2025.04.01
10.4 Check Printing and Fulfillment Services.
U.S.: means the printing of employee payroll checks, direct deposit advices and third party checks drawn on Customer’s bank account, to distribute same to locations/destinations via FedEx or UPS either Next Day Air or Ground, all as directed by Customer. For delivery purposes, Customer shall obtain and provide either a FedEx or UPS account number for use by UKG for shipping of documents and/or checks. Unless Customer has purchased UKG SmartCheck, employee payroll checks will be drawn on the Customer’s bank.
Canada: means the printing of employee payroll cheques, cheques drawn on a Customer’s bank account, to distribute same to locations/destinations via FedEx or UPS either Next Day Air or Ground, all as directed by Customer. For delivery purposes, Customer shall obtain and provide either a FedEx or UPS account number for use by UKG for shipping of documents and/or cheques. Payroll cheques will be drawn on the Customer’s bank.
10.5 Year End Tax Forms and other filings. UKG will proceed with electronic filing tax form as detailed below, subject to the Pricing Exhibit:
U.S.:
Filing W2 - the electronic filing of employee W2 forms with all applicable federal and state tax jurisdictions. Specific timelines are established for Customer to promptly complete its year-end requirements in order for UKG to fulfill its obligations in a timely manner. This service includes filing of employee W2 information with the Social Security Administration, as well as all 50 state and local tax agencies, excluding Puerto Rico, U.S. Virgin Islands, Guam and Marianna.
1099 Filing - the electronic filing of contractor forms with the IRS only. Specific timelines are established for Customer to complete its year-end requirements in order for UKG to timely fulfill its obligations.
New Hire Reporting – the electronic filing of new hire reports based on applicable state reporting requirements. Customer will be required to register for multiple state reporting if required to file in more than one state and to maintain the registration as may be required. UKG will only report new hires to states that will accept electronic filing.
Canada:
Customer is responsible for the following year-end filings:
• Upload XML Files (T4’s, RL1’s) to CRA and Quebec (if applicable) from UKG Ready Payroll Services • File Provincial Annual Returns
• File Statement of Wages for Worker’s Compensation (if applicable) • Customer required to prepare and file form T4A and RL1 Summary
Exhibit “C-1” UKG Services Descriptions
UKG TeleStaff IVR Service (User Based) Services Description Acceptable Use Policy
Exhibit “C-1” UKG Services DescriptionsUKG TeleStaff IVR Service (User Based) Services Description
Contact us
Acceptable Use Policy
UPDATED SEPTEMBER 2021
US Acceptable Use Policy for Use of Alvaria Products and Alvaria Subscription Services. References to Alvaria herein shall include Aspect Software, Noble Systems Corporation and their respective affiliates.
Use of Alvaria Products and Subscription Services are
subject to this Acceptable Use Policy (AUP). You are
responsible for violations of this AUP by you or any third party you allow to use the Products or Subscription Services.
You may not use the Products or Subscription Services to:
interfere with a third partyʼs use of the Products or Subscription Services; violate, or encourage the violation of, the legal rights of others, including, but not limited to, infringing or misappropriating any intellectual property or proprietary right of another;
engage in, promote or encourage illegal activity or use the Products or Subscription Services for an unlawful, defamatory, abusive, harassing, obscene, violent, deceptive or fraudulent purpose;
use, store, share, host, copy, distribute, display, publish, transmit or send content that is or may be deemed offensive, inflammatory, hateful, defamatory, discriminatory, obscene, abusive, invasive of privacy, harmful to others, or otherwise objectionable;
impersonate any person or entity without consent, including sending altered, deceptive or false source-identifying information (spoofing, phishing); Request
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use false, misleading, or deceptive TCP/IP packet header information in an email or a newsgroup posting;
collect or use information without the consent of the owner of the information, if prohibited by applicable law;
generate, distribute, publish or facilitate unsolicited mass email or other messages, promotions, advertisements or solicitations (spam); distribute advertisement delivery software unless: (a) the user affirmatively consents to the download and installation of such software based on a clear and conspicuous notice of the nature of the software, and (b) the software is easily removable by use of standard tools for such purpose included on major operating systems (e.g., Microsoftʼs add/remove tool);
attack, abuse, interfere with, surreptitiously intercept, or disrupt any users, systems, networks, Products or Subscription Services, including but not limited to Denial of Service DoS) attacks, unauthorized monitoring or crawling, deliberate attempts to overload, distribution of malware (including but not limited to viruses, Trojan horses, worms, time bombs, spyware, adware, or cancelbots), war dialing, flood pings, packet spoofing, forged telephone information;
disable, interfere with or circumvent any aspect of the Product or Subscription Services, including any storage, access, usage or user limits; probe, scan, or test the vulnerability of any system or network; disable, interfere with, abuse, disrupt, intercept, circumvent or otherwise violate any security or authentication measures;
deploy interactive voice response IVR Applications, services or sessions that contain endless loops or that have no termination date; or submit, process or store personally identifiable information in test or non- production environments.
You agree:
to use the Products and Subscription Services in accordance with applicable laws and government regulations;
to only use Products and Subscription Services in a manner consistent with the purpose of intent of the Products and Subscription Services; 7/1/25, 1:36 PM Acceptable Use Policy | Alvaria
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that you are solely responsible for the content of any material posted, hosted, downloaded, uploaded, created, accessed or transmitted using a Subscription Service and that Alvaria has no responsibility for any material created on or made accessible by your use of the Subscription Service; to comply with the rules of any other network you access or participate in using the Products or Subscription Services, including any SMS or telephone carrier codes of conduct and the CTIA Short Code Monitoring Handbook; to comply with the rules and conventions for postings to any bulletin board, chat group or other forum in which you participate using the Products or Subscription Services, including rules for content and commercial postings; to comply, in a timely manner, with Alvaria's requirements for network security, including changes required to comply with Health Insurance Portability and Accountability Act HIPAA, Gramm-Leach-Bliley Act, or other security and privacy laws, regulations or standards;
to only use IP addresses assigned to you by Alvaria in connection with the Subscription Services;
if Alvaria IP numbers assigned to your account are listed on an abuse database (e.g., Spamhaus), to take prompt action to remedy the issue and, if you do not do so within 10 days of written notice from Alvaria, Alvaria may take reasonable action to protect its IP addresses, including suspension or termination of the Subscription Services if the IP addresses were listed as a result of your actions;
if you register a DNS record or zone on Alvaria managed or operated DNS servers or service for a domain of which you are not the registrant or administrative contact according to the registrarʼs WHOIS system, then upon request from the registrant or administrative contact according to the registrarʼs WHOIS system, Alvaria may modify, transfer, or delete such records or zones;
Alvaria may quarantine or delete any data stored on a shared system if Alvaria reasonably believes that the data is infected with a virus or is otherwise corrupted and has the potential to infect or corrupt the system or other customersʼ data stored on the same system;
to comply with all Product and Subscription Service notices and end of life policies, including the transfer and migration to, or utilization of, new versions 7/1/25, 1:36 PM Acceptable Use Policy | Alvaria
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of software, network configurations or environments Alvaria may charge additional fees for non-compliance);
to provide all information that Alvaria reasonably requires in order to register any 10 Digit Long Code 10DLC) numbers for SMS that you purchase from Alvaria and access or use in using the Products or Services; and upon reasonable notice, comply with re-provisioning of telephone provider lines due to network changes, changes to Alvaria data centers and facilities Alvaria may charge additional fees for non-compliance).
Alvaria may report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Alvariaʼs reporting may include disclosing appropriate customer information. Alvaria 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 AUP.
For customers using products/services with outbound dialing capability, if more than 20% of completed calls are equal to or less than 6 seconds in length (a "Short Duration Call"), or if more than 35% of total call attempts do not complete during any given month during the billing cycle (the "Incomplete Call Threshold"), then additional fees may apply. Such fees are based on additional costs Alvaria incurs from its carriers as a result of Customerʼs usage. Notwithstanding, Alvaria will support all traffic not harmful to its or its carrier's network(s).
Customers are required to reimburse Alvaria for all fees, fines or penalties assessed against Alvaria due to Customerʼs failure to comply with this AUP.
Alvaria may modify the AUP at any time without notice by posting a revised AUP on www.alvaria.com . Changes are effective on posting.
Your use of a Product or Subscription Service after changes to the AUP are posted constitutes acceptance of any changed or additional terms. 7/1/25, 1:36 PM Acceptable Use Policy | Alvaria
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Exhibit “C-1” UKG Services Descriptions
UKG Virtual Roster Cloud and UGK Pit Manager Cloud Services Description Exhibit 1 Service Level Agreement for the UKG Virtual Roster Cloud and UKG Pit Manager Cloud Subscription Services Availability
Exhibit 2 Customer Support Policy for UKG Virtual Roster Cloud and UKG Pit Manager
Exhibit “C-1” UKG Services DescriptionsUKG Virtual Roster Cloud and UGK Pit Manager Cloud Services Description
Exhibit “C-1” UKG Services Descriptions
UKG Webhooks Premium Services Description
Exhibit “C-1” UKG Services DescriptionsUKG Webhooks Premium Services Description
Exhibit “C-2” UKG Support Policy
SaaS Support Policies and Services
FRENCH > GERMAN >
Customer Support Service Level Agreement for PRO,
DIMENSIONS, READY, and HRSD
UKG provides support for all customer environments on UKG Subscription Services. Configuration of new features may be subject to additional cost depending on complexity.
Priority Based Support
UKG provides support on a "priority" basis. As such, customers with the most critical request(s) will be serviced first, pursuant to the following UKG guidelines:
Priority Level Description Target
Response
Time
High
A critical Customer issue with no available workaround where the Subscription Services cannot be accessed, or where the Subscription Services are experiencing major system
degradation, such as:
Thirty (30) minutes
or immediately
via Rapid
Response
Exhibit “C-2” UKG Support Policy
Priority Level Description Target
Response
Time
Cloud outage
Unable to sign-off time cards
Payroll data accuracy or unable to process payroll
Totals are not accurate
Unable to collect punches from terminals
Unable to access a critical function within the
Subscription Services
Medium
A serious Customer issue which impacts ability to utilize the Subscription Services effectively, such as:
Intermittent or inconsistent functionality results or data accuracy (e.g., accrual balances not matching pay codes but balances are accurate)
Data display inaccuracies or inconsistencies across
multiple tasks
Application performance is inconsistent or fluctuates
One (1) business
hour or
immediately via
Rapid Response
Low
Non-critical Customer issue generally entailing use and usability issues or "how to" questions, such as:
How do I set up a holiday pay rule?
How do I run a report?
Within two
business (2) hours
Service Coverage Period
UKG provides support 24 hours a day, seven days a week, 365 days a year, for high priority issues. UKG provides support during business hours for medium and low priority issues.
Support Language
Support is provided in English and may be provided in French, German and Spanish in some regions during local business hours.
Support Exclusions
Support services do not include service to the Subscription Services resulting from, or associated with:
1. Failure to use the Subscription Services in accordance with UKG's published specifications;
2. Customer's end user computer or operating system malfunctions, including browser and internet connection, or failure of the internet;
3. Services required for Subscription Services programs or conversions from products or software not supplied by UKG; or
4. Implementation services, configuration changes, and custom reports.
Critical Outages
UKG 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 business hours, the case may be passed to the after-hours team. On-going continuous effort may also be dependent on the customer's ability to provide a resource to work with UKG during this period.
Technical Escalation
UKG’s case resolution process is a team based approach structured around specific features within the Subscription Services and staffed by UKG 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 for the fastest resolution time possible.
The teams are also integrated with the development engineering and cloud operations 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 or relationship 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 or relationship manager remains engaged until the situation has been successfully remediated.
Management Escalation
Customers may, at any time, ask to speak to a UKG global support manager if they experience dissatisfaction with the level of service received with respect to a specific case or service in general. To contact a UKG global support manager, please telephone your UKG support services center and ask to speak to a manager. Phone numbers are listed on the UKG Community at https://community.kronos.com/s/article/KB13193 .
