Richmond City Council
November 4, 2025

2 2024.03.21

 UKG will schedule continuous virtual sessions with Customer each year. • ES Analytics Assessment
o Discuss analytics tools, UKG Pro People Analytics usage, current challenges, areas of interest and short and long term goals for analytics.
o Provide overview of current UKG Pro People Analytics security set up. Review best practices for administering and maintaining UKG Pro People Analytics security. o Review analytics requirements and key metrics.
o Review how report inventory is managed, how requirements can be gathered and best practices for fulfilling needs quickly and effectively.
o Provide recommendations for using analytics tools to maximize efficiency, including design/tuning considerations for any long-running reports.
o Provide and prioritize recommendations based on Customer feedback and UKG’s recommendations.
o Assumptions:
 UKG. will review analytics for activated and deployed modules only.  UKG will schedule virtual sessions with Customer every contract year  New reports will be submitted and developed via standard services request or under the ES Analytics Development Services program.
 If in depth technical or functional knowledge transfer is required beyond this assessment, a service request will be required.
• General Assumptions for UKG Pro Extended Services – ES Optimization:
o Only data and information from the Subscription Services will be the basis for the ES Optimization program.
o UKG will perform the ES Optimization virtually.
o UKG will review and analyze for activated and deployed modules only. o UKG Pro Extended Services shall be provided to Customer for only the services as set forth in this Services Description. Any services outside of the scope of this Services Description will require a more extensive evaluation and update(s). Customer will be responsible for submitting a support case or Service Request to complete these efforts.
o Customer will provide the requisite level of support and participation throughout the program. o If Customer has a test environment, UKG will work with Customer to utilize the test environment prior to the Customer updating their production environment.
o Custom development or any work designated outside of the scope of this Services Description, are not included, unless expressly noted. If identified, these will be priced and completed under a separate request(s).
o Highly recommended that Customer has completed related UKG training courses for general overall solution knowledge.

3. UKG Pro Extended Services – Tailored Optimization (“ES Tailored Optimization”) (includes ES Assessment and ES Analytics Assessment ONLY and only One (1) of the following (which shall be set forth in the Order):

ES Benefits, ES Year-End, and ES Security and System Administration)

If ES Tailored Optimization is ordered by Customer, UKG will provide Customer with the following:

ES Tailored Optimization
• ES Assessment
o An assessment of the Customer’s use of key core Subscription Services functional areas will determine topics of focus/review for each annual engagement period. Additional/New functional areas and topics can be evaluated and added each subsequent year. o Provide a general overview of standard delivered system functionality as it relates to how the Customer is utilizing said functionality.
o Provide analysis and recommendations to optimize Subscription Services configuration. o Guide customers through making recommended configuration changes to standard delivered solution functionality which are approved in writing by Customer only. o Document specific configuration recommendations including any updates completed. o Assumptions:
 UKG will review configuration for activated and deployed modules only.  Employee Self-Service and Manager Self-Service are activated and deployed.  UKG will schedule continuous virtual review sessions with Customer each year.

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 Customer shall provide the necessary resources to complete the recommended optimization improvements.
• ES Analytics Assessment
o Discuss analytics tools, UKG Pro People Analytics usage, current challenges, areas of interest and short and long term goals for analytics.
o Provide overview of current UKG Pro People Analytics security set up. Review best practices for administering and maintaining UKG Pro People Analytics security. o Review analytics requirements and key metrics.
o Review how report inventory is managed, how requirements can be gathered and best practices for fulfilling needs quickly and effectively.
o Provide recommendations for using analytics tools to maximize efficiency, including design/tuning considerations for any long-running reports.
o Provide and prioritize recommendations based on Customer feedback and UKG recommendations. o Assumptions:
 UKG will review Analytics for activated and deployed modules only.  UKG will schedule virtual sessions with Customer every contract year.  New reports will be submitted and developed via standard services request or under the ES Analytics Development Services program.
 If in depth technical or functional knowledge transfer is required beyond this assessment, a Service Request will be required.
• General Assumptions for ES Tailored Optimization:
o Only data and information from the Subscription Services will be the basis for the ES Tailored Optimization program.
o UKG will perform the Optimization Services virtually. o UKG will review and analyze for activated and deployed modules only. o Extended Services shall be provided to Customer for only the services as set forth in this Services Description. Any services outside of the scope of this Services Description will require a more extensive evaluation and update(s). Customer will be responsible for submitting a support case or Service Request to complete these efforts.
o Customer will provide the requisite level of support and participation throughout the program. o If Customer has a test environment, UKG will work with Customer to utilize the test environment prior to the Customer updating their production environment. o Custom development or any work designated outside of the scope of this Services Description are not included, unless expressly noted. If identified, these will be priced and completed under a separate request(s).
o Highly recommended that Customer has completed related UKG training courses for general overall solution knowledge.

ES Tailored Optimization will also include one of the following: ES Benefits, ES Year End, or ES Security and Systems Administration. Customer’s selection will be set forth in the Order. See corresponding section below for additional information on the selected service.

4. UKG Pro Extended Services – Analytics Assessment and Development (“ES Analytics Assessment and Development”)
(includes ES Analytics Assessment and ES Analytics Development)

If ES Analytics Assessment and Development is ordered by Customer, UKG will provide Customer with the following:

ES Analytics Assessment and Development
• ES Analytics Assessment
o Discuss analytics tools, customer People Analytics usage, current challenges, areas of interest and short and long term goals for analytics.
o Provide overview of current People Analytics security set up. Review best practices for administering and maintaining People Analytics security. o Review analytics requirements and key metrics.
o Review how report inventory is managed, how requirements can be gathered and best practices for fulfilling needs quickly and effectively.

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o Provide recommendations for using analytics tools to maximize efficiency, including design/tuning considerations for any long-running reports.
o Provide and prioritize recommendations based on Customer feedback and UKG recommendations.
o Assumptions:
 UKG will review Analytics for activated and deployed modules only.  UKG will schedule virtual sessions with Customer every other contract year  New reports will be submitted and developed under Analytics Development Services portion of service which includes 5 artifacts included with the Analytics Assessment and 10 reports every other contract year.
 If in depth technical or functional knowledge transfer is required beyond this assessment, a Service Request will be required.
• ES Analytics Development as set forth in Section 8 below.

5. UKG Pro Extended Services – Tailored Optimization and Analytics Development (“ES Tailored Optimization and Analytics Development”)
(includes ES Assessment, ES Analytics Assessment and ES Analytics Development)

If ES Tailored Optimization and Analytics Development is ordered by Customer, UKG will provide Customer with the following:

ES Tailored Optimization and Analytics Development

• ES Assessment
o An assessment of the Customer’s use of key core UKG Pro functional areas will determine topics of focus/review for each annual engagement period. Additional/New functional areas and topics can be evaluated and added each subsequent year.
o Provide a general overview of standard delivered system functionality as it relates to how the Customer is utilizing said functionality.
o Provide analysis and recommendations to optimize Subscription Services configuration. o Guide customers through making recommended configuration changes to standard delivered solution functionality which are approved in writing by Customer only. o Document specific configuration recommendations including any updates completed. o Assumptions:
 UKG will review configuration for activated and deployed modules only.  Employee Self-Service and Manager Self-Service are activated and deployed.  UKG will schedule continuous virtual review sessions with Customer each year.

Customer shall provide the necessary resources to complete the recommended optimization improvements.
• ES Analytics Assessment
o Discuss analytics tools, People Analytics usage, current challenges, areas of interest and short and long term goals for analytics.
o Provide overview of current People Analytics security set up. Review best practices for administering and maintaining People Analytics security. o Review analytics requirements and key metrics.
o Review how report inventory is managed, how requirements can be gathered and best practices for fulfilling needs quickly and effectively.
o Provide recommendations for using Analytics tools to maximize efficiency, including design/tuning considerations for any long-running reports.
o Provide and prioritize recommendations based on Customer feedback and UKG recommendations.
o Assumptions:
 UKG will review Analytics for activated and deployed modules only.  UKG will schedule virtual sessions with Customer during initial contract year and quarterly sessions thereafter.
 If in depth technical or functional knowledge transfer is required beyond this assessment, a Service Request will be required.

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• ES Analytics Development as set forth in Section 8 below. • General Assumptions for UKG Pro Extended Services – Tailored Optimization and Analytics Development:
o Only data and information from the Subscription Services will be the basis for the ES Optimization program.
o UKG will perform the ES Tailored Optimization and Analytics Development virtually. o UKG will review and analyze for activated and deployed modules only. o UKG Pro Extended Services shall be provided to Customer for only the services as set forth in this Services Description. Any services outside of the scope of this Services Description will require a more extensive evaluation and update(s). Customer will be responsible for submitting a support case or Service Request to complete these efforts.
o Customer will provide the requisite level of support and participation throughout the program. o If Customer has a test environment, UKG will work with Customer to utilize the test environment prior to the Customer updating their production environment. o Highly recommended that Customer has completed related UKG training courses for general overall solution knowledge.

6. UKG Pro Extended Services – Year End (“ES Year End”)

If ES Year End is ordered by Customer, UKG will provide Customer with the following:

• ES Year End
o Review Customer’s current quarterly and year-end preparation processes, review delivered standard reports that help audit for items such as negative wages, company wage and tax information, review yearend paid time off rollover policies, special year end payments, payroll calendar, deductions, Affordable Care Act (“ACA”) impacts, related workflows, company/employee data update processes, as well as Customer organization changes or business processes that could impact Year -End planning.
• Provide guidance for the configuration of Subscription Services rules for optimal set up. o Provide guidance and recommendations to the Customer for quarter-end wage and tax reporting and processing (ex. auditing wage and tax data, scheduling special payrolls, goal resets). o Provide guidance and recommendations to the Customer toward the completion of open activities that impact Year -End, including extending payroll calendars, scheduling special payrolls (ex. bonuses, stock -options, etc.), verifying and updating employee data, Year End disposition of Accruals (resets, payouts, roll-over), reconciliation of wage and tax data and the distribution of Year- End forms and specific configuration recommendations, including any updates completed. o Share best practices around planning and preparation and utilizing other UKG resources to accomplish tasks year-end tasks as needed.
o Assumptions:
 This is year-round service with key lead times identified. This ES Year -End service must be in effect at least three (3) months prior to Customer’s year end date to allow UKG adequate time to deliver the ES Year-End services for the current year end. For customers who enroll mid-year, UKG will make a reasonable effort to meet customer’s timelines, and a consolidated approach and/or limited scope may be utilized for the first year only.  Customer uses Subscription Services for payroll processing.  Employee self-service and manager self -service are configured with administrator/payroll access to the UKG Tax Quarter End/Year End gateways in the Subscription Services.  UKG will schedule virtual sessions with Customer on an annual basis.  Customer validates the following provided by UKG:
* current list of all pay codes that are used with special payments * listing of tax jurisdictions and locations
* payroll start, stop and pay dates for last pay and first pay of the year * current list of PTO plans
* current payroll calendar
• General Assumptions for ES Year End:

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o Only data and information from the Subscription Services will be the basis for the ES Year -End program.
o UKG will perform the Optimization Services virtually. o UKG will review and analyze for activated and deployed modules only. o UKG Pro Extended Services shall be provided to Customer for only the services as set forth in this Services Descriptions. Any services outside of the scope of this Services Description will require a more extensive evaluation and update(s). Customer will be responsible for submitting a support case or Service Request to complete these efforts.
o Customer will provide the requisite level of support and participation throughout the program. o If Customer has a test environment, UKG will work with Customer to utilize the test environment prior to the Customer updating their production environment.
o Custom development or any work designated outside of the scope of this Services Description are not included, unless expressly noted. If identified, these will be priced and completed under a separate request(s).
o Highly recommended that Customer has completed related UKG training courses for general overall solution knowledge.

7. UKG Pro Extended Services – Benefits Services (“ES Benefits Services”)

If ES Benefits Services is ordered by Customer, UKG will provide Customer with the following:

• ES Benefits
o Review Customer’s current open enrollment configuration, anticipated plan/vendor/organizational changes, planned open enrollment period(s), life events setup/utilization, company-level benefits and employee maintenance processes.
o Review Customer’s current benefit plans, new benefit plans to be offered including rates, dates and employee population to receive new benefit plan, effective dating requirements, benefit plan changes that may impact ACA reporting, existing 3
rd party interface requirements, company/employee level data update strategy and any Subscription Services workflows specific to open enrollment and/or life events.
o Provide guidance for the configuration of Subscription Services rules for optimal plan setup. o Assist Customer with Open Enrollment and Life Events configuration. o Provide guidance to the Customer for validation and completion of open activities that impact Open Enrollment and Life Events, including company/employee data, validation and testing of session. o Deliver a maximum of three (3) updates to existing interfaces each year that require maintenance changes as a result of the effort. Updates to interfaces will be coordinated with the appropriate partner department.
o Assumptions:
 This service is designed as a year -round service with key lead times identified. This ES Benefits service will be in effect at least three (3) months prior to Customer’s Open Enrollment date to allow UKG adequate time to deliver ES Benefits services for the current year’s Open Enrollment/Life Events period. For customers who enroll mid-year, UKG will make a reasonable effort to meet customer’s timelines, and a consolidated approach and/or limited scope may be utilized for the first year only.
 Open Enrollment and/or Life Events are activated and deployed within the Subscription Services.
 This service is not offered for the Benefits Prime service offering.  Employee self-service and manager self -service are configured with employee access to Open Enrollment and/or Life Events in the Subscription Services.  Benefits are configured in the Subscription Services —Deduction and Benefit Groups include the plans available to the employee for the plan year, including any new plans.  UKG will schedule virtual sessions with Customer on an annual basis based on Customer’s Open Enrollment and Life Events timeframes.

