ORDER FORM AND KRONOS ADDENDUM WORKFORCE TELESTAFF SERVICE - LICENSED OR USER BASEDKRONOS°
Quote#: 570416 - 1
Expires: 28-JUL-2017
Sales Executive: Kim, Jessie H
ORDER FORM
Order Type: Upgrade US
Date: 11-JUL-2017
Page: 1/2
Bill To: Attn:SCOTT MAGNESS Ship To: Attn:SCOTT MAGNESS
CLEARWATER FIRE CLEARWATER FIRE
1140 COURT STREET 1140 COURT STREET
CLEARWATER CLEARWATER
FL 33756 FL 33756
United States United States
Solution ID: 6104285 Contact: Scott Magness
Email: scott.magness@myclearwater.com
Ship To Phone: 1 727 4241644
Payment Terms: N30
Currency: USD
Customer PO Number:
FOB: Shipping Point
Ship Method:
Freight Term: Prepay & Add
Order Notes:
This order is subject to the terms and conditions of that certain Sales, Software License and Services Agreement between Kronos and Customer dated
11/14/2011
Customer will continue support on the Web Access TSG Hosted product. Customer may renew or terminate the Web Access TSG Hosted product support
services in accordance with the terms of the Agreement.\
Kronos will invoice Customer each month in arrears for Workforce Telestaff IVR service usage fees for the total actual number of metered minutes used
each month (the "Minute Usage Fee") at a rate of $0.13 per minute.
Initial Term: 1 Year
Data Center: US
Total Monthly Service Fees: $1360.00
Billing Start Date: Upon execution of Order Form
Billing Frequency: Monthly in Advance
Renewal Term: 1 Year
Your Kronos solution includes:
SOFTWARE
Item
License/Qty Total Price
WORKFORCE TELESTAFF GLOBAL ACCESS V6
220
WORKFORCE TELESTAFF IVR SERVICE
1
SUPPORT SERVICES
PLATINUM SUPPORT SERVICE
Total Price
3,960.00
Duration Total Price
1 YR
990.00
*Support values listed above are total for all applicable products in each section of this order form
Total Price
990.00
Kronos l Time &Attendance • Scheduling • Absence Management • HR & Payroll • Hiring • Labor Analytics
Kronos Incorporated 297 Billerica Road Chelmsford, MA 01824 (800) 225-1561 (978) 250-9800 www.kronos.com
�i KRONOS7
Quote#: 570416 - 1
PROFESSIONAL SERVICES / EDUCATIONAL SERVICES
Page: 2/2
Item
KNOWLEDGE PASS
Quantity
1 Each
Unit Price
0.00
Total Price
0.00
ED SERVICES SUBSCRIPTION
1 Contract
1,050.00
1,050.00
TSG TECHNICAL SERVICES
21 Hours
215.00
4,515.00
Technology Consultant
21 Hours
215.00
TSG PROFESSIONAL SERVICES
2 Hours
180.00
360.00
Project Manager
2 Hours
180.00
Total Price
5,925.00
Item
Quantity
Total Price
CLOUD HOSTING WORKFORCE TELESTAFF ENTERPRISE BASE FEE PER MONTH
12
15,000.00
CLOUD HOSTING WORKFORCE TELESTAFF ENTERPRISE PER EMPLOYEE PER MONTH
12
1,320.00
QUOTE SUMMARY
Total Price
16,320.00
Description
Subtotal
Deposit
Tax
Grand Total
Total Price
27,195.00
0.00
0.00
27,195.00
CLEARWATER FIRE Kronos Incorporated
Signature: Signature:
Name: SC.c. rT A. C)..A. e. � Name:
Title: F.)/ c.. C )tel) E:r Title:
Effective Date: 9 -- 7 " (7 Effective Date: 9 ZI
Invoice amount will reflect deposit received. All professional services are billed as delivered with a payment term of Net Upon Receipt. Unless otherwise
indicated above, this order is subject to the attached terms and conditions which the customer acknowledges have been read. THIS ORDER IS SUBJECT
TO APPLICABLE TAXES. THE TAX AMOUNT SHOWN ON THIS ORDER IS ONLY AN ESTIMATE. THE ACTUAL TAX AMOUNT TO BE PAID BY
CUSTOMER WILL BE SHOWN ON CUSTOMER'S INVOICE. The JBoss® Enterprise Middleware components embedded in the Software are subject to the
End User License Agreement found at http://www.redhat.com/licenseslboss eula.html.Shipping and handling charges will be reflected on the final invoice.
