communication It is the responsibility of the customer to between
MasterTax and the customer. provide Kronos with the necessary tax
Kronos will confirm proper
configuration of the payroll export to
MasterTax .
information to setup the MasterTax
exports.
Employee import An employee import will be
configured to pull employee based
information into Workforce Ready.
It is the responsibility of the customer
to provide a file in a Kronos approved
format for the import.
Accrual import An accrual import will be configured to
pull accrual balances into Workforce
Ready.
It is the responsibility of the customer
to provide a file in a Kronos approved
format for the import.
immixTechnology, Inc. Page 63 [reformatted 08.10.2020]
Payroll export Kronos will provide a standard export
file for Workforce Ready.
It is the responsibility of the customer
to provide Kronos with the necessary
import file specifications for their
payroll software.
Training Kronos will provide 1 administrative training It is the responsibility of the customer to session and
up to 2 manager training sessions conduct all employee and any remaining for each
software product purchased. manager training sessions.
immixTechnology, Inc. Page 64 [reformatted 08.10.2020]
SECTION F
Professional and Educational Services Engagement Policies
The following are intended to provide the policies under which Kronos Professional and Educational Services will
operate during the course of a customer engagement:
Professional Services:
1. Contractor will provide Ordering Activities with a Professional Services Estimate or Statement of Work
that outlines the project deliverables and provides an estimate for the project scope and cost required to complete
the engagement, based upon preliminary information provided by Ordering Activity.
2. Contractor and Ordering Activity agree that given the use of estimated times; the Assess Phase of the
engagement will be used to determine whether modifications to project scope and cost are required.
3. Any such modification to project scope and cost will be supported through the generation of a Change
Order that is signed by the Ordering Activity (see Change Order Process below).
4. The original project scope and cost of an engagement will apply until, and if, the Ordering Activity signs a
Change Order.
5. The Professional Services Estimate or Statement of Work is valid for one year from the date of signature.
6. Contractor will invoice the Ordering Activity on a monthly basis for all Professional Services provided
during the previous month.
7. Professional Services work will be conducted during normal business hours, 8:00 AM - 5:00 PM, Monday
through Friday.
8. All Professional Services work scheduled to start outside of normal business hours will be billed in full at a
premium rate described below. For work to be performed After Hours, on Holidays, or on Weekends, an approved
Change Order will be required prior to scheduling (see Change Order Process below). Ordering Activities will be
charged as follows:
1. All Professional Services will be scheduled and billed in 4 hour increments with a minimum charge of 4
hours.
2. After Hours
i. All scheduled work will be billed at 1.5 times the current contract rate by role.
ii. After Hours are 5:00 PM - 8:00 AM, Monday through Thursday.
d. Weekend
i. All scheduled work will be billed at 2.0 times the current contract rate by role.
ii. Weekend is 5:00 PM Friday- 8:00 AM Monday.
e. Holiday
i. All scheduled work will be billed at 2.0 times the current contract rate by role.
ii. Holiday is recognized Kronos Holiday (see below).
f. Onsite Support requiring Travel:
immixTechnology, Inc. Page 65 [reformatted 08.10.2020]
i. All travel time (portal to portal) will be billed at the current contract rate by role.
ii. Expense reimbursement is pursuant to the agreement covering such Professional Services between the
customer and Kronos, subject to the terms and conditions of the customer order, and applicable Federal travel
regulations.
9. Contractor requires notification for the cancellation or rescheduling of Kronos personnel, Ordering
Activity will be charged for failure to meet the following notification requirements:
2 business days prior to scheduled work - 50% of planned charges are invoiced for scheduled work.
1 business day prior to scheduled work - 100% of planned charges are invoiced for scheduled work. Business days
are Monday, Tuesday, Wednesday, Thursday, and Friday, excluding holidays.
Here is an example:
o Work is scheduled for Wednesday, 1p - 5p (4 hours) o Customer cancels on:
-Friday - no penalty
-Monday - 50% of planned charges are invoiced (2 hours) -Tuesday - 100% of planned charges are invoiced (4
hours) Here is a holiday example:
o Work is scheduled for Wednesday, ip - 5p (4 hours) o Customer cancels on:
-Thursday - no penalty
-Friday - 50% of planned charges are invoiced (2 hours)
-Monday- holiday; doesn't count as "business day"
-Tuesday --- 100% of planned charges are invoiced (4 hours)
Kronos Professional Services recognizes the following holidays:
New Year's Day President's Day Memorial Day
Independence Day Labor Day
Thanksgiving Day and the day after
Christmas Day
Change Order Process:
1. All changes to the original, signed Professional Services Estimate or Statement of Work will be initiated
by the Kronos Project Manager and reflected through the use of a Change Order, approved and signed by
the Ordering Activity.
2. A change of project scope and cost, resulting in a Change Order, could result from: an increase or change
to project deliverables, Ordering Activity allocated time, Ordering Activity scheduling changes,
technology limitations.
3. The last authorized Professional Services Estimate or Statement of Work, including any previously
approved Change Orders, will prevail until amended by a subsequent approved Change Order.
4. Unless otherwise addressed within these policies, the hourly rate(s) quoted within a Change Order for work
to be performed within normal business hours will be consistent with that contained within the original
Professional Service Estimate or Statement of Work, if such Change Order is executed during the course of
the original engagement, or within one (1) year of the signing of the original Professional Services
Estimate or Statement of Work, whichever is earlier.
5. In instances where specialized resources are requested, but not contained within the original Professional
Services Estimate or Statement of Work, the quoted rate will be established at Contractor's then current
rate for such requested services.
Educational Services
immixTechnology, Inc. Page 66 [reformatted 08.10.2020]
1. All Instructor-led Educational Services classes will be held at a Kronos facility, or via the Kronos Virtual
Classroom (if offered in that modality), unless Ordering Activity has purchased onsite location training.
2. Contractor requires notification of cancellation from an Instructor-led class. Ordering Activity will be
charged for training upon failure to meet the following notification requirements:
a. For any PUBLIC course held in the traditional classroom or in the virtual classroom:
Attendees must cancel at least five business days before the class start date to avoid cancellation
fees (equal to the cost of the course). Student substitutions can be made at any time as long as
prerequisites have been met.
b. For any PRIVATE course held at a Ordering Activity site, in the traditional classroom, or in
the virtual classroom: Attendees must cancel at least ten business days before the class start date.
Student substitutions can be made at any time as long as prerequisites have been met.
3. Contractor through Kronos reserves the right to cancel classes up to five business days before the
scheduled start date for public courses held in a Kronos Traditional Classroom (KTC) and up to two business days
before the scheduled start date for public courses held in a Kronos Virtual Classroom (KVC) due to lack of
enrollment or any other unforeseen circumstances.
4. Educational Services ordered are valid for one (1) year from the date of signature. Educational Service
purchased but not used within this one-year period will expire. New Order will need to be reissued by the
Contracting Agency
5. All training course delivery scheduled to start outside of normal business hours will be billed in full at a
premium rate described below. Ordering Activities will be charged as follows:
a. After Hours
There will be a 1.5 times premium in either per student public or per class private day rates. After Hours are 5:00
PM - 8:00 AM, Monday through Thursday. b. Weekend
There will be a 2.0 times premium in either per student public or per class private day rates. Weekend is 5:00 PM
Friday - 8;00 AM Monday. c. Holiday
There will be a 2,0 times premium in either per student public or per class private day rates.
Holiday is recognized Kronos Holiday (see below). d. Onsite Support requiring Travel:
All travel time (portal to portal) will be billed at the current contract rate by role.
Expense reimbursement is pursuant to the agreement covering such Educational Services between the Ordering
Activity and Kronos, subject to the terms and conditions of the customer order, and applicable Federal travel
regulations
Other Policies
1. Kronos personnel working at the Ordering Activity site shall have access to necessary infrastructure
(servers, network, etc.) subject to applicable Government security requirements.
2. In instances where Kronos personnel are working remotely access will be granted through the use of
industry standard tools (DTS, GoToMyPC, PCAnywhere, etc.).
3. Ordering Activity agrees to not hire any Kronos employee who has performed services under the
Agreement for a period of one-year after the completion of such services.
immixTechnology, Inc. Page 67 [reformatted 08.10.2020]
4. All required system administration, maintenance, backups, tuning, etc., is the responsibility of the Ordering
Activity.
5. Ordering Activity Data: To perform the implementation and to provide support after completion, Kronos
may need to access and retain information regarding your employees and business organization. Kronos
will take all reasonable steps to limit and safeguard the security of this information. We may make
recommendations to enhance your organization's procedures for securing your data - these
recommendations are intended to enhance the security of any sensitive information that is provided to us.
However, there are no guarantees that they will ensure the security of your information, nor should Kronos'
actions be viewed as the only safeguards necessary. The security of your data is ultimately your
responsibility.
SECTION G
SUPPORT POLICIES AND SERVICES (not applicable to WebTA Software Support Services)
Product Coverage
For each installation, Ordering Activities must purchase the same software support service type for all software
and must purchase the same equipment support service type for all equipment of the same type. The latest
Supported Product List is available at http://customer.kronos.com/support/status/index.htm.
Workforce Central suite
Contractor through Kronos only provides service packs for the current release and the two immediately prior
releases of the Software. We currently come out with new releases every eighteen months. Resolution of an issue
may require that you upgrade to the current release of the Software.
For Workforce Payroll, when service packs are no longer provided Kronos will provide two quarterly legislative
updates to provide you with additional time to upgrade.
Workforce Analytics (WFAN) supported components include:
All procedures and Database Objects associated with the Workforce Analytics databases.
Home Page that were delivered through the Core Product.
All Analysis Services Cubes found in the Workforce Analytics databases.
Kronos iSeries Central suite
Contractor through Kronos only provides service packs for the current release and the two immediately prior
releases of the Software. Resolution of an issue may require that you upgrade to the current release of the
Software.