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 Customer provides benefit options and associated rates/rate rules and rules for employee population assignment.
 Customer validates the following provided by UKG:
* listing of all benefit plans to be included
* deduction types
* deduction plans
* payroll start, stop and pay dates for last pay and first pay of the year * coverage start/stop dates based on previous year
 A separate Service Request will be required for interface updates beyond the first three (3) each year or for interfaces that are not part of or impacted by Open Enrollment.  Unused updates will be forfeited at the end of each annual “Term” defined as each twelve (12) month term commencing on the Effective Date.
 New interfaces are not included and will require a separate Service Request.

• General Assumptions for ES – Benefits:
o Only data and information from the Subscription Services will be the basis for the ES Benefits program.
o UKG will perform ES Benefits virtually.
o UKG will review and analyze for activated and deployed modules only. o UKG Pro Extended Services shall be provided to Customer for only the services as set forth in this Services Description. Any services outside of the scope of this Services Description will require a more extensive evaluation and update(s). Customer will be responsible for submitting a support case or Service Request to complete these efforts.
o Customer will provide the requisite level of support and participation throughout the program

8. UKG Pro Extended Services – Analytics Development (“ES Analytics Development”)

If ES Analytics Development is ordered by Customer, UKG will provide Customer with the following:

• ES Analytics Development
o UKG will design and build People Analytics deliverables for Customer. Maintenance is included for People Analytics deliverables produced by UKG as specified below. o People Analytics deliverables include reports, alerts, and dashboards that utilize Customer Data, as well as modification requests for existing reports, alerts, and dashboards that utilize Customer Data. Each of the following are examples of People Analytics deliverables under this Order:
 A new report = 1 deliverable
 A new alert = 1 deliverable
 A new dashboard = 1 deliverable per subject area
 A modification to an existing report, alert or dashboard = 1 deliverable. o UKG will maintain People Analytics deliverables produced under this Order as long as this Order is in effect.
o “Maintenance” includes*:
 People Analytics deliverables not functioning properly according to the most recent Order for that People Analytics deliverable.

 Changes to the UKG SQL database schema
 Changes to the Cognos meta frame structure
* Upgrade migrations for major Cognos releases is not considered “Maintenance” for People Analytics deliverables.
o Process to request People Analytics deliverable
 Customer will open a Service Request via the UKG Community to request each People Analytics deliverable.
 UKG will review the request and work with the Customer to solidify requirements, create a specification, and set a delivery date.
 UKG will create the People Analytics deliverable, test the People Analytics deliverable in Customer’s production SaaS Environment and release People Analytics deliverable to Customer for acceptance testing.

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* Customer will sign off indicating Customer’s reasonable acceptance of People Analytics deliverable in writing to UKG within thirty (30) days of Customer’s receipt of each People Analytics deliverable (“Acceptance Period”). In the event Customer does not provide written acceptance or issues related to each People Analytics deliverable within the Acceptance Period, then that People Analytics deliverable shall be deemed accepted. • Assumptions:
o Requests for additional People Analytics deliverables that exceed the ten (10) People Analytics deliverables per contract year will be priced and processed separately. Unused People Analytics deliverables do not roll over to the following year.
o Customer will be limited to submit up to three (3) requests concurrently. Upon completion and acceptance of each People Analytics deliverable, Customer will be eligible to submit a subsequent request.
• General Assumptions for ES Analytics Development:
o Service fees in this Order are for People Analytics deliverables and associated labor only. o The ES Analytics Development Services herein do not include testing system upgrades. o Requests for additional People Analytics deliverables that exceed the ten (10) People Analytics deliverables per each twelve (12) month contract period will be priced and processed separately. o People Analytics deliverables will be tracked for each “Term” defined as each twelve (12) month term commencing on the Effective Date of this Order.
o People Analytics deliverables for each given Term must be used during the then current Term. Any People Analytics deliverables not used by end of each annual Term will be forfeited. o Customer will be limited to submit up to three (3) requests concurrently. Upon completion and acceptance of each People Analytics deliverable, Customer will be eligible to submit a subsequent request.

9. UKG Pro Extended Services – Security and System Administration (“ES Security and System Administration”)

If ES Security & System Administration is ordered by Customer, UKG will provide Customer with the following:

• ES Security and System Administ
ration
o Review of Customer’s current security dashboard including, but not limited to: multi -factor authentication, security notifications, Web Services (if applicable), Single-Sign On (if applicable), database encryption and platform configuration considerations. Identify opportunities for improvement and best practice configuration.
o Review of Customer’s system administration practices including but not limited to: password administration, system settings and display options, test system usage (if applicable). Identify opportunities for improvement and best practice configuration. o Comprehensive review of Customer’s current:
 Security role configuration, role administration and user administration for the Subscription Services(s).
 System business processes and Employee Self Service (ESS) and Manager Self Service (MSS) use.
 Workflow configuration and business practices for approvals around company/employee level data transactions strategy.
o Assist Customer with mapping out configuration and planned rollout period(s) of security roles, business processes and workflow changes, security utilization, company -level changes and administration and maintenance processes.
o Provide guidance and recommendations to Customer for security role, business process and workflow configuration and validation
o Assumptions:
 UKG will review security configurations for activated and deployed Subscription Services modules only.
 Standard, delivered security roles are activated and deployed. If not, standard roles will have to be added back to the Customer’s database.

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 Customer provides all related information around current system administration practices and workflow for business processes
 Customer validates the following provided by UKG:
* listing of all current security roles, business processes and workflows * security and workflow configuration workbooks/documents * system administrators
* proposed roles, business processes and workflow changes  Security and workflow configuration changes will be implemented upon written approval by Customer.
 UKG will schedule continuous virtual review sessions with Customer each year.

• General Assumptions for ES Security and System Administration:
o Only data and information from the Subscription Services will be the basis for the ES Security and System Administration program.
o UKG will perform the ES Security and System Administration virtually. o
UKG will review and analyze for activated and deployed modules only. o UKG Pro Extended Services shall be provided to Customer for only the services as set forth in this Services Description. Any services outside of the scope of this Services Description will require a more extensive evaluation and update(s). Customer will be responsible for submitting a support case or Service Request to complete these efforts.
o
Customer will provide the requisite level of support and participation throughout the program. o If Customer has a test environment, UKG will work with Customer to utilize the test environment prior to the Customer updating their production environment.
o Custom development or any work designated outside of the scope of this Services Description are not included, unless expressly noted. If identified , these will be priced and completed under a separate request(s).
o Highly recommended that Customer has completed related UKG training courses for general overall solution knowledge.

10. UKG Pro Extended Services – Consulting Services (“ES Consulting Services”) (includes ES Project Management and ES Solutions Consulting)

If ES Consulting Services is ordered by Customer, UKG will provide Customer with the services as set forth in the Statement of Work included in the Order.

Exhibit “C-1” UKG Services Descriptions
UKG Pro Pay and/or UKG Pro People Center and UKG Pro Workforce Management Services Description
Exhibit 1 Service Level Agreement for the Subscription Services Availability Exhibit 2 Customer Support Policy For UKG Pro Pay and UKG Pro People Center and UKG Pro Workforce Management
Exhibit 3 UKG Pro Payment Services
Exhibit 4 UKG Pro Print Services/Check Printing Services Exhibit 5 UKG Pro ACA Services

2025.06.10
UKG Pro Pay and/or UKG Pro People Center and UKG Pro Workforce Management

Services Description

1. Services Description

1.1. This Services Description applies to UKG’s provision of the commercially available version of UKG Pro Pay and/or UKG Pro People Center and UKG Pro Workforce Management software as a service application(s) as listed in Section 1.2 and services when set forth on the Order. Subscription Services shall be delivered by means of Customer’s permitted access to the infrastructure hosting Subscription Services. This Services Description is subject to and governed by the Order and the corresponding agreement that governs Customer’s use of Subscription Services and other services.

1.2. This Service Description also applies to the following Subscription Services when set forth on the Order:
(a) UKG Pro Pay, UKG Pro People Center, UKG Pro Payment Services, UKG Pro Employee Pay, UKG Pro ACA Services, UKG Pro Check Printing, UKG Pro Basic SSO, UKG Pro Employee Voice, UKG Pro HCM NPRD, UKG Pro Talent Acquisition (UKG Pro Onboarding and UKG Pro Recruiting), UKG Pro Talent, UKG Pro Performance and Coaching, UKG Pro Internal Marketplace, UKG Pro Compensation, UKG Pro Learning, UKG Pro Benefits Administration, UKG Pro Talk, UKG Pro Document Manager, UKG Pro People Assist and UKG Pro Benefits Hub.

(b) UKG Pro Workforce Management (Hourly or Salaried), UKG TeleStaff Cloud, UKG Telestaff Cloud Non- Prod Additional Tenant, UKG Pro Absence, UKG Pro Accruals, UKG Pro Activities, UKG Pro Advanced Scheduling, UKG Pro Workforce Management Analytics, UKG Pro Auctions, UKG Pro Workforce Management Data Hub (Enterprise or Premium), UKG Pro Forecasting, UKG Pro Gaming, UKG Pro Workforce Management Healthcare Productivity, UKG Pro Leave, UKG Pro WFM Non-Prod Additional Tenant, UKG Pro Rotation Schedule, UKG Pro Scheduling, U KG Pro Strategic Workforce Planning, UKG Pro Task Management by Thinktime, UKG Pro Timekeeping (Hourly or Salaried), UKG Pro People Analytics with Pro Workforce Management Data (Premium or Enterprise), and UKG Pro WFM Talk.

1.3. Capitalized terms used but not defined in this Services Description will have the meaning s ascribed to them in the Agreement.

2. Right to Access and Use

2.1. UKG will provide Customer with access to and use of the Subscription Services during the Order Term (which include the Initial Term and the agreed successive applicable Renewal Terms). Such right of access and use is limited to the Subscription Services specified on the Order and as described in this Section 2.

2.2. The Employee Types that are set forth in the Order are defined as follows (“Employee Type”):

2.2.1. Compensated Employees: persons receiving a check, advice of deposit or otherwise compensated by the Customer using the Subscription Services.

2.2.2. HR Only Employees: persons who are not Compensated Employees, People Center Employees or Limited Access Employees and reside in the United States and Canada. These employees shall only be accessing the Subscription Services for human resources record keeping only.

2.2.3. Global Employees: persons who are not Compensated Employees, People Center Employees or Limited Access Employees and reside outside of the United States and Canada. These employees shall only be accessing Subscription Services for human resources record keeping only.

2.2.4. People Center Employees: persons not receiving a check, advice of deposit or otherwise compensated by the Customer using the Subscription Services as set forth on an Order.

2.2.5. Limited Access Employees: persons with a status of terminated who have access to the Subscription Services portal.

If Customer is using Employee Types outside of the definitions set forth in this Section 2, then UKG shall provide Customer with an updated order to amend and/or update the Employee Type usage and Customer agrees to execute such updated order. Such Order may include an increase in fees for such Employee Type and/or a change to the fees for the Subscription Services usage at the then current price. To the extent applicable to Customer, Customer shall notify UKG prior to the Billing Start Date of UKG Pro Pay and/or People Center as to which pay groups or component companies correspond to the Employee Type as set forth in the order. In the event the Customer has configured pay groups or component companies within UKG Pro Pay and UKG Pro People Center and makes changes or additions that affect the Employee Types as set Exhibit “C-1” UKG Services Descriptions
UKG Pro Pay and/or UKG Pro People Center and UKG Pro Workforce Management Services Description

2025.06.10
forth in an Order, Customer shall notify its UKG relationship manager of any changes or additions to ensure proper usage billing setup and accurate invoicing. In the event Customer does not notify UKG of such changes or additions, UKG is not responsible for any backdated credits due to improper billing setup as a result of any changes or additions made by Customer.

3. Fees, Payment and Invoicing

3.1. Subscription Services usage is priced as identified on the Order. UKG will monitor Customer’s usage of the Subscription Services to calculate the fees.

3.2. If the Subscription Services are based on a variable usage model, then:

3.2.1. Customer will pay UKG the Subscription Services fees for the Monthly Minimum Quantity set forth in the Order, and where applicable, for any additional use of the Subscription Services in excess of the Monthly Minimum Quantity (“Usage Overage”). The monthly Subscription Services fees (based on the number of employees multiplied by the applicable Subscription Services fee) may increase or decrease if the number of employees based on the Employee Types increases or decreases, but in no event will the monthly Subscription Services fee be calculated on less than the Monthly Minimum Quantity of employees as set forth in the Order.

3.2.2. UKG will invoice the Customer for the Subscription Services as follows: (i) the Monthly Minimum Quantity commencing on the on the Billing Start Date and thereafter in accordance with the Billing Frequency stated on the Order and (ii) the Usage Overage, commencing on the earlier of the Billing Start Date or the date that Customer begins use of the Subscription Services in the UKG production environment, and monthly in arrears thereafter, unless agreed otherwise in the Order.

3.2.3. Notwithstanding section 3.2 above and as it relates to the Monthly Minimum Quantity, the parties agree that (i) if the Billing Start Date is on or before the 15th day of a calendar month, UKG will invoice Customer the Subscription Services fee for the Monthly Minimum Quantity for that month and each remaining month of the Initial Term, and (ii) if the Billing Start Date falls after the 15th day of the calendar month, UKG will invoice Customer for the Subscription Services fees of the Monthly Minimum Quantity on the first day of the following calendar month and each remaining month of the Initial Term.

3.2.4. The fees for the Launch services are based on the Launch Quantity in the Order. In the event that the number of Customer’s employees exceeds 110% of the Launch Quantity in such Order as of the applicable Subscription Services live date, then Customer agrees to pay UKG at the then current rate per each additional employee launch. For clarification purposes, this additional Launch fee if applicable shall only be charged to Customer as of the applicable Subscription Services live date and Customer shall not be charged for any additional Launch fees subsequent to that date. The Launch services shall be provided to Customer for only the services as set forth in the Statement of Work. Launch services outside of the scope of the Statement of Work shall be quoted to Customer and agreed upon by the Parties in writing.