Remote Support
UKG utilizes a web-based screen-sharing tool of its choosing that enables UKG to support Customers by empowering our support representatives to remotely view the computer of a Customer’s user. By connecting through the internet or via intranets and extranets, support representatives will work in real time with Customer’s users and quickly escalate to desktop sharing, which features mutual mouse and keyboard control and whiteboard capability.
UKG Community
UKG provides Customers with access to the UKG Community, which includes access to how-to articles and discussion boards, as well as the ability to open support cases. The UKG Community helps Customers make the most of its UKG solutions by putting tools and resources at its fingertips in a collaborative, intuitive online space — a space that makes opening a case, accessing support, and viewing all Customer’s account information easier than ever. Streamlined and searchable, the information Customers need is just a click away.
Additional Support Options
As part of the Support Services, UKG may also provide:
UKG Onboarding Experience: Step-by-step guidance to assist Customer during onboard activities Success Manager: A UKG resource to provide guidance on best practices in using Subscription Services
Integration/API Support: Assistance with enhancing and updating existing APIs and integrations New Feature Review and Activation Assistance: Guidance on new features of Subscription Services and how to enable them
Industry Best Practices Review: Review configuration and use of Subscription Services against industry peers and provide recommendations
Configuration Review: Assistance with optimizing the use of Subscription Services based on your current usage patterns
Exhibit “C-3” (also labeled as Exhibit 1): Acceptable Use Policy
Exhibit “C-3” Acceptable Use Policy
Exhibit “C-3” Acceptable Use Policy
Exhibit 1
Acceptable Use Policy
This Acceptable Use Policy (this “Policy”) describes prohibited uses of the Services. In accordance with the Agreement, Customer agrees to use the Services in accordance with the latest version of this Policy.
1. Prohibited Use.
Customer agrees that it shall not use the Services, nor authorize, encourage, promote, facilitate or instruct others including its authorized users or Affiliates to use the Services as set forth below:
PROHIBITED USE DESCRIPTIONS AND EXAMPLES
(a) No Illegal, Harmful,
or Offensive Use or
Content
Customer may not use, or encourage, promote, facilitate or instruct others to use, the Services 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, but are not limited to:
Illegal Activities. Any illegal activities, including advertising, transmitting, or otherwise making available gambling sites or services or disseminating, promoting or facilitating child pornography.
Harmful or Fraudulent Activities. Activities that may be harmful to others, UKG's operations or reputation, 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.
Infringing Content. Content that infringes or misappropriates the intellectual property or proprietary rights of others.
Offensive Content. Content that is defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable, including content that constitutes child pornography, relates to bestiality, or depicts non-consensual sex acts.
Harmful Content. Content or other computer technology that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, including viruses, Trojan horses, worms, time bombs, or cancelbots.
PROHIBITED USE DESCRIPTIONS AND EXAMPLES
(b) No Security
Violations
Customer may not use the Services to violate the security or integrity of any network, computer or communications system, software application, or network or computing device (each, a “System”). Prohibited activities include, but are not limited to:
Unauthorized Access. Accessing or using any System without permission, including attempting to probe, scan, or test the vulnerability of a System or to breach any security or authentication measures used by a System. Customer will not perform any security integrity review, penetration test, load test, denial of service simulation or vulnerability scan on any System.
Interception. Monitoring of data or traffic on a System without permission.
Falsification of Origin. Forging TCP-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.
No Use of Robots. Customer will not use any tool designed to automatically emulate the actions of a human user (e.g., robots)
(c) No Network Abuse Customer may not make network connections to any users, hosts, or networks unless Customer has permission to communicate with them. Prohibited activities include, but are not limited to:
Monitoring or Crawling. Monitoring or crawling of a System that impairs or disrupts the System being monitored or crawled.
Denial of Service (DoS). Inundating a target with communications requests so the target either cannot respond to legitimate traffic or responds so slowly that it becomes ineffective.
Intentional Interference. Interfering with the proper functioning of any System, including any deliberate attempt to overload a system by mail bombing, news bombing, broadcast attacks, or flooding techniques.
Operation of Certain Network Services. Operating network services like open proxies, open mail relays, or open recursive domain name servers.
Avoiding System Restrictions. Using manual or electronic means to avoid any use limitations placed on a System, such as access and storage restrictions. (d) No E-Mail or Other
Message Abuse
Customer will not use the Service to distribute, publish, send, or facilitate the sending of unsolicited mass e-mail or other messages, promotions, advertising, or solicitations (like “spam”), including commercial advertising and informational announcements. Customer will not alter or obscure mail headers or assume a sender’s identity without the sender’s explicit permission. Customer will not collect
PROHIBITED USE DESCRIPTIONS AND EXAMPLES
replies to messages sent from another internet service provider if those messages violate this Policy or the acceptable use policy of that provider.
2. Monitoring and Enforcement
UKG reserves the right, but does not assume the obligation, to investigate any violation of this Policy or misuse of the Services. UKG may:
• investigate violations of this Policy or misuse of the Services; or • remove, disable access to, or modify any content or resource that violates this Policy.
If Customer violates the Policy or authorizes or helps others to do so, UKG may suspend use of the Services until the violation is corrected or terminate the Agreement for cause in accordance with the terms of the Agreement. UKG may modify this Policy at any time upon written notice to Customer of a revised version.
UKG may report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. UKG's reporting may include disclosing appropriate customer information. UKG 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.
3. Reporting of Violations of this Policy by Customer
If Customer becomes aware of any violation of this Policy, Customer will immediately notify UKG and provide UKG with assistance, as requested, to stop or remedy the violation.
Exhibit 2
EQUIPMENT ADDENDUM
This Equipment Addendum (“Addendum”) supplements the Agreement (as defined in the Order that incorporates this Addendum) by se�ng forth certain addi�onal terms and condi�ons that apply to the purchase and/or rental of Equipment and Equipment Support Services (as applicable).
In the event of conflict or inconsistency between any provision contained in the Agreement and any provision contained in this Addendum, with respect to the purchase and/ or rental of Equipment and Equipment Support Services, the provisions contained in this Addendum shall prevail.
1. Definitions.
In this Addendum, capitalized terms shall have the meanings set out below. Capitalized terms not otherwise defined below have the meaning given to them in the Agreement. “Depot Exchange Service” means the Equipment Support Services op�on where UKG ships a replacement unit on an advance exchange basis in accordance with the Sec�on 6 below. “Depot Repair Service” means the Equipment Support Services op�on where Customer has its own inventory of spare terminals and UKG repairs the terminal in accordance with Sec�on 6 below.
“Equipment” means UKG equipment such as �me clocks, that are included on the Order. “Equipment Descrip�on” means the supplemental terms atached hereto as Exhibits for purchased Equipment or Rental Equipment, as applicable. “Equipment Documenta�on” means Equipment specifica�ons, such as user manuals and administrator guides, published by UKG via the UKG community portal, accessible at htps:// www.ukg.com/support .
“Equipment Support Services” means Equipment maintenance and support services op�on stated on the Order.
2. Purchase or Rental Equipment. Customer may purchase or rent Equipment from UKG and receive related Equipment Support Services if included on the Order. If Customer purchases Equipment, Exhibit A applies, and if Customer rents Equipment, Exhibit B applies.
3. Payment and Invoicing. The price payable by Customer for the purchase or rental of Equipment, and Equipment Support Services as applicable, is set out on the Order. Each Party shall pay shipping costs and fees pursuant to the shipping terms stated on the Order.
4. Shipping and Title.
4.1 Shipping. UKG shall ship Equipment to Customer in accordance with the following shipping terms, unless otherwise stated on the Order.
4.2 Shipments to United States Destinations. All shipments to or from Customer to destinations within the United States are FOB (Free On Board) Shipping Point, and the shipping party is responsible for all costs and risks of loss, except that for shipments from UKG to Customer utilizing UKG’s preferred carrier, UKG is responsible for the risk of loss during shipment until delivery to the identified destination. For UKG’s initial shipment of purchased Equipment to Customer destinations within the United States, title of the Equipment passes to Customer upon shipment to the identified destination.
4.3 Shipments to Destinations Outside of the United States. Shipments to Customer destinations located in countries where UKG or one of its affiliates has an office are DDP (Delivered Duty Paid), and UKG is responsible for all duties and Value Added Taxes (VAT).
Shipments to Customer destinations located in countries where UKG or one of its affiliates does not have an office are DAP (Delivered At Place), and Customer is responsible for import clearance, all duties and VAT. Shipments to UKG from a Customer location outside of the United States are DDP, and Customer is responsible for all duties and VAT. For the initial shipment of purchased Equipment to Customer outside of the United States, title of the Equipment passes to Customer upon delivery to the identified destination.
4.4 Title. Title to rented Equipment shall always remain with UKG. Except as expressly provided in this Addendum, UKG has and shall maintain sole and exclusive ownership of all rights, �tle, and interest in the intellectual property of the Equipment and its firmware.
5. Customer Responsibilities.
5.1 Use of Equipment. Customer shall (i) use the Equipment in accordance with the Equipment Documenta�on, (ii) use UKG’s carrier of choice when shipping any Equipment, and ensure that Equipment returned to UKG is reasonably packaged to prevent damage in transit, and (iii) remove Customer Data from Equipment before sending Equipment to UKG. UKG reserves the right to delete Customer Data from Equipment that it receives from Customer.
Customer is solely responsible for the backup of Customer Data. Customer acknowledges and agrees that UKG shall have no liability for Customer’s failure to backup Customer Data.
5.2 Returning Equipment. When returning Equipment as permited by the Addendum, Customer shall (i) request a Return Material Authoriza�on Number (“RMA”) from UKG and place the RMA conspicuously on the outside of the return shipping package; and (ii) promptly return any failed Equipment. Customer acknowledges that any batch shipping of Equipment will result in a longer turnaround �me and a surcharge to Customer.
5.3 Restrictions. In addition to the Use Restrictions set out in Section 2.2 of the Agreement, Customer will not, and will not cause or permit others to: (a) reverse engineer, disassemble, adapt, translate, or decompile the Equipment or any firmware component included with the Equipment, including, without limitation, any third party components, or otherwise attempt to derive source code, trade secrets, or knowhow from the Equipment, (b) probe, scan or test the vulnerability, or attempt to gain unauthorized access to the Equipment or its firmware, or (c) remove or alter any proprietary notices or marks on the Equipment or Documentation.
6. Support Services.
6.1 Descrip�on. UKG shall provide Equipment Support Services as set forth in the applicable Equipment Descrip�on for rented or purchased equipment atached hereto.
6.2. Support Process.
(a) Troubleshoo�ng and return. In the event of an Equipment issue covered by the Depot Exchange Service or the Depot Repair Service, Customer shall no�fy UKG of such issue in wri�ng and UKG will atempt to resolve the issue via remote support. However, if UKG deems an issue to require Equipment repair or replacement, UKG shall provide Customer with a RMA for such Equipment, and Customer will ship the applicable Equipment to UKG at a loca�on specified by UKG.
(b) Addi�onal terms for Depot Exchange Service. UKG will replace Equipment subject to Sec�on 6.2(a). UKG will ship such replacement Equipment to the address provided by Customer. Upon receipt of such replacement Equipment, Customer shall package the defec�ve Equipment using the materials provided by UKG for that purpose, display the RMA on the packaging in accordance with Sec�on 5.2 above, and promptly return the Equipment to UKG.
UKG may suspend the Depot Exchange Service if Customer does not return replaced Equipment to UKG within ten (10) business days of receiving the applicable replacement. In such event, UKG shall restore the service when Customer either (i) ships the replaced Equipment to UKG, or (ii) pays UKG the then-current UKG list price of the replaced Equipment.
For the avoidance of doubt, the Depot Exchange Service will not be extended or otherwise affected by such suspension.