Kronos 1 Time &Attendance • Scheduling • Absence Management • HR & Payroll • Hiring • Labor Analytics
Kronos Incorporated 297 Billerica Road Chelmsford, MA 01824 (800) 225-1561 (978) 250-9800 www.kronos.com
KRONOSADDENDUM
WORKFORCE TELESTAFF IVR SERVICE
(Licensed or User Based)
This is an Addendum to the agreement between Kronos and Customer governing those certain Kronos
Workforce Telestaff software applications whether on a perpetual license basis or in a software as a
service model (the "Agreement") between Clearwater Fire ("Customer") and Kronos.
The parties hereby agree that the following terms and conditions are supplemental terms and conditions
to the Agreement and are applicable to the Workforce Telestaff IVR offering ('Telestaff IVR"), a
subscription service 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 Telestaff and
is not hosted by Kronos) ("Workforce Telestaff IVR License Per Port") or on a per minute basis
("Workforce Telestaff IVR Service"). The applicable designation for Telestaff IVR will be indicated on the
applicable Order Form.
1. Description. Telestaff IVR is an Interactive Voice Response (IVR) solution, provided solely for Customer's
internal use, by which Customer may initiate phone calls to staff members to fill vacancies or 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 "Interaction."
2. Maintenance.
Telestaff IVR maintenance will entitle Customer to Telestaff IVR phone support and software updates and
shall commence upon the execution of the Order Form. For Workforce Telestaff IVR Service, maintenance
will be provided at the same level of support as Customer's Workforce TeleStaff product at no additional
charge. For Workforce Telestaff IVR License Per Port, if Customer wants maintenance for the Workforce
Telestaff IVR License Per Port, Customer 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, Kronos will
perform the standard implementation of Telestaff IVR, including configuration, as described in the
Statement of Work ("SOW") signed by the Customer. Any additional professional services for non-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. Payment. Kronos will invoice Customer for the Telestaff IVR implementation/configuration professional
services fees set forth in the applicable SOW and Order Form, pursuant to the Agreement and on the
payment terms set forth therein. Kronos will invoice Customer 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 "Minute Usage Fee") at a rate of $0.13 per minute,
subject to Section 7 below. Customer's right to begin using the service shall begin upon activation of the
service after implementation/configuration.
Unless otherwise indicated on the Order Form, Customer will pay invoices issued by Kronos hereunder
within thirty (30) days of receipt.
5. Restrictions on Telestaff IVR Services; Additional Responsibilities. Customer 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.
Kronos shall have no liability for any delays, failures or unavailability of Telestaff IVR due to transmission
or other delays, errors or problems beyond Kronos' control, or any other interruptions caused by the
mobile communications network and/or mobile devices. Use of Telestaff IVR is subject to the software
license terms set forth in the Agreement as well as the provider's Acceptable Use Policy found at:
Rev 01222016
http://voxeo.com/aup and Customer agrees that it shall be liable for all loss, damage or injury that may
result from Customer's failure to abide by such Policy. Customer acknowledges that communications
occurring through Telestaff IVR may be subject to standard mobile carrier policies or government
regulatory requirements for mobile communications.