Timekeeper Central
Contractor through Kronos only provides "defect repairs" for the current release of the Software.
immixTechnology, Inc. Page 68 [reformatted 08.10.2020]
Kronos defines Version, Release, and Service Pack as follows:
Version: A software product upgrade that includes major new features or functionality.
Release: A software product upgrade that includes minor new features or functionality.
Service Pack: One or more defect repairs bundled into a single update. Service packs are cumulative Service
Pack N will, at minimum, include all of the changes delivered in Service Pack N-1.
The software product hierarchy is: Version . Release . Service Pack
Updates
Ordering Activities electing to undergo a major platform upgrade migration (i.e. from Timekeeper Central to
Workforce Central suite or from OptiLink version 6 to OptiLink Plus version 7) are required to purchase the
licenses to the new version at the applicable license fees.
Support Exclusions
Support service does not include service to the Software resulting from, or associated with:
1. Any cause external to the Software including, but not limited to, electrical work, fire, flood, water, wind,
lightning and transportation, or any act of God; or
2. Ordering Activity's failure to continually provide a suitable installation environment as specified in
Kronos' specifications; or
3. Ordering Activity's improper use, management or supervision of the Software or other failure to use the
Software in accordance with Kronos' specifications; or
4. Ordering Activity's repair, attempted repair or modification of the Software without prior authorization
from Kronos; or
5. Ordering Activity's use of the Software for purposes other than those for which they are designed or the
use of accessories or supplies not approved by Kronos; or
6. Ordering Activity's computer or operating system malfunctions; or
7. Services required for application programs and/or conversions from products or software not supplied by
Kronos; or
8. Reprogramming, including reconfiguration of the Software or the rebuilding of Ordering Activity's
database.
In addition to the Support exclusions above the following Services are NOT covered by your Kronos
Support Service Agreement and are subject to the applicable Contractor Service rates.
1. Configuration Changes, Reprogramming, New Programming such as, but not limited to, Work Rules, Pay
Rules, Accrual Rules, Profiles, Dashboards and Fields
2. Creating New Schedules
3. Terminal Programming and Cold Start
4. Pay Period Changes
5. Programming, modifying, implementing, training or troubleshooting the following:
a. Data integration interfaces (i.e. Connect, Integration Manager, Analytics)
b. Custom Reports
c. Custom Application extensions
immixTechnology, Inc. Page 69 [reformatted 08.10.2020]
6. Editing Process Manager templates and creating new templates
7. Installing or reinstalling Applications such as, but not limited to,
a. Adding a Workstation
b. Moving the Application
c. Reinstalling following a Hard Drive Crash
d. Service Packs
8. Database Administration Maintenance or Services such as, but not limited to,
a. Database maintenance scripts
b. Writing or customizing database scripts for data reporting and/or retrieval
c. Performance Tuning
d. Sizing
e. Disaster Recovery
f. Database backup strategy and/or setup
9. Establishing a Non-Production Environment such as, but not limited to,
a. Test environments, i.e., application servers, database servers
b. K-Demo
10. Troubleshooting Environmental Issues such as, but not limited to,
a. Operating System
b. Network Issues
c. Firewalls
d. Servers
e. Workstations
f. Single Sign On
11. Custom Reports or Custom Application Extensions
12. Implementation or configuration services related to upgrading product such as, but not limited to,
a. Software implementation
b. Porting custom software (i.e., reports)
c. Change management
d. Training
e. New functionality deployment
f. Application interfaces
13. Service to Kronos custom software is not provided, unless otherwise specified on the applicable Order
Form for such custom software.
14. Importing new data i.e. from acquisitions or purchasing of another company.
15. Load balancing configuration
16. Virtual server configuration
Support Discontinuance End of Service Life
Contractor through Kronos may discontinue support for the Software upon 30 days written notice to Ordering
Activity, or at the anniversary date of the relevant support Agreement, whichever is longer. If such support is
discontinued during the initial or any renewal term of the relevant support Agreement, the remaining value of the
Agreement will be left as a credit on the account to be applied against any future invoices.
Reinstatement of Support Services
In the event that Ordering Activity allows Software or Equipment support services to lapse or if Ordering Activity
did not originally purchase Software or Equipment support services and wishes to reinstate or procure such
immixTechnology, Inc. Page 70 [reformatted 08.10.2020]
services, Ordering Activity must pay (i) the support services fees at current contract price for such lapsed or
unprocured time period for when the products were not on support; and (ii) the annual support services at the then
current contract price for the applicable product(s) by issuing a new purchase order.
Service Coverage Period
Local* business hours, Monday through Friday, excluding Kronos holidays, with access to Kronos' technical
support staff Gold or Gold Plus Support. *Please check Contact Us on the Ordering Activity Portal for the
specific business hours of coverage at your location from your Support Services group.
Support Services groups:
US - 8:00 a.m. - 8:00 p.m. local time
24 hours a day, seven days a week, 365 days a year, with access to Kronos' technical support staff Platinum or
Platinum Plus Support
Priority Based Support
Contractor through Kronos provides support on a "priority" basis. As such, Ordering Activities with the most
critical request(s) will be serviced first. Kronos Global Support has set up the following guidelines to assess the
priority of each service request:
High Priority: A critical Ordering Activity issue with no available workaround where the system or a module may
be down, experiencing major system degradation, data corruption or other related factors resulting in the Ordering
Activity not being able to process their payroll such as:
Unable to sign-off Time Cards
Totals are not accurate
Unable to collect punches from terminals
Unable to access a critical application function such as scheduling
No workaround is available.
Medium Priority: A serious Ordering Activity issue which impacts ability to utilize the product effectively such
as:
Intermittent or inconsistent functionality results or data accuracy accrual balances not matching pay
codes but balances are accurate
Data display inaccuracies or inconsistencies across multiple tasks
System performance is inconsistent or fluctuates
A workaround is available.
Low Priority: Non-critical problem generally Use and Usability issues and or "how to" questions such as:
How do I set up a holiday pay rule?
How do I run a report?
How often should database maintenance be executed?
immixTechnology, Inc. Page 71 [reformatted 08.10.2020]
A workaround is available on the Ordering Activity portal.
Response Time
Response time shall mean from the time the case priority is set by Kronos' Support Center until a Kronos support
representative contacts the Ordering Activity to begin service. Kronos utilizes a priority based support focus.
Customers with the most critical request will be serviced in accordance with the following guidelines:
Priority Gold Platinum
High 2
hours
1 hour
Medium 4
hours
4 hours
Low 8
hours
8 hours
All response times are business hours.
The above are only guidelines and may be modified, for a particular incident, based on joint agreement between
the Ordering Activity and Kronos.
e.g., If a Gold support Ordering Activity's case is logged at 4:55 p.m., local time, with a "Medium Priority"
designation, Kronos would respond before 8:55 a.m., local time, the next business day (Monday Friday for Gold
Support customers).
Critical Outages
Contractor through Kronos Global Support will provide continuous effort on all high priority events through either
bug identification, the development of a workaround or problem resolution. If this effort goes beyond normal
hours, the case may be passed to the after hours team or to the mission critical support engineer on duty. On-going
continuous effort may also be dependent on the Ordering Activity's ability to provide a resource to work with the
Kronos Global Support engineer during this period.
Technical Escalation
Our case resolution process is a Team based approach structured around specific products of the Application suite
and staffed by Support Engineers covering the full spectrum of skill sets and technical expertise. The Teams are
empowered to dynamically apply the appropriate resources to a case based on severity and complexity to ensure
the fastest resolution time possible.
The Teams are also integrated with the Development Engineering staff and engage their assistance and technical
guidance when necessary and/or directly escalate depending on case severity and time to resolve considerations.
For situations that contain multiple cases an Account Manager may be assigned to act as a single point of contact
and communication regarding case resolution status, action plan development, resource integration and
implementation co-ordination. The Account Manager remains engaged until the situation has been successfully
remediated.
immixTechnology, Inc. Page 72 [reformatted 08.10.2020]
Management Escalation
Ordering Activities may, at any time, ask to speak to a Kronos manager if they experience dissatisfaction with the
level of service received with respect to a specific case or service in general. To contact a Kronos Global Support
manager, please telephone your Kronos Support Services center and ask to speak to a manager. Phone numbers
are listed on the Customer Portal at http://customer.kronos.com/ContactUs.htm.
Software Support Services and Features
Contractor through Kronos provides different levels of support offerings through our Platinum Plus, Platinum,
Gold Plus, and Gold support services.
Platinum Plus Support Service
Platinum Plus Support customers have access to the same features as the Platinum Support customers and access
to the Technical Account Manager (TAM). The TAM is a seasoned service professional that will draw upon a vast
knowledge of Kronos products and services to provide you with proactive, consultative expertise. For Platinum
Plus customers, a TAM is available 24 hours per day, 7 days per week. Platinum Plus customers can designate 5
named contacts, and also enjoy one on-site visit per year.
Platinum Support Service
Platinum Support customers have access to the same service features as Gold Support customers and the following
additional entitlements:
24 x 7 x 365 telephone access to Kronos Global Support
Access to Senior Support Engineers
Response time of 1 hour or less for High, 4 hours or less for Medium, and 1 business day or less for Low Priority
calls.
Platinum Support customers also have the option of upgrading to Platinum Plus.
Gold Plus Support Service
Gold Plus Support customers have access to the same features as the Gold Support customers and access to the
Technical Account Manager (TAM). The TAM is a seasoned service professional that will draw upon a vast
knowledge of Kronos products and services to provide you with proactive, consultative expertise. For Gold Plus
customers, a TAM is available from 8:00 a.m.8:00 p.m., local time, Monday Friday. Gold Plus customers can
designate 2 named contacts.
Gold Support Service
Gold Support offers a very well-rounded support program. Included is free access to Kronos Global Support from
8:00 a.m. to 8:00
p.m. local time, as well as the following entitlements noted below. Gold Support customers also have the option of
upgrading to Gold Plus.
SuperSearch (Available to all Support Agreement customers)
The Search engine searches the following data sources* and includes Basic and Advanced filters to search by
product.