(c) Additional terms for Depot Repair Service. Subject to Section 6.2(a), Customer shall ship applicable Equipment to UKG. UKG will use reasonable efforts to repair the Equipment and ship it to Customer within ten (10) business days of receipt. (d) Device Software Maintenance. If Customer has active Device Software Maintenance, UKG will provide Customer with service packs for the applicable Equipment (which contain system updates) available for download at UKG’s community portal (“Equipment Service Packs”).
Customer is responsible for installing Equipment Service Packs. UKG may verify if Customer has downloaded any Equipment Service Packs to which Customer is not entitled. Device Software Maintenance is included with Depot Exchange and Depot Repair, however, if Device Software Maintenance is purchased alone it does not include any repair or exchange services. (e) Per-event Repair Service. Per-event rates apply to customers without an equipment support agreement. The Equipment will be returned by regular surface transportation. This service does not include Device Maintenance Software or Equipment Service Packs. Subject to Section 6.2(a), upon failure of installed Equipment, Customer shall ship such Equipment to UKG. UKG will attempt to repair any repairable defective item within fifteen (15) business days after receipt at the current per-event pricing.
6.3 Spare Equipment. For business continuity purposes, UKG recommends that Customer retains a sufficient number of spare Equipment, and it is Customer’s sole responsibility to retain such Equipment.
6.4 Exclusions. UKG is not liable for, and the Equipment Support Services do not include, the repair of damages, and Customer will not atempt to return damaged Equipment, resul�ng from:
(a) Any cause external to the Equipment including, but not limited to Force Majeure causes; (b) Customer’s failure to con�nually provide a suitable installa�on environment (as indicated in UKG’s published installa�on guidelines) including, but not limited to, adequate electrical power;
(c) Customer’s improper use, loca�on, packaging, refinishing, management, maintenance or supervision of the Equipment or other failure to use Product in accordance with the Equipment Documenta�on;
(d) Customer’s use of the Equipment for purposes other than those for which they are designed or the use of accessories or supplies not approved by UKG; (e) Government imposed sanc�ons, rules, regula�ons or laws preven�ng the shipment of the Equipment; or
(f) Customer’s repair, atempted repair or modifica�on of the Equipment.
7. Export. Section 10.3 of the Agreement shall apply to the provision and use of Equipment under this Addendum.
8. Warran�es.
8.1 Equipment Support Services. UKG warrants that all Equipment Support Services performed under this Addendum will be performed in a good and professional manner.
8.2 Equipment Service Packs. UKG warrants that all Equipment Service Packs provided under this Addendum shall materially perform in accordance with the applicable Equipment Documenta�on for ninety (90) days a�er download by Customer, provided that Customer’s use, installa�on and maintenance thereof conforms to the Equipment Documenta�on.
8.3 Remedies. To the extent permited by Applicable Law, Customer’s exclusive remedies for any breach of UKG’s warran�es outlined in this Addendum shall be, at UKG’s op�on, the repair or replacement of the applicable Equipment Service Pack(s) or firmware update(s).
8.4 Disclaimer. Sec�on 6.4 of the Agreement shall apply to the provision of Equipment under this Addendum. References to Services in such Sec�on 6.4 shall be taken to mean Equipment for the purposes of this Addendum.
8.5 Customer Warranty. Customer warrants that it has obtained all the informa�on it requires to fully evaluate the Equipment and determine that the Equipment is suited to its organiza�on, needs and objec�ves. All Equipment will be supplied based upon the informa�on provided by Customer or on behalf of Customer to UKG. Customer is responsible to provide all such informa�on in a �mely, complete and accurate manner. Customer will be responsible for any adverse effect that any Customer delay or instruc�on may have on the supply and opera�on of the Equipment.
9. Limita�on of Liability.
9.1 Monetary Cap. THE TOTAL AGGREGATE LIABILITY OF UKG IN CONNECTION WITH THIS ADDENDUM WILL BE LIMITED TO ACTUAL AND DIRECT DAMAGES PROVEN BY CUSTOMER. FOR RENTAL EQUIPMENT, UKG’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS IN
CONNECTION WITH ANY SUCH EQUIPMENT WILL NOT EXCEED THE AMOUNT OF TOTAL NET PAYMENTS RECEIVED BY UKG FOR THE APPLICABLE EQUIPMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE IN WHICH THE DAMAGES ARISE. FOR PURCHASED EQUIPMENT, UKG’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS IN CONNECTION
WITH ANY SUCH EQUIPMENT WILL NOT EXCEED THE AMOUNT OF TOTAL NET PAYMENTS RECEIVED BY UKG FOR THE APPLICABLE EQUIPMENT FROM WHICH THE DAMAGES ARISE. UKG’S
TOTAL AGGREGATE LIABILITY FOR EQUIPMENT SUPPORT SERVICES AND EQUIPMENT SERVICE PACKS IS SUBJECT TO SECTION 9 OF THE AGREEMENT.
9.2 Exclusion of Damages. UKG WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES; FOR THE COST OF ACQUIRING SUBSTITUTE OR REPLACEMENT OF EQUIPMENT OR SERVICES; OR FOR ANY LOST OR IMPUTED PROFITS OR
REVENUES, BUSINESS INTERRUPTION, LOST GOODWILL, OR LOST DATA RESULTING FROM OR RELATED TO THIS ADDENDUM, HOWEVER CAUSED.
9.3 Applicability of Limita�ons. THESE LIMITATIONS APPLY FOR ANY REASON, REGARDLESS OF
ANY LEGAL THEORY AND FOR WHATEVER REASON LIABILITY IS ASSERTED, EVEN IF UKG HAS
KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY
HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE
PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED
ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
10 Finger Scan (FS) and Facial Recogni�on (FR) Equipment.
10.1 FS/FR Warranty. For Customer’s use of Equipment containing finger scan sensor and/or facial recogni�on technology (“FS/FR Equipment”), Customer has the op�on to configure the FS/FR Equipment se�ngs to capture or not, and to provide the op�on to its employees. Customer warrants that it will assess and will maintain its compliance with all applicable biometric privacy laws with respect to its use of FS/FR Equipment (including but not limited to undertaking a legi�mate interest assessment, where required). If required by law, Customer further warrants that prior to using finger scan sensor and/or facial recogni�on technology in FS/FR Equipment it shall, where applicable : (i) obtain signed releases from employees consen�ng to the use of the applicable FS/FR Equipment for employee �mekeeping purposes (where appropriate); (ii) issue policies to their employees and the public regarding its reten�on and destruc�on of the finger scan or facial recogni�on data, and (iii) shall expressly apply any releases, consents, or policies required by applicable law to UKG, its affiliates and its authorized subcontractors.
10.2 FS/FR Responsibility. CUSTOMER AGREES TO BE RESPONSIBLE FROM ANY AND ALL
DAMAGES, LOSSES, LIABILITIES, COSTS, PENALTIES, AND FINES ACTUALLY AWARDED TO A THIRD PARTY AS A RESULT OF SUCH A FS/FR EQUIPMENT CLAIM. UPON RECEIPT OF NOTICE OF SUCH AN
EQUIPMENT CLAIM, UKG SHALL BE ENTITLED TO PARTICIPATE IN THE DEFENSE OF SUCH CLAIM
AND TO EMPLOY COUNSEL AT ITS OWN EXPENSE TO ASSIST IN THE HANDLING OF SUCH CLAIM, ON A MONITORING AND A NON-CONTROLLING BASIS; (II) CUSTOMER SHALL NOT SETTLE ANY
EQUIPMENT CLAIM ON ANY TERMS OR IN ANY MANNER THAT ADVERSELY AFFECTS THE RIGHTS OF UKG WITHOUT ITS PRIOR WRITTEN CONSENT; AND (III) UKG SHALL PROVIDE REASONABLE COOPERATION AND ASSISTANCE AT CUSTOMER’S SOLE COST AND EXPENSE.
Exhibit A
Purchased Equipment Descrip�on
This Purchase Equipment Descrip�on is supplemental to the Equipment Addendum and contains addi�onal or different terms with respect to the purchase of Equipment and related Support Services by Customer.
1. Defini�ons.
In this Exhibit A, capitalized terms shall have the meanings set out below:
“Ini�al Term” – means the ini�al billing term of the Equipment Support Service as set forth in Sec�on 4.2 below.
“Renewal Term” – means the renewal billing term of the Equipment Support Service as set forth in Sec�on 4.2 below.
“Term” – means the Ini�al Term and any Renewal Terms, together.
2. Invoicing of Purchased Equipment and Support Services. UKG shall invoice Customer for purchased Equipment and Equipment Support Services upon shipment of such purchased Equipment.
3. Renewal and Termination.
3.1 Upon expiry of the Ini�al Term, the term of the Equipment Support Services will renew for successive Renewal Terms unless either Party no�fies the other in wri�ng of its intent not to renew at least thirty (30) days prior to expiry of the then-current Ini�al Term or a Renewal Term.
3.2 The fees for Equipment Support Services may change on the commencement of each applicable Renewal Term, provided that UKG gives Customer at least thirty (30) days’ prior writen no�ce of such change through the renewal quote or invoice, and the fees for the same quan�ty of such Equipment and the same Equipment Support Service may increase as set forth in the Order over the previous year. The increased fees will be set forth in the applicable invoice.
4. Support Services.
4.1 Op�on. Customer may purchase the following Equipment Support Services packages:
(a) Depot Exchange Service;
(b) Depot Repair Service; or
(c) Device Software Maintenance.
Each package includes access to UKG online and phone support services. All Equipment of the same type, including spare Equipment (described in Section 6.3 of the Addendum), must be covered by the same Equipment Support Services package. If Customer requests Equipment support from UKG for Equipment not covered by Equipment Support Services, UKG’s per- event rates will apply.
4.2 Term. Unless expressly agreed by the Par�es in wri�ng, the Ini�al Term and each Renewal Term of Equipment Support Services for purchased Equipment is one (1) year, with the Ini�al Term commencing upon the expira�on of the warranty period described in Sec�on 5 below and the Renewal Term commencing on the expiry of the Ini�al Term or the previous Renewal Term.
5. Warranty. Unless otherwise expressly agreed in wri�ng, UKG warrants that purchased Equipment, under normal usage and with regular recommended Equipment Support Service, shall be free from defects in materials and workmanship, as set forth in the Equipment Documenta�on, for a period of ninety (90) days from the date of delivery of the purchased Equ ipment. This warranty is provided to Customer only, and does not apply to any Equipment:
(a) damage or malfunc�on resul�ng from misuse, neglect, tampering, modifica�on or replacement of any UKG components on any boards supplied with the Equipment, unusual physical or electrical stress, or any other cause besides normal and intended use; (b) use, installa�on or maintenance by Customer that does not conform to the applicable Equipment Documenta�on; or (c) malfunc�ons resul�ng from the use of a badge not approved by UKG.
UKG’s en�re liability for a breach of this warranty shall be for UKG, at its op�on and cost, to repair or replace the affected Equipment, and, if UKG is unable to repair or replace within a reasonable �me, then upon return of such Equipment to UKG, UKG will refund the amount Customer paid for the affected Equipment as depreciated on a straight-line basis over a five (5) year period.
Exhibit B
Equipment Rental Descrip�on
This Equipment Rental Descrip�on is supplemental to the Equipment Addendum and contains addi�onal or different terms with respect to Equipment rented by Customer.
1. Defini�ons.
In this Exhibit B, capitalized terms shall have the meanings set out below:
“Billing Start Date” – means the date Equipment Rental Fees begin to accrue, as set forth on the Order.
“Billing Frequency” – means the invoice frequency of Equipment Rental Fees, as set forth on the Order.
“Equipment Rental Fees”– means the fees payable to UKG for rented Equipment, as applicable that are set forth on the Order.
“Ini�al Term” – means the ini�al billing term of the rented Equipment as set forth on the Order which commences on the Billing Start Date.