6. Telestaff IVR Security. The Telestaff IVR service relies upon a third party hosted communication platform.
Accordingly, notwithstanding any other provision of the Agreement or this Addendum to the contrary,
Customer understands and acknowledges that the exclusive statement of the security protections
provided for i) Interactions by Customer and its employees through Telestaff IVR, and ii) all associated
data, is part of the provider's privacy policy which is subject to change with prior written notice. The
current security statement is as follows:
Security of Your Personal Information
Kronos' provider takes appropriate technical, physical and administrative steps to protect the security of
your information. Access to your personal information is limited only to those employees, contractors or
authorized agents of Kronos 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. At the expiration of the initial term, unless the Order Form provides as different renewal
period, the term shall automatically renew on an annual basis until terminated in accordance with the
provisions hereof. At any time: (i) Customer may terminate the Telestaff IVR service for convenience
upon thirty (30) days prior written notice, and (ii) Kronos may terminate the Telestaff IVR service for
convenience upon one hundred and twenty (120) days prior written notice. Kronos may increase the per
minute rate upon renewal with sixty (60) days prior written notice for use based Telstaff IVR.
AGREED AND ACCEPTED
CUSTOMER:
By: s�
Name: SCm-rr.
Title: r'/LC CLY
Date: / B 20
Name �0( 4,0-Q
AAA (y0
Title:
Date: 9/2//j1
Rev 01222016
CLOUD HOSTING ADDENDUM
SUPPLEMENTAL TERMS AND CONDITIONS
This Cloud Hosting Addendum of Supplemental Terms and Conditions (the "Addendum") is made by
and between Kronos and the Customer signing this Addendum ("Customer"). Notwithstanding anything
herein, this Addendum shall run for a maximum of two (2) Renewal Terms.
WHEREAS, Customer has entered into a license agreement (the "License Agreement") with Kronos to
acquire licenses to certain Kronos software applications, as well as equipment and related services;
WHEREAS, Customer desires to use those Kronos software applications in Kronos' managed cloud
environment (the "Kronos Private Cloud") in accordance with the License Agreement and upon the
supplemental terms and conditions herein, and Kronos desires to assist Customer in doing so.
NOW, THEREFORE, in consideration of the mutual promises and covenants hereafter set forth, the
parties agree as follows:
1. DEFINITIONS
"Acceptable Use Policy" means the Kronos policy describing prohibited uses of the Cloud Services as
further described at: https://www.kronos.com/policies/acceptable-use
"Application(s)" means those Kronos software applications set forth on the applicable Order Form (or a
schedule to the Order Form if Customer is only hosting a portion of the Applications for which Customer
has a perpetual license) and which are made accessible to Customer for use in the Kronos Private Cloud
under the terms of this Addendum.
"Billing Start Date" means the date on which billing for the Cloud Services will commence, as indicated
on the Order Form.
"Cloud Services" means access to the password protected customer area of the Kronos Private Cloud and
those services related thereto, all as further described at: http://www.kronos.com/products/workforce-
central-cloud/cioud-guidelines.aspx
"Customer Content" means all content Customer, or others acting on behalf of or through Customer,
posts or otherwise inputs into the Kronos Private Cloud.
"Initial Term" means the initial billing term of the Cloud Services as indicated on the Order Form. The
Initial Term commences on the Billing Start Date. Customer may have access to the Cloud Services prior
to the commencement of the Initial Term.
"Monthly Services Fee(s)" means the monthly fees described in the applicable Order Form.
"Order Form" means an order form mutually agreed upon by Kronos and Customer setting forth the
items ordered by Customer and to be provided by Kronos, including without limitation the prices and fees
to be paid by Customer.
"Personally Identifiable Data" means information concerning individually identifiable employees of
Customer that is protected against disclosure under applicable law or regulation.
"Production Environment" means the environment established for Customer's daily use of the
Applications in a live environment throughout the Term.
"Renewal Term" means the renewal billing term of the Cloud Services as indicated on the Order Form.
"SLA(s)" means a service level agreement offered by Kronos for the Production Environment and
attached to this Addendum as Exhibit A which contains key service level standards and commitments
that apply to the Kronos Private Cloud.
"SLA Credit" means the credit calculated in accordance with the SLA and offered by Kronos in the
event of outages or interruptions in the delivery of the Cloud Services that result in a failure to meet the
terms of the applicable SLA.
"Supplier" 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 Cloud Services. Kronos
may at its sole discretion replace a Supplier, provided that a change to Supplier will not have a materially
adverse effect on the Cloud Services delivered by Kronos under this Agreement.