Knowledge base
Documentation (Manuals and User Guides)
Service packs
immixTechnology, Inc. Page 73 [reformatted 08.10.2020]
Customer forums
Technical Advisories and Technical Insiders
Frequently asked questions (FAQs)
*Access to data sources is limited by type of support service.
Technical Advisories (Available to all Support Agreement customers)
Kronos Global Support Center personnel are a valuable source of knowledge and experience. That's why we give
you access to the same vast repositories of information that they use. You have access to these technical alerts
located on the Kronos customer portal. Please sign up for email alerts to get notified of the release of new
technical advisories on the Kronos customer portal.
Service Case Studies (Available to Gold and Platinum level customers)
When you want an in-depth understanding of technology and how Kronos applications incorporate that
technology, you'll enjoy reading and learning from these case studies.
Learning Quick Tips (Available to Gold and Platinum level customers)
Enjoy the convenience of web-based, self-paced recorded training modules for your Kronos application. These
training recordings are short in duration and you can take them anytime and anywhere that you have access to the
Web.
Technical Insider (Available to Gold and Platinum level customers)
Learn from the experts here at Kronos and become an expert yourself. The Technical Insider offers best practices,
procedures, and tools and is available through our customer portal.
Brown Bag Sessions (Available to Gold and Platinum level customers)
Experience training over the Internet on a variety of topics pertaining to your Kronos system. Kronos Global
Support offers these Brown Bag workshops in a structured online format without costly travel or interruption to
your busy schedule. These sessions are one hour in length and are FREE for all Kronos customers with Gold or
Platinum support agreements.
HR and Payroll Answerforce (Available to Gold and Platinum level customers)
HR and Payroll Answerforce enables you to facilitate communication between employees, managers and HR
professionals. It provides managers and employees with current HR information they need to make effective
decisions. Experience an awardwinning user interface which delivers up-to-date human resources, employee
benefits, compensation, employment and regulatory information directly to your desktop.
SHRM e-Learning (Available to Gold and Platinum level customers)
SHRM e-Learning is an online educational environment that delivers just-in-time training to HR professionals
through a series of HR-related mini-courses. Browse the courses in the SHRM e-learning catalog
http://www.shrm.org/elearning/ to create a learning journey that is unique to you. SHRM e-Learning courses are
facilitated by leading industry experts and presentations range from sixty to ninety minutes in length.
Interactive Forms (Available to Platinum level customers)
Instant access to a comprehensive and easy-to-use library of HR and Employment & Payroll Tax forms and
instructions. You can access, fill out, save, print, and maintain over 730 HR forms and 2500 Payroll forms.
immixTechnology, Inc. Page 74 [reformatted 08.10.2020]
Service Packs (Available to all Support Agreement customers)
Kronos Support Services entitles all Ordering Activities who purchase a support agreement to the latest available
product version upgrades, updates and enhancements, and documentation released during the agreement period,
available on CD or downloadable from the Kronos customer portal. Protecting your investment is where our
coverage for you begins as you embark on your journey to increased knowledge and improved business
performance.
This service feature entitles you to the latest available product releases, updates/patches and legislative updates for
the Workforce
on the customer portal for you to download and install. Please sign up for email alerts to get notified of the release
of new service packs on the Kronos customer portal.
Knowledge Base (Available to all Support Agreement customers)
Accessed by our Ordering Activities thousands of times per month, this online database currently contains
thousands of answers to questions about Kronos products. Type in a question and the knowledge base suggests a
solution. It is tightly integrated with our Global Support case management system and captures the real-world
experience of our support engineers. The knowledge base is constantly updated. When our support engineers
encounter and resolve new situations, they can automatically submit new solutions to the knowledge base.
Frequently Asked Questions (Available to all Support Services customers)
Conveniently organized and continuously populated from the knowledge base, FAQs truly represent those issues
that Ordering Activities ask about most. Before querying the knowledge base, try the FAQs to find your answers
or get ahead of issues you may not be aware of.
eCase management (Available to all Support Agreement customers)
For your convenience, we give you direct access to our electronic case management system. Make your own notes
to help explain what you are encountering. Your case is formally assigned a number and subject to all the normal
tracking and routing mechanisms. Cases are reviewed Monday Friday, during the business hours of your Kronos
support center, excluding Kronos holidays. Should you require assistance outside the described hours, please
telephone your Kronos support center.
Documentation (Available to all Support Agreement customers)
Online access to documentation for most of Kronos' products, for example:
Installation guides
Configuration guides
Database administrators guides
User guides
System administrators guides Database views reference guides.
Customer Forums (Available to all Support Agreement customers)
Our Customer forums provide a unique opportunity to connect with other Kronos customers and to benefit from
their real-world experiences. Organized by product platform and using threaded messaging, the Forums allow you
to post questions to other forum visitors or provide advice to someone else's query. A chance to go beyond
simple product "how to," many customers have commented on how the forums have helped them gain a broader
understanding of how to leverage their Kronos applications.
immixTechnology, Inc. Page 75 [reformatted 08.10.2020]
Remote Support (Available to all Support Agreement customers)
A web-based screen-sharing application that enables Kronos to support you by empowering our support
representatives to remotely view your computer. By connecting through the Internet or via intranets and extranets,
support representatives will work in real time with your users and quickly escalate to desktop sharing, which
features mutual mouse and keyboard control and whiteboard capability.
Per-event Software Service
Ordering Activities seeking support outside their service coverage period or Services that are not covered by your
Support service or Ordering Activities without a Support Agreement on Active Product will be charged at the
current hourly rate.
Software/Equipment
Phone Support
Day and
Time (local
time)
Minimum hours
Monday
Friday
8:00 a.m.
5:00 p.m.
2
Monday
Thursday
5:01 p.m.
7:59 a.m.
4
Friday
Monday
5:01 p.m.
7:59 a.m.
8
Conditions:
1. Time billed is minimum billable in accordance with the terms and conditions of the underlying contract
and the purchase order.
2. The 8:00 a.m.5:00 p.m. minimum billable hours apply to software support calls received prior to 5:00
p.m. local time Monday Friday.
3. The response time for customers without a support agreement is within two business days.
4. Ordering Activities with a Support Agreement receive a 50 percent reduction from the minimum amount
of hours.
immixTechnology, Inc. Page 76 [reformatted 08.10.2020]
5. Per-event rates are not discountable.
Equipment / Hardware Support Services
Depot Exchange Service
The premium hardware service option: Contractor through Kronos sends a replacement unit on an advance
exchange basis by nextbusiness day delivery if request is received prior to 2:00 p.m. Kronos recommends that
Depot Exchange Ordering Activities procure the appropriate number of spare units to maintain adequate coverage
while a unit is out of service.
How it works:
You contact Contractor through Kronos to troubleshoot the problem. If unable to resolve the issue, you are issued
a Return Material Authorization (RMA) Case number to return the unit to Kronos for repair.
You install your spare unit from your inventory.
Contractor through Kronos sends a replacement unit on an advance exchange basis by next-business day delivery
if request is received prior to 2:00 p.m.
Upon receipt of replacement, you send the terminal needing service back to the Kronos Equipment Services
Center.
Availability:
Currently ONLY available in Australia, Canada, China, Mexico, New Zealand, and United States.
Conditions:
Batching (defined as 2 or more terminals) voids the turn-around time.
You will be charged Contractor's current rate for the installation (professional services) of any software or
firmware upgrades, if available, and if requested.
Equipment Support Services do NOT include the replacement of "consumables." In addition, Depot Support
Services do NOT include the repair of damages, and Ordering Activity will not attempt to return damaged
Product, resulting from:
a. Any cause external to the Products including, but not limited to, electrical work, fire, flood, water, wind,
lightning, transportation, or any act of God;
b. Ordering Activity's failure to continually provide a suitable installation environment (as indicated in
Kronos' published installation guidelines) including, but not limited to, adequate electrical power;
c. Ordering Activity's improper use, relocation, packaging, refinishing, management or supervision of the
Product(s) or other failure to use Products in accordance with Kronos' published specifications;
d. Ordering Activity's use of the Products for purposes other than those for which they are designed or the use
of accessories or supplies not approved by Kronos;
e. Government imposed sanctions, rules, regulations or laws preventing the shipment of the Products; or
f. Ordering Activity's repair, attempted repair or modification of the Products.
immixTechnology, Inc. Page 77 [reformatted 08.10.2020]
Terminals are warranted for 90 days from date of shipment.
This service includes access to equipment service packs / firmware updates available on the Kronos customer
portal. Please sign up for email alerts to get notified of the release of new service packs on the Kronos customer
portal.
Depot Repair Service
This service was designed for those who keep their own inventory of spare terminals and options.
How it works:
You contact Contractor through Kronos to troubleshoot the problem. If unable to resolve the issue, you are issued
a Return Material Authorization (RMA) Case number to return the unit to Kronos for repair.
You install your spare unit from your inventory.
You send the terminal needing service back to the Kronos Equipment Services Center.
Upon receipt of product, Kronos shall repair the product within ten (10) business days and return to you by regular
surface transportation.
Availability:
NOT available from the Australia and China Support Services groups.
Conditions:
Batching (defined as 2 or more terminals) voids the turn-around time.
You will be charged Contractor's current time and materials rate for the installation (professional services) of any
software or firmware upgrades, if available, and if requested.
Equipment Support Services do NOT include the replacement of "consumables." In addition, Depot Support
Services do NOT include the repair of damages, and Ordering Activity will not attempt to return damaged
Product, resulting from:
a. Any cause external to the Products including, but not limited to, electrical work, fire, flood, water,
wind, lightning, transportation, or any act of God;
b. Ordering Activity's failure to continually provide a suitable installation environment (as indicated
in Kronos' published installation guidelines) including, but not limited to, adequate electrical
power;
c. Ordering Activity's improper use, relocation, packaging, refinishing, management or supervision of
the Product(s) or other failure to use Products in accordance with Kronos' published specifications;
d. Ordering Activity's use of the Products for purposes other than those for which they are designed or
the use of accessories or supplies not approved by Kronos;
e. Government imposed sanctions, rules, regulations or laws preventing the shipment of the Products;
or
f. Ordering Activity's repair, attempted repair or modification of the Products.
immixTechnology, Inc. Page 78 [reformatted 08.10.2020]
Repairs are warranted for 90 days from date of shipment.