“Renewal Term” – means the renewal billing term of the rented Equipment as set forth on the Order.
“Term” – means the Ini�al Term and any Renewal Terms, together.
2. Payment and Invoicing.
UKG shall invoice Customer on the Billing Frequency indicated on the Order. The billing period of the Equipment Rental Fees will start on the Billing Start Date and will con�nue for the Ini�al Term. The Equipment Rental Fees include the cost of the Depot Exchange Service (as described below) for such Equipment.
3. Renewal and Return
3.1 On expiry of the Ini�al Term and expiry of each Renewal Term, each as indicated on the Order, the Term of the rented Equipment will automa�cally renew for the dura�on indicated on the Order as the Renewal Term unless either Party no�fies the other in wri�ng of its intent not to renew at least thirty (30) days prior to expiry of the then-current Ini�al Term or a Renewal Term.
3.2 The fees for rented Equipment may increase on the commencement of each applicable Renewal Term, provided that UKG gives Customer at least thirty (30) days’ prior writen no�ce
of such change through the renewal quote or invoice. The fees for the same quan�ty of such Equipment may increase over the previous year as set forth in the Order. The increased fees will be set forth in the applicable invoice.
3.3 Within thirty (30) days of the date of termina�on or expira�on of the Term, Customer shall, at Customer’s expense, return all rented Equipment to UKG in the same condi�on as it was in when originally received by Customer, reasonable wear and tear excepted. Customer shall pay UKG the then-current list price of any rented Equipment that Customer fails to return as required under this Addendum.
4. Ownership. Rented Equipment is and shall remain the sole and exclusive personal property of UKG and will not become a fixture if atached to other equipment or real property. Customer shall not do or allow to occur anything which might adversely affect UKG’s right, �tle or interest in the Equipment. Customer shall not sell or otherwise encumber rented Equipment and shall not make any altera�ons or remove rented Equipment from the place where such Equipment is originally installed without UKG’s prior writen consent.
5. Support Services. The Depot Exchange Service applies to all rented Equipment at no addi�onal cost.
6. Warranty. Unless otherwise expressly agreed in wri�ng, rented Equipment is provided “AS IS” with all faults UKG’s sole obliga�on for defec�ve equipment shall be for UKG, at its op�on and cost, to repair or replace the affected Equipment, and, if UKG is unable to repair or replace within a reasonable �me, then upon return of such Equipment to UKG, UKG will refund prepaid rental fees made by the Customer for use of affected Equipment a�er such return date.
Exhibit “C-4” (also labeled as Exhibit 2): US Data Protection Addendum
Exhibit “C-4” (also labeled as Exhibit 2): US Data Protection Addendum
Exhibit “C-5” (also labeled Schedule 1): Details of Processing of Customer Personal Data
Exhibit “C-5” (also labeled Schedule 1): Details of Processing of Customer Personal Data
Exhibit “C-6” (also labeled Schedule 2): Technical and Organizational Measures
Exhibit “C-6” (also labeled Schedule 2): Technical and Organizational Measures
Exhibit “C-7” Supplement to UKG DPA for UKG Other Products and Services
Supplement to UKG DPA for UKG Other Products and Services
This Supplement to UKG DPA located at https://www.ukg.com/ukg-unified-dpa (“DPA”) is by and between the UKG entity as the Processor of Customer Personal Data (“UKG”) set forth in the Order or Statement of Work that references UKG Master Services Agreement (“Agreement”) and the person or entity that is named on such Order or Statement of Work on behalf of itself and Customer Affiliates as the Controller of Customer Personal Data (“Customer”).
WHEREAS, Customer has ordered UKG Other Products and Services (as defined in the DPA), the parties agree that the following provisions will apply with respect to the Processing of Customer Personal Data provided or accessed through the UKG Other Products and Services.
NOW THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to modify the terms of the DPA with respect to the UKG Other Products and Services as follows:
1. Subprocessors. For purposes of the UKG Other Products and Services, the list of UKG Subprocessors here shall be supplemented by the Subprocessors set out in the Order Form or Statement of Work.
2. Technical and Organizational Measures. The following Technical and Organizational Measures are applicable to UKG Other Products & Services.
2.1. Entity Controls: UKG shall continuously carry out the following security measures:
a) Security Policy: UKG shall maintain an information security policy that is reviewed annually by UKG and published and com municated to all UKG employees. UKG shall maintain a dedicated security and compliance function to maintain and monitor security controls across UKG.
b) Employee Onboarding: All UKG personnel shall be subject to a comprehensive background check and agree to accept UKG’s Cod e of Conduct upon hire.
c) Employee Termination: UKG shall terminate all credentials and access to the Services of a UKG employee in the event of termination of his or her employment within a reasonably timely manner. d) Access Controls by UKG Personnel: Access to all UKG owned or licensed network components, servers, databases, computers, and software programs by UKG personnel shall be protected by an authentication procedure that requires giving at least a unique u sername and complex password. UKG shall implement technical controls to enforce a password policy consisting of a minimum number of characters and complexity, including requirements of alpha, numeric, upper case, lower case and/or special characters. Lockout periods s hall be in effect for inactivity and unsuccessful password attempts. Passwords shall expire after a fixed amount of time. e) Security Awareness Training: UKG employees shall participate in security awareness and privacy training, upon hire and an nually thereafter.
2.2. Application and Network Controls:
a) Privileged Access by UKG Personnel: Privileged access to UKG owned or licensed network components, servers, databases, computers, and software programs by UKG personnel that are used in the provision of the Services shall be secured by means of a two-factor authentication and shall be defined by UKG in such a manner as to ensure that the access authorizations are granted only to t he extent necessary to perform the assigned role. Any access to UKG’s systems used in the provision of the Services shall be monitored. b) Infrastructure of the Data Center: UKG and/or its sub-processor(s) shall monitor the infrastructure in order to identify any security vulnerabilities.
c) Anti-Virus and Malware Scanning: UKG uses commercially available malicious code detection so ftware, including virus detection and malware detectors, on UKG systems. Anti-virus definition files shall be updated regularly, on a scheduled basis, following the availability of such updates by the software provider.
d) Segregation of Customer Data: UKG shall provide appropriate security controls and segmentation methods to protect and isolate Customer Data from other tenants.
e) Encrypted Data Transfers: Customer Data input into the Services shall be secured using an industry standard protocol, such as Transport Layer Security (TLS).
Exhibit “C-7” Supplement to UKG DPA for UKG Other Products and Services
f) Encrypted Data Storage: UKG shall encrypt Customer Data using industry standard technology, such as AES-256 encryption standard for data at rest.
g) Firewalls: Connections to the Services networks, shall be protected with industry standard firewalls. UKG shall update its firewall software regularly, on a scheduled basis, following the availability of updates by the software provider. h) Systems Hardening and Secure Configuration: UKG shall follow industry standards for platform hardening and secure configuration. UKG shall remove or disable unnecessary utilities from operating system configurations and restrict access rights to least privilege. i) Vulnerability Management: UKG shall implement commercially reasonable processes designed to protect Customer Data from system vulnerabilities. UKG shall perform scanning of the infrastructure using an industry recognized automated scanning tool designed to detect security flaws and security vulnerabilities within the operating systems. UKG shall assess scan results and remediate relevant security vulnerabilities within a reasonable amount of time based on the risk to the Services. j) Audit Logging: UKG shall log UKG personnel’s access to the Services to maintain an audit trail that includes, but is not limited to, web server logs, system logs, and network event logs.
2.3. Physical Access Control: UKG shall ensure that its data center sub-processor uses industry standard technology to ensure that only the appropriately authorized staff have access to those systems of UKG that are used to provide the Services. This shall include at least the following measures: visitor sign-ins, role-based access controls, limited access to the server rooms and to the alarm systems which report any unauthorized access.
2.4. Incident Response and Notification:
a) UKG shall maintain security incident management policies and procedures, including security incident escalation procedure s. In the event UKG confirms unauthorized access or acquisition, disclosure or use of Customer’s Personal Data has occurred, UKG agrees to notify Customer, in accordance with the terms of the Agreement or per Applicable Law. b) UKG shall (i) investigate such information security incident and perform a root cause analysis; (ii) remediate the effects of such information security incident; and (iii) provide Customer with assurances that such information security incident is not likely to recur.
2.5. Disaster Recovery: UKG shall maintain a Disaster Recovery plan.
2.6. Business Continuity: UKG shall maintain a plan for returning to operation in the event of a disaster.
Except as set forth in this Supplement, the DPA is unaffected and shall continue in full force and effect in accordance with its terms. If there is conflict between this Supplement and the DPA, the terms of this Supplement will prevail, but only as applied to the UKG Other Products and Services.
Exhibit “C-8” (also labeled Exhibit 3) Equipment Addendum
Exhibit “C-8” (also labeled Exhibit 3) Equipment Addendum Exhibit 3 A Purchased Equipment Description
Exhibit “C-8” (also labeled Exhibit 3) Equipment Addendum Exhibit 3 B Equipment Rental Description
Exhibit “D” UKG Perpetual Software Terms and Conditions Contract
Exhibit “D-1” UKG Perpetual Software Commercial Terms and Conditions
1 UKG PERPETUAL SOFTWARE COMMERCIAL TERMS AND CONDITIONS (2024.08.02)
UKG TERMS
A PARTICIPATING PUBLIC AGENCY (“CUSTOMER”), BY SIGNING AN ORDER FORM OR PURCHASE ORDER WITH UKG Kronos Systems LLC (“UKG”), AGREES TO THE APPLICATION OF THESE TERMS AND CONDITIONS FOR PERPETUAL SOFTWARE LICENSE,
SOFTWARE SUPPORT SERVICES AND RELATED PROFESIONAL SERVICES OFFERINGS SET FORTH ON SUCH ORDER FORM (OR PURCHASE ORDER) WHICH REFERENCES THESE TERMS AND CONDITIONS.
SECTION A: GENERAL TERMS AND CONDITIONS. This Section apply for all transactions.
SECTION B: TERMS AND CONDITIONS FOR SOFTWARE LICENSES, SOFTWARE AND EQUIPMENT SUPPORT SERVICES, AND EDUCATIONAL AND PROFESSIONAL SERVICES. This Section apply for all transactions except Workforce Ready and the Workforce Central SaaS offering ( not including the professional and educational services governed by this Section).
SECTION A: GENERAL TERMS AND CONDITIONS
1. APPLICATION OF THESE TERMS
These terms and conditions apply to each order accepted by UKG Kronos Systems LLC (“UKG”) from an eligible Participating Public Agency (“Customer”) for all Software, Professional and Educational Services, Support and such other Kronos offerings, as specified on an order form (an “Order”).
In addition to the terms set forth in this Section A: General Terms and Condition and Section B shall apply to the Software licenses and purchased Equipment, support services, and professional and educational services.
All orders are subject to the approval of UKG. This Agreement and the Order Form shall 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 ordered.
2. APPLICABLE LAWS
This Agreement shall be governed by the state law in which Customer is based, provided however, if such jurisdiction has adopted the Uniform Computer Information Transactions Act (UCITA), or such other similar law, the parties expressly agree to "opt-out" of and not be governed by UCITA or such other similar law. The parties waive the application of the United Nations Commission on International Trade Law and United Nations Convention on Contracts for the International Sale of Goods as to the interpretation or enforcement of this Agreement.
3. EXPORT
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 installed from export to certain countries and certain organizations and individuals, and agrees to comply with such laws.
Customer agrees to comply with all applicable laws of all of the countries in which the Equipment and Software may be used by Customer.
Customer’s obligations hereunder shall survive the termination or expiration of the Order Form. Customer must obtain UKG prior written consent before exporting the Software.
4. CONFIDENTIAL INFORMATION
“Confidential Information" is defined as information that is: i) disclosed between the parties after the date of this Agreement that is considered confidential or proprietary to the disclosing party; and ii) identified as “confidential” at the time of disclosure, or would be reasonably obvious to the receiving party to constitute confidential information because of legends or other markings, by the circumstances of disclosure or the nature of the information itself.