3.3. If the Subscription Services are based on a fixed usage model, then Customer acknowledges and agrees that the UKG Pro Workforce Management Subscription Services access rights are limited based upon the number of employees identified on the Order. If Customer requires additional employees to have access rights to use the UKG Pro Workforce Management Subscription Services , then Customer may request an increase to the number of employees using the UKG Pro Workforce Management Subscription Services by entering into an additional Order.

4. Customer Data

Customer Data shall be available to Customer to retrieve at no additional charge throughout the term of an applicable Order.

5. A dditional Tenant

5.1. If UKG Pro HCM NPRD is included in an Order, UKG shall make available to Customer a non-production test environment for human resources and payroll administration. Customer will receive up to a maximum of four (4) restores (initial and/or subsequent loading of Customer’s data from Customer’s production environment to Customer’s test environment) per twelve (12) month period commencing on the Billing Start Date (“Test Period”). Customer acknowledges that the test environment, while functionally the same as the production environment is not scaled for, nor designed to replicate a fully operational production environment. Customer will identify the key contact personnel who will be responsible for scheduling and coordinating all activities related to the implementation and ongoing maintenance of the test environment.

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5.2. UKG Pro Workforce Management and the related Subscriptions Services in Section 1.2(b) above, include one standard production tenant and one partial copy non -production tenant limited to 36 months of data.

Additional partial copy tenant may be ordered on an annual basis for an additional fee.

6. UKG Pro Workforce Management

6.1. AtomSphere Service and Boomi Software

If UKG Pro Workforce Management is included in an Order (but excluding UKG TeleStaff Cloud), the following shall apply. “Boomi AtomSphere Service” means the third- party service for the creation of integrations by Customer, which Customer has the right to access through UKG Pro Workforce Management . “Boomi Software” means the third-party proprietary software associated with the Boomi AtomSphere Service. As part of the Subscription Services , Customer has the right to access and use the Boomi AtomSphere Service provided by Boomi, LP. (“Boomi”) and a non-exclusive, non-transferable and non-sublicensable license to use the associated Boomi Software as part of the Boomi AtomSphere Service. Customer may use the Boomi AtomSphere Service and the Boomi Software only to create integrations to and from the Subscription Services. If the Services and right to use Subscription Services terminate, Customer’s right to access the Boomi AtomSphere Service and the Boomi Software also terminates. Customer understands and agrees that the AtomSphere Service and the Boomi Software may work in conjunction with third party products and Customer agrees to be responsible for ensuring that it is properly licensed to use such third party products.

Customer further understands and agrees that (i) the AtomSphere Service and the Boomi Software are protected by copyright and other intellectual property laws and treaties, (ii) B oomi, its Affiliates and/or its suppliers own the copyright, and other intellectual property rights in the AtomSphere Service and Boomi Software, (iii) the Boomi Software is licensed, and not sold, (iv) this Services Description does not grant Customer any rights to Boomi’s trademarks or service marks, and (v) with respect to the AtomSphere Service and Boomi Software, Boomi reserves any and all rights, implied or otherwise, which are not expressly granted to Customer in this Services Description. Customer may, at its discretion, store other data on the systems to which it is provided access in connection with its use of the AtomSphere Service (the “Hosted Environment”).

Customer is solely responsible for collecting, inputting and updating all Customer data stored in the Hosted Environment, and for ensuring that Customer complies with the Acceptable Use Policy with respect to the AtomSphere Service and Boomi Software. Customer agrees that such data may be accessed and used by Boomi and its representatives worldwide as may be needed to support Boomi’s standard business operations with respect to the AtomSphere Service and Boomi Software. Customer agrees that data consisting of Customer contact information (e.g., email addresses, names) provided as part of Maintenance AtomSphere Services may be sent to Boomi’s third party service providers as part of Boomi’s services improvement processes. In connection with the use of the Hosted Environment and the AtomSphere Service, Customer may not (i) attempt to use or gain unauthorized access to Boomi’s or to any third- party's networks or equipment; (ii) permit other individuals or entities to copy the Boomi Software; nor (iii) provide unauthorized access to or use of any Boomi Software or the associated access credentials. Customer shall cooperate with Boomi’s reasonable investigation of Hosted Environment outages, security issues, and any suspected breach of this Section.

6.2. The UKG Pro Workforce Management Data Hub Enterprise

The UKG Pro Workforce Manage Data Hub Enterprise requires the use of certain Google Cloud Platform services including BigQuery and Storage. Customer will contract directly with Google for Google Cloud Platform services.

7. UKG Pro Employee Voice

If UKG Pro Employee Voice is included in an Order, Customer grants to UKG the right to sub-license de-identified Customer Data, which includes the employee survey responses to third parties (currently Mercer (US) Inc.) for the purposes of improvements to the questions sets and bench marking data. UKG Pro Employee Voice is available
exclusively in the United States and Canada, and is offered only in English.

8. Service Level Agreement

The Service Level Agreement is set forth in Exhibit 1.

9. UKG Support Policy

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The UKG Support Policy attached is set forth in Exhibit 2.

10. UKG Pro Payment Services

If Customer orders the UKG Pro Payment Services and/or UKG Pro Employee Pay such Subscription Services are described in Exhibit 3.

11. UKG Pro Print Services

If Customer orders the UKG Pro Print Services/Check Printing Services, such Subscription Services are described in Exhibit 4.

12. UKG Pro ACA Services

If Customer orders the UKG Pro ACA Services, such Subscription Services are described in Exhibit 5.

13. UKG Pro Recruiting, Candidate Match

13.1. If Customer purchases access rights to UKG Pro Recruiting or UKG Pro Talent Acquisition, Customer may enable Candidate Match. UKG Candidate Match includes tools, features, and functionalities powered by artificial intelligence solely available in English and in the United States. Candidate Match is not capable of processing other languages.

13.2. Due to the probabilistic nature of artificial intelligence, the use of Candidate Match may produce inaccurate results. The Customer acknowledges and agrees that: (a) the output should not be solely relied upon as completely accurate or as a replacement for professional advice; and (b) the output must be reviewed and assessed by human reviewers for accuracy and suitability before being used or shared. The Customer remains fully responsible for any data they provide and for the results or outcomes generated by the Subscription Services after processing Customer Data.

13.3. The Candidate Match score is not intended to replace the human judgment of Customer’s own personnel during any step of the recruitment or hiring process.

13.4. Customer Responsibilities. Customer must:

13.4.1. provide legally adequate privacy notices, obtain necessary consents for the processing of personal
data by Candidate Match prior deploying the functionality, and provide for individual’s rights;

13.4.2. provide individual candidates with the opportunity to opt out or opt in, as appropriate under the applicable laws, from Candidate Match and have their application and information be processed manually by Customer; and

13.4.3. use Candidate Match in accordance with applicable laws and the UKG Acceptable Use Policy.

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EXHIBIT 1

SERVICE LEVEL AGREEMENT FOR THE

SUBSCRIPTION SERVICES AVAILABILITY

Service Level Agreement: UKG offers the Service Level Agreement (SLA) and associated SLA Credits as described herein, solely for UKG Core Subscription Services ( i.e., Subscriptions Services which are subject to the Services Descriptions governing UKG Pro Pay Services and UKG Pro People Center and UKG Pro Workforce Management).

Availability: The production environment of the Subscription Services will maintain 99.75% Availability. Availability is calculated on a monthly basis as follows:

(
Monthly Minutes - Total Minutes Not Available -
Maintenance Period ) X 100% ≥ 99.75%
Monthly Minutes - Maintenance Period

Monthly Minutes: means the total time, measured in minutes, of a calendar month commencing at 12:00 am of the first day of such calendar month and ending at 11:59 pm of the last day of such calendar month.

Maintenance Period: means a scheduled maintenance period within the applicable maintenance window identified below, when the Subscription Services are not available. The Maintenance Period is used for purposes of the Service Credit Calculation; UKG continuously supports the production environment on a 24x7 basis to reduce disruptions.

The current maintenance window for UKG Pro Workforce Management and related Subscription Services covered by the same Services Description for each of the data center locations is:

• US/Canada Eastern Time every Thursday from 12:00 AM to 4:00 AM

• Australian Eastern Time every Thursday from 12:00 AM to 4:00 AM

• Central European Time every Thursday from 2:00 AM to 6:00 AM

The current maintenance window for UKG Pro Pay and/or UKG Pro People Center and related Subscription Services covered by the same Services Description for each of the data center locations is:

• System daily maintenance from 3:00 a.m. to 5:00 a.m. EST, up to but not to exceed a maximum of five (5) hours per month.

• Emergency maintenance, as required, when necessary.

• Extended release upgrade window, as required, three (3) times per year on either Saturday or Sunday from 2:00 a.m. to 8:00 a.m. EST.

• Extended system maintenance, as required, once per year on either Saturday or Sunday from 12:01 a.m. to 12:00 p.m. EST.

• If these activities will impact the Availability of the HR Service Delivery Subscription Services, UKG will use reasonable efforts to provide Customer advance notification (via e-mail for all customers having subscribed to the status page).

Total Minutes Not Available: means the total number of minutes during the calendar month that the Subscription Services is inaccessible as the result of an Outage.

Outage: means the Customer is unable to access the UKG tenant environment at any of its production data centers’ internet connection points for reasons other than (a) the failure or malfunction of equipment, applications or systems not owned or controlled by UKG or its third party suppliers providing the Subscription Services (b) the suspension of the Subscription Services in accordance with the terms of the Agreement.

Service Credit Calculation: An Outage will be deemed to commence when the Subscription Services is unavailable to Customer and ends when UKG has restored Availability to the Subscription Services. Outages in one production environment may not be added to Outages in any other production environment for purposes of calculating SLA Credits.

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SLA Credits: If, due to an Outage, the Subscription Services does not maintain 99.75% Availability, Customer is entitled to a credit to Customer’s monthly invoice for the affected month, such credit to be equivalent to 3% of Customer’s monthly Subscription Services fe es for every 1% of Availability below 99.75%, but in no event to exceed 100% of Customer’s monthly Subscription Services fees. SLA Credits become available starting the month after Customer’s Subscription Services are live.

Reporting and Claims Process
UKG will provide Customer with Availability metrics on a monthly basis for each prior calendar month, upon Customer’s written request to UKG within sixty (60) days of completion of the month that Customer is claiming an SLA Credit.

Customer waives any right to SLA Credits not requested within this time period. All performance calculations and applicable SLA Credits are based on UKG’ records and data unless Customer can provide UKG with clear and convincing evidence to the contrary.

Customer acknowledges that UKG manages its network traffic in part on the basis of Customer’s utilization of the Subscription Services and that changes in such utilization may impact UKG’ ability to manage network traffic. Therefore, notwithstanding anything else to the contrary, if Customer significantly changes its utilization of the Subscription Services than what is contracted with UKG and such change creates a material and adverse impact on the traffic balance of the UKG network, as reasonably determined by UKG, the Parties agree to co-operate, in good faith, to resolve the issue. Customer further acknowledges that the SLA Credit shall serve as Customer’s sole and exclusive remedy in connection with UKG not meeting the Service Level Agreement as set forth herein in full and final settlement of any Subscription Services level claims. For the avoidance of doubt, the SLA Credit specified herein shall be in recognition of the diminished value of the Subscriptions Services resulting from UKG’s failure to meet the agreed upon level of performance, and not as a penalty.

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EXHIBIT 2

CUSTOMER SUPPORT POLICY

FOR UKG PRO PAY AND UKG PRO PEOPLE CENTER AND UKG PRO WORKFORCE MANAGEMENT

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

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:
• 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

Thirty (30) minutes
or immediately via
Rapid Response

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.

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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-ordin ation. 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

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EXHIBIT 3

UKG PRO PAYMENT SERVICES

Regulated financial services, including regulated aspects of the UKG Pro Payment Services provided under this Services Description, will be performed by Kronos SaaShr, Inc., a subsidiary of UKG Inc. For the purposes of this Services Description, UKG includes Kronos SaaShr, Inc.

In the event of a conflict between the terms and conditions of this Services Description and the terms and conditions of the Agreement, the terms and conditions of this Services Description shall prevail as it relates solely to the UKG Pro Subscription Services.

1. Definitions

“ACH” means the network used for electronic payments and money transfers, Automated Clearing House.

“Business Day” means any day of the year other than (a) a Saturday, Sunday or (b) on day on which banking institutions in any jurisdiction of the banking institution of any applicable Customer legal entity are closed or (c) an applicable statutory or civic holiday.

“Customer Payee” means an employee or individual receiving a check, direct deposit or other compensation from Customer using the Subscription Services.

“DDA” means Direct Deposit Advices.

“EFTPS” means U.S. Treasury Department’s Electronic Federal Tax Payment System.

“Employee Pay Liabilities” means that portion of US Payroll Liabilities relating to the net payment of funds (wages or other compensation) to employees receiving a check or direct deposit from Customer using the Subscription Services. Employee Pay Liabilities do not include accounts payable or Voluntary Deductions.

“Garnishment Liabilities” means that portion of Payroll Liabilities relating to wage garnishments, including federal and state tax levies, bankruptcy orders, student loan, child support and spousal support withholding orders.

“NACHA” means National Automated Clearing House Association. NACHA administers the rules for processing ACH transactions through the ACH network.

“Payroll Liabilities” means as applicable the Employee Pay Liabilities, the Canadian and U.S. Payroll Tax Liabilities and U.S. G
arnishment Liabilities related to a designated payroll check date that Customer owes but has not yet paid.