This service includes access to equipment service packs / firmware updates available on the Kronos customer
portal. Please sign up for email alerts to get notified of the release of new service packs on the Kronos customer
portal.
Device Software Maintenance
Device Software Maintenance is designed for those Kronos customers who choose to manage time clock repair
themselves and just want access to device software updates. This service option lets you download equipment
service packs from the Customer Portal to ensure that your time clock is always up to date with:
The latest security enhancements
Communication protocols
Fixes and terminal software feature updates
Compatibility updates with Kronos software or other terminals
Device Software Maintenance is included with Depot Exchange and Depot Repair.
Device Software Maintenance does NOT include any repair or exchange services.
How it works:
Go to the Customer portal at http://customer.kronos.com.
Register or log in to the Customer Portal. An email address and Kronos Solution ID are required to register for
access to the customer portal.
Go to the Support page to access the equipment service packs.
Availability:
The Device Software Maintenance offering is available worldwide.
NOT available for the 100, 400, 500, Century and Cyber series terminals
This service includes access to equipment service packs / firmware updates available on the Kronos customer
portal. Please sign up for email alerts to get notified of the release of new service packs on the Kronos customer
portal.
Per-event Repair Service
Per-event rates apply to Ordering Activities without an equipment support agreement. The Kronos Equipment
Services center will attempt to repair any repairable defective item within 15 business days after receipt at the
current Per-event pricing. The product will be returned by regular surface transportation.
How it works:
You contact Contractor through Kronos to get a Return Material Authorization (RMA) Case number to return the
unit to Kronos for repair.
immixTechnology, Inc. Page 79 [reformatted 08.10.2020]
You install your spare unit from your inventory
You send the terminal needing service back to the Kronos Equipment Services Center.
Upon receipt of product, Kronos shall repair the product within fifteen (15) business days and return to the
Ordering Activity by regular surface transportation.
Conditions:
Batching (defined as 2 or more terminals) voids the turn-around time.
You will be charged Contractor's current time and materials rate for the installation (professional services) of any
software or firmware upgrades, if available, and if requested.
Equipment Support Services do NOT include the replacement of "consumables." In addition, Depot Support
Services do NOT include the repair of damages, and Ordering Activity will not attempt to return damaged
Product, resulting from:
a. Any cause external to the Products including, but not limited to, electrical work, fire, flood, water,
wind, lightning, transportation, or any act of God;
b. Ordering Activity's failure to continually provide a suitable installation environment (as indicated
in Kronos' published installation guidelines) including, but not limited to, adequate electrical
power;
c. Ordering Activity's improper use, relocation, packaging, refinishing, management or supervision of
the Product(s) or other failure to use Products in accordance with Kronos' published specifications;
d. Ordering Activity's use of the Products for purposes other than those for which they are designed or
the use of accessories or supplies not approved by Kronos;
e. Government imposed sanctions, rules, regulations or laws preventing the shipment of the Products;
or
f. Ordering Activity's repair, attempted repair or modification of the Products.
Repairs are warranted for 90 days from date of shipment.
This service does NOT include access to equipment service packs / firmware updates.
SECTION H
WORKFORCE TELESTAFF IVR SERVICE (Licensed or User Based)
This Section H is amending the Section A or D of Attachment A applicable between Contractor and Ordering
Activity governing those certain Kronos Workforce Telestaff software applications whether on a perpetual license
basis or in a software as a service model.
The parties hereby agree that the following terms and conditions are supplemental terms and conditions to the
immixTechnology, Inc. Page 80 [reformatted 08.10.2020]
subscription service Contractor through Kronos is authorized to resell. Telestaff IVR can be ordered either on a
licensed basis with Port (in which case Telestaff IVR is only available with a perpetual license to Workforce
applicable Order Form.
1. Description. Telestaff IVR is an Interactive Voice Response (IVR) solution, provided solely for
receive notifications of work opportunities for employees who are licensed to use the Kronos Workforce
TeleStaff® product. Each exchanged message (notice, response, confirmation, denial) shall be considered an
2. Maintenance.
Telestaff IVR maintenance will entitle Ordering Activity to Telestaff IVR phone support and software updates and
shall commence on the date set forth in the applicable Order Form. For Workforce Telestaff IVR Service,
no additional charge. For Workforce Telestaff IVR License Per Port, if Ordering Activity wants maintenance for
the Workforce Telestaff IVR License Per Port, Ordering Activity must purchase maintenance for both Workforce
TeleStaff and Workforce Telestaff IVR License Per Port, and maintenance for Workforce Telestaff IVR License
Per Port will be charged at the same level of support as Workforce TeleStaff (i.e., Gold or Platinum).
3. Implementation. To initiate and setup administration of the required communications, Contractor through
Kronos will perform the standard implementation of Telestaff IVR, including configuration, as described in the
-standard implementation services will
be provided at mutually agreed upon rates subject to a separate Order Form or a separate statement of work
mutually agreed upon by both parties.
4. Methodology of payment: The Contractor will invoice Ordering Activity as set forth on the applicable
purchase order Contract and as follows: (i) for the license fees and annual maintenance associated with the
Workforce Telestaff IVR License Per Port, upon execution of the Order Form; or (ii) each month in arrears for the
Workforce Telestaff IVR Service usage fees for the total actual number of metered minutes used each month (the
shall begin upon activation of the service after implementation/configuration.
5. Restrictions on Telestaff IVR Services; Additional Responsibilities. Ordering Activity agrees that
Telestaff IVR has not been designed for, and may not be used as, a means to connect with 911 or E911 emergency
services. Contractor shall have no liability for any delays, failures or unavailability of Telestaff IVR due to
the mobile communications network and/or mobile devices. Use of Telestaff IVR is subject to the software license
and Ordering Activity agrees that it shall be liable for all loss, damage or injury that may result from Ordering
bide by such Policy. Ordering Activity acknowledges that communications occurring
through Telestaff IVR may be subject to standard mobile carrier policies or government regulatory requirements
for mobile communications.
immixTechnology, Inc. Page 81 [reformatted 08.10.2020]
6. Telestaff IVR Security. The Telestaff IVR service relies upon a third party hosted communication
platform. Accordingly, notwithstanding any other provision of Section A or D as applicable or this Section H to
the contrary, Ordering Activity understands and acknowledges that the exclusive statement of the security
protections provided for i) Interactions by Ordering Activity and its employees through Telestaff IVR, and ii) all
tice. The
current security statement is as follows:
Security of Your Personal Information
information. Access to your personal information is limited only to those employees, contractors or authorized
agents of Contractor and its provider who have authorization to access your personal information and such access
is limited to the extent such information is needed to fulfill the task for which personal information was collected.
While we strive to protect your personal information, we cannot ensure the security of the information you
transmit. We recommend you to take every precaution to protect your personal information when you are on the
Internet. For example, change your passwords often, use a combination of letters and numbers when creating
passwords, and make sure you use a secure browser.
7. Renewal and Termination. The initial term is twelve months commencing upon the execution of the Order
Form and will be renewed by the signature of a new order form. Any change will be identified on the Order and
shall be in accordance with the pricing and this Attachment.
SECTION I
Ordering Activity and Contractor agree that the terms and conditions set forth below shall apply to the
Dimensions software as a service and other related offerings specified on an Order Form signed by Ordering
Contractor and Ordering Activity hereby agree that these terms and conditions of this Section I of the
Attachment A apply for all order forms for the Services. These terms are effective as of the date the Order
This Section I includes the following exhibits, which are incorporated by reference, and which form an integral
part of this contract:
Exhibit A: Attachment A-1: Equipment Purchase, Rental, and Support
Attachment A-2: Service Level Agreement
Exhibit B: Workforce Dimensions Cloud Guidelines
Exhibit C: Customer Success
Exhibit D: Acceptable Use Policy (AUP):
Exhibit E: AtomSphere Service and Boomi Software
immixTechnology, Inc. Page 82 [reformatted 08.10.2020]
Definitions
prohibited uses of the Service as further described in Exhibit D.
without
limitation, for analysis of the Service, Configurations or Customer Data, and is created by Kronos in response
to specified queries for a set point in time; including without limitation aggregation, metrics, trend data,
correlations, benchmarking, determining best practices, the number and types of transactions, configurations,
records, reports processed in the Service, and the performance results for the Service Agreement.
gislative acts, regulations,
uses the Service with any login credentials or passwords Ordering Activity uses to access the Service.
Order Form which are made accessible for Ordering Activity to use under the terms of this Agreement.
-party service for the creation of integrations by Ordering Activity
have the right to access through the Service.
-party proprietary software associated with the Boomi AtomSphere Service as
further described in Exhibit E.
arameters within the Applications(s),
including pay and work rules, security settings such as log-in credentials, passwords, and private keys used to
access the Service.
ction of the security,
confidentiality and integrity of Customer Data, designed and implemented by Contractor through Kronos to
secure Customer Data against accidental or unlawful loss, access or disclosure consistent with the AICPA
Trust Principles Criteria for security, availability, confidentiality and processing integrity (SOC 2).
Service, including but not limited to information, data (such as payroll data, vacation time, hours worked or
other data elements associated with an Authorized User), text, multimedia images (e.g. graphics, audio and
video files), or compilations.
immixTechnology, Inc. Page 83 [reformatted 08.10.2020]
through Kronos to support and maintain
the Service as described in Exhibit C, including but not limited to the Support Plans and the Customer
Success Programs.
pective
directors, officers, and employees.
published governmental or regulatory decisions that specify data privacy, data protection or data security
storage, or disclosure of Personally Identifiable Information.
ble Applications and Equipment, such as
user manuals and administrator guides.
educational consulting services.
such as time clocks, devices, or other equipment set forth on an Order
Form.