Rev. 01012017
"Temporary Environment" means a transient, non -production environment created to serve limited
purposes for a limited time period, and identified on the applicable Order Form as a Temporary
Environment.
"Term" means the Initial Term and any Renewal Terms.
2. CLOUD SERVICES AND TERM
2.1 During the Term, Kronos 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 Billing for the Cloud Services commences on the Billing Start Date, and continues for the Initial
Term or until terminated in accordance with the provisions hereof. At the expiration of the Initial Term
and each Renewal Term as applicable, the Cloud Services shall renew upon execution of a renewal quote
for an additional Renewal Term.
2.3 Kronos may suspend or terminate the Cloud Services upon notice in the event of any breach by
Customer of this Addendum if such breach is not cured within thirty (30) days of the date of Kronos'
written notice. No interruption shall be deemed to have occurred during, and no credits shall be owed for,
any authorized suspension of the Cloud Services.
2.4 Customer may terminate the Cloud Services by written notice at any time during the term of the
Addendum if Kronos materially breaches any provision of this Addendum, and such default is not cured
within thirty (30) days after receipt of written notice from Customer. In the event of such termination by
Customer, Customer shall pay Kronos within thirty (30) days all fees then due and owing for the Cloud
Services prior to the date of termination.
2.5 Customer may terminate any or all of the Cloud Services for convenience on no less than ninety (90)
days prior written notice to Kronos. In the event of termination of any of the Cloud Services by Customer
for convenience or by Kronos for cause during the Initial Term, Customer will pay to Kronos any out of
pocket expenses incurred by Kronos in terminating the Cloud Services plus an early termination fee based
on the following calculation: one (1) month of the then -current Monthly Services Fees for every twelve
(12) month period (or portion thereof) remaining in the Initial Term. By way of example only, if
Customer terminates the Cloud Services for convenience with fifteen (15) months remaining in the Initial
Term, Customer will be responsible to pay Kronos two (2) months of the then -current Monthly Services
Fees.
2.6 Customer Content shall be available to Customer to retrieve at any time and at no additional charge
throughout the Term and for no more than fifteen (15) days after expiration or termination of the
Agreement for any reason. After such time period, Kronos shall have no further obligation to store or
make available the Customer Content and will securely delete all Customer Content without liability of
any kind.
2.7 In the event that either party becomes insolvent, makes a general assignment for the benefit of
creditors, is adjudicated a bankrupt or insolvent, commences a case under applicable bankruptcy laws, or
files a petition seeking reorganization, the other party may request adequate assurances of future
performance. Failure to provide adequate assurances, in the requesting party's reasonable discretion,
within ten (10) days of delivery of the request shall entitle the requesting party to terminate the
Agreement immediately upon written notice to the other party.
3. CLOUD SERVICES, FEES AND PAYMENT
3.1 In consideration of the delivery of the Cloud Services, Customer shall pay Kronos the Monthly
Services Fee for such Cloud Services as defined in the applicable Order Form. The Monthly Services Fee
shall commence on the Billing Start Date and will be invoiced on the "Billing Frequency" indicated on
the Order Form. When billed annually in advance, Kronos will invoice Customer an amount equal to
twelve (12) months of the Monthly Services Fees for the Cloud Services annually in advance for each
Rev. 01012017
year during the Term commencing on the Billing Start Date. The Billing Start Date for the Monthly
Service Fees for any Cloud Services ordered by Customer after the date of this Agreement which are
incremental to Customer's then -existing Cloud Services shall be the date the applicable Order Form is
executed by Kronos and Customer.
3.2 All fees payable for the Cloud Services shall be sent to the attention of Kronos as specified on the
invoice. Unless otherwise indicated on an Order Form, payment for all items shall be due 30 days
following date of invoice. Customer is responsible for all applicable federal, state, country, provincial or
local taxes relating to the Cloud Services (including without limitation GST and/or VAT if applicable),
excluding taxes based on Kronos' income or business privilege. Customer may be required to purchase
additional Cloud Services to address infrastructure requirements as released by Kronos for a new version
of a particular Application.