“Payroll Tax Liabilities” means that portion of Payroll Liabilities relating to payroll taxes, including, all applicable U.S. federal, state and local taxes, Social Security and Medicare and as applicable Canadian federal, provincial and territorial government source deductions which may include income tax withholding, Canadian Pension Plan and Employment Insurance.

“Voluntary Deductions” means that portion of Payroll Liabilities that an employee has voluntarily agreed to have withheld from their compensation and paid to another party (such as a creditor or other third party, including but not limited to 401(k) plans, insurance plans and dues).

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2. Payment Services

2.1. Schedule and Exchange of Information
The parties agree with the following Payment Services Schedule:

UKG Pro Payment Services
Data Remittance By 12:00 pm (Customer’s local time) no less than Two (2) Business Day prior to the applicable check/cheque date(s)

For Canadian Payment Services, this applies to regular payrolls, supplemental payrolls, bonus payrolls, payrolls that fall on or around a Canadian holiday, and any adjustment payrolls.

Payment Services/ Cash
Collection Report
One (1) Business Day prior to the applicable check/cheque date

For Canadian reporting, within four (4) hours of Customer closing payroll for the applicable cheque date.

Funds Collection Customer funds should be available in Customer’s designated bank account(s) at open of business one (1) Business Day prior to the applicable check/cheque date.

Funds must be received by UKG by 12:00PM Customer time.

In the event that processing is delayed by Customer, UKG may be required to utilize an alternative funding method. As a result of the delayed processing, additional fees may be imposed on Customer by UKG or its suppliers, including, without limitation, by the applicable financial institutions. Customer will be fully responsible for such additional fees.

2.2. Data Remittance
Customer will complete and close payroll using the time and delays outlines in the table above. Customer acknowledges that the data and all information from the completed payroll from the Subscription Services will be the basis for the Payment Services as provided for herein. Customer acknowledges and agrees to allow UKG access to Customer’s masterfile(s) datastore in order to export data to provide the Payment Services herein.

UKG will not be liable for any invalidity or inaccuracy caused by Customer or Customer Data unless Customer so notifies UKG within one (1) business day of Customer’s completion of payroll for the applicable check/cheque date or within ten (10) days of quarterly records being made available to Customer by UKG.

2.3. Cash Management
a. Reporting for Cash Collection – U.S.

Payment Service reports shall be available to Customer applicable to any given payroll closed within the defined parameters as set forth in the table above, in order to allow Customer to generate reports based upon such data at the open of normal business hours.

Reporting for Cash Collection – Canada
UKG will make the funding report available to Customer which is applicable to any given payroll closed within the defined parameters as set forth in the table above. The funding request will be basis for Customer to execute a wire transfer to UKG’s designated Canadian financial institution.

In the event of late supplemental payrolls, bonus payrolls, or adjustment to payrolls, Customer must open a case in the customer support ticket logging portal to notify the Canadian Payment Services team of the additional tax data.

b. Funds collection

1. General
Customer funds will be collected to cover other Customer liabilities covered by this Services Description (to include but not limited to any additional tax payments, penalties and/or interest resulting from tax notices or amendments or quarter-end variances).

Customer agrees to maintain authorization to enable UKG to initiate direct wire, ACH, and reverse wire (for U.S. only) of Customer’s designated bank account(s) and to maintain good and sufficient collected funds in

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the Customer’s designated bank account(s) to cover all funding transactions to be made under this Services Description.

Prior to Customer using the Payment Services in a production environment or when Customer is changing their designated bank account(s), Customer agrees to establish and successfully test authorization with its bank to allow for direct wire, ACH, and reverse wire (for U.S. only) in accordance with the terms of this Services Description.

2. U.S. Funds collection
UKG will debit Customer’s designated bank account(s) for the Payroll Liabilities. Payroll Tax Liabilities not requiring “next day” payment and Garnishment Liabilities will be collected by ACH debit. Payroll Tax Liabilities requiring a “next day” payment will be collected by reverse wire.

3. Canadian Funds collection
Customer is required to provide good and collected Canadian funds to the UKG’s designated Canadian financial institution via customer initiated direct wire transfer, for all Payroll Liabilities at least one (1) business day prior to the payroll cheque date by noon (12:00pm) Customer’s local time. Funding via ACH or EDI is not permitted. Customer will utilize the funding request provided by UKG to determine the amount to fund.

No currency exchange between Canadian funds and United States funds will take place. UKG’s designated Canadian financial institution will be in Canada, and UKG shall remit Customer’s statutory deductions using Canadian currency.

c. Banking Transactions
Delivery of Payment Services is subject to the laws and regulations of the banking industry including but not limited to the operating rules of the NACHA. Customer grants UKG the authority to issue payments on behalf of Customer.

In addition to Customer’s other obligations under this Services Description, Customer agrees to comply with the NACHA rules applicable to it with respect to Customer’s use of the Payment Services and Customer agrees that UKG shall have the right to require, on a reasonable basis, Customer to demonstrate its compliance with NACHA rules. Customer agrees not to originate transactions that violate applicable laws and regulations. International transactions are not allowed under the Payment Services.

In the event that UKG is prohibited from performing the Payment Services (or a portion thereof) as set forth herein due to a banking institutions’ restrictions or other applicable regulatory restrictions, then UKG shall have the option to terminate the Payment Services (or any portion thereof) upon written notice to Customer.

d. Investment of Funds
UKG shall pay Customer’s Payroll Liabilities to the designated recipient of such Payroll Liabilities (to the extent that Customer has made available or wired the required funds in accordance with the terms of this Services Description). The Customer funds held by UKG will be segregated from other funds of UKG but may be commingled with funds of other customers. UKG will be entitled to receive all net income generated on any funds held pursuant hereto.

e. Record of Collections and Disbursements
Customer will examine all records of any disbursements made available to Customer for validity and accuracy according to Customer’s records. Customer will promptly notify UKG of any inaccuracies or inconsistencies.

The specific record retention schedules established by governmental entities applicable to Customer are the responsibility of Customer and are not the responsibility of UKG or the services being provided under the Agreement. UKG has no responsibility or liability for maintaining or retaining said records for Customer.

2.4. Document Execution and Adjustments
Customer agrees that it will promptly respond to any and all reasonable requests, including without limitation execution of required documents, made by UKG for the purpose of UKG’s performance of the Payment Services. UKG may amend or update the terms of this Services Description only as reasonably determined by UKG or as mandated by any governmental agency, taxing authority, banking partners or an authority overseeing banking or remittance transactions, provided such amendment or update does not adversely impact Customer’s normal business operations. In such an event, Customer shall have the option to reject such amendment or update, in good faith, within thirty (30) days of receipt of notice of such amendment or update by providing written notice to UKG. In the event Customer rejects an amendment or update to the terms of this Services Description and such rejection materially inhibits or prohibits UKG’s ability to perform

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the Payment Services (or any portion thereof), UKG shall have the option to terminate the Payment Services (or any portion thereof) upon written notice to Customer.

Customer agrees to promptly and accurately perform its responsibilities as set forth in this Services Description and acknowledges that failure to do so may result in additional fees or costs to Customer, including in the event that UKG is required to expedite processes and/or perform additional work on behalf of Customer in order to meet regulatory requirements. Any such additional charges will be performed at the then current hourly rate which shall be billed as incurred.

In the event of termination of the applicable Order, Customer shall provide an executed, timely Payment Services termination form to UKG. In the event Customer does not provide an executed, timely Payment Services termination form to UKG, Customer shall be fully liable for actions taken by UKG resulting from Customer’s failure to provide UKG such Payment Services termination form.

2.5. Data Retention
Customer agrees that UKG will retain Customer’s wage and tax data applicable to Payment Services for a period not to exceed four (4) years from the date of termination of Subscription Services (“Retained Data”).

Retained Data may be used for responding to tax notices, preparation of amended payroll tax returns or similar matters applicable to Customers term of Payment Services.

2.6. Payment Services
a. General
UKG is not obligated to commence providing the Payment Services and is not obligated to pay Customer’s Payroll Liabilities for any payroll check date, until UKG has received all information and funding necessary to disburse all applicable Payroll Liabilities.

UKG is not responsible for any pre-existing errors or similar matters arising prior to commencement of the Payment Services by UKG or for any errors that may occur in the event the Customer fails to (i) provide UKG with all necessary, complete, and accurate information or (ii) fund the relevant amount of Payroll Liabilities for any payroll check date.

In addition to, and not in limitation of UKG’s other rights hereunder, in the event that Customer fails to materially comply with its obligations under this Services Description, UKG may elect to terminate performance of the Payment Services (or any portion thereof) upon written notice to Customer. UKG shall provide Customer an opportunity to cure such failure that is capable of cure within thirty (30) days of Customer’s receipt of written notice or such lesser period to the extent that such failure materially inhibits or prohibits UKG’s ability to perform the Payment Services (or any portion thereof).

b. Tax Filing Services
Through the Tax Filing Services, UKG will:
• Prepare, deposit and file Customer’s Payroll Tax Liabilities for those federal, provincial, state, and local jurisdictions (as applicable) listed by Customer on the company profile report (provided with the standard company set up package) and any updates provided to UKG by the Customer. • Prepare a quarterly tax statement for each Federal Employer Identification Number (FEIN). This statement will include a summary of tax liabilities reported throughout the quarter, and account reconciliation and printed returns filed at quarter-end. • Answer tax agency correspondence for tax deposits and returns filed by UKG. • File amended returns including W-2Cs as required for returns processed under this Services Description by UKG.
• Provide W2 agency filings.
• Excluded for Canada only: Year End Filing - Customer is responsible for the following Year End filing:
• Upload of XML files (T4’s, RL1’s, and Summary) to CRA and Quebec (if applicable) from UKG Pro. • File Provincial Annual Returns
• File Statement of Wages for Worker’s Compensation (if applicable).

c. Tax Information Acknowledgment:

As required by the Internal Revenue Service, the following information must be disclosed to taxpayers that utilize a third party to perform tax filing services on its behalf:

Customer acknowledges that it is responsible for the timely filing of employment tax returns and the timely payment of employment taxes for its Customer Payees, notwithstanding that Customer has authorized UKG

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to file the returns and make the payments on its behalf. Customer is solely responsible for any penalties and interest assessed by federal, provincial, state, and local jurisdictions (as applicable), except to the extent that (i) UKG’s negligence results in the assessment, (ii) Customer gives timely notice to UKG, and (iii)Customer mitigates its damages including timely appeals or assigning appeal rights to UKG.

The Internal Revenue Service recommends enrollment in the EFTPS to monitor your account and ensure that timely tax payments are being made. Enrollment in the EFTPS may be done online at www.eftps.gov, or call (800) 555-4477 for an enrollment form. State tax authorities generally offer similar means to verify tax payments. Contact the appropriate state offices directly for details.

d. Garnishment Disbursement Services – U.S. only
UKG is not responsible for providing additional administrative services, including, but not limited to, agency research, account reconciliation, garnishment data input and adjustments. Customer is solely responsible for the setup of the garnishment requirements in the UKG Pro Software in accordance with the UKG Pro Documentation and UKG is not responsible for same. UKG is not responsible for any errors that result from Customer’s failure to comply with this paragraph.

Through the Garnishment Disbursement Services, UKG will remit Customer’s Garnishment Liabilities for those federal, state, and local payment processing units and any individual third party(ies) to which an employee of Customer owes a debt and has agreed or is compelled by requisite governmental authority to resolve via garnishment of employee’s wages. UKG will make available a report of garnishment activity to Customer summarizing funds collection and disbursement transactions completed for the designated payroll check date(s). Customer will not set up Voluntary Deductions for payment through UKG’s Garnishment Disbursement Services.

e. UKG Pro Employee Pay – only available in the continental U.S. and if and as included on the Order

1. UKG Pro Employee Pay – UKG Responsibilities:

For Employee Pay Liabilities completed by Customer in the UKG Pro Software for the designated payroll check date(s), excluding manual checks issued from Customer’s bank account, UKG will issue payroll payments to the designated employees by: (a) submitting payment information to the appropriate funds transfer network(s) in the form required for the electronic crediting/direct deposit of payment to the designated bank accounts of an employee ; and/or (b) create negotiable paychecks payable to the order of an employee drawn from an UKG bank account. Each paycheck will be printed on UKG check stock with an UKG officer’s signature and UKG logo using the check date provided by Customer.

In the event UKG becomes aware that Customer or an employee is designated as an entity or person for which funds cannot be processed due to banking or regulatory restrictions (including, but not limited to, restrictions imposed by the U.S. Department of Treasury’s Office of Foreign Assets Control), UKG will no longer provide UKG Pro Employee Pay to Customer. Prior to termination, UKG shall provide reasonable notice to Customer provided the applicable banking or regulatory restrictions permit such notice.

UKG will make available an employee pay report to Customer summarizing completed funds collection and disbursement transactions, including outstanding and stale dated payroll checks. UKG will notify Customer in the event UKG is unable to make payment to an employee. Funds held by UKG for stale dated payroll checks and employee payments that cannot be made will be returned to Customer.

Provided Customer has met the data remittance and funding deadlines outlined above, direct deposit payments remitted by UKG through UKG Pro Employee Pay will settle on the payroll check date. The funds availability policy of each employee’s bank is different, and UKG cannot guarantee when these funds become available.