Equipment as further described in Attachment A-1.
ons, ideas, comments, know how, techniques or other information provided to
Kronos for enhancements or improvements, new features or functionality or other feedback with respect to
the Service.
r a particular item.
Kronos to set up the cloud environment and to setup the Configurations within the Applications, as set forth
in an SOW.
-paced learning
modules.
rotating course schedule.
means an order form mutually agreed upon by Contractor and Ordering Activity setting forth,
among other things, the items ordered by Ordering Activity and to be provided by Contractor through Kronos
and the Fees to be paid by Ordering Activity.
immixTechnology, Inc. Page 84 [reformatted 08.10.2020]
Service.
cerning individually identifiable employees of
Ordering Activity that is protected against disclosure under Applicable Data Protection Law.
Contractor through Kronos pursuant to an Order Form and which are not described in a Statement of Work.
consecutive months during the annual period identified on the Order Form; (ii) valid from the first day of the
month in which they commence until the end on the last day of the month in which they expire; and (iii) will
be effective automatically each year during the Term, subject to termination and non-renewal as provided in
the Agreement.
related thereto.
Implementation Services.
Applications.
1. Order Forms
1.1 The following commercial terms may appear on an Order Form:
a. The Application(s) included in the Service, and the other offerings being ordered by Ordering Activity
b. Billing Start Date (i.e., the date the billing of the PEPM Fees commences)
c. Initial Term (i.e., the initial billing term of the Service commencing on the Billing Start Date)
d. Renewal Term (i.e., the renewal billing term of the Service)
e. Billing Frequency (i.e., the frequency for the invoicing of the PEPM Fees such as Annual in Advance or
Monthly in Arrears)
execution of the Order Form.
the month in which the Service was delivered.
f. Reserved
immixTechnology, Inc. Page 85 [reformatted 08.10.2020]
g. Reserved
1.2 The following Fees may appear on an Order Form:
a. PEPM Fees for use of the Service, including PEPM Fees for Seasonal Licenses
b. Customer Success Fees for Premium and Premium Plus Plans
c. Implementation Services Fees (The Order Form will note if Implementation Services Fees are included in
PEPM Fees.)
d. Equipment Purchase Fees
e. Equipment Rental Fees
1.3 Contractor through Kronos may also sell (or rent) Equipment to Ordering Activity, and provide related
Equipment Support Services, if included on an Order Form. These offerings are subject to this Agreement
and the terms and conditions set forth in Attachment A-1.
2. Billing
2.1 Contractor will invoice the Fees on the Billing Frequency indicated on the Order Form. For each Order
Form, the billing period of the PEPM Fees will start on the Billing Start Date and will continue for the time
period indicated as the Initial Term. Ordering Activity will pay the Fees on the Payment Terms and in the
currency, indicated on the Order Form. Ordering Activity will send payment to the attention of Contractor at
the address indicated on the applicable invoice unless the Parties have made an alternative payment
arrangement (such as credit card, wire transfer, ACH payment or otherwise). Unless expressly provided in
this Section I, payments are non-refundable. Each Party is responsible to pay all costs and fees attributable
to such Party pursuant to the Shipping Terms indicated on the Order Form.
2.2 The Services shall commence on the Billing Start Date, and shall continue for the Initial Term or until
terminated by Ordering Activity in accordance with the provisions hereof or applicable laws and regulations.
At the expiration of the Initial Term and each Renewal Term, as applicable, the Services may renew for
additional Renewal Terms by Ordering Activity issuing a new purchase order.
3. Implementation Services, Professional Services, and Educational Services
3.1 Implementation Services are described in a SOW that the Parties will sign or reference on a signed Order
Form. These SOWs are subject to this Section I. Implementation Services are invoiced monthly as
delivered, except if otherwise indicated on an Order Form. Each Party will perform their respective
obligations as outlined in a signed SOW.
3.2 While Ordering Activity may configure the Applications itself, as part of the Implementation Services as
described in an SOW, Contractor through Kronos may also configure the Applications. Contractor through
Activity is solely responsible for ensuring that the Configurations comply with Applicable Law.
immixTechnology, Inc. Page 86 [reformatted 08.10.2020]
3.3 Contractor through Kronos may also provide Professional Services to Ordering Activity that do not require
an SOW but which will be as set forth on an Order Form.
Live 1st Year Training will expire one (1) year from purchase. KnowledgeMap Live Subscription and
KnowledgeMap Live 5 Pack are coterminous with the Service and will renew with the Service, unless
terminated by Ordering Activity upon at least sixty (60) days prior written notice before the start of a
Renewal Term. Ordering Activity is permitted to assign one (1) employee to each user account (or seat)
appear on the Order Form. Passwords and accounts cannot be shared by multiple users. Ordering Activity
will designate one (1) named user account to act as a training administrator. The KnowledgeMap Live 5 Pack
entitles Customer to add up to five (5) additional named users.
3.5 Contractor through Kronos may also provide ala carte educational consulting services as Implementation
Services or Professional Services as described in an SOW or Order Form.
3.6 The Professional Service policies set forth in Section F of this Attachment A (Professional/Educational
Services Policies) shall apply to all Implementation Services and Professional Services provided by
Contractor through Kronos. In the event of a conflict between the Professional Services Policies and this
Section I, the terms of this Section I shall prevail.
4. Service Level Agreement
Contractor through Kronos offers the Service Level Agreement and associated SLA Credits as described in
Attachment A-
Outage. Kronos remains obligated to provide the Service as otherwise described in this Section I.
5. Data, Confidentiality, Security and Privacy
5.1 Data
5.1.1 Ordering Activity owns Customer Data. Ordering Activity is solely responsible for Customer Data,
including ensuring that Customer Data complies with the Acceptable Use Policy and Applicable Law.
Ordering Activity is solely responsible for any Claims that may arise out of or relating to Customer Data.
5.1.2 Kronos owns the Aggregated Data. Nothing in this Agreement will prohibit Kronos from utilizing the
Data, will not reveal any Customer Confidential Information, and will not reveal any Personally Identifiable
Information.
5.2 Confidentiality
Each Party will treat the Confidential Information of the other Party with the same degree of care and
confidentiality, but not less than a reasonable standard of care, which such Party utilizes for its own
information of similar character that it does not wish disclosed to the public.
immixTechnology, Inc. Page 87 [reformatted 08.10.2020]
5.3 Security and Privacy
5.3.1 Kronos will maintain the Controls throughout the Term.
5.3.2 Each Party will comply with all Applicable Laws, including, without limitation, Data Protection Laws.
5.3.3 Kronos employees will access Customer Data from the locations from which such employees work.
provide the Service. As may be required by Applicable Law, Ordering Activity will ensure that Customer
Data may be provided to Kronos for the purposes of providing the Service. Ordering Activity has obtained
all necessary consents from individuals to enable Kronos to use the Customer Data to provide the Service.
As may be contemplated by the applicable Data Protection Laws, Ordering Activity will remain the
5.3.4 Contractor through Kronos will notify Ordering Activity in accordance with Applicable Law upon
becoming aware of an unauthorized access of Customer Data. To the extent reasonably possible, such a
notification will include, at a minimum (i) a description of the breach, (ii) the information that may have been
obtained as a result of the breach, and (iii) the corrective action Kronos is taking in response to the breach.
6. Warranty
Contractor warrants that the Service will be provided in a professional and workmanlike manner. TO THE
EXTENT PERMITTED UNDER APPLICABLE LAW, CONTRACTOR DISCLAIMS ALL OTHER
WARRANTIES RELATED TO THE SERVICE, EITHER EXPRESS OR IMPLIED, INCLUDING THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
If Ordering Activity informs Contractor in writing that there is a material deficiency in the Service which is
making this warranty untrue, Contractor will use its reasonable commercial efforts to correct the non-
conforming Service at no additional charge, and if Contractor is unable to do so within a reasonable period of
time, Ordering Activity may terminate the then remaining Term of the Order Form under Section I of this
provide Contractor with reasonable information and assistance to enable Contractor to reproduce or verify the
non-conforming aspect of the Service.
7. License
7.1 Technology License
7.1.1 As part of the Service, Contractor will provide Ordering Activity access to and use of the Technology,
including the Applications. Contractor hereby grants Ordering Activity a limited, revocable, non-exclusive,
non-transferable, non-assignable right to use the Service, including the Technology, during the Term and for
internal business purposes only. Ordering Activity acknowledges and agrees that the right to use the Service,
including Seasonal Licenses when included on the Order Form, is limited based upon the number of
nt of the corresponding PEPM Fees. Ordering Activity
immixTechnology, Inc. Page 88 [reformatted 08.10.2020]
agrees to use the Applications only for the number of employees stated on the total of all Order Forms for the
applicable Applications. Ordering Activity agrees not to use any other Application nor increase the number
of employees using an Application unless Ordering Activity enters into an additional Order Form that will
permit the Ordering Activity to have additional Authorized Users.
7.1.2 Kronos owns all title or possesses all intellectual property rights in and to the Technology used in
delivering the Service. Ordering Activity has a right to use this Technology and to receive the Service
subject to this Section I. No other use of the Technology is permitted. Ordering Activity is specifically
prohibited from reverse engineering, disassembling or decompiling the Technology, or otherwise attempting
to derive the source code of the Technology. Ordering Activity cannot contact third party licensors or
suppliers for direct support of the Technology. No license, right, or interest in any Kronos trademark, trade
name, or service mark, or those of any third party supplying Technology as part of the Service, is granted
hereunder.
8. Scope and Authority
8.1 Authorized Users may access the Service on
responsible for all actions taken by its Authorized Users. Ordering Activity will make sure that Authorized
r breaches its
Authorized Users. Ordering Activity should contact Contractor immediately if Ordering Activity believes an
been compromised.