3.3 If any amount owing under this or any other agreement for Cloud Services is thirty (30) or more days
overdue, Kronos may, without limiting Kronos' rights or remedies, suspend Cloud Services until such
amounts are paid in full. Kronos will provide at least seven (7) days' prior written notice that Customer's
account is overdue before suspending Cloud Services.
3.4 At the commencement of each Renewal Term, Kronos may increase the Monthly Service Fee rates in
an amount not to exceed four percent (4%). The increased Monthly Service Fees will be reflected in the
invoice following the effective date of such increase without additional notice. Customer may be required
to purchase additional Cloud Services to address increased infrastructure requirements for a new version
of a particular Application as released by Kronos. Any additional Cloud Services will be set forth on an
Order Form to be mutually agreed upon by Customer and Kronos.
4. ACCEPTABLE USE
4.1 Customer shall take all reasonable steps to ensure that no unauthorized persons have access to the
Cloud Services, and to ensure that no persons authorized to have such access shall take any action that
would be in violation of this Agreement. Customer is responsible for all activities undertaken under the
auspices of its passwords and other login credentials to use the Cloud Services.
4.2 Customer represents and warrants to Kronos that Customer has the right to publish and disclose the
Customer Content in connection with the Cloud Services. Customer represents and warrants to Kronos
that the Customer Content will comply with the Acceptable Use Policy.
4.3 Customer will not (a) use, or allow the use of, the Cloud Services in contravention of the Acceptable
Use Policy.
4.4 Kronos may suspend the Cloud Services immediately upon written notice in the event of any security
risk, negative impact on infrastructure or Acceptable Use Policy violation.
5. MAINTENANCE
Monthly Service Fees are in addition to the fees Customer pays for annual maintenance and support under
the License Agreement. Customer must maintain the Software under an active maintenance plan with
Kronos throughout the Term. If Kronos, its Suppliers, or the local access provider, as applicable, requires
access to Customer sites in order to maintain or repair access to the Kronos Private Cloud, Customer shall
cooperate in a timely manner and reasonably provide such access and assistance as necessary.
6. CUSTOMER CONTENT
Customer shall own all Customer Content. Kronos acknowledges that all of the Customer Content is deemed to be
the Confidential Information of Customer. Customer will ensure that all Customer Content conforms with the terms
of this Agreement and applicable law. Kronos and its Suppliers may, but shall have no obligation to, access and
monitor Customer Content from time to time to provide the Cloud Services and to ensure compliance with this
Agreement and applicable law. Customer is solely responsible for any claims related to Customer Content and for
properly handling and processing notices that are sent to Customer regarding Customer Content.
Rev. 01012017
7. CONNECTIVITY AND ACCESS
Customer acknowledges that Customer 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 Kronos and
Kronos' representatives with physical or remote access to Customer's computer and network
environment as mutually agreed upon may be reasonably necessary in order for Kronos to perform its
obligations under the Agreement. Customer will make all necessary arrangements as may be required
to provide access to Customer's computer and network environment if necessary for Kronos to perform
its obligations under the Agreement.
8. INDEMNIFICATION
8.1 To the extent permittable by Section 768.28, Florida Statutes, Customer shall defend Kronos, its
Suppliers and their respective directors, officers, employees, agents and independent contractors
(collectively, the "Kronos Indemnified Parties") harmless, from and against any and all notices,
charges, claims, proceedings, actions, causes of action and suits, brought by a third party (each a
"Claim") alleging that: (a) employment-related claims arising out of Customer's configuration of the
Cloud Services; (b) Customer's modification or combination of the Cloud Services with other services,
software or equipment not furnished by Kronos, provided that such Customer modification or combination
is the cause of such infringement and was not authorized by Kronos; or, (c) a claim that the Customer
Content infringes in any manner any intellectual property right of any third party, or any of the Customer
Content contains any material or information that is obscene, defamatory, libelous, or slanderous violates
any person's right of publicity, privacy or personality, or has otherwise caused or resulted in any tort,
injury, damage or harm to any other person. Customer will have sole control of the defense of any such
action and all negotiations for its settlement or compromise. Kronos will cooperate fully at Customer's
expense with Customer in the defense, settlement or compromise of any such action. Customer will
indemnify and hold harmless the Kronos Indemnified Parties against any liabilities, obligations, costs or
expenses (including without limitation reasonable attorneys' fees) actually awarded to a third party as a
result of such Claims by a court of applicable jurisdiction or as a result of Customer's settlement of such a
Claim. Nothing herein is intended to nor shall it be construed as a waiver of any immunity from or
limitation from liability to which Customer is entitled under the doctrine of sovereign immunity (Section
768.28, Florida Statutes).