2. UKG Pro Employee Pay - Customer Responsibilities:

In connection with UKG Pro Employee Pay, Customer agrees to (and bears responsibility for):

• Review and audit all payroll data, reports and other materials prior to committing the payroll through the UKG Pro Software. Customer shall correct any discrepancies or errors in such materials prior to the next scheduled processing;
• Monitor changes to those laws specifically applicable to Customer’s business, interpreting applicable laws and regulations, determining the requirements for compliance with such laws and regulations, and Customer shall be responsible for any changes to its payroll processing requirements as a result of such laws;

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• Correct direct deposit exceptions and update direct deposit information before transmitting payroll data for Customer’s next payroll (otherwise Customer could be in breach of applicable laws or regulations, including, but not limited to, NACHA and other banking or other applicable laws or regulations, and Customer may incur fines as a result); Be responsible for contacting employees to resolve payment of any voided paychecks and reimburse UKG for any losses and fees incurred by UKG in circumstances where UKG honors Customer’s request to initiate a stop payment order but the check originally issued is subsequently presented for payment by a holder in due course (including fraud or misconduct on the part of an employee);
• Requiring employees to complete, sign and maintain any account funding authorizations or other documents or authorizations necessary for UKG to provide UKG Pro Employee Pay, including authorizations for the initiation of credit entries. Customer shall maintain a readily available copy of signed documents and authorizations. Without limitation, Customer shall ensure that each employee utilizing UKG’s DDA service has authorized the initiation of credit entries and the crediting of the employee’s account, as well as the debiting of the employee’s account through a file reversal in the event of a returned item from Customer’s account or any funding deficiency by Customer (to extent permitted by law). Customer must ensure that such authorizations are operative at the time of transmittal and crediting/debiting of the employee’s accounts; • Grant to UKG the authority to issue payments on behalf of Customer, and to take such other action as may be necessary from time to time in connection with the provision of UKG Pro Employee Pay, which, depending on the circumstances, may include but not limited to, the authorization of UKG to instruct Customer’s designated bank to stop payment and/or to refuse payment as required to provide the UKG Pro Employee Pay;
• Prenote direct deposits for all of Customer’s employees before UKG Pro Employee Pay is activated and, (if required by customer) for each new Customer employee who elects direct deposit or in the event a Customer employee makes a bank account change; UKG Pro Employee Pay does not include manual check printing. Customer may issue manual checks from their own bank account; • Customer shall not distribute any checks to any employee prior to the check date. Any checks presented for payment prior to the check date may be returned unpaid by the bank, and UKG may impose upon Customer an early check cashing fee of $25.00 per unit; • If Customer desires to stop payment on any check, Customer shall provide UKG with a stop payment request in such form required by UKG. UKG shall then place a stop payment order with UKG’s bank within twenty-four (24) hours of UKG’s receipt of such stop payment request. Customer shall not request UKG to stop payment on any check that represents funds to which the applicable employee is rightfully entitled. Customer agrees to indemnify, defend, and hold harmless UKG and its affiliates and their successors and assigns from and against any liability whatsoever for stopping payment on any check requested by Customer and from and against all actions, suits, losses, claims, damages, charges, and expenses of every nature and character, including attorney fees, in any claims or suits arising by reason of stopping payment on said check, including claims made by a “holder in due course” of such check; and Customer shall be responsible for payment of all applicable banking fees pursuant to UKG Pro Employee Pay. Fees imposed to employees or Customer by an employee’s bank or a check cashing facility are not the responsibility.

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EXHIBIT 4

UKG PRO PRINT SERVICES/ CHECK PRINTING SERVICES

1. UKG Pro Check Printing

1.1. UKG will print Customer’s United States and/or Canada checks and/or Direct Deposit Advices (“DDAs”) on a per Check Print Request (defined as a group standard check export files from the Subscription Services uploaded together into one request) basis and deliver or mail as requested by Customer. United States and Canadian checks or DDAs will be processed separately.

The printing and distribution of any DDA will be performed for an additional fee as set forth in Section 1.2c.

o Standard Printing – For each Check Print Request that is received by 3:00PM in Customer’s time zone, UKG will use commercially reasonable efforts for such request to be printed and shipped within the next business day. Each check export file received after 3:00PM in the Customer’s time zone will be printed and shipped within two (2) business days. o Expedited Printing – Upon Customer’s request, UKG shall make commercially reasonable efforts to expedite a Check Print Request that is received by 12:00PM in Customer’s time zone to be printed and shipped the same business day for the fee set forth in Section 1.2c. Check export files received after 12:00PM in Customer’s time zone cannot be expedited. Any expedited Check Print Request that is not shipped the same business day will not be charged the expedited fee.

1.2. Customer will provide the check export file to UKG via the standard delivery methodology as required by UKG. Customer acknowledges that the data and all information from the completed payroll from UKG will be the basis for the Check Print services as provided for herein.

a. Year End Tax Forms
UKG Pro Tax Forms Printing
UKG will be responsible for printing W -2, 1099, T4 or Relevé 1 forms for Customer as applicable.

UKG will supply the form and Customer will be responsible for shipping costs. Customer will also be responsible for UKG’s then-current handling fees.
b. Print Shipping
UKG Pro Print Shipping
UKG shall be responsible for delivering printed documents to the carriers set forth below, as selected by Customer.

First Class Mail (Direct mail to employees)
UPS - Next Day Air & 2
nd Day Air, Ground (Tax Forms ONLY)
FedEx - Next Day Air & 2nd Day Air
Customer shall have the option to use their own Fed Ex or UPS account number.

UKG shall not be responsible for the actions or inactions of any shipping carrier.

For the purposes of this section, printing and delivery are applicable to business days only (excluding UKG holidays). Print Requests received by UKG on a non-Business Day or an UKG holiday shall be deemed to have been received on the following business day. Also, customer time zone shall be deemed the customer’s main location within the 48 contiguous states, within the United States or within the provinces and territories in Canada from the Eastern to Pacific time zones.

Additional services outside the scope of this Service Description, including, but not limited to, pay group setup, component company setup, bank setup, signature, logo, custom setup, missing and/or incorrect information, and return package, will be provided upon Customer request and billed at the then current rate as incurred.

c. Fees
Services Fees
Check/DDA For U.S. - USD$.50 per Check/DDA
For Canada - CAN$.50 per Check/DDA

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Year End Form For U.S.- USD$2.00 per Form page
For Canada - CAD$2.00 per Form page
Check Print
Handling/Split Package
For U.S.- No charge for first 5 splits, USD$4.00 per split thereafter – per Check Print Request
For Canada - No charge for first 5 splits, CAN$4.00 per split thereafter – per Check Print Request

Year End Form Handling Customer is responsible for handling fees at the then-current rate
Shipping/Delivery
Methods
Customer is responsible for all shipping charges, whether billed by UKG as a pass-through expense or direct billed to Customer via its own carrier
Check Print Expedite
Processing Fee

For U.S. - USD$250.00 per Check Print Request, upon request by Customer
For Canada - CAD$250.00 per Check Print Request, upon
request by Customer
Check Print Launch Fee For U.S. - USD$2,000.00
For Canada – CAD$2,000.00

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EXHIBIT 5

UKG PRO ACA SERVICES – U.S. ONLY

1. UKG Pro ACA Toolkit

ACA Toolkit - Included for all customers at no additional cost:

• Eligibility ‘lookback’ calculations based upon payrolls processed with the Subscription Services • Enrollment based on eligibility
• Post exchange notices to employee document area
• Obtain and track employee consent to view 1095-C forms electronically • Generate completed 1094-C and 1095-C forms
• Import template for 1095-C data (if not available in UKG Pro) • Generate required 1095-Cs for those who are not active employees (i.e., COBRA, retirees) • Download 1095-C via employee self service
• Generate electronic file in IRS approved format
• Self Service printing and distribution of 1095-C forms • Self Service electronic filing to the IRS
• Comprehensive reporting and access to data about eligibility, penalty exposure, and offer of coverage

ACA Data Remittance

Customer will provide the required ACA data needed for 1094- C and 1095-C forms to UKG pursuant to the ACA standard guidelines. Customer acknowledges that (i) the ACA data and all ACA information contained in and generated from the Subscription Services will be the basis for the services as provided for herein, and (ii) Customer is required to approve the ACA data on an annual basis in accordance with the deadlines set forth in the ACA Toolkit and provided in writing to Customer via newswire to Customer's designated representative.

Once Customer validates the data, Customer is responsible for submitting the filing to the IRS.

2. 1095-C Print and File Capabilities (Federal Only)

• UKG printing 1095-C forms and mailing them to Customers’ employees will follow the same description of services as the Year End Tax Forms section above. Customer is responsible for the cost of shipping and handling.

• Electronic filing of 1094-C and 1095-C forms to the IRS on Customer’s behalf

3. 1095-C File Capabilities (State Only)

• Electronic filing of 1094-C and 1095-C forms, only to the following regions, on Customer’s behalf:

California, New Jersey, Rhode Island, and District of Columbia.

• Customer shall be responsible for any other 1095-C form submissions or other ACA and/or state individual mandate reporting other than referenced above.

Assumptions:

• Data included in the healthcare measurement periods for the eligibility “lookback” calculations will begin with the first payroll processed using the Subscription Services. Data converted from legacy systems is not available for eligibility “lookback” purposes.

• Prior to performing the ACA Distribution Services, Customer must provide UKG all required ACA data related to 1094-C and 1095-C forms and such data must be entered into and validated within the UKG Pro.

• UKG will not be liable for any invalidity or inaccuracy caused by Customer unless Customer so notified UKG within three (3) business day of UKG making available to Customer any and all ACA regulatory forms and filings. Customer will examine them for their validity and accuracy according to Customer’s records. Customer will immediately notify UKG of any inaccuracies.

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• Customer is responsible for all shipping charges, whether billed by UKG as a pass through expense or direct billed to Customer via its own carrier. Customer shall have the option to use their own Federal Express or United Parcel Services account number.

Exhibit “C-1” UKG Services Descriptions
UKG Pro Pay and/or UKG Pro People Center Services Description Exhibit 1 Service Level Agreement for the Subscription Services Availability Exhibit 2 Customer Support Policy for UKG Pro Pay and UKG Pro People Center Exhibit 3 UKG Pro Payment Services
Exhibit 4 UKG Pro Print Services/Check Printing Services Exhibit 5 UKG Pro ACA Services

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UKG Pro Pay and/or UKG Pro People Center
Services Description

1. Services Description

1.1. This services description (“Services Description ”) applies to UKG’s provision of the commercially available version of UKG Pro Pay and/or UKG Pro People Center software as a service application(s) as listed in section

1.2 and services related thereto (“ Subscription Services”) when set forth on the Order. Subscription Services shall be delivered by means of Customer’s permitted access to the infrastructure hosting Subscription Services.

This Services Description is subject to and governed by the Order and the corresponding agreement that governs Customer’s use of Subscription Services and other services (collectively, the “Agreement”).

1.2. This Service Description also applies to the following Subscription Services when set forth on the Order:

The UKG Pro Pay, UKG Pro People Center, UKG Pro Payment Services, UKG Pro Employee Pay, UKG Pro ACA Services, UKG Pro Check Printing, UKG Pro Basic SSO, UKG Pro Employee Voice, UKG Pro HCM NPRD, UKG Pro Talent Acquisition (UKG Pro Onboarding and UKG Pro Recruiting), UKG Pro Talent, UKG Pro Performance and Coaching,
UKG Pro Internal Marketplace, UKG Pro Compensation, UKG Pro Learning, UKG Pro Benefits Administration, UKG Pro Talk, UKG Pro Document Manager, UKG Pro People Assist and UKG Pro Benefits Hub.

2. Right to Access and Use

2.1. UKG will provide Customer with access to and use of the Subscription Services during the Order Term (which include the Initial Term and the agreed successive applicable Renewal Terms). Such access and use are limited to the Subscription Services specified on the Order and based on the employee use as described in this section 2 and the Order.

2.2. The Employee Types that are set forth in the Order are defined as follows (“Employee Type”):

2.2.1. Compensated Employees: persons receiving a check, advice of deposit or otherwise compensated by the Customer using the Subscription Services.

2.2.2. HR Only Employees: persons who are not Compensated Employees, People Center Employees or Limited Access Employees and reside in the United States and Canada. These employees shall only be accessing the Subscription Services for human resources record keeping only.

2.2.3. Global Employees: persons who are not Compensated Employees, People Center Employees or Limited Access Employees and reside outside of the United States and Canada. These employees shall only be accessing Subscription Services for human resources record keeping only.

2.2.4. People Center Employees: persons not receiving a check, advice of deposit or otherwise compensated by the Customer using the Subscription Services as set forth on an Order.

2.2.5. Limited Access Employees: persons with a status of terminated who have access to the Subscription Services portal.

If Customer is using Employee Types outside of the definitions set forth in this Section 2, then UKG shall provide Customer with an updated order to amend and/or update the Employee Type usage and Customer agrees to execute such updated order. Such Order may include an increase in fees for such Employee Type and/or a change to the fees for the Subscription Services usage at the then current price. To the extent applicable to Customer, Customer shall notify UKG prior to the Billing Start Date of UKG Pro Pay and/or People Center as to which pay groups or component companies correspond to the Employee Type as set forth in the order. In the event the Customer has configured pay groups or component companies within UKG Pro Pay and UKG Pro People Center and makes changes or additions that affect the Employee Types as set forth in an Order, Customer shall notify its UKG relationship manager of any changes or additions to ensure proper usage billing setup and accurate invoicing. In the event Customer does not notify UKG of such changes or additions, UKG is not responsible for any backdated credits due to improper billing setup as a result of any changes or additions made by Customer.

3. Fees, Payment and Invoicing

3.1. Subscription Services usage is priced as identified on the Order. UKG will monitor Customer’s usage of the Subscription Services to calculate the fees.