8.2 Access to the Service includes access to t
allows Ordering Activity to electronically enter into agreements and make transactions such as orders,
contracts, statements of work, and notices of cancellation. Ordering Activity shall configure the Marketplace
to disable use by its Authorized Users if it does not agree to enter into electronic transactions or agreements.
Ordering Activity acknowledges that if it does not disable use of the Marketplace it agrees to be bound by
agreements and transactions electronically entered into through the Service.
9. Suspension
judgement, the Service or any component thereof are about to suffer a significant threat to security or
functionality.
9.2 Ordering Activity shall take all reasonable steps to ensure that no unauthorized persons have access to the
Services, and to ensure that no persons authorized to have such access shall take any action that would be in
violation of the AUP. Contractor through Kronos and its third party cloud service provider reserve the right
Ordering Activity acknowledges that failure to comply with the AUP may result in a significant threat to the
security or functionality of the Services. If Contractor through Kronos discovers an AUP violation,
immixTechnology, Inc. Page 89 [reformatted 08.10.2020]
use of the Service immediately
without notice.
Article 10. Termination
10.1 Effects of Termination
If the Section I is terminated for any reason:
a. All Fees will be paid by Ordering Activity for amounts owed through the effective date of termination.
b. Any Fees paid by Ordering Activity for the Service not rendered prior to the effective date of termination will
be refunded to Ordering Activity.
c. hstanding
such termination, Ordering Activity will have thirty (30) days after the effective date of termination to access
the Service for purposes of retrieving Customer Data through tools provided by Contractor through Kronos
that will enable Ordering Activity to so extract Customer Data. If Ordering Activity requires a longer period
of access to the Service after termination to retrieve Customer Data, such access will be subject to additional
Fees. Extended access and use of the Services will be subject to the terms of this Section I.
d.
and retrieve Customer Data have ended. Contractor through Kronos will delete Customer Data in a series of
steps
system backups. Final deletion of Customer Data will be completed when the last backup that contained
Customer Data is overwritten.
e. Contractor and Ordering Activity will each return or destroy any Confidential Information of the other Party,
with any retained Confidential Information remaining subject to this Section I.
f. Provisions in this Section I which by their nature are intended to survive in the event of a dispute or because
their obligations continue past termination will so survive.
11. Extent and Limitations of Liability
11.1 EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION I OF THIS ATTACHMENT A, THE
TOTAL AGGREGATE LIABILITY OF CONTRACTOR OR ON
ORDERING ACTIVITY OR TO ANY THIRD PARTY IN CONNECTION WITH THIS SECTION I WILL
BE LIMITED TO ACTUAL AND DIRECT DAMAGES PROVEN BY ORDERING ACTIVITY, SUCH
DAMAGES NOT TO EXCEED AN AMOUNT EQUAL TO THE TOTAL NET PAYMENTS RECEIVED
BY KRONOS FOR THE SERVICE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY
PRECEDING THE DATE IN WHICH THE CLAIM ARISES.
11.2 NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL,
SPECIAL, OR PUNITIVE DAMAGES. NEITHER PARTY WILL BE LIABLE FOR THE COST OF
ACQUIRING SUBSTITUTE OR REPLACEMENT SERVICES. NEITHER PARTY WILL BE LIABLE
FOR ANY LOST OR IMPUTED PROFITS OR REVENUES OR LOST DATA RESULTING FROM
DELAYS, NONDELIVERIES, MISDELIVERIES OR SERVICES INTERRUPTION, HOWEVER
CAUSED, ARISING FROM OR RELATED TO THE SERVICE OR THIS SECTION I. THESE
LIMITATIONS APPLY FOR ANY REASON, REGARDLESS OF ANY LEGAL THEORY AND FOR
WHATEVER REASON LIABILITY IS ASSERTED.
immixTechnology, Inc. Page 90 [reformatted 08.10.2020]
11.3 THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO (1) PERSONAL INJURY
OR DEATH RESULTING FROM KRONOS; NEGLIGENCE; (2) FOR FRAUD; OR (3) FOR ANY
OTHER MATTER FOR WHICH LIABILITY CANNOT BE EXCLUDED BY LAW.
12. Changes
The information found in any Exhibit (or at any URL referenced in this Section I) may change over the Term.
Any such change will be effective as of the start of the next Renewal Term after such change is announced or
published by Kronos.
13. Feedback
From time to time, Ordering Activity may provide Feedback. Kronos has sole discretion to determine whether
or not to undertake the development of any enhancements, new features or functionality contained in or with
Feedback. Ordering Activity hereby grants Kronos a royalty-free, fully paid up, worldwide, transferable,
sublicensable, irrevocable, perpetual license to use, copy, distribute, transmit, display, perform, create
derivative works of and otherwise fully exercise and commercially exploit the Feedback for any purpose in
riction or
obligation, whether based on intellectual property right claim or otherwise. For the avoidance of doubt, no
Feedback will be deemed to be Customer Confidential Information, and nothing in this Section I limits
, develop, evaluate, or market products or services, whether incorporating
Feedback or otherwise.
14. General
14.1 Ordering Activity shall not assign the rights to use the Services without the prior written consent of Kronos
and any purported assignment, without such consent shall be void.
Attachment A-1:Equipment Purchase, Rental, and Support
The following terms and conditions supplement the terms and conditions of Exhibit A and govern the purchase
and sale, or rental of, Equipment and the related support services, as applicable.
1. Purchase and Sale of Equipment
When indicated on the applicable Order Form as Purchased Equipment, Contractor through Kronos sells to
Ordering Activity the Equipment listed on that Order Form for the price stated on that Order Form. Payment
and delivery terms are as stated on the Order Form. Contractor will invoice Ordering Activity for purchased
Equipment upon shipment of the Equipment.
2. Equipment Rentals
The following terms apply only to Equipment Ordering Activity rents from Contractor when indicated on the
applicable Order Form as Rental Equipment:
immixTechnology, Inc. Page 91 [reformatted 08.10.2020]
2.1 Rental Term and Warranty. The term of the Equipment rental and the warranty for such Equipment shall run
coterminously with the Term of the Service.
2.2 Insurance. Ordering Activity 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 during the Term.
No loss, theft or damage after shipment of the Equipment to Ordering Activity shall relieve Ordering Activity
2.3 Location/Replacement. Ordering Activity shall not make any alterations or remove the Equipment from the
shall, subject to the Ordering
business hours. Kronos reserves the right, at its sole discretion and at no additional cost to Ordering Activity,
to replace any Equipment with newer or alternative technology as long as the replacement Equipment at least
provides the same level of functionality as that being replaced.
2.4 Ownership. All Equipment shall remain the property of Contractor through Kronos. All Equipment is, and at
other equipment or real property. Ordering Activity shall not sell or otherwise encumber the Equipment.
Ordering Activity shall furnish any assurances, written or otherwise, reasonably requested by Contractor to
give full effect to the intent of terms of this paragraph.
2.5 Equipment Support. Contractor shall provide to Ordering Activity the Depot Exchange Equipment Support
Services described below, the Fees for which are included in the Rental Fees for the Equipment.
2.6 Return of Equipment. Upon termination or expiration of the Rental Period for the Equipment or upon
termination or expiration of the Order Form, for any reason, Ordering Activity shall return, within thirty (30)
ment will
be returned to Contractor in the same condition as and when received, reasonable wear and tear excepted.
3. Warranty
Contractor warrants that all Kronos Equipment shall be free from defects in materials and workmanship, for a
period of ninety (
e thereof have conformed to the
Documentation. This warranty is extended to Ordering Activity only and shall not apply to any Equipment
(or parts thereof) in the event of:
a. damage, defects or malfunctions resulting from misuse, accident, neglect, tampering, (including modification
or replacement of any Contractor components on any boards supplied with the Equipment), unusual physical
or electrical stress or causes other than normal and intended use;
b. failure of Ordering Activity to provide and maintain a suitable installation environment, as specified in the
Documentation; or
c. malfunctions resulting from the use of badges or supplies not approved by Kronos.
immixTechnology, Inc. Page 92 [reformatted 08.10.2020]
4. Firmware
Ordering Activity may not download firmware updates for the Kronos Equipment unless Ordering Activity is
maintaining such Equipment under a support plan with Contractor. If Ordering Activity is not maintaining
the Equipment under a support plan with Contractor, Contractor through Kronos shall have the right to verify
Kronos Equipment to determine if Ordering Activity has downloaded any firmware to
which Ordering Activity is not entitled.
5. Export
Ordering Activity acknowledges that the Equipment may be restricted by the United States Government or by
the country in which the Equipment is installed from export to certain countries and certain organizations and
individuals, and agrees to comply with such laws. Ordering Activity agrees to comply with all applicable
laws of all of the countries in which the Equipment may
obligations hereunder shall survive the termination or expiration of the Order Form. Ordering Activity must
obtain Kronos through Contractor prior written consent before exporting the Equipment.
6. Equipment Support
Contractor and Ordering Activity hereby agree that Contractor through Kronos shall provide Equipment Support
Support Services are specified on an Order Form to and from locations within the United States and Puerto
Rico.
6.1 Term
Equipment Support Services have a term of one (1) year commencing upon the expiration of the applicable
warranty set forth in Section 3 of this Section I. Equipment Support Services can be extended for additional
one year terms on the anniversary of its commencement date ("Renewal Date"), if agreed upon by the
issuance of a new order and Contractor accepting such order.
6.2 Payment
Ordering Activity agrees that all Products of the same type that are owned by the Ordering Activity, including
without limitation Ordering Activity's "Spare Products" (as defined below), must be covered by the
Equipment Support Services. Ordering Activity agrees that if Ordering Activity purchases, during the term of
the Equipment Support Services, any Products of the same type as those covered by Ordering Activity under
Equipment Support Services, such additional Products must be covered by the Equipment Support Services.
6.3. Depot Support Service
6.3.1 Upon the failure of an installed Product, Ordering Activity shall notify Contractor through Kronos of such
failure and Kronos will provide remote support in an attempt to resolve the problem. Those failures
determined by Kronos to be Product related shall be dispatched to a Kronos Depot Repair Center, and
Ordering Activity will be provided with a Return Material Authorization Number (RMA) for the failed
Product if Ordering Activity is to return the failed Product to Kronos, as reasonably determined by Kronos.