Additionally, Customer acknowledges and agree that the Software (and Software documentation), and the Specifications shall be deemed to be UKG’ Confidential Information and trade secret. 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. Neither party shall disclose to third parties (except the parent company or the wholly owned subsidiaries of the receiving party who have a need to know) the other party’s Confidential Information, or use it for any purpose not explicitly set forth herein, without the prior written consent of the other party. Notwithstanding the foregoing, a party may disclose Confidential Information to the extent required: (a) to any subsidiary or affiliate of such Party, or (b) to any consultants, contractors, and counsel who have a need to know in connection with the Agreement and who are under obligations of non-disclosure agreement at least as stringent as this section 4, or (c) by law (including the applicable public record laws), or by a court or governmental agency, or if necessary in any proceeding to establish rights or obligations under the Agreement; provided, the receiving party shall, unless legally prohibited, provide the disclosing party with reasonable prior written notice sufficient to permit the disclosing party an opportunity to contest such disclosure. If a party commits, or threatens to commit, a breach of this Section 4, the other party shall have the right to seek injunctive relief from a court of competent jurisdiction. The obligation of confidentiality shall survive for three (3) years after the disclosure of such Confidential Information.
This Agreement imposes no obligation upon either party with respect to the other party’s Confidential Information which the receiving party can establish by legally sufficient evidence: (a) was rightfully possessed by the receiving party without an obligation to maintain its confidentiality prior to receipt from the disclosing party, (b) is generally known to the public without violation of this Agreement; (c) is obtained by the receiving party in good faith from a third party having the right to disclose it without an obligation with respect to confidentiality; (d) is independently developed by the receiving party without use of the disclosing party’s confidential information, which can be shown by tangible evidence.
5. TAXES
If Customer presents to UKG a validly issued tax-exempt certificate, or other sufficient evidence of tax exemption, Customer shall not be liable for those taxes for which Customer is exempt. Otherwise, Customer agrees to pay all other applicable duties and customs fees relating to this Agreement , as well as all taxes levied or based on the products, services or other charges hereunder, including federal, state and local sales and excise taxes, and any taxes or amount in lieu thereof paid or payable by UKG, exclusive of taxes based on UKG net income or business privilege.
Exhibit “D” UKG Perpetual Software Terms and Conditions ContractExhibit “D-1” UKG Perpetual Software Commercial Terms and Conditions
2 6. TRAVEL EXPENSES
Customer agrees to reimburse UKG for all pre-approved, reasonable and necessary travel incurred by UKG in the performance of its obligations under this Agreement provided that such travel complies with the then current UKG Travel and Expense Policies (such policies are available upon request) or such other mutually agreed policies or mutually agreed between the parties in the statement of work. Customer further agrees to pay any travel expenses such as airfare, lodging, meals and local transportation, incurred by UKG in the performance of its obligations under this Agreement provided such expenses comply with the Agreement. Customer will be billed by UKG for such travel expenses and payment thereof shall be due net
30. 7. GENERAL
(a) The invalidity or illegality of any provision of this Agreement shall not affect the validity of any other provision. The parties intend for the remaining unaffected provisions to remain in full force and effect. (b) Customer shall not assign this Agreement or the license to the Software without the prior written consent of UKG and any purported assignment, without such consent, shall be void.
(c) Neither Party shall be responsible for any failure to perform or delay in performing any of its obligations under this Agreement (other than a failure to comply with payment obligations) where and to the extent that such failure or delay results from an unforeseeable event beyond a party’s reasonable control, including but not limited to, acts of war; acts of nature; earthquake; flood; embargo; riot; sabotage; labor shortage or dispute; changes in government codes, ordinances, laws, rules, regulations or restrictions; failure of the Internet; terrorist acts; failure of data, products or services controlled by any third party, including the providers of communications or network services; utility power failure; material shortages or unavailability or other delay in delivery not resulting from the responsible party’s failure to timely place orders therefor, or lack of or delay in transportation (each a “Force Majeure Event”).
(d) All notices given under this Agreement shall be in writing and sent postage pre-paid, if to UKG, to the UKG address on the Order Form, or if to Customer, to the billing address on the Order Form.
(e) The section headings herein are provided for convenience only and have no substantive effect on the construction of this Agreement. (f) The parties agree that the Order signed by both parties and expressly reference this Agreement, which is delivered via fax or electronically delivered via email it shall constitute a valid and enforceable agreement. (g) This Agreement and any information expressly incorporated herein (including information contained in any referenced URL), together with the applicable Order Form, constitute the entire agreement between the parties for the products and services described herein and supersede all prior or contemporaneous representations, negotiations, or other communications between the parties relating to the subject matter of this Agreement.
This Agreement may be amended only in writing signed by authorized representatives of both parties. Customer understands and acknowledges that while UKG may disclose to customers certain confidential information regarding general product development direction, potential future products and/or product enhancements under consideration, Customer is not entitled to any products or product enhancements other than those contained on the Order Form. Customer 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 Agreement.
(h) Use, duplication, or disclosure by the United States Government is 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, or subparagraph (c)(1)(2) of the Commercial Computer Software Restricted Rights clause at FAR 52.227-19, as applicable. Manufacturer/distributor is UKG Incorporated, 297 Billerica Road, Chelmsford, MA. (i) The JBoss® Enterprise Middleware components embedded in the Software are subject to the End User License Agreement found at http://www.redhat.com/licenses/jboss eula.html.
(j) Customer may pay an invoice by credit card if the amount is not greater than $50,000.00. (k) UKG agrees to comply with any applicable federal, state and local laws and regulations. (l) Additionally, UKG agrees to be liable for tangible property damage or personal injury to the extent caused by the negligence or willful misconduct of its employees.
SECTION B
TERMS AND CONDITIONS FOR SOFTWARE LICENSES, SOFTWARE SUPPORT SERVICES,
AND EDUCATIONAL AND PROFESSIONAL SERVICES
This Section B applies to Software licensed, Equipment purchased, support services for Software and Equipment, and educational and professional services, when such items are identified on the Order which expressly references this Agreement.
1. PAYMENT AND DELIVERY
Unless otherwise set forth in this Agreement, payment terms are indicated on the Order Form or other contemporaneous ordering document containing product-specific payment terms signed by the parties. Delivery terms are as stated on the Order Form (“Delivery”). UKG will invoice Customer for products upon Delivery. Unless otherwise set forth on the Order Form, Professional and Educational Services are provided on a time and materials basis, invoiced monthly as rendered.
2. GENERAL LICENSE TERMS
UKG 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 UKG’ 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 Customer pays for a copy of the Software constitutes a license fee that entitles Customer to use the Software as set forth below. UKG grants to Customer a non-exclusive, nontransferable, perpetual (except as provided herein) license to use the Software. This license may be terminated by UKG by 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 UKG. Upon such termination of this license by UKG, Customer will have no further right to use the Software and will return the Software media to UKG and destroy all copies of the Software (and related documentation) in Customer’s possession or control. This license is subject to all of the terms of this Section B.
3. FEE BASED LIMITATIONS
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 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. Customer 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
3 permitted by the applicable license fees; and iii) use the Software only in support of Customer’s own business. Customer agrees not to increase the number of employees, simultaneous or active users, partitions, terminals, products modules, features, or to upgrade the model, as applicable, unless and until 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 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 express prior written consent of UKG.
4. OBJECT CODE ONLY
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 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 B. 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 described in the published documentation for such Software.
5. PERMITTED COPIES
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 additional copies of the Teletime Software and the UKG 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 Customer.
6. UPDATES
In the event that UKG 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.
7. ACCEPTANCE
For Customer’s initial purchase of each Equipment and Software product UKG shall provide an acceptance test period (the “Test Period”) that commences upon Installation. Installation shall be defined as: a.) the Equipment, if any, is mounted; b.) the Software is installed on Customer’s server(s); and c.) implementation team training, if any, is complete. During the Test Period, Customer shall determine whether the Equipment and Software meet the UKG published electronic documentation, ("Specifications").
The Test Period shall be for 30 days. If Customer has not given UKG a written deficiency statement specifying how the Equipment or Software fails to meet the Specifications (“Deficiency Statement”) within the Test Period, the Equipment and Software shall be deemed accepted. If Customer provides a Deficiency Statement within the Test Period, UKG shall have 30 days to correct the deficiency, and Customer shall have an additional 30 days to evaluate the Equipment and Software. If the Equipment or Software does not meet the Specifications at the end of the second 30 day period, either Customer or UKG may terminate this Agreement. Upon any such termination, Customer shall return all Equipment and Software (and related documentation) to UKG, and UKG shall refund any monies paid by Customer to UKG for the returned Equipment and Software. Neither party shall then have any further liability to the other for the products that were the subject of the Acceptance Test.
8. LIMITED WARRANTY
UKG warrants that all UKG 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, Customer’s remedy shall be UKG’ repair or replacement of the deficient Equipment and/or Software media, at UKG’ option, provided that Customer’s use, installation and maintenance thereof have conformed to the Specifications. This warranty is extended to Customer 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 UKG components on any boards supplied with the Equipment), unusual physical or electrical stress or causes other than normal and intended use; (b) failure of Customer 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 UKG.
When using and applying the information generated by UKG products, Customer is responsible for ensuring that Customer complies with requirements of federal and state law where applicable. If Customer is licensing Workforce Payroll Software or Workforce Absence Management Software: (i) Customer 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 Customer of any professional obligation concerning the preparation and review of such reports and documents, (iii) Customer does not rely upon UKG, 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) Customer will review any calculations made by using such Software and satisfy itself that those calculations are correct.
9. PROFESSIONAL AND EDUCATIONAL SERVICES
(a) ENGAGEMENTS
Unless otherwise indicated on the Order, Professional and Educational Services (“Professional Services”) shall be provided on a time and material basis and described in a statement of work. If a dollar limit is stated in the Order Form or any associated statement of work (“SOW”), the limit shall be deemed an estimate for Customer's budgeting and UKG' resource scheduling purposes. After the dollar limit is expended, UKG will continue to provide Professional Services on a time and materials basis, if a Change Order or Schedule of Services for continuation of the Professional Services is signed by both parties.
(b) WARRANTY
UKG warrants that all professional and educational services performed under this Agreement shall be performed in a professional and competent manner. In the event that UKG breaches this warranty, and Customer so notifies UKG within 30 days of receipt of invoice for the applicable services, the Customer’s remedy and UKG’ liability shall be to re-perform the services which were deficient in a manner so as to conform to the foregoing warranty, at no additional cost to Customer.
(c) UKG PROFESSIONAL/EDUCATIONAL SERVICES POLICIES
UKG’ then-current Professional/Educational Services Policies shall apply to all Professional and/or Educational Services purchased under the applicable SOW.
10. SOFTWARE SUPPORT SERVICES
4 The following terms and conditions shall govern the Software support services provided by UKG to Customer.
10.1 SUPPORT OPTIONS
Customer may select from the following Software support purchase options: Gold (or Gold Plus) and Platinum (or Platinum Plus) support (“Service Type”), each providing different service coverage periods and/or service offerings, as specified herein (“Service Offerings”) and in the UKG Support Service Policies (defined below). Customer must purchase the same Service Type for all of the Software specified on the Order Form, (however, if Customer is purchasing support services for Visionware Software, Customer may only purchase Gold Service Type for the Visionware Software).
All Updates shall be provided via remote access.
10.2 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. Support service may be renewed for additional one (1) year terms on the anniversary date of its commencement date by mutual written agreement of the parties or by UKG sending Customer an invoice for the applicable renewal term and Customer paying such invoice prior to the commencement of such renewal term. After the one year initial term of this Agreement, the Service Offerings provided and the Service Coverage period are subject to change by UKG with sixty (60) days advance written notice to Customer. For the initial two (2) renewal years the annual support fee, for the same products and service type, will not increase by more than 4% over the prior year’s annual support fee.
