|
6
<br /> Kronos Incorporated
<br /> 297 Billerica Road
<br /> Chelmsford,MA 01824 Page:1/5
<br /> Phone:(978)250-9800
<br /> KRONOS SALES,SOFTWARE LICENSE AND SERVICES AGREEMENT Rev KR-022811.1
<br /> City of Everett("Customer")and Kronos agree that the terms and conditions'set forth in this Agreement shall apply to all Kronos Equipment,Software,Professional and
<br /> Educational Services,Support,and such other Kronos offerings,as specified on an order form(an"Order Form")signed by the parties which expressly references this
<br /> Agreement(or is signed contemporaneously hereto).
<br /> Kronos and Customer hereby agree that the terms and conditions of this Agreement apply to any Order Form executed by Kronos and Customer which expressly
<br /> references this Agreement(including any Order Form signed contemporaneously with this Agreement regardless of the appearance of any express reference to this
<br /> Agreement). Either party may discontinue use of this Agreement for future orders upon thirty(3 0)days prior written notice to the other party,provided however that any
<br /> Order Form signed by the parties prior to the effective date of such notice shall remain in effect unless otherwise specifically terminated in accordance with the terms of
<br /> this Agreement. Kronos may require additional terms and conditions for the sale or license of products or services not contemplated by this Agreement(including without
<br /> limitation those that may be related to international services)provided that no such additional terms and conditions shall be binding upon Customer without Customer's
<br /> prior written consent. Notwithstanding,Kronos will not be obligated to accept or approve an order for any products or services for which such additional terms and
<br /> conditions are required. All orders are subject to the approval of Kronos'corporate office in Chelmsford,Massachusetts. This Agreement and the Order Form shall
<br /> supersede the pre-printed terms of any Customer purchase order or other Customer ordering document,and no such Customer pre-printed terms shall apply to the items
<br /> ordered.
<br /> 1. PAYMENT AND DELNERY
<br /> Unless otherwise set forth in this Agreement,payment terms are indicated on the Order Form or other contemporaneous ordering document containing product-specific
<br /> payment terms signed by the parties.Delivery terms are as stated on the Order Form("Delivery"). Kronos will invoice Customer for products upon Delivery. Unless .
<br /> otherwise set forth on the Order Form,Professional and Educational Services are provided on a time and materials basis,invoiced monthly as rendered. Customer agrees
<br /> to pay all applicable taxes levied or based on the products,services or other charges hereunder,including state and local sales and excise taxes,and any taxes or amount in
<br /> lieu thereof paid or payable by Kronos,exclusive of taxes based on net income. Customer agrees to pay a late charge of one percent(1%)per month,(but not in excess of
<br /> the rate allowed by law),on any overdue amounts not the subject of a good faith dispute.If full payment is not made within 90 days of final payment due date,Customer is
<br /> responsible for all expenses,including legal fees,incurred by Kronor for collection.
<br /> 2. GENERAL LICENSE TERMS
<br /> Kronos owns or has the right to license the Software.The Software and Software documentation are confidential and may not be disclosed to a third party without Kronos'
<br /> written consent The Software contains proprietary trade secret technology.Unauthorized use and copying of such Software is prohibited by law,including United States
<br /> and foreign copyright law.The price Customer pays for a copy of the Software constitutes a license fee that entitles Customer to use the Software as set forth below.Kronos
<br /> grants to Customer a non-exclusive,nontransferable,perpetual(except as provided herein)license to use the Software.This license may be terminated by Kronos by
<br /> • written notice to Customer upon any material breach of this Agreement by Customer which remains uncured for a period of thirty(30)days after such written notice from
<br /> Kronos.Upon such termination of this license by Kronos,Customer will have no further right to use the Software and will return the Software media to Kronos and destroy all
<br /> copies of the Software(and related documentation)in Customer's possession or controL This license is subject to all of the terms of this Agreement.
<br /> 3. Ebb BASED LIMITATIONS
<br /> Customer recognizes and agrees that the license to use the Software is limited,based upon the amount of the license fee paid by Customer.Limitations,which are set forth
<br /> on the Order Form,may include the number of employees,simultaneous or active users,Software product modules,Software features,computer model and serial number
<br /> and partition,and/or the number of telephone lines or terminals to which the Software is permitted to be connected.Customer agrees to:i)use the Software only for the
<br /> 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
<br /> product modules and/or features permitted by the applicable license fees;and iii)use the Software only in support of Customer's own business.Customer agrees not to
<br /> increase the number of employees,simultaneous or active users,partitions,terminals,products modules,features,or to upgrade the model,as applicable,unless and until
<br /> Customer pays the applicable fee for such increase/upgrade.Customer may not relicense or sublicense the Software to,or otherwise permit use of the Software(including
<br /> timesharing or networking use)by any third party.Customer may not provide service bureau or other data processing services that make use of the Software without the
<br /> express prior written consent of Kronos.
<br /> 4. OBJECT CODE ONLY
<br /> Customer may use the computer programs included in the Software(the"Programs")in object code form only,and shall not reverse compile,disassemble or otherwise convert •
<br /> the Programs into uncompiled or unassembled code. The Programs include components owned by third parties. Such third party components are deemed to be Software
<br /> subject to this Agreement Customer shall not use any of the Programs(or the data models therein)except solely as part of and in connection with the Software and as
<br /> described in the published documentation for such Software.
<br /> 5. PERMITTED COPIES
<br /> Customer may copy the Programs as reasonably necessary to load and execute the Programs and for backup and disaster recovery and testing purposes only,except for
<br /> 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
<br /> 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
<br /> include the copyright and proprietary rights notices contained in the Programs as delivered to the Customer.
<br /> •
<br /> 6. UPDATES
<br /> In the event that Kronos supplies Service Packs,Point Releases and Major Releases(including legislative updates if available)of the Software(collectively referred to as
<br /> "Updates"),such Updates shall be part of the Software and the provisions of this license shall apply to such Updates and to the Software as modified thereby.
<br /> 7. EXPORT
<br /> Customer 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
<br /> installed from export to certain countries and certain organi7ntions and individuals,and agrees to comply with such laws. Customer agrees to comply with all applicable
<br /> laws of all of the countries in which the Equipment and Software may be used by Customer and shall indemnify Kronos for any noncompliance which results in damages
<br /> or liability for Kronos. Customer's obligations hereunder shall survive the termination or expiration of this Agreement Customer must obtain Kronos'prior written
<br /> consent before exporting the Software. '
<br /> •
<br /> 8. FIRMWARE
<br /> Customer may not download firmware updates for the Kronos Equipment unless Customer is maintaining such Equipment under a support plan with Kronos.If Customer is
<br /> not maintaining the Equipment under a support plan with Kronos,Kronos shall have the right to verify Customer's Kronos Equipment to determine if Customer has
<br /> downloaded any firmware to which Customer is not entitled. If Customer has downloaded firmware for the Kronos Equipment to which Customer is not entitled,
<br /> Customer shall be responsible to pay Kronos for such updated firmware in accordance with Kronos'then-current support policies.
<br /> 24
<br />
|