Ordering Activity must return the failed Product with the supplied RMA number. Return and repair
procedures for failed Product shall be provided based on the Depot option - Depot Exchange or Depot Repair
immixTechnology, Inc. Page 93 [reformatted 08.10.2020]
- selected by Ordering Activity on the applicable Order Form and as specified herein and in Kronos' then-
current Support Services Policies which may be found herein under Section G of Attachment A.
6.3.2 Depot Exchange: Contractor through Kronos will provide a replacement for the failed Product at the FRU
or subassembly level on an "advanced exchange" basis, utilizing a carrier of Kronos' choice. Replacement
Product will be shipped the same day, for next business day delivery to Ordering Activity's location as further
described in the Support Policies. REPLACEMENT PRODUCT(S) MAY BE NEW OR
RECONDITIONED. Ordering Activity shall specify the address to which the Product is to be shipped. All
shipments will include the Kronos provided RMA designating the applicable Kronos Depot Repair Center, as
the recipient. Ordering Activity, upon receipt of the replacement Product from Kronos, shall package the
defective Product in the materials provided by Kronos, with the RMA supplied and promptly return failed
Products directly to Kronos using the carrier specified by Kronos.
6.3.3 Depot Repair: It is Ordering Activity's obligation to purchase and retain, at Ordering Activity's location
and at Ordering Activity's sole risk and expense, a sufficient number of spare products ("Spare Products") to
allow Ordering Activity to replace failed Products at all Ordering Activity locations. Upon failure of an
installed Product, Ordering Activity shall install a Spare Product to replace the failed Product. Ordering
Activity shall also specify the address to which the repaired Product should be return shipped. Ordering
Activity shall then return the failed Product, with the required RMA, to the applicable Kronos Depot Repair
Center. Upon receipt of the failed Product, Kronos shall repair the failed Product and ship it, within ten (10)
business days after receipt, to Ordering Activity. Kronos shall ship the repaired Product by regular surface
transportation to Ordering Activity.
6.3.4 Device Software Updates Only: Ordering Activity shall be entitled to receive:
a. Service packs for the Product (which may contain system software updates, firmware updates, security
b. Access to the Kronos Support Services Center for the logging of requests for assistance downloading service
packs for the Products.
6.4 Service packs for the Products are not installed by the Kronos Depot Repair Center but are available for
he Products under an
annual Equipment Support Services plan with Kronos.
6.5 Contractor warrants that all service packs and firmware updates provided under this Section I shall
materially perform in accordance with the Kronos published specifications for a period of ninety (90) days
Contrac
conformed to the specifications.
6.6 Responsibilities of Ordering Activity
Ordering Activity agrees that it shall return failed Products promptly as the failures occur and that it shall not
hold failed Products and send failed Product to Kronos in "batches" which shall result in a longer turnaround
time and surcharge to Ordering Activity. In addition, Ordering Activity agrees to:
a. Maintain the Products in an environment conforming to Kronos' published specifications for such Products;
immixTechnology, Inc. Page 94 [reformatted 08.10.2020]
b. De-install all failed Products and install all replacement Products in accordance with Kronos' published
installation guidelines;
c. Ensure that the Product(s) are returned to Kronos properly packaged; and
d. Obtain an RMA before returning any Product to Kronos and place the RMA clearly and conspicuously on the
outside of the shipping package. Ordering Activity may only return the specific Product authorized by
Kronos when issuing the RMA.
6.7 Support Exclusions
6.7.1 Depot Support Service does not include the replacement of "consumables". In addition, Depot Support
Service does not include the repair of damages, and Ordering Activity will not attempt to return damaged
Product, resulting from:
a. Any cause external to the Products including, but not limited to, electrical work, fire, flood, water, wind,
lightning, transportation, or any act of God;
b. Ordering Activity's failure to continually provide a suitable installation environment (as indicated in Kronos'
published installation guidelines) including, but not limited to, adequate electrical power;
c. Ordering Activity's improper use, relocation, packaging, refinishing, management or supervision of the
Product(s) or other failure to use Products in accordance with Kronos' published specifications;
d. Ordering Activity's use of the Products for purposes other than those for which they are designed or the use of
accessories or supplies not approved by Kronos;
e. Government imposed sanctions, rules, regulations or laws preventing the shipment of the Products; or
f. Ordering Activity's repair, attempted repair or modification of the Products.
6.7.2 Professional Services provided by Contractor through Kronos in connection with the installation of any
software or firmware upgrades, if available, and if requested by Ordering Activity, are not covered by
Equipment Support Services. Firmware (including equipment service packs), which may be available to
resolve a Product issue is not installed by the Kronos Depot Repair Center but is available for download at
Kronos' customer web site provided Ordering Activity is maintaining the Product under an annual Equipment
Support Services plan with Kronos.
7. Warranty
Contractor warrants that all repairs performed under this Section I shall be performed in a professional and
competent manner. ALL OTHER WARRANTIES FOR THE EQUIPMENT SUPPORT SERVICES
PROVIDED HEREUNDER, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF FITNESS FOR
ANY PARTICULAR PURPOSE AND MERCHANTABILITY, ARE EXCLUDED BY AGREEMENT OF
THE PARTIES.
8. Limitation of Remedies
To the extent permitted by law, the remedy of Ordering Activity and liability of Contractor shall be replacement
of the repaired Product.
Attachment A-2: Service Level Agreement
immixTechnology, Inc. Page 95 [reformatted 08.10.2020]
Service Level Agreement: Kronos offers the Service Level Agreement and associated SLA Credits as described
in this Attachment A-2. This Attachment A-2 does not apply to the Boomi development environment
described in Exhibit E.
Availability: The production environment of the Service will maintain 99.75% Availability. SLA Credits
Kronos.
SLA Credits: If, due to an Outage, the Service does not maintain 99.75% Availability, Ordering Activity is
5%, but in no
the production environment for the Service for reasons other than an Excluded Event.
Ordering Activity, its employees, customers, contractors or agents; (b) the failure or malfunction of
equipment, applications or systems not owned or controlled by Kronos or its third party suppliers providing
the Service; (c) failures or malfunctions resulting from circuits provided by Ordering Activity; (d) any
including either intentional or
accidental connections or disconnections to the environment; (e) Customer Data; (f) Force Majeure events;
(g) expected downtime during the Maintenance Periods described below; (h) any suspension of the Service in
accordance with the terms of this Section I; (i) the unavailability of required Ordering Activity personnel,
including as a result of failure to provide Kronos with accurate, current contact information; or (j) using an
Application in a manner inconsistent with the Documentation for such Application.
Services, when downtime may be necessary. The Maintenance Period is used for purposes of the Service
Credit Calculation; Kronos continuously maintains the production environment on a 24x7 basis to reduce
disruptions. The current Maintenance Period is each Saturday, 12:00 AM - 4:00 AM (US) EST.
Service Credit Calculation: An Outage will be deemed to commence when the Service is unavailable to
Ordering Activity and ends when Kronos has restored availability to the Service.
Availability Percentage: (Monthly Minutes (MM) minus Total Minutes Not Available (TM)) multiplied by 100
and then divided by Monthly Minutes (MM), but not including Excluded Events.
am of the first day of such calendar month and ending at 11:59 pm of the last day of such calendar month.
Service is unavailable as the result of an Outage.
Reporting and Claims Process
immixTechnology, Inc. Page 96 [reformatted 08.10.2020]
Kronos will provide Ordering Activity with Availability metrics on a monthly basis for each prior calendar
month. Ordering Activity must request the applicable SLA Credits by written notice to Kronos within sixty
(60) days of receipt of the metrics. Ordering Activity waives any right to SLA Credits not requested within
this time per
data unless Ordering Activity can provide Kronos with clear and convincing evidence to the contrary.
Outages in one production environment may not be added to Outages in any other production environment for
purposes of calculating SLA Credits.
Ordering Activity acknowledges that Kronos manages its network traffic in part on the basis of Ordering
manage network traffic. Therefore, notwithstanding anything else to the contrary, if Ordering Activity
significantly changes its utilization of the Service 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.
immixTechnology, Inc. Page 97 [reformatted 08.10.2020]
immixTechnology, Inc. Page 98 [reformatted 08.10.2020]
immixTechnology, Inc. Page 99 [reformatted 08.10.2020]
Exhibit C: Customer Success
immixTechnology, Inc. Page 100 [reformatted 08.10.2020]
immixTechnology, Inc. Page 101 [reformatted 08.10.2020]
immixTechnology, Inc. Page 102 [reformatted 08.10.2020]
Exhibit D: Acceptable Use Policy
this Policy are not exhaustive. If Ordering Activity violates the Policy or authorizes or helps others to do so,
Contractor may suspend use of the Service until the violation is corrected, or terminate the Order Form for
cause in accordance with the terms of this Section I.
No Illegal, Harmful, or Offensive Use or Content
Ordering Activity may not use, or encourage, promote, facilitate or instruct others to use, the Service for any
illegal, harmful or offensive use, or to transmit, store, display, distribute or otherwise make available content
that is illegal, harmful, or offensive. Prohibited activities or content include:
al Activities. Any illegal activities, including advertising, transmitting, or otherwise making available
gambling sites or services or disseminating, promoting or facilitating child pornography.
a
including offering or disseminating fraudulent goods, services, schemes, or promotions (e.g., make-money-
fast schemes, ponzi and pyramid schemes, phishing, or pharming), or engaging in other deceptive practices.
others.
objectionable, including content that constitutes child pornography, relates to bestiality, or depicts non-
consensual sex acts.
intercept, or expropriate any system, program, or data, including viruses, Trojan horses, worms, time bombs,
or cancelbots.
No Security Violations
Ordering Activity may not use the Service to violate the security or integrity of any network, computer or
communications system, software application, or
Prohibited activities include:
or test the vulnerability of a System or to breach any security or authentication measures used by a System.