10.3 GOLD SERVICE OFFERINGS
Customer shall be entitled to receive:
(i) Updates for the Software (not including any Software for which UKG charges a separate license fee), provided that Customer’s operating system and equipment meet minimum system configuration requirements, as reasonably determined by UKG. If Customer requests UKG to install such Updates or to provide retraining, Customer agrees to pay UKG for such installation or retraining at UKG’ pricing set forth in this Agreement.
(ii) Telephone and/or electronic access to the UKG 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 UKG holidays.
(iii) Web-based support including access to Software documentation, FAQ’s, access to UKG knowledge base, Customer forums, and e-case management. Such offerings are subject to modification by UKG. Current offerings can be found at https://www ukg com/support-policies-and- services .
(iv) Web-based remote diagnostic technical assistance which may be utilized by UKG to resolve Software functional problems and user problems during the Service Coverage Period.
(v) Access to specialized content as and when made available by UKG such as technical advisories, learning quick tips, brown bag seminars, technical insider tips, SHRM e-Learning, HR Payroll Answerforce and service case studies.
10.4 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, Customers purchasing the Plus option shall receive the services of a dedicated, but not exclusive, UKG Technical Account Manager (“TAM”) for one production instance of the Software. Customers purchasing the Gold-Plus option shall designate up to one primary and one secondary backup technical contacts (“Technical Contacts”) to be the sole contacts with the TAM, while Customers purchasing the Platinum-Plus option shall designate up to two primary and three secondary backup Technical Contacts. Upon request, Customer may designate additional and/or backup Technical Contacts. Customer is required to place all primary Technical Contacts through UKG product training for the Software covered under this Section B at Customer’s expense.
Customers purchasing the Platinum-Plus option shall also receive a one day per year visit to be performed at the Customer location where the Software is installed. During this onsite visit, UKG shall work with Customer to identify ways to help Customer increase functionality or maximize utilization of the Software in Customer’s specific environment. Customer must be utilizing the then-current version of the Software.
10.5 PAYMENT
Customer shall pay annual support charges for the initial term in accordance with the payment terms on the Order Form and for any renewal term upon receipt of invoice. Customer shall pay additional support charges, if any, and time and material charges upon receipt of invoice
10.6 ADDITION OF SOFTWARE
Additional Software purchased by Customer as per the ordering procedure set out in the agreement during the initial or any renewal term shall be added to the Support Services at the same support option as the then current Software support coverage in place under these terms. Customer agrees to pay the charges for such addition as per the Order.
10.7 RESPONSIBILITIES OF CUSTOMER
Customer agrees (i) to provide UKG personnel with full, free and safe access to Software for purposes of support, including use of UKG’ standard remote access technology, if required; (ii) to maintain and operate 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 UKG without prior written authorization from UKG. Failure to utilize UKG’ remote access technology may delay UKG’ response and/or resolution to Customer’s reported Software problem. If Customer requires the use of a specific remote access technology not specified by UKG, then Customer must purchase the Plus option to receive support and provide UKG personnel with full, free and safe access to the remote access hardware and/or software. .
10.8 DEFAULT
Customer shall have the right to terminate UKG support services in the event that UKG is in breach of the support services warranty set forth below and such breach is not cured within fifteen (15) days after written notice specifying the nature of the breach. In the event of such termination, UKG shall refund to Customer on a pro-rata basis those pre-paid annual support fees associated with the unused portion of the support term. UKG reserves the right to terminate or suspend support service in the event the Customer is in default under this Agreement with UKG and such default is Page 731
5 not corrected within fifteen (15) days after written notice. In addition, the support services will terminate and all charges due hereunder will become immediately due and payable in the event that Customer ceases to do business as a going concern or has its assets assigned by law.
10.9 WARRANTY
UKG warrants that all support services shall be performed in a professional and competent manner.
11. UKG SUPPORT SERVICE POLICIES
UKG’ then-current Support Services Policies shall apply to all Support Services purchased and may be accessed at: https://www.ukg.com/support- policies-and-services (“Support Policies”). In the event of a conflict between the Support Policies and this Agreement, the terms of this Agreement shall prevail.
12. TRAINING POINTS
Training Points which are purchased by Customer may be redeemed for an equivalent value of instructor-led training sessions offered by Kronos.
Available instructor-led session, information is available upon request and each session has the Training Points value indicated. Training Points are invoiced when used by the Customer. 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 UKG products and/or services.
13. KNOWLEDGEPASS EDUCATION SUBSCRIPTION:
The parties hereby agree that the following terms shall apply to Customer’s purchase of the UKG KnowledgePass Education Subscription only, if specified on the Order Form:
Scope: The KnowledgePass Education Subscription is available to customers who are licensing UKG’ Workforce Central and iSeries Timekeeper Software products and who are maintaining such products under a support plan with UKG. The KnowledgePass Education Subscription provides access via the internet to certain educational offerings provided by UKG (the “KnowledgePass Content”), including:
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 Customer’s Software Support, and shall renew for additional one (1) year terms provided Customer renews its KnowledgePass Education Subscription as provided below.
Payment: Customer shall pay the annual subscription charge for the initial term of the KnowledgePass Education Subscription in accordance with the payment terms on the Order Form. UKG will send Customer a renewal invoice for renewal of the KnowledgePass Education Subscription at least forty five (45) days prior to expiration of the then current term. KnowledgePass Education Subscription shall renew for an additional one (1) year term if Customer pays such invoice before the end of the initial term or any renewal term.
The KnowledgePass Subscription is available when the Customer subscribe on annual basis.
Limitations: Customer recognizes and agrees that the KnowledgePass Content is copyrighted by UKG. Customer is permitted to make copies of the KnowledgePass Content provided in *pdf form solely for Customer’s internal use and may not disclose such KnowledgePass Content to any third party other than Customer’s employees. Customer may not edit, modify, revise, amend, change, alter, customize or vary the KnowledgePass Content without the written consent of UKG, provided that Customer may download and modify contents of Training Kits solely for Customer’s internal use.
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 Customer employee who completes the TTT Program.
14. INDEMNIFICATION
UKG agrees to indemnify Customer and to hold it harmless from and against any and all claims, costs, fees and expenses (including reasonable legal fees) relating to actual or alleged infringement of United States or Canadian patents or copyrights asserted against Customer by virtue of Customer's use of the Software as delivered and maintained by UKG, provided that: i) UKG is given prompt written notice of any such claim and has sole control over the investigation, preparation, defense and settlement of such claim; and, ii) Customer reasonably cooperates with UKG in connection with the foregoing and provides UKG with all information in Customer's possession related to such claim and any further assistance as reasonably requested by UKG. UKG will have no obligation to indemnify Customer to the extent any such claim is based on the use of the Software with software or equipment not supplied by UKG. Should any or all of the Software as delivered and maintained by UKG become, or in UKG' reasonable opinion be likely to become, the subject of any such claim, UKG may at its option: i) procure for Customer the right to continue to use the affected Software as contemplated hereunder; ii) replace or modify the affected Software to make its use non-infringing; or iii) should such options not be available at reasonable expense, terminate this Agreement with respect to the affected Software upon thirty (30) days prior written notice to Customer. In such event of termination, Customer shall be entitled to a pro-rata refund of all fees paid to UKG for the affected Software, which refund shall be calculated using a five year straight-line depreciation commencing with the date of the relevant Order. Additionally, UKG agrees to be liable for tangible property damage or personal injury to the extent caused by the negligence or willful misconduct of its employees.
15. LIMITATION OF LIABILITY
CUSTOMER'S EXCLUSIVE REMEDIES AND UKG' SOLE LIABILITY FOR ANY UKG BREACH OF THIS AGREEMENT ARE EXPRESSLY STATED HEREIN. EXCEPT AS PROVIDED IN THIS AGREEMENT, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED.
EXCEPT FOR i) UKG' INDEMNIFICATION OBLIGATIONS SET FORTH IN ARTICLE 16 ABOVE; (II) CUSTOMER’S CLAIMS FOR TANGIBLE PROPERTY DAMAGE OR PERSONAL INJURY TO THE EXTENT CAUSED BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF THE Page 732
6 OTHER PARTY’S EMPLOYEES, IN NO EVENT SHALL UKG' OR ITS PARENTS', SUBSIDIARIES', AFFILIATES', OR THIRD PARTY LICENSOR'S
LIABILITY TO A CUSTOMER, HOWSOEVER CAUSED, EXCEED THE VALUE OF THE ORDER WHICH GIVES RISE TO THE CLAIM, AND IN
NO EVENT WILL UKG OR ITS PARENTS, SUBSIDIARIES AFFILIATES OR THIRD PARTY LICENSORS BE LIABLE FOR LOST PROFITS, LOST
DATA OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT OR THE EXISTENCE, FURNISHING, FUNCTIONING OR CUSTOMER’S SPECIFIC USE OF, OR INABILITY TO SO USE, ANY EQUIPMENT, SOFTWARE OR SERVICES PROVIDED FOR IN THIS AGREEMENT.
16. TERMINATION OF ORDER FORM OR SOW
(a) Termination for breach. For any breach of this Agreement by UKG in relation with that Customer which cannot be cured by repair, replacement or re-performance, Customer shall have the right to terminate this the Order Form or applicable SOW upon thirty (30) days prior written notice to UKG, provided UKG has not cured such breach during such thirty (30) day period. Upon such termination, Customer shall be entitled to pursue its remedies at law or in equity subject to the terms of this Agreement. (b) Termination for non-appropriation of funds. Should the funding for the services ordered by Customer be discontinued, Customer shall have the right to terminate the Order Form relating to such services ordered upon a 30 days written advance notice to UKG. In such event, the Customer agrees to pay for the products delivered and the services performed under the terms of the Agreement prior to the receipt by UKG of the termination notice.
Exhibit “E” UKG Statements of Work
UKG Launch UKG Ready Statement of Work
"Confidential"
Exhibit “E” UKG Statements of Work
UKG One View Connect Statement of Work
Exhibit “E” UKG Statements of Work
UKG One View Managed Services and Payments Statement of Work
Exhibit “E” UKG Statements of Work
UKG Pro Pay and People Center Statement of Work
Exhibit “E” UKG Statements of Work
UKG Pro Workforce Management Statement of Work
Exhibit “F” UKG Business Associate Addendum
Exhibit “F” UKG Business Associate Addendum
Exhibit “G” Terms of Use for MyPeopleDoc (UKG Employee Vault)
Terms of Use for MyPeopleDoc® (UKG Employee Vault)
PREAMBLE:
Welcome to MyPeopleDoc (UKG Employee Vault)
These Terms of Use (hereinafter referred to as the “Terms of Use”) are intended to define the contractual relationship between PeopleDoc SAS, a UKG entity (hereinafter “UKG”) and the natural person (hereinafter the “User” or “Users”) who creates a MyPeopleDoc® account for file management as described below.
The employer has entered into a services agreement with UKG or one of the UKG affiliates to distribute HR documents, as defined below, via your MyPeopleDoc® account (“Services”). By reading and accepting these Terms of Use, User agrees to activate your MyPeopleDoc® account and receive HR Documents from your Employer via your MyPeopleDoc® account.
The Services are provided by PeopleDoc SAS, a company incorporated and operating under the laws of France, whose registered office is located at 53 rue d’Hauteville, 75010 Paris, France.
To use MyPeopleDoc®, the User must: (i) have full legal capacity (acts performed by minors, according to applicable law, will be performed under the responsibility and control of their legal guardian); (ii) read and accept these Terms of Use.
1. DEFINITIONS
“Employer” refers to the entity that entered into a services agreement with any UKG affiliate for the purpose of distributing HR Documents and that User authorises to issue HR Documents to the MyPeopleDoc® account based on the “Account” settings.
“Files” refers to HR Documents and Personal Files as defined below.