3.2. T he Subscription Services are based on a variable usage model and will be invoiced and payable as follows:

3.2.1. Customer will pay UKG the Subscription Services fees for the Monthly Minimum Quantity set forth in the Order, and where applicable, for any additional use of the Subscription Services in excess of the Exhibit “C-1” UKG Services Descriptions
UKG Pro Pay and/or UKG Pro People Center Services Description

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Monthly Minimum Quantity (“Usage Overage”). The monthly Subscription Services fees (based on the number of employees multiplied by the applicable Subscription Services fee) may increase or decrease if the number of employees based on the Employee Types increases or decreases, but in no event will the monthly Subscription Services fee be calculated on less than the Monthly Minimum Quantity of employees as set forth in the Order.

3.2.2. UKG will invoice the Customer for the Subscription Services as follows: (i) the Monthly Minimum Quantity commencing on the on the Billing Start Date and thereafter in accordance with the Billing Frequency stated on the Order and (ii) the Usage Overage, commencing on the earlier of the Billing Start Date or the date that Customer begins use of the Subscription Services in the UKG production environment, and monthly in arrears thereafter, unless agreed otherwise in the Order.

3.2.3. Notwithstanding section 3.2 above and as it relates to the Monthly Minimum Quantity, the parties agree that (i) if the Billing Start Date is on or before the 15th day of a calendar month, UKG will invoice Customer the Subscription Services fee for the Monthly Minimum Quantity for that month and each remaining month of the Initial Term, and (ii) if the Billing Start Date falls after the 15th day of the calendar month, UKG will invoice Customer for the Subscription Services fees of the Monthly Minimum Quantity on the first day of the following calendar month and each remaining month of the Initial Term.

3.2.4. The fees for the Launch services are based on the Launch Quantity in the Order. In the event that the number of Customer’s employees exceeds 110% of the Launch Quantity in such Order as of the applicable Subscription Services live date, then Customer agrees to pay UKG at the then current rate per each additional employee launch. For clarification purposes, this additional Launch fee if applicable shall only be charged to Customer as of the applicable Subscription Services live date and Customer shall not be charged for any additional Launch fees subsequent to that date. The Launch services shall be provided to Customer for only the services as set forth in the Statement of Work. Launch services outside of the scope of the Statement of Work shall be quoted to Customer and agreed upon by the Parties in writing.

4. Customer Data

Customer Data shall be available to Customer to retrieve at no additional charge throughout the term of an applicable Order.

5. UKG Pro HCM NPRD (Test environment)

If UKG Pro HCM NPRD is included in an Order, UKG shall make available to Customer a non-production test environment for human resources and payroll administration. Customer will receive up to a maximum of four (4) restores (initial and/or subsequent loading of Customer’s data from Customer’s production environment to Customer’s test environment) per twelve (12) month period commencing on the Billing Start Date (“Test Period”). Customer acknowledges that the test environment, while functionally the same as the production environment is not scaled for, nor designed to replicate a fully operational production environment. Customer will identify the key contact personnel who will be responsible for scheduling and coordinating all activities related to the implementation and ongoing maintenance of the test environment.

6. UKG Pro Employee Voice

If UKG Pro Employee Voice is included in an Order, Customer grants to UKG the right to sub-license de-identified Customer Data, which includes the employee survey responses to third parties (currently Mercer (US) Inc.) for the purposes of improvements to the questions sets and bench marking data. UKG Pro Employee Voice is available
exclusively in the United States and Canada, and is offered only in English.

7. Service Level Agreement
UKG offers the Service Level Agreement as set forth in Exhibit 1.

8. UKG Support Policy
UKG offers the UKG Support Policy attached as set forth in Exhibit 2.

9. UKG Pro Payment Services
If Customer orders the UKG Pro Payment Services and/or UKG Pro Employee Pay such Subscription Services are described in Exhibit 3.

10. UKG Pro Print Services

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If Customer orders the UKG Pro Print Services/Check Printing Services, such Subscription Services are described in Exhibit 4.

11. UKG Pro ACA Services

If Customer orders the UKG Pro ACA Services, such Subscription Services are described in Exhibit 5.

12. UKG Pro Recruiting, Candidate Match

12.1. If Customer purchases access rights to UKG Pro Recruiting or UKG Pro Talent Acquisition, Customer may enable Candidate Match. UKG Candidate Match includes tools, features , and functionalities powered by artificial intelligence solely available in English and in the United States . Candidate Match is not capable of processing other languages.

12.2. Due to the probabilistic nature of artificial intelligence, the use of Candidate Match may produce inaccurate results.

The Customer acknowledges and agrees that: (a) the output should not be solely relied upon as completely accurate or as a replacement for professional advice; and (b) the output must be reviewed and assessed by human reviewers for accuracy and suitability before being used or shared. The Customer remains fully responsible for any data they provide and for the results or outcomes generated by the Subscription Services after processing Customer Data.

12.3. The Candidate Match score is not intended to replace the human judgment of Customer’s own personnel during any step of the recruitment or hiring process.

12.4. Customer Responsibilities. Customer must:

12.4.1. provide legally adequate privacy notices, obtain necessary consents for the processing of personal data by Candidate Match prior deploying the functionality, and provide for individual’s rights;

12.4.2. provide individual candidates with the opportunity to opt out or opt in, as appropriate under the applicable laws, from Candidate Match and have their application and information be processed manually by Customer; and

12.4.3. use Candidate Match in accordance with applicable laws and the UKG Acceptable Use Policy.

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EXHIBIT 1

SERVICE LEVEL AGREEMENT FOR THE

SUBSCRIPTION SERVICES AVAILABILITY

Service Level Agreement: UKG offers the Service Level Agreement (SLA) and associated SLA Credits as described herein, solely for UKG Core Subscription Services ( i.e., Subscriptions Services which are subject to the Services Descriptions governing UKG Pro Pay Services and UKG Pro People Center.

Availability: The production environment of the Subscription Services will maintain 99.75% Availability. Availability is calculated on a monthly basis as follows:

(
Monthly Minutes - Total Minutes Not Available -
Maintenance Period ) X 100% ≥ 99.75%
Monthly Minutes - Maintenance Period

Monthly Minutes: means the total time, measured in minutes, of a calendar month commencing at 12:00 am of the first day of such calendar month and ending at 11:59 pm of the last day of such calendar month.

Maintenance Period: means a scheduled maintenance period within the applicable maintenance window identified below, when the Subscription Services are not available. The Maintenance Period is used for purposes of the Service Credit Calculation; UKG continuously supports the production environment on a 24x7 basis to reduce disruptions.

The current maintenance window for UKG Pro Pay and/or UKG Pro People Center and related Subscription Services covered by the same Services Description for each of the data center locations is:
• System daily maintenance from 3:00 a.m. to 5:00 a.m. EST, up to but not to exceed a maximum of five (5) hours per month.

• Emergency maintenance, as required, when necessary.

• Extended release upgrade window, as required, three (3) times per year on either Saturday or Sunday from 2:00 a.m. to 8:00 a.m. EST.

• Extended system maintenance, as required, once per year on either Saturday or Sunday from 12:01 a.m. to 12:00 p.m. EST.

Total Minutes Not Available: means the total number of minutes during the calendar month that the Subscription Services is inaccessible as the result of an Outage.

Outage: means the Customer is unable to access the UKG tenant environment at any of its production data centers’ internet connection points for reasons other than (a) the failure or malfunction of equipment, applications or systems not owned or controlled by UKG or its third party suppliers providing the Subscription Services (b) the suspension of the Subscription Services in accordance with the terms of the Agreement.

Service Credit Calculation: An Outage will be deemed to commence when the Subscription Services is unavailable to Customer and ends when UKG has restored Availability to the Subscription Services. Outages in one production environment may not be added to Outages in any other production environment for purposes of calculating SLA Credits.

SLA Credits: If, due to an Outage, the Subscription Services does not maintain 99.75% Availability, Customer is entitled to a credit to Customer’s monthly invoice for the affected month, such credit to be equivalent to 3% of Customer’s monthly Subscription Services fe es for every 1% of Availability below 99.75%, but in no event to exceed 100% of Customer’s monthly Subscription Services fees. SLA Credits become available starting the month after Customer’s Subscription Services are live.

Reporting and Claims Process
UKG will provide Customer with Availability metrics on a monthly basis for each prior calendar month, upon Customer’s written request to UKG within sixty (60) days of completion of the month that Customer is claiming an SLA Credit.

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Customer waives any right to SLA Credits not requested within this time period. All performance calculations and applicable SLA Credits are based on UKG’ records and data unless Customer can provide UKG with clear and convincing evidence to the contrary.

Customer acknowledges that UKG manages its network traffic in part on the basis of Customer’s utilization of the Subscription Services and that changes in such utilization may impact UKG’ ability to manage network traffic. Therefore, notwithstanding anything else to the contrary, if Customer significantly changes its utilization of the Subscription Services than what is contracted with UKG and such change creates a material and adverse impact on the traffic balance of the UKG network, as reasonably determined by UKG, the Parties agree to co-operate, in good faith, to resolve the issue. Customer further acknowledges that the SLA Credit shall serve as Customer’s sole and exclusive remedy in connection with UKG not meeting the Service Level Agreement as set forth herein in full and final settlement of any Subscription Services level claims. For the avoidance of doubt, the SLA Credit specified herein shall be in recognition of the diminished value of the Subscriptions Services resulting from UKG’s failure to meet the agreed upon level of performance, and not as a penalty.

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EXHIBIT 2

CUSTOMER SUPPORT POLICY

FOR UKG PRO PAY AND UKG PRO PEOPLE CENTER

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

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:

• 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

Thirty (30) minutes
or immediately via
Rapid Response

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.

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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-ordin ation. 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 assis t 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

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EXHIBIT 3

UKG PRO PAYMENT SERVICES

Regulated financial services, including regulated aspects of the UKG Pro Payment Services provided under this Services Description, will be performed by Kronos SaaShr, Inc., a subsidiary of UKG Inc. For the purposes of this Services Description, UKG includes Kronos SaaShr, Inc.

In the event of a conflict between the terms and conditions of this Services Description and the terms and conditions of the Agreement, the terms and conditions of this Services Description shall prevail as it relates solely to the UKG Pro Subscription Services.

1. Definitions

“ACH” means the network used for electronic payments and money transfers, Automated Clearing House.

“Business Day” means any day of the year other than (a) a Saturday, Sunday or (b) on day on which banking institutions in any jurisdiction of the banking institution of any applicable Customer legal entity are closed or (c) an applicable statutory or civic holiday.

“Customer Payee” means an employee or individual receiving a check, direct deposit or other compensation from Customer using the Subscription Services.

“DDA” means Direct Deposit Advices.

“EFTPS” means U.S. Treasury Department’s Electronic Federal Tax Payment System.

“Employee Pay Liabilities” means that portion of US Payroll Liabilities relating to the net payment of funds (wages or other compensation) to employees receiving a check or direct deposit from Customer using the Subscription Services. Employee Pay Liabilities do not include accounts payable or Voluntary Deductions.

“Garnishment Liabilities” means that portion of Payroll Liabilities relating to wage garnishments, including federal and state tax levies, bankruptcy orders, student loan, child support and spousal support withholding orders.

“NACHA” means National Automated Clearing House Association. NACHA administers the rules for processing ACH transactions through the ACH network.

“Payroll Liabilities” means as applicable the Employee Pay Liabilities, the Canadian and U.S. Payroll Tax Liabilities and U.S. G
arnishment Liabilities related to a designated payroll check date that Customer owes but has not yet paid.

“Payroll Tax Liabilities” means that portion of Payroll Liabilities relating to payroll taxes, including, all applicable U.S. federal, state and local taxes, Social Security and Medicare and as applicable Canadian federal, provincial and territorial government source deductions which may include income tax withholding, Canadian Pension Plan and Employment Insurance.

“Voluntary Deductions” means that portion of Payroll Liabilities that an employee has voluntarily agreed to have withheld from their compensation and paid to another party (such as a creditor or other third party, including but not limited to 401(k) plans, insurance plans and dues).

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2. Payment Services

2.1. Schedule and Exchange of Information
The parties agree with the following Payment Services Schedule:

UKG Pro Payment Services
Data Remittance By 12:00 pm (Customer’s local time) no less than Two (2) Business Day prior to the applicable check/cheque date(s)

For Canadian Payment Services, this applies to regular payrolls, supplemental payrolls, bonus payrolls, payrolls that fall on or around a Canadian holiday, and any adjustment payrolls.

Payment Services/ Cash
Collection Report
One (1) Business Day prior to the applicable check/cheque date

For Canadian reporting, within four (4) hours of Customer closing payroll for the applicable cheque date.

Funds Collection Customer funds should be available in Customer’s designated bank account(s) at open of business one (1) Business Day prior to the applicable check/cheque date.

Funds must be received by UKG by 12:00PM Customer time.

In the event that processing is delayed by Customer, UKG may be required to utilize an alternative funding method.

As a result of the delayed processing, additional fees may be imposed on Customer by UKG or its suppliers, including, without limitation, by the applicable financial institutions. Customer will be fully responsible for such additional fees.

2.2. Data Remittance
Customer will complete and close payroll using the time and delays outlines in the table above. Customer acknowledges that the data and all information from the completed payroll from the Subscription Services will be the basis for the Payment Services as provided for herein. Customer acknowledges and agrees to allow UKG access to Customer’s masterfile(s) datastore in order to export data to provide the Payment Services herein.

UKG will not be liable for any invalidity or inaccuracy caused by Customer or Customer Data unless Customer so notifies UKG within one (1) business day of Customer’s completion of payroll for the applicable check/cheque date or within ten (10) days of quarterly records being made available to Customer by UKG.

2.3. Cash Management
a. Reporting for Cash Collection – U.S.

Payment Service reports shall be available to Customer applicable to any given payroll closed within the defined parameters as set forth in the table above, in order to allow Customer to generate reports based upon such data at the open of normal business hours.