Ordering Activity will not perform any security integrity review, penetration test, load test, denial of service
simulation or vulnerability scan on any System.
ystem without permission.
-IP packet headers, e-mail headers, or any part of a message describing its
origin or route. This prohibition does not include the use of aliases or anonymous remailers.
dering Activity will not use any tool designed to automatically emulate the actions of a
human user (e.g., robots)
No Network Abuse
immixTechnology, Inc. Page 103 [reformatted 08.10.2020]
Ordering Activity may not make network connections to any users, hosts, or networks unless Ordering Activity
has permission to communicate with them. Prohibited activities include:
monitored or crawled.
sts so the target either cannot respond
to legitimate traffic or responds so slowly that it becomes ineffective.
attempt to overload a system by mail bombing, news bombing, broadcast attacks, or flooding techniques.
open recursive domain name servers.
or electronic means to avoid any use limitations placed on a
System, such as access and storage restrictions.
No E-Mail or Other Message Abuse
Ordering Activity will not use the Service to distribute, publish, send, or facilitate the sending of unsolicited
mass e-
advertising and informational announcements. Ordering Activity will not alter or obscure mail headers or
to messages sent from another internet service provider if those messages violate this Policy or the acceptable
use policy of that provider.
Monitoring and Enforcement
Contractor through Kronos reserves the right, but does not assume the obligation, to investigate any violation of
this Policy or misuse of the Service. Contractor through Kronos may:
e access to, or modify any content or resource that violates this Policy.
Contractor through Kronos may report any activity that it suspects violates any law or regulation to appropriate
law enforcement officials, regulators, or other appropriate third parties. Such reporting may include
disclosing appropriate customer information. Contractor through Kronos also may cooperate with appropriate
law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and
prosecution of illegal conduct by providing network and systems information related to alleged violations of
this Policy.
Reporting of Violations of this Policy
If Ordering Activity becomes aware of any violation of this Policy, Ordering Activity will immediately notify
Contractor and provide Contractor with assistance, as requested, to stop or remedy the violation.
immixTechnology, Inc. Page 104 [reformatted 08.10.2020]
Exhibit E: AtomSphere Service and Boomi Software
As part of the Service, Ordering Activity has the right to access and use the Boomi AtomSphere Service and a
non-exclusive, non-transferable and non sublicensable license to use the associated Boomi Software as part
of the Boomi AtomSphere Service. Ordering Activity may use the Boomi AtomSphere Service and the
Boomi Software only to create integrations to and from the Service.
There are two (2) cloud environments associated with Ordering Activity use of the Boomi AtomSphere Service
and the Boomi Software:
a. Run-Time environment: A run time environment in the Kronos Cloud where the integration created by with
the Boomi AtomSphere Service runs. This environment is described in Exhibit B.
b. Development environment: A development environment in the Boomi Cloud where the design and
development tools exist to build the integrations. This environment is referred to as a Hosted Environment in
the hyperlink below.
The Boomi AtomSphere Service is subject to the additional terms and conditions set forth at:
www.kronos.com/workforce-dimensions/agreement/attachment-e1. These additional terms and conditions
apply to all integrations to and from the Service using the Boomi AtomSphere Service, whether done by
Ordering Activity or by Kronos. Except as provided in these additional terms and conditions, all terms and
conditions of this Section I related to the Service apply to the Boomi AtomSphere Service. Upon
also terminates.
URIC131 51[2
CITY COUNCIL AGENDA FORT�'4'ORTII
_��
Create New From This M&C
REFERENCE **M&C 24- 041MMIXTECHNOLOGY UKG
DATE: 2/27/2024 NO.: 0137 LOG NAME: ENTERPRISE SOFTWARE
LICENSES AND MAINT
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (ALL) Authorize an Amendment to City Secretary Contract No. 52679 with
ImmixTechnology Inc. to Authorize Two Additional One-Year Terms and Increase the
Contract Amount for Professional Services by $200,000.00 Annually for the Information
Technology Solutions Department
It is recommended that the City Council authorize an amendment to city secretary contract no. 52679,
a purchase agreement with immixTechnology Inc. using cooperative contract Texas Department of
Information Resources DIR-TSO-4315 for the Information Technology Solutions Department. The
amendment will renew the contract for an additional one-year term and include an option for one
additional one-year renewal term. The amendment will also increase the authorization amount for the
associated professional services in an annual amount up to $200,000.00, for a total annual contract
amount of $650,000.00. This authorization ensures continued service of the technology licenses
while the Public Safety Payroll Solution project continues.
DISCUSSION:
This Mayor and Council Communication (M&C) requests authorization to execute a contract
amendment to City Secretary Contract (CSC) 52679, a purchase agreement with immixTechnology
Inc., using cooperative contract Texas Department of Information Resources DIR-TSO-4315. The
purpose of the amendment is to renew the contract for an additional one-year term and include an
option for one additional one-year renewal term. The amendment will also increase the authorization
amount for the associated professional services in an annual amount up to $200,000.00, for a total
annual contract amount of $650,000.00. This authorization ensures continued service of the
technology licenses while the Public Safety Payroll Solution project continues.
BACKGROUND:
On June 11, 2019, City Council approved M&C P-12339 authorizing a purchase agreement with
immixTechnology Inc. for Kronos Workforce TeleStaff software, professional services, support, and
maintenance using cooperative agreement Texas Department of Information Resources DIR-TSO-
4315 for a first-year amount of $462,120.19 and four renewal options for maintenance for $60,540.00
each year. CSC 52679 was executed August 19, 2019.
On September 28, 2021, City Council approved M&C 21-0732, authorizing a third amendment to
CSC 52679. The purpose of the third amendment was to purchase and implement UKG Workforce
Dimensions software and to consolidate UKG Telestaff Enterprise software for the City's Police and
Fire Departments in the amount of $740,326.40 for implementation. Licensing and maintenance
costs were authorized for $490,284.60 annually, including two additional renewal terms for the same
annual amount. M&C 21-0732 approved the technology elements of the proposed public safety
payroll solution.
In February 2023, the Information Technology Solutions Department ("IT Solutions") identified billing
errors associated with immixTechnology, Inc.'s invoices to the City. IT Solutions worked with the
vendor to resolve the identified billing issues and the parties mutually agreed to place any amounts
owed under the terms of the contract on hold ($450,000.00). The City and Vendor have since
resolved the outstanding billing issues. However, concurrent with the investigation, CSC No. 52679
expired. With the contract expired, the City is unable to release funds for the amount in arrears. This
M&C requests authorization to execute a contract amendment to CSC 52679 to renew the agreement
for an additional one-year term so that the City may pay the $450,000.00 mutually placed on hold.
Simultaneously, IT Solutions requests authorization to increase the contract amount by $200,000.00
annually for profesional services to support the ongoing public safety payroll solution.The total cost of
the contract, including the UKG Workforce Dimensions and UKG Telestaff Enterprise software
licenses ($450,000 in arrears) and professional services ($198,000), will not exceed $650,000.00 for
Fiscal Year 2024. The one-year renewal term may increase by 3\% for the following year.
COOPERATIVE PURCHASE: State law provides that a local government purchasing an item under a
cooperative purchase agreement satisfies State laws requiring that the local government seek
competitive bids for purchase of the item. Cooperative contracts have been competitively bid to
increase and simplify the purchasing power of local government entities across the State of Texas.
SUCCESSOR CONTRACTS: In the event the DIR agreement is not renewed, staff would cease
purchasing at the end of the last purchase agreement coinciding with a valid DIR agreement. If the
City Council were to not appropriate funds for a future year, staff would stop making purchases when
the last appropriation expires, regardless of whether the then-current purchase agreement has
expired.
The City will initially use the DIR contract to make purchases authorized by this M&C. The
Cooperative Contract is set to expire February 28, 2025. If DIR-TSO-4315 is extended, this M&C
authorizes the City to purchase similar equipment and services under the extended contract. If DIR-
TSO-4315 is not extended but DIR executes a new cooperative contract with immixTechnology Inc.
and with substantially similar terms, this M&C authorizes the City to purchase the equipment and
services under the new DIR contract. If this occurs, in no event with the City continue to purchase
goods and services under the new agreement for more than three (3) years without seeking Council
approval.
BUSINESS EQUITY: A goal is not assigned when purchasing from an approved purchasing
cooperative or public entity.
ADMINISTRATIVE CHANGE ORDER: An administrative change or increase may be made by the City
Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require
specific City Council approval as long as sufficient funds have been appropriated.
AGREEMENT TERM: Upon City Council's approval, the initial term of the agreement will become
effective once executed by the Assistant City Manager and will expire on February 28, 2025, in
accordance with the DIR contract. The Agreement may be renewed in accordance with the extended
DIR-TSO-4315 cooperative agreement or its successor, but will not be renewed without seeking
Council approval.
RENEWAL OPTIONS: This agreement may be renewed for 1 year, in accordance with the underlying
DIR, at the City's option. This action does not require specific City Council approval provided that the
City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term.
Funding is budgeted in the Other Contractual Services account within the Info Technology Systems
Fund for the Information Technology Solutions Department.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendation, funds are available
in the current operating budget, as previously appropriated, in the Info Technology Systems Fund.
Prior to an expenditure being incurred, the Information Technology Solutions Department has the
responsibility to validate the availability of funds.
TO
Fund Department Account Project Program Activity Budget Reference # Amount
ID ID Year Chartfield 2
ID
ram
Submitted for City Manager's Office by_ Mark McDaniel Q
Originating Department Head: Kevin Gunn (2015)
Additional Information Contact: Donlen Ruffin (2017)
ATTACHMENTS
041MMIXTECHNOLOGY UKG ENTERPRISE SOFTWARE LICENSESAND MAINT funds availability,pdf (CFW
Internal)
FID Table Immix.XLSX (CFW Internal)
Form 1295 Certificate 101121946.pdf (CFW Internal)