“HR Documents” refers to documents sent by the Employer into the MyPeopleDoc® account in the context of the HR Documents distribution service for which UKG was engaged and for which User has registered by accepting these Terms of Use.
“MyPeopleDoc®” or “Account” refers to the secure personal space operated by UKG, allowing the User to receive, store, share, organise, manage, view and delete HR Documents as well as upload, store, view, organise, manage, share and delete Personal Files.
“Personal Data” refers to any information concerning an identified or identifiable natural person.
An “identifiable natural person” is a natural person who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, online identifier or to one or more factors specific to the identity of that natural person.
“Personal Files” refers to the files that User uploads directly into the MyPeopleDoc® account.
Exhibit “G” Terms of Use for MyPeopleDoc (UKG Employee Vault)
“Services” refers to the file management services provided by UKG to the User via the MyPeopleDoc® account after Users’ acceptance of these Terms of Use.
“Terms of Use” refers to the terms and conditions of the Services including any document attached to these terms of use, as well as any amendments thereto.
“User” or “Users” refers to any natural person with full legal capacity who has created a MyPeopleDoc® account.
2. SCOPE OF THE TERMS OF USE
These Terms of Use will define the relationship between UKG and the User, concerning access to and use of MyPeopleDoc® and setting out rights and obligations for both parties, inter alia, regarding the Files (such as electronic payslips and any other HR Documents sent to the User by the Employer; and the Personal Files that User may choose to upload to MyPeopleDoc®), back-ups and the processing of Personal Data performed within the framework of the Services.
3. ACTIVATION OF THE ACCOUNT
To activate the MyPeopleDoc® Account, Users must first register with their personal email address, and accept the Terms of Use by ticking the box intended for account activation at the time of the registration.
4. OVERALL DESCRIPTION OF MyPeopleDoc®
To create a MyPeopleDoc® Account, Users shall receive an invitation from the Employer, which enables them to register. As defined above, MyPeopleDoc® is a secure personal space operated by UKG allowing the User to receive, store, share, organise, manage, view and delete HR Documents from the Employer. Additionally, Users may upload, store, view, organise, manage, share and delete Personal Files.
4.1. When registering with UKG to create a MyPeopleDoc® Account, we strongly advise the User to use their personal email address. Once the MyPeopleDoc® Account is activated, the User’s personal email address will make it easier for the User to manage their secure personal space, and they can keep their Account even after changing employers. MyPeopleDoc® allows the User to:
- Receive HR Documents from the Employer(s) (whether current or future) to whom the User has given prior permission. The User will be notified when HR Documents are made available, at the email address used for MyPeopleDoc® Account activation; - Link the User’s Account to one or more Employers. Employer may send any type of HR Document on either an automated and regular basis or a manual and ad-hoc basis; - Upload, store, rename, view, share, organise and delete Personal Files in a personal storage space (limited to a storage capacity of 10 Gigabytes);
- Share Files with third parties by creating sharing spaces in “Shared Folders”; - Delete documents that User no longer wants to keep, via the “bin” functionality.
4.2. UKG understands the importance of the confidentiality of HR Documents and Personal Files.
Therefore, UKG implements safeguards to protect the confidentiality, integrity and availability of said Files, and does not share said Files. The User is the only person who can grant access to Files.
4.3. Management settings in the User’s Account (including the type of Files, the choice to unsubscribe, as well as a record of the dates and times that these settings are modified) may be sent to the Employer as part of the HR Documents distribution service for which UKG was engaged.
5. DATA PROTECTION
UKG’s general Privacy Notice is available here. Below, Users will find specific data protection provisions related to the MyPeopleDoc® Account.
5.1. Identity and the contact details of the controller
PeopleDoc SAS (UKG)
53 rue d’Hauteville
75010 Paris
France
5.2. Contact details of our data protection officer
[email protected]
or
PeopleDoc SAS (UKG)
For the Attention of the Data Protection Officer
53 rue d’Hauteville
`75010 Paris
France
5.3. Purposes and legal basis of the processing
5.3.1. Users’ Personal Data is processed in the context of providing the MyPeopleDoc® Services for the following purposes:
- To ensure logging on to and activation of MyPeopleDoc® Account; - To enable the User and Employer to exchange HR Documents; - To enable the User to store the Files;
- To ensure that the User receives notifications about certain account activity, such as an email when the User receives a new HR Document;
- To ensure that the User receives SMS, when two-factor authentication is active; - To ensure access to UKG’s user support; and
- To enable other functionalities and features related to MyPeopleDoc® Account.
5.3.2. In addition, UKG stores the following Personal Data to maintain an active MyPeopleDoc® Account:
- Email address;
- First name and surname;
- IP addresses and operating systems information (“latest account activity” feature); - Phone number (only stored when SMS is used as means for “Multi-Factor Authentication”).
5.3.3. The legal basis for processing Personal Data is the legitimate interest of a third party, the Employer, as further explained below.
5.4. Legitimate interests pursued by the Employer
5.4.1. MyPeopleDoc® is provided to the User by choice of the Employer, as a benefit. It is the User’s choice whether or not to create a MyPeopleDoc® Account. Once created, the MyPeopleDoc® Account allows the User to receive HR Documents directly from the Employer. If the User elects not to create a MyPeopleDoc® Account, User will not receive HR Documents electronically.
5.4.2. The Employer has a legitimate interest in providing a MyPeopleDoc® Account in order to:
comply with legal requirements; increase the transition from paper to digital and enhance HR procedures. UKG pursues these same legitimate interests on behalf of the Employer when processing the Files, to assure alignment and quality of the services delivered.
5.4.3. When balancing these interests with the User’s rights, such rights will not be interfered with, because the processing of User’s Personal Data is limited to the purposes described in the Privacy Notice. The User’s rights (such as erasure and access) are always guaranteed.
5.5. Transfer of Personal Data
UKG is authorised to use sub-processors. Some sub-processors may be located in countries that are not within the EEA, provided that such transfers comply with applicable European or national regulations relating to Personal Data.
To learn more about location and data transfers, please visit our Transparency Site HERE here.
5.6. Data retention and duration
5.6.1. Upon registering, the User can receive HR Documents from their current (and future) Employers.
5.6.2. The User will no longer receive HR Documents from an Employer whenever any of the following occurs:
- The User-Employer relationship ends; or the Employer ceases to send the User HR Documents, for any reason whatsoever; or
- The MyPeopleDoc® Account is deleted, either by the User or by UKG.
5.6.3. Subject to the provisions below, the User may retain the MyPeopleDoc® Account indefinitely and continue using the account for their Personal Files.
5.6.4. The User may continue to access the Account Files at the address www.mypeopledoc.com , or at any other substitute address which will be communicated by UKG, using the same logon and password.
6. ACTIVITY RECORD
6.1. UKG logs the User’s activity within their MyPeopleDoc® Account for security purposes, especially so that it may identify any third-party access to the Account that occurs without their knowledge.
Activity logs may be held in an identifiable form by UKG for no more than one (1) year and shall be permanently destroyed when the MyPeopleDoc® Account is deleted.
6.2. To learn more about the User’s activity record, please refer to our support article here.
7. USER’S RIGHTS
7.1. Access and rectification
7.1.1. The User can view, rectify and download all information in their MyPeopleDoc® Account at all times and from any device. User can also write directly to [email protected] or to PeopleDoc SAS, 53 rue d’Hauteville, 75010 Paris, France.
7.1.2. The User acknowledges that upon downloading a HR Document from MyPeopleDoc®, the contents of the HR Document may be modified and/or compromised as UKG will no longer be able to ensure the integrity of the downloaded HR Document.
7.2. Security
7.2.1. UKG will implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, taking into account:
- the state of the art in IT security;
- the costs of implementation;
- the nature, scope, context and purposes of the processing; and - the risks affecting the User’s rights.
7.2.2. UKG will, to the best of its ability, comply with the following obligations regarding its staff:
- Not to make any copies of Files, except as necessary for the provision of the Services; - Not to use the Files for any purposes other than those specified in the Terms of Use; - Not to disclose the Files to any third parties, irrespective of whether these are public or private persons, individuals or legal entities, without the User’s prior authorisation, unless otherwise provided under applicable law;
- To take any and all useful measures to avoid all fraudulent use of these Files during their storage within MyPeopleDoc®; and
- To take any useful security measures, particularly concerning hardware security, to ensure the safekeeping and integrity of Files during their storage within MyPeopleDoc®.
7.2.3. Multi-Factor Authentication: As another layer to secure the Account, MyPeopleDoc® provides the option of two-factor authentication. We strongly recommend that the User activate this feature as soon as the User creates the MyPeopleDoc® Account. Click here for more information.
7.2.4. hCaptcha: UKG uses hCaptcha: to secure MyPeopleDoc® Accounts from malicious events (e.g. ransomware etc). This service allows UKG to determine whether logons are made by natural persons or automated processing. This service functionality includes sending IP addresses and any other data required by hCaptcha. More information about hCaptcha’s data privacy policies can be found at https://www.hcaptcha.com/privacy .
7.2.5. The User will be the only person responsible for the risks associated with the disclosure or misuse of the logon details and password. UKG strongly recommends that Users do not share their logon information and passwords with any third party.
8. USERS’ OBLIGATIONS
8.1. Users’ Personal Files. The User warrants that the Personal Files as defined above shall not (i) give rise to civil or criminal liability, e.g. defamatory, threatening, pornographic, indecent, abusive, libellous or
otherwise objectionable actions; (ii) violate or infringe upon any third-party right, including any intellectual property right or right of privacy, or that abuses, harasses or stalks any other person; or (iii) initiate any kind of attack, virus or other harmful or detrimental computer code, file or program UKG shall not be held liable for illegal content stored in the MyPeopleDoc® Account and reserves the right to suspend any account that breaches these provisions, and therefore suspend any associated access.
8.2. Illegal content notification. Any User who becomes aware of the existence of illegal content in MyPeopleDoc® must alert UKG via UKG’s support feature, so that UKG can take the necessary steps to manage and remedy the situation, in accordance with applicable laws. For example, UKG should be made aware of the following offences:
- Advocacy for crimes against humanity and war crimes;
- Terrorism and/or advocacy of terrorism;
- Incitement to discrimination, hatred or racial violence; - Child pornography; and
- Messages of a violent or pornographic nature or of a nature likely to seriously violate human dignity, when the message is likely to be seen or perceived by a minor.
9. COSTS OF MyPeopleDoc®
MyPeopleDoc® is free of charge to Users. Nevertheless, all Internet connection charges shall be borne by the User, under the conditions set forth by their Internet provider, as well as the cost of any tools necessary to view or read stored Files.
10. CONDITIONS FOR RECEIVING AND READABILITY OF HR DOCUMENTS
10.1. Depending on the settings chosen by the Employer, the User accepts to receive all or part of the HR Documents electronically transmitted to the MyPeopleDoc® Account. In this case, HR Documents will be sent to the User’s account in PDF format or any other format compliant with current standards.
10.2. As technology evolves, UKG will regularly verify that stored HR Documents remain readable using at least one available market-standard software, and correspond to a universal format. If technological changes make it impossible to read stored HR Documents in their original format, UKG will migrate to a new readable format, at its own expense, using a software that is standard at the time of migration.
11. SERVICE LEVEL
11.1. In the context of controlled access, MyPeopleDoc® will be accessible 24/7, with availability subject to maintenance periods. UKG will ensure maximum service availability to the best of its ability.
11.2. A user support service will also be made available to Users, free of charge, at the following address: https://hrsd-peopledoc.ukg.com/ . This service will be available on business days, Monday to Friday during working hours (9.30 am to 6.30 pm CET).
11.3. Access to MyPeopleDoc® may be subject to certain functionality restrictions depending on operating and maintenance requirements. In the event of an emergency or material breach and as a last resort, the User’s access to MyPeopleDoc® may be temporarily interrupted for any urgent maintenance operations that UKG may perform.