Reporting for Cash Collection - Canada
UKG will make the funding report available to Customer which is applicable to any given payroll closed within the defined parameters as set forth in the table above. The funding request will be basis for Customer to execute a wire transfer to UKG’s designated Canadian financial institution.

In the event of late supplemental payrolls, bonus payrolls, or adjustment to payrolls, Customer must open a case in the customer support ticket logging portal to notify the Canadian Payment Services team of the additional tax data.

b. Funds collection

1. General
Customer funds will be collected to cover other Customer liabilities covered by this Services Description (to include but not limited to any additional tax payments, penalties and/or interest resulting from tax notices or amendments or quarter-end variances).

Customer agrees to maintain authorization to enable UKG to initiate direct wire, ACH, and reverse wire (for U.S. only) of Customer’s designated bank account(s) and to maintain good and sufficient collected funds in the Customer’s designated bank account(s) to cover all funding transactions to be made under this Services

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Description.

Prior to Customer using the Payment Services in a production environment or when Customer is changing their designated bank account(s), Customer agrees to establish and successfully test authorization with its bank to allow for direct wire, ACH, and revers e wire (for U.S. only) in accordance with the terms of this Services Description.

2. U.S. Funds collection
UKG will debit Customer’s designated bank account(s) for the Payroll Liabilities. Payroll Tax Liabilities not requiring “next day” payment and Garnishment Liabilities will be collected by ACH debit. Payroll Tax Liabilities requiring a “next day” payment will be collected by reverse wire.

3. Canadian Funds collection
Customer is required to provide good and collected Canadian funds to the UKG’s designated Canadian financial institution via customer initiated direct wire transfer, for all Payroll Liabilities at least one (1) business day prior to the payroll cheque date by noon (12:00pm) Customer’s local time. Funding via ACH or EDI is not permitted.

Customer will utilize the funding request provided by UKG to determine the amount to fund.

No currency exchange between Canadian funds and United States funds will take place. UKG’s designated Canadian financial institution will be in Canada, and UKG shall remit Customer’s statutory deductions using Canadian currency.

c. Banking Transactions
Delivery of Payment Services is subject to the laws and regulations of the banking industry including but not limited to the operating rules of the NACHA. Customer grants UKG the authority to issue payments on behalf of Customer.

In addition to Customer’s other obligations under this Services Description, Customer agrees to comply with the NACHA rules applicable to it with respect to Customer’s use of the Payment Services and Customer agrees that UKG shall have the right to require, on a reasonable basis, Customer to demonstrate its compliance with NACHA rules. Customer agrees not to originate transactions that violate applicable laws and regulations. International transactions are not allowed under the Payment Services.

In the event that UKG is prohibited from performing the Payment Services (or a portion thereof) as set forth herein due to a banking institutions’ restrictions or other applicable regulatory restrictions, then UKG shall have the option to terminate the Payment Services (or any portion thereof) upon written notice to Customer.

d. Investment of Funds
UKG shall pay Customer’s Payroll Liabilities to the designated recipient of such Payroll Liabilities (to the extent that Customer has made available or wired the required funds in accordance with the terms of this Services Description). The Customer funds held by UKG will be segregated from other funds of UKG but may be commingled with funds of other customers. UKG will be entitled to receive all net income generated on any funds held pursuant hereto.

e. Record of Collections and Disbursements
Customer will examine all records of any disbursements made available to Customer for validity and accuracy according to Customer’s records. Customer will promptly notify UKG of any inaccuracies or inconsistencies.

The specific record retention schedules established by governmental entities applicable to Customer are the responsibility of Customer and are not the responsibility of UKG or the services being provided under the Agreement. UKG has no responsibility or liability for maintaining or retaining said records for Customer.

2.4. Document Execution and Adjustments
Customer agrees that it will promptly respond to any and all reasonable requests, including without limitation execution of required documents, made by UKG for the purpose of UKG’s performance of the Payment Services.

UKG may amend or update the terms of this Services Description only as reasonably determined by UKG or as mandated by any governmental agency, taxing authority, banking partners or an authority overseeing banking or remittance transactions, provided such amendment or update does not adversely impact Customer’s normal business operations. In such an event, Customer shall have the option to reject such amendment or update, in good faith, within thirty (30) days of receipt of notice of such amendment or update by providing written notice to UKG. In the event Customer rejects an amendment or update to the terms of this Services Description and such rejection materially inhibits or prohibits UKG’s ability to perform the Payment Services (or any portion thereof),

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UKG shall have the option to terminate the Payment Services (or any portion thereof) upon written notice to Customer.

Customer agrees to promptly and accurately perform its responsibilities as set forth in this Services Description and acknowledges that failure to do so may result in additional fees or costs to Customer, including in the event that UKG is required to expedite processes and/or perform additional work on behalf of Customer in order to meet regulatory requirements. Any such additional charges will be performed at the then current hourly rate which shall be billed as incurred.

In the event of termination of the applicable Order, Customer shall provide an executed, timely Payment Services termination form to UKG. In the event Customer does not provide an executed, timely Payment Services termination form to UKG, Customer shall be fully liable for actions taken by UKG resulting from Customer’s failure to provide UKG such Payment Services termination form.

2.5. Data Retention
Customer agrees that UKG will retain Customer’s wage and tax data applicable to Payment Services for a period not to exceed four (4) years from the date of termination of Subscription Services (“Retained Data”). Retained Data may be used for responding to tax notices, preparation of amended payroll tax returns or similar matters applicable to Customers term of Payment Services.

2.6. Payment Services
a. General
UKG is not obligated to commence providing the Payment Services and is not obligated to pay Customer’s Payroll Liabilities for any payroll check date, until UKG has received all information and funding necessary to disburse all applicable Payroll Liabilities.

UKG is not responsible for any pre- existing errors or similar matters arising prior to commencement of the Payment Services by UKG or for any errors that may occur in the event the Customer fails to (i) provide UKG with all necessary, complete, and accurate information or (ii) fund the relevant amount of Payroll Liabilities for any payroll check date.

In addition to, and not in limitation of UKG’s other rights hereunder, in the event that Customer fails to materially comply with its obligations under this Services Description, UKG may elect to terminate performance of the Payment Services (or any portio n thereof) upon written notice to Customer. UKG shall provide Customer an opportunity to cure such failure that is capable of cure within thirty (30) days of Customer’s receipt of written notice or such lesser period to the extent that such failure materially inhibits or prohibits UKG’s ability to perform the Payment Services (or any portion thereof).

b. Tax Filing Services
Through the Tax Filing Services, UKG will:
• Prepare, deposit and file Customer’s Payroll Tax Liabilities for those federal, provincial, state, and local jurisdictions (as applicable) listed by Customer on the company profile report (provided with the standard company set up package) and any updates provided to UKG by the Customer. • Prepare a quarterly tax statement for each Federal Employer Identification Number (FEIN). This statement will include a summary of tax liabilities reported throughout the quarter, and account reconciliation and printed returns filed at quarter-end. • Answer tax agency correspondence for tax deposits and returns filed by UKG. • File amended returns including W-2Cs as required for returns processed under this Services Description by UKG.
• Provide W2 agency filings.
• Excluded for Canada only: Year End Filing - Customer is responsible for the following Year End filing:
• Upload of XML files (T4’s, RL1’s, and Summary) to CRA and Quebec (if applicable) from UKG Pro. • File Provincial Annual Returns
• File Statement of Wages for Worker’s Compensation (if applicable).

c. Tax Information Acknowledgment:

As required by the Internal Revenue Service, the following information must be disclosed to taxpayers that utilize a third party to perform tax filing services on its behalf:

Customer acknowledges that it is responsible for the timely filing of employment tax returns and the timely payment of employment taxes for its Customer Payees, notwithstanding that Customer has authorized UKG to file the returns and make the payments on its behalf. Customer is solely responsible for any penalties and interest assessed by federal, provincial, state, and local jurisdictions (as applicable), except to the extent that (i) UKG’s negligence results in the assessment, (ii) Customer gives timely notice to UKG, and (iii)Customer

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mitigates its damages including timely appeals or assigning appeal rights to UKG.

The Internal Revenue Service recommends enrollment in the EFTPS to monitor your account and ensure that timely tax payments are being made. Enrollment in the EFTPS may be done online at www.eftps.gov, or call (800) 555-4477 for an enrollment form. State tax authorities generally offer similar means to verify tax payments.

Contact the appropriate state offices directly for details.

d. Garnishment Disbursement Services – U.S. only
UKG is not responsible for providing additional administrative services, including, but not limited to, agency research, account reconciliation, garnishment data input and adjustments. Customer is solely responsible for the setup of the garnishment requirements in the UKG Pro Software in accordance with the UKG Pro Documentation and UKG is not responsible for same. UKG is not responsible for any errors that result from Customer’s failure to comply with this paragraph.

Through the Garnishment Disbursement Services, UKG will remit Customer’s Garnishment Liabilities for those federal, state, and local payment processing units and any individual third party(ies) to which an employee of Customer owes a debt and has agreed or is compelled by requisite governmental authority to resolve via garnishment of employee’s wages. UKG will make available a report of garnishment activity to Customer summarizing funds collection and disbursement transactions completed for the designated payroll check date(s).

Customer will not set up Voluntary Deductions for payment through UKG’s Garnishment Disbursement Services.

e. UKG Pro Employee Pay – only available in the continental U.S. and if and as included on the Order

1. UKG Pro Employee Pay – UKG Responsibilities:

For Employee Pay Liabilities completed by Customer in the UKG Pro Software for the designated payroll check date(s), excluding manual checks issued from Customer’s bank account, UKG will issue payroll payments to the designated employees by: (a) submitting payment information to the appropriate funds transfer network(s) in the form required for the electronic crediting/direct deposit of payment to the designated bank accounts of an employee ; and/or (b) create negotiable paychecks payable to the order of an employee drawn from an UKG bank account. Each paycheck will be printed on UKG check stock with an UKG officer’s signature and UKG logo using the check date provided by Customer.

In the event UKG becomes aware that Customer or an employee is designated as an entity or person for which funds cannot be processed due to banking or regulatory restrictions (including, but not limited to, restrictions imposed by the U.S. Department of Treasury’s Office of Foreign Assets Control), UKG will no longer provide UKG Pro Employee Pay to Customer. Prior to termination, UKG shall provide reasonable notice to Customer provided the applicable banking or regulatory restrictions permit such notice.

UKG will make available an employee pay report to Customer summarizing completed funds collection and disbursement transactions, including outstanding and stale dated payroll checks. UKG will notify Customer in the event UKG is unable to make payment to an employee. Funds held by UKG for stale dated payroll checks and employee payments that cannot be made will be returned to Customer.

Provided Customer has met the data remittance and funding deadlines outlined above, direct deposit payments remitted by UKG through UKG Pro Employee Pay will settle on the payroll check date. The funds availability policy of each employee’s bank is different, and UKG cannot guarantee when these funds become available.

2. UKG Pro Employee Pay - Customer Responsibilities:

In connection with UKG Pro Employee Pay, Customer agrees to (and bears responsibility for):

• Review and audit all payroll data, reports and other materials prior to committing the payroll through the UKG Pro Software. Customer shall correct any discrepancies or errors in such materials prior to the next scheduled processing;
• Monitor changes to those laws specifically applicable to Customer’s business, interpreting applicable laws and regulations, determining the requirements for compliance with such laws and regulations, and Customer shall be responsible for any changes to its payroll processing requirements as a result of such laws;
• Correct direct deposit exceptions and update direct deposit information before transmitting payroll data for Customer’s next payroll (otherwise Customer could be in breach of applicable laws or regulations, including, but not limited to, NACHA and other banking or other applicable laws or regulations, and Customer may incur fines as a result);
Be responsible for contacting employees to resolve payment of any voided paychecks and reimburse

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UKG for any losses and fees incurred by UKG in circumstances where UKG honors Customer’s request to initiate a stop payment order but the check originally issued is subsequently presented for payment by a holder in due course (including fraud or misconduct on the part of an employee); • Requiring employees to complete, sign and maintain any account funding authorizations or other documents or authorizations necessary for UKG to provide UKG Pro Employee Pay, including authorizations for the initiation of credit entries. Customer shall maintain a readily available copy of signed documents and authorizations. Without limitation, Customer shall ensure that each employee utilizing UKG’s DDA service has authorized the initiation of credit entries and the crediting of the employee’s account, as well as the debiting of the employee’s account through a file reversal in the event of a returned item from Customer’s account or any funding deficiency by Customer (to extent permitted by law). Customer must ensure that such authorizations are operative at the time of transmittal and crediting/debiting of the employee’s accounts;
• Grant to UKG the authority to issue payments on behalf of Customer, and to take such other action as may be necessary from time to time in connection with the provision of UKG Pro Employee Pay, which, depending on the circumstances, may include but not limited to, the authorization of UKG to instruct Customer’s designated bank to stop payment and/or to refuse payment as required to provide the UKG Pro Employee Pay;
• Prenote direct deposits for all of Customer’s employees before UKG Pro Employee Pay is activated and, (if required by customer) for each new Customer employee who elects direct deposit or in the event a Customer employee makes a bank account change; UKG Pro Employee Pay does not include manual check printing. Customer may issue manual checks from their own bank account; • Customer shall not distribute any checks to any employee prior to the check date. Any checks presented for payment prior to the check date may be returned unpaid by the bank, and UKG may impose upon Customer an early check cashing fee of $25.00 per unit; • If Customer desires to stop payment on any check, Customer shall provide UKG with a stop payment request in such form required by UKG. UKG shall then place a stop payment order with UKG’s bank within twenty-four (24) hours of UKG’s receipt of such stop payment request. Customer shall not request UKG to stop payment on any check that represents funds to which the applicable employee is rightfully entitled. Customer agrees to indemnify, defend, and hold harmless UKG and its affiliates and their successors and assigns from and against any liability whatsoever for stopping payment on any check requested by Customer and from and against all actions, suits, losses, claims, damages, charges, and expenses of every nature and character, including attorney fees, in any claims or suits arising by reason of stopping payment on said check, including claims made by a “holder in due course” of such check; and Customer shall be responsible for payment of all applicable banking fees pursuant to UKG Pro Employee Pay. Fees imposed to employees or Customer by an employee’s bank or a check cashing facility are not the responsibility.