8.2 The Kronos Indemnified Party(ies) shall provide written notice to the indemnifying party promptly
after receiving notice of such Claim. If the defense of such Claim is materially prejudiced by a delay in
providing such notice, the purported indemnifying party shall be relieved from providing such indemnity
to the extent of the delay's impact on the defense. The indemnifying party shall have sole control of the
defense of any indemnified Claim and all negotiations for its settlement or compromise, provided that
such indemnifying party shall not enter into any settlement which imposes any obligations or restrictions
on the applicable Indemnified Parties without the prior written consent of the other party. The
Indemnified Parties shall cooperate fully, at the indemnifying party's request and expense, with the
indemnifying party in the defense, settlement or compromise of any such action. The indemnified party
may retain its own counsel at its own expense, subject to the indemnifying party's rights above.
9. SERVICE LEVEL AGREEMENT
Kronos 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. CUSTOMER'S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY SERVICE
OUTAGE OR INTERRUPTION OF THE CLOUD SERVICES OR FAILURE BY KRONOS TO MEET
THE TERMS OF THE APPLICABLE SERVICE LEVEL AGREEMENT, SHALL BE THE REMEDIES
PROVIDED IN EXHIBIT A.
10. LIMITATION OF LIABILITY
Rev. 01012017
IN ADDITION TO THE LIMITATIONS SET FORTH IN THE LICENSE AGREEMENT, EXCEPT
WITH RESPECT TO LIABILITY ARISING FROM KRONOS' GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT, KRONOS 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, TROJAN HORSES, AND WORMS), CUSTOMER'S CONTENT OR
APPLICATIONS, THIRD PARTY UNAUTHORIZED ACCESS OF EQUIPMENT OR SOFTWARE
OR SYSTEMS, OR MACHINE ERROR.
11. DATA SECURITY
11.1 As part of the Cloud Services, Kronos shall provide those administrative, physical, and technical
safeguards for protection of the security, confidentiality and integrity of Customer data as described at:
http://www. kronos.com/products/workforce-central-cloud/cloud-guidelines.aspx
Customer acknowledges that such safeguards endeavor to mitigate security incidents, but such incidents
may not be mitigated entirely or rendered harmless. Customer should consider any particular Kronos
supplied security -related safeguard as just one tool to be used as part of Customer's 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 under the
Agreement.
11.2 As between Customer and Kronos, all Personally Identifiable Data is Customer's Confidential
Information and will remain the property of Customer. Customer represents that to the best of
Customer's knowledge such Personally Identifiable Data supplied to Kronos is accurate. Customer
hereby consents to the use, processing or disclosure of Personally Identifiable Data by Kronos and
Kronos' Suppliers wherever located only for the purposes described herein and only to the extent such use
or processing is necessary for Kronos to carry out Kronos' duties and responsibilities under the
Agreement or as required by law.
11.3 Prior to initiation of the Cloud Services and on an ongoing basis thereafter, Customer agrees to
provide notice to Kronos of any extraordinary privacy or data protection statutes, rules, or regulations
which are or become applicable to Customer's industry and which could be imposed on Kronos as a result
of provision of the Cloud Services. Customer will ensure that: (a) the transfer to Kronos and storage of
any Personally Identifiable Data by Kronos or Kronos' Supplier's data center is permitted under
applicable data protection laws and regulations; and, (b) Customer will obtain consents from individuals
for such transfer and storage to the extent required under applicable laws and regulations.
