2011-199 Finance - IMMIX Technology for Kronos Automated Time Keeping System

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imrnixTechn©ivgy, lnc. asabsidiaryof ~ i~nix~rac;p ATTACHMENT A CONTRACTOR SUPPLEMENTAL PRICELIST INFORMATION AND TERMS KRONOS KRONOS LICENSE, WARRANTY AND SUPPORT TERMS SOFTWARE LICENSE AND SERVICES TERMS Ordering Activity and Contractor agree that the terms and conditions set forth in this Software License and Services Terms ("Terms") shall apply to all Kronos Incorporated ("Manufacturer") Equipment, Software, Professional and Educational Services, Support, and such other Contractor offerings as may be provided to Ordering Activity. Services may be provided directly by Contractor or by Contractor through Manufacturer. GENERAL LICENSE TERMS Contractor 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 Contractor's written consent. The Software contains proprietary trade secret technology. Unauthorized use and copying of such Software is prohibited by law, including United States and foreign copyright law. The price 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. This license may be terminated by Contractor by written notice to Ordering Activity upon any material breach of this Attachment A by Ordering Activity which remains uncured for a period of thirty (30) days after such written notice from Contractor. Upon such termination of this license by Contractor, Ordering Activity will have no further right to use the Software and will return the Software media to Contractor and destroy all copies of the Software (and related documentation) in Ordering Activity's possession or control. This license is subject to all of the terms and conditions set forth in these Terms. 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 applicable to an applicable order, may include the number of employees, simultaneous or active users, Software product modules, Software features, computer model and serial number, 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 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; and iii) use the Software only in support of Ordering Activity's own business. Ordering Activity agrees not to increase the number of employees, simultaneous or active users, 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 Contractor. OBJECT CODE ONLY Ordering Activity may use the computer programs included in the Software (the "Programs") in object code forth only, and shall not reverse compile, disassemble or otherwise convert the Programs into uncompiled or unassembled code. 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 Sofiware (which must be purchased 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. UPDATES In the event that Contractor supplies Service Packs, Point Releases and Major Releases (including legislative updates if available) of the Software (collectively referred to as "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. FIRMWARE Ordering Activity may not download firmware updates for the Contractor Equipment unless Ordering Activity is maintaining such Equipment under a support plan with Contractor. TRAINING POINTS Ordering Activity agrees to purchase the quantity of Contractor "training points" applicable to an order at the rate quoted ("Training Points"). Purchased Training Points may be redeemed for an equivalent value of instructor-led training sessions offered by Contractor. Available instructor-led sessions are listed at http://customer.Contractor.com and each session has the Training Points value indicated. Training Points may be redeemed at any time within 12 months of the date of the applicable Order Form, at which time they shall expire. Training Points may not be exchanged for other Contractor products and/or services. Contractor will invoice Ordering Activity for the Training Points identified in the Order Forth upon execution of such Order Form with payment due upon the payment terms indicated in such Order Forth. LIMITED WARRANTY Contractor warrants that all Contractor 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 Activity's exclusive remedy shall be Contractor's repair or GS-35F-0265X www.immixtechnology.com Page ST-151