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EXHIBIT 4

UKG PRO PRINT SERVICES/ CHECK PRINTING SERVICES

1. UKG Pro Check Printing

1.1. UKG will print Customer’s United States and/or Canada checks and/or Direct Deposit Advices (“DDAs”) on a per Check Print Request (defined as a group standard check export files from the Subscription Services uploaded together into one request) basis and deliver or mail as requested by Customer. United States and Canadian checks or DDAs will be processed separately.

The printing and distribution of any DDA will be performed for an additional fee as set forth in Section 1.2c. o Standard Printing – For each Check Print Request that is received by 3:00PM in Customer’s time zone, UKG will use commercially reasonable efforts for such request to be printed and shipped within the next business day. Each check export file received after 3:00PM in the Customer’s time zone will be printed and shipped within two (2) business days. o Expedited Printing – Upon Customer’s request, UKG shall make commercially reasonable efforts to expedite a Check Print Request that is received by 12:00PM in Customer’s time zone to be printed and shipped the same business day for the fee set forth in Section 1.2c. Check export files received after 12:00PM in Customer’s time zone cannot be expedited. Any expedited Check Print Request that is not shipped the same business day will not be charged the expedited fee.

1.2. Customer will provide the check export file to UKG via the standard delivery methodology as required by UKG. Customer acknowledges that the data and all information from the completed payroll from UKG will be the basis for the Check Print services as provided for herein.

a. Year End Tax Forms
UKG Pro Tax Forms Printing
UKG will be responsible for printing W -2, 1099, T4 or Relevé 1 forms for Customer as applicable.

UKG will supply the form and Customer will be responsible for shipping costs. Customer will also be responsible for UKG’s then-current handling fees.
b. Print Shipping
UKG Pro Print Shipping
UKG shall be responsible for delivering printed documents to the carriers set forth below, as selected by Customer.

First Class Mail (Direct mail to employees)
UPS - Next Day Air & 2nd Day Air, Ground (Tax Forms ONLY) FedEx - Next Day Air & 2nd Day Air
Customer shall have the option to use their own Fed Ex or UPS account number.

UKG shall not be responsible for the actions or inactions of any shipping carrier.

For the purposes of this section, printing and delivery are applicable to business days only (excluding UKG holidays). Print Requests received by UKG on a non-Business Day or an UKG holiday shall be deemed to have been received on the following business day. Also, customer time zone shall be deemed the customer’s main location within the 48 contiguous states, within the United States or within the provinces and territories in Canada from the Eastern to Pacific time zones.

Additional services outside the scope of this Service Description, including, but not limited to, pay group setup, component company setup, bank setup, signature, logo, custom setup, missing and/or incorrect information, and return package, will be provided upon Customer request and billed at the then current rate as incurred.

c. Fees
Services Fees
Check/DDA For U.S. - USD$.50 per Check/DDA
For Canada - CAN$.50 per Check/DDA
Year End Form For U.S.- USD$2.00 per Form page
For Canada - CAD$2.00 per Form page

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Check Print
Handling/Split Package
For U.S.- No charge for first 5 splits, USD$4.00 per split thereafter – per Check Print Request
For Canada - No charge for first 5 splits, CAN$4.00 per split thereafter – per Check Print Request

Year End Form Handling Customer is responsible for handling fees at the then-current rate
Shipping/Delivery
Methods
Customer is responsible for all shipping charges, whether billed by UKG as a pass-through expense or direct billed to Customer via its own carrier
Check Print Expedite
Processing Fee

For U.S. - USD$250.00 per Check Print Request, upon request by Customer
For Canada - CAD$250.00 per Check Print Request, upon
request by Customer
Check Print Launch Fee For U.S. - USD$2,000.00
For Canada – CAD$2,000.00

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EXHIBIT 5

UKG PRO ACA SERVICES – U.S. ONLY

1. UKG Pro ACA Toolkit

ACA Toolkit - Included for all customers at no additional cost:

• Eligibility ‘lookback’ calculations based upon payrolls processed with the Subscription Services • Enrollment based on eligibility
• Post exchange notices to employee document area
• Obtain and track employee consent to view 1095-C forms electronically • Generate completed 1094-C and 1095-C forms
• Import template for 1095-C data (if not available in UKG Pro) • Generate required 1095-Cs for those who are not active employees (i.e., COBRA, retirees) • Download 1095-C via employee self service
• Generate electronic file in IRS approved format
• Self Service printing and distribution of 1095-C forms • Self Service electronic filing to the IRS
• Comprehensive reporting and access to data about eligibility, penalty exposure, and offer of coverage

ACA Data Remittance

Customer will provide the required ACA data needed for 1094- C and 1095-C forms to UKG pursuant to the ACA standard guidelines. Customer acknowledges that (i) the ACA data and all ACA information contained in and generated from the Subscription Services will be the basis for the services as provided for herein, and (ii) Customer is required to approve the ACA data on an annual basis in accordance with the deadlines set forth in the ACA Toolkit and provided in writing to Customer via newswire to Customer's designated representative.

Once Customer validates the data, Customer is responsible for submitting the filing to the IRS.

2. 1095-C Print and File Capabilities (Federal Only)

• UKG printing 1095-C forms and mailing them to Customers’ employees will follow the same description of services as the Year End Tax Forms section above. Customer is responsible for the cost of shipping and handling.

• Electronic filing of 1094-C and 1095-C forms to the IRS on Customer’s behalf

3. 1095-C File Capabilities (State Only)

• Electronic filing of 1094-C and 1095-C forms, only to the following regions, on Customer’s behalf:

California, New Jersey, Rhode Island, and District of Columbia.

• Customer shall be responsible for any other 1095-C form submissions or other ACA and/or state individual mandate reporting other than referenced above.

Assumptions:

• Data included in the healthcare measurement periods for the eligibility “lookback” calculations will begin with the first payroll processed using the Subscription Services. Data converted from legacy systems is not available for eligibility “lookback” purposes.

• Prior to performing the ACA Distribution Services, Customer must provide UKG all required ACA data related to 1094-C and 1095-C forms and such data must be entered into and validated within the UKG Pro.

• UKG will not be liable for any invalidity or inaccuracy caused by Customer unless Customer so notified UKG within three (3) business day of UKG making available to Customer any and all ACA regulatory forms and filings. Customer will examine them for their validity and accuracy according to Customer’s records. Customer will immediately notify UKG of any inaccuracies.

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• Customer is responsible for all shipping charges, whether billed by UKG as a pass through expense or direct billed to Customer via its own carrier. Customer shall have the option to use their own Federal Express or United Parcel Services account number.

Exhibit “C-1” UKG Services Descriptions
UKG Pro Workforce Management Services Description
Exhibit 1 Service Level Agreement
Exhibit 2 Customer Support Policy

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UKG Pro Workforce Management
Services Description

1. Scope

1.1 This Services Description applies to UKG’s provision of the commercially available version of the UKG Pro Workforce Management software as a service application(s) in UKG’s hosting environment, and related services, as listed in Section 1.2. This Services Description is subject to and governed by the Order and the corresponding agreement that governs Customer’s use of Subscription Services and other services (collectively, the “Agreement”).

1.2 This Service Description applies to the following Subscription Services and other Services when set forth on the Order: UKG TeleStaff Cloud, UKG Pro Absence, UKG Pro Accruals, UKG Pro Activities, UKG Pro Advanced Scheduling, UKG Pro Workforce Management Analytics, UKG Pro Auctions, UKG Pro Workforce Management Data Hub (Enterprise or Premium), UKG Pro WFM Employee Voice, UKG Pro Forecasting, UKG Pro Gaming, UKG Pro Workforce Management Healthcare Productivity, UKG Pro Leave, UKG Pro WFM Non-Prod Additional Tenant, UKG Pro Rotation Schedule, UKG Pro Scheduling, UKG Pro Strategic Workforce Planning, UKG Pro Task Management by Thinktime, UKG Pro Timekeeping (Hourly or Salaried), UKG Pro Workforce Management (Hourly or Salaried), UKG Pro People Analytics with Pro Workforce Management Data (Premium or Enterprise), and UKG Pro WFM Talk. It also includes UKG HRSD Document Manager and UKG HRSD People Assist if ordered with UKG Pro Workforce Management, but without UKG Pro Pay and /or UKG Pro People Center.

UKG Pro Workforce Management was formally referred to as UKG Dimensions.

1.3 Capitalized terms used but not defined in this Services Description will have the meanings ascribed to them in the Agreement.

2. Right to Access and Use, Fees

2.1 Customer acknowledges and agrees that the right to access and use the Subscription Services is limited based upon the number of employees identified on the Order . Applicable Monthly Service Fees will be invoiced on the Billing Frequency identified on the Order, commencing on the Billing Start Date. Customer may increase the number of employees using the Subscription Services by executing an additional Order. Seasonal Licenses, if purchased by Customer will also be identified on the Order. “Seasonal Licenses” are limited use licenses that have the following attributes: (i) valid only for the four (4) consecutive months during the annual period identified on the Order; (ii) valid from the first day of the month in which they commence until the end on the last day of the month in which they expire; and (iii) will be effective automatically each year during the Term, subject to termination and non- renewal as provided in the Agreement.

2.2 UKG will invoice Customer up to sixty (60) days in advance of the Billing Start Date. Upon Customer's receipt of such invoice, Customer shall pay the invoice within the payment term set forth in such Order.

3. Customer Data

Customer Data shall be made available to Customer to retrieve at no additional charge during the Order Term and, unless otherwise mutually agreed to by the parties, for no more than thirty (30) days after expiration or termination of the Agreement for any reason.

4. UKG Pro WFM Employee Voice

If UKG Pro WFM Employee Voice is included in an Order, Customer grants to UKG the right to sub-license de-identified Customer Data, which includes the employee survey responses to third parties (currently Mercer (US) Inc.) for the purpose of improving question sets and bench marking data. UKG Pro WFM Employee Voice is exclusively available in the United States and Canada, and is offered only in English.

5. Service Level Agreement

The Service Level Agreement for the availability of UKG Pro Workforce Management Subscription Services is set forth in E
xhibit 1.

Exhibit “C-1” UKG Services Descriptions
UKG Pro Workforce Management Services Description

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6. Customer Support Policy

Support is included with UKG Pro Workforce Management Subscription Services, however configuration of new features may be subject to additional costs. The Customer Support Policy for UKG Pro Workforce Management Subscription Services is set forth in Exhibit 2.

7. UKG Pro Workforce Management Additional Tenant and Disaster Recovery

7.1 UKG Pro Workforce Management includes one standard production tenant and one partial copy non-production tenant limited to 36 months of data. An additional partial copy tenant may be ordered on an annual basis for an additional fee.

7.2 For the production environment, the recovery time objective is 24 hours and the recovery point objective is 4 hours. Despite the above, for UKG Pro Strategic Workforce Planning, the recovery time objective and the recovery point objective is 48 hours.

8. AtomSphere Service and Boomi Software

“Boomi AtomSphere Service” means the third-party service for the creation of integrations by Customer, which Customer has the right to access through Subscription Services (excluding UKG TeleStaff Cloud).

“Boomi Software” means the third-party proprietary software associated with the Boomi AtomSphere Service.

As part of the Subscription Services but excluding UKG TeleStaff Cloud, Customer has the right to access and use the Boomi AtomSphere Service provided by Boomi, LP. (“Boomi”) and a non- exclusive, non-transferable and non- sublicensable license to use the associated Boomi Software as part of the Boomi AtomSphere Service. Customer may use the Boomi AtomSphere Service and the Boomi Software only to create integrations to and from the Subscription Services. If the right to use the Subscription Services terminates, Customer’s right to access the Boomi AtomSphere Service and the Boomi Software also terminates.

Customer understands and agrees that the AtomSphere Service and the Boomi Software may work in conjunction with third-party products and Customer agrees to be responsible for ensuring that it is properly licensed to use such third - party products. Customer further understands and agrees that: (i) the AtomSphere Service and the Boomi Software are protected by copyright and other intellectual property laws and treaties; (ii) Boomi, its Affiliates and/or its suppliers own the copyright, and other intellectual property rights in the AtomSphere Service and Boomi Software; (iii) the Boomi Software is licensed, and not sold; (iv) this Services Description does not grant Customer any rights to Boomi’s trademarks or service marks; and (v) with respect to the AtomSphere Service and Boomi Software, Boomi reserves any and all rights, implied or otherwise, which are not expressly granted to Customer in this Services Description.

Customer may, at its discretion, store other data on the systems to which it is provided access in connection with its use of the AtomSphere Service (the “Hosted Environment”). Customer is solely responsible for collecting, inputting and updating all Customer data stored in the Hosted Environment, and for ensuring that Customer complies with the Acceptable Use Policy with respect to the AtomSphere Service and Boomi Software. Customer agrees that such data may be accessed and used by Boomi and its representatives worldwide as may be needed to support Boomi’s standard business operations with respect to the AtomSphere Service and Boomi Software. Customer agrees that data consisting of Customer contact information (e.g., email addresses, names) provided as part of Maintenance AtomSphere Services may be sent to Boomi’s third-party service providers as part of Boomi’s services improvement processes.

In connection with the use of the Hosted Environment and the AtomSphere Service, Customer may not : (i) attempt to use or gain unauthorized access to Boomi’s or to any third-party's networks or equipment; (ii