DATED: 3- 3- 2ot7
CUSTOM $&: CLEARWATER FIRE KRONOS
BY:
_ BY:
NAME: SCrJir Gla�s NAME: j/'7Li_ 0 , 'j
TITLE: Fe AZ Cf-4ICl' TITLE:O(4{16Q5fX't r+o&`yc
Rev. 01012017
EXHIBIT A
SERVICE LEVEL AGREEMENT (SLA)
Service Level Agreement: The Applications, in a production environment, are provided with the service levels
described in this Exhibit A. SLAs are only applicable to production environments. SLAs will be available upon
Customer's signature of Kronos' Go Live Acceptance Form for Customer's production environment.
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
Customer in Customer's production environment hosted by Kronos and end when Kronos has restored availability
of the Applications. Failure to meet the 99.75% Application Availability SLA, other than for reasons due to an
Excluded Event, will entitle Customer to a credit as follows:
Actual Application Availability %
(as measured in a calendar month)
Service Credit to be applied to Customer's
monthly invoice 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%
"Outage" means the accumulated time, measured in minutes, during which Customer is unable to access the
Applications for reasons other than an Excluded Event.
"Excluded Event" means any event that results in an Outage and is caused by (a) the acts or omissions of Customer,
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 Customer Content, failures or malfunctions
resulting from circuits provided by Customer, any inconsistencies or changes in Customer's source environment,
including either intentional or accidental connections or disconnections to the environment; (c) Force Majeure
events; (d) expected downtime during the Maintenance Periods described below; (e) any suspension of the Cloud
Services in accordance with the terms of the Agreement to which this Exhibit A is attached; (f) the unavailability of
required Customer 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 Documentation for such Application.
"Maintenance Period" means scheduled maintenance periods established by Kronos to maintain and update the
Cloud Services, when downtime may be necessary, as further described below. 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.
Customer Specific Maintenance Period
1. Customer will choose one of the following time zones for their Maintenance Period:
a. United States Eastern Standard Time,
b. GMT/UTC, or
c. Australian Eastern Standard Time (AEST).
2. Customer will choose one of the following days of the week for their Maintenance Period: Saturday,
Sunday, Wednesday or Thursday.
3. Kronos will use up to six (6) hours in any two (2) consecutive rolling months (specifically: January and
February; March and April; May and June; July and August; September and October; November and
Rev.01012017
December) to perform Customer Specific Maintenance, excluding any customer requested Application
updates. Downtime in excess of these six (6) hours will be deemed to be an Outage.
4. Customer Specific Maintenance will occur between 12am-6am during Customer's selected time zone.
5. Excluding any customer requested Application updates, Kronos will provide notice for planned downtime
via an email notice to the primary Customer contact at least seven (7) days in advance of any known
downtime so planning can be facilitated by Customer.
6. Customer Specific Maintenance Windows also include additional maintenance windows mutually agreed
upon by Customer and Kronos.
7. In absence of instruction from Customer, Kronos will by default perform Maintenance in the time zone
where the Data Center is located.
Non -Customer Specific Maintenance Period
Kronos anticipates non -Customer Specific Maintenance to be performed with no or little (less than three
hours per month) Customer downtime. If for any reason non -Customer Specific Maintenance requires
downtime, Kronos will provide as much notice as reasonably possible of the expected window in which
this will occur. Downtime in excess of three (3) hours per month for Non -Customer Specific Maintenance
will be deemed to be an Outage.
"Monthly Minutes (MM)" means the total time, measured in minutes, of 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.
"Total Minutes Not Available (TM)" means the total number of minutes during the calendar month that the Cloud
Services are unavailable as the result of an Outage.
Reporting and Claims Process: Service Credits will not be provided if: (a) Customer 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, Customer must request the Service Credit within sixty
(60) calendar days of the conclusion of the month in which the Service Credit accrues. Customer 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 Customer can provide Kronos with clear and convincing
evidence to the contrary.
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.
Customer acknowledges that Kronos manages its network traffic in part on the basis of Customer's utilization of the
Cloud Services and that changes in such utilization may impact Kronos' ability to manage network traffic.
Therefore, notwithstanding anything else to the contrary, if Customer significantly changes its utilization of the
Cloud 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.
Rev. 01012017