11.4. In the event of any planned or unplanned outages of MyPeopleDoc®, User will be informed with a message upon logon to the MyPeopleDoc® Account.
12. LIABILITY FOR MyPeopleDoc®
12.1. UKG commits to ensuring access to HR Documents, as well as their readability, their integrity and their confidentiality, in the best possible conditions available at any given time.
12.2. To the fullest extent permitted by applicable law, UKG shall not be held liable for any indirect harm, such as loss of revenue or interest, that the User might suffer. UKG is not liable for any malfunctions or problems in accessing the MyPeopleDoc® Account following events of force majeure, as defined by applicable laws and jurisprudence.
12.3. Furthermore, UKG shall not be held liable for unauthorised access by a third party to the User’s MyPeopleDoc® Account, when such access is obtained using the User’s access code or the email linked to their MyPeopleDoc® Account. In this event, should the User request to block access to their Account, and until UKG issues a new access code, access will be temporarily suspended.
12.4. Moreover, UKG shall not be liable for the content of the Files uploaded or stored in User’s MyPeopleDoc® Account.
13. INTELLECTUAL PROPERTY AND LICENCE
13.1. Licence. UKG grants the User a personal, non-exclusive, non-transferable and non-assignable worldwide licence to access and use MyPeopleDoc®, limited to the services subscribed to by the Employer, subject to other provisions of these Terms of Use. The User acknowledges that they have no rights whatsoever to the object and source codes of the Services and MyPeopleDoc® which are and shall remain the exclusive property of UKG.
13.2. User Restrictions on Intellectual Property. The User shall not: (i) access or use the Services in any manner or for any purpose other than expressly permitted by these Terms of Use; (ii) change, modify or otherwise create works based on all or any portion of the Services; (iii) modify, disassemble, decompile or reverse engineer any part of the Services or apply any other process or procedure that shall infringe UKG’s rights (except solely to the extent permitted by applicable law); (iv) access or use the Services in a way intended to avoid exceeding usage limits or quotas; (v) use the Services in order to build a similar or competitive application or service; (vi) change or remove any disabling mechanism or avoid any technical protection measures associated with the Services, or otherwise use any tool to enable features or functionalities that are otherwise disabled; or (vii) remove or change any proprietary notices (e.g. copyright and trademark notices) involving the Services.
14. TERM AND TERMINATION
14.1. Term. These Terms of Use come into effect: (i) for new Accounts, as of the activation of the User’s Account (the “Effective Date”), by ticking the box intended for this purpose, as set forth in Section 3 above; or (ii) in case of an update of these Terms of Use, for existing Accounts, 45 days after it is available online as further indicated under Section 16.
14.2. Termination by the User. The User has the right to terminate these Terms of Use by deleting the MyPeopleDoc® Account via the available function. Upon receiving the deletion request, UKG commits to promptly deleting the Account, in all circumstances, within no later than forty (40) days.
14.3. Suspension and Termination by UKG. UKG may suspend the Services, at its discretion, effective immediately if Users do not comply with their obligations and particularly Section 8 of the Terms. UKG may terminate the Services at its discretion, effective immediately: (i) upon written notice to the User if the User breaches these Terms of Use and does not substantially cure the breach within seven (7) days; or (ii) if the MyPeopleDoc® Account is inactive for more than twelve (12) months and no longer contains any Files. In such case, UKG may send a notice of closure to the email address that the User provided when creating the Account. If the User does not respond to the notice of closure within thirty (30) days, UKG will consider the Account abandoned and will proceed with deletion.
14.4. Effects of Termination by the User. By deleting the MyPeopleDoc® Account, the User recognises that all the Files and all associated data will be permanently deleted. Therefore, the User must download any Files stored in the MyPeopleDoc® Account, by selecting the Files and clicking “download”, that they might need prior to initiating the procedure to delete the Account.
Once deleted, the Account cannot be reactivated or restored.
15. WHAT HAPPENS TO THE USER’S ACCOUNT IF THE USER PASSES AWAY – LEGACY CONTACT
15.1. The User can choose to either appoint a legacy contact to look after their Account upon passing or have the Account permanently deleted. UKG strongly suggests setting a legacy contact so that the MyPeopleDoc® account can be managed. The User can contact https://hrsd- peopledoc.ukg.com/ and inform UKG of their choice.
If the User has not appointed a legacy contact, the Account will remain active until UKG is notified of the passing upon receipt of an original certificate of death issued by a competent authority. Rightful heirs and/or third parties related to succession procedures may gain access to the Account in order to retrieve Files for succession purposes. To gain access to the Files, proof of relationship with the User’s succession may be requested.
16. CHANGES IN MyPeopleDoc® AND THESE TERMS OF USE
16.1. UKG reserves the right to adapt or modify the range of services offered in MyPeopleDoc®.
Any change shall come into effect on the date it is uploaded and made available online.
16.2. UKG reserves the right to amend these Terms of Use. Any change will come into effect and will be applicable 45 days after it is made available online. User shall be notified of any such changes upon their next logon to MyPeopleDoc® following the update and before the User can proceed with using the Account. Changes will be applicable to all Users.
16.3. If the User does not agree with the new version of these Terms of Use, the User must delete the MyPeopleDoc® Account. Prior to deleting the Account, the User is recommended to download the Files that they wish to keep. As stated in clause 14.4, by deleting the MyPeopleDoc® Account, the User recognises that all the Files and all associated data will be permanently deleted.
17. GENERAL
17.1. Language. These Terms of Use have been established in several languages. The version that has priority for interpreting these Terms of Use shall be the English language version.
17.2. Assignment. UKG reserves the right to transfer these Terms of Use, and thus the contractual relationships related, to any third party of its choice.
17.3. Subcontracting. UKG reserves the right to subcontract to any other company of its choice all or part of the Services. UKG shall remain solely liable to the User and shall be responsible for taking action against its defaulting sub-contractors.
17.4. Applicable Law. Without any prejudice to any applicable law for the maintenance of public order and/or any applicable international public order provision, these Terms of Use shall be governed by the law of the country where the User has their habitual residence, without regard to its rules on conflict of law.
17.5. Mediation. As applicable, the User may submit any dispute that may arise in connection with the interpretation, validity or execution of these Terms of Use to mediation. Said mediation shall be requested from FEVAD (Fédération du e-commerce et de la vente à distance) (Fédération du e-commerce et de la vente à distance) with the following contact details BP 20015 - 75362 Paris Cedex 8- - http://www.mediateurfevad.fr . Following a prior written request from users to the UKG, the Mediation Service may be contacted for any unresolved consumer dispute.
To find out how to contact the mediator, visit
https://www.mediateurfevad.fr/index.php/espace-consommateur-2 . Where possible and permitted by local regulations, the parties agree to bear half the costs of mediation. The parties also agree to cooperate with each other to the fullest extent necessary to find an amicable solution. The parties agree to keep strictly confidential all exchanges, letters or documents that take place during the mediation procedure.
17.6. Jurisdiction. In the absence of an amicable agreement or a settlement, the parties expressly grant exclusive jurisdiction to the competent courts in the User’s jurisdiction in case of a dispute relating to the interpretation, validity or execution of these Terms of Use.
SPECIAL CONDITIONS APPLICABLE BY JURISDICTION:
FRANCE
SPECIFIC CONDITIONS FOR THE DELIVERY OF PAYSLIPS IN FRANCE
1. USERS’ RIGHTS CONCERNING PAYSLIPS
The Employer will choose between the two options below as ways of obtaining Users’ agreement for the set-up of the service of electronic distribution of payslips (“Distribution”), as follows: (i) the Employer decides to obtain the User’s consent prior to setting up said service (“Opt-in”); or (ii) the Employer decides to give the User the opportunity to refuse the Distribution (“Opt-out”).
● With prior consent (Opt-in)
If the Employer chooses to collect the User’s consent before setting up the Distribution, the User agrees that payslips will be delivered electronically by accepting these Terms of Use.
If the User decides to revoke their consent thereafter, the User may do so at any time by configuring their Account settings. The Employer shall comply with the User’s request (i.e. resumption of the delivery of hard-copy payslips) as quickly as possible, and no later than three (3) months following receipt of said request.
● Digital payslip by default (Opt-out)
If the Employer chooses to set up the electronic distribution of payslips by default, the User will have one (1) month from the date of receipt of the notice from the Employer to refuse the Distribution before the first payslip is delivered electronically. The User can inform the Employer that they refuse the Distribution, either via MyPeopleDoc® or any other method that can be duly dated (e.g. directly addressing the Employer).
Following this (1) month retraction period and once the Distribution is established, two scenarios may occur:
⇒ In the absence of prior User’s objection, payslips will be distributed electronically in the Account. ⇒ In the event of prior User’s objection, the activation of the Account entails acceptance of the Distribution.
In each scenario, the User has the option of revoking their consent at any time via MyPeopleDoc® or any other method that can be duly dated (e.g. directly addressing the Employer). The Employer shall comply with the User’s request (i.e. resumption of the delivery of hard-copy payslips) as quickly as possible, and no later than three (3) months following receipt of said request.
The Employer may decide that the option to return to paper payslips, as described above, will not be available in the Account settings. In this case, the User must submit their request directly to the Employer.
2. PAYSLIP RETENTION PERIOD
Payslips will be stored in MyPeopleDoc® for at least fifty (50) years from the date they are first stored, even if the User subsequently decides to revert to receiving hard-copy payslips. During this payslip retention period, the User will be free to view, print, download and/or share payslips.
The provisions of this article will continue to be valid after the expiry of these Terms of Use.
3. IF UKG CEASES TRADING
In the event that the Services are discontinued because UKG ceases trading, Users will be notified at least three (3) months prior to the definitive cessation of service. During this period, Users will be able to retrieve/download all the Files stored in their Account without needing to perform complex or repetitive actions, and in a structured electronic format that is commonly used.
SPECIFIC CONDITIONS ABOUT MEDIATION
Mediation regarding any dispute arising in connection with these Terms of Use shall be requested from FEVAD (Fédération du e-commerce et de la vente à distance) (Fédération du e-commerce et de la vente à distance) with the following contact details BP 20015 - 75362 Paris Cedex 8- - http://www.mediateurfevad.fr .
GERMANY
1. LIABILITY
The following sentence of Section 12.2 above:
“To the fullest extent permitted by applicable law, UKG shall not be held liable for any indirect harm, such as loss of revenue or interest, that the User might suffer. UKG is not liable for any malfunctions or problems in accessing the MyPeopleDoc® account following events of force majeure, as defined by applicable laws and jurisprudence.”
Is exchanged by:
112.2 (a) UKG’s Liability for Slight Negligence
If a breach by UKG of these Terms of Use is due to UKG’s slight negligence, UKG will only be liable to the User for damages if UKG has breached an essential obligation which means an obligation the performance of which is a necessary prerequisite for the proper performance of the Services or the violation of which jeopardises the purpose of these Terms of Use, and the User could legitimately rely upon its fulfilment by UKG. UKG’s liability shall be limited in this case to the damages that have been foreseeable as of the time when these Terms of Use were entered into and which can typically arise in connection with these Terms of Use.
12.2 (b) UKG’s Liability for Indirect Damages
Subject to Section 12.2(c), UKG shall only be liable for any indirect, incidental, consequential or special loss or damages (including but not limited to loss of profits, interruption of Service, loss of business, business opportunity or anticipated savings, or harm to reputation), to the extent that such losses have been foreseeable as of the time when these Terms of Use were entered into and which can typically arise in connection with these Terms of Use. The same applies for UKG’s liability for the procurement of substitute services.
12.2(c) Exceptions
Nothing in these Terms of Use limits or excludes UKG’s liability (a) for death, bodily injury or injury of health arising out of its negligence or that of its vicarious agents, (b) for losses suffered as a result of gross negligence or wilful misconduct, or (c) for losses that cannot be limited or excluded by law, in particular the liability under the German Product Liability Act (Produkthaftungsgesetz).
Last revision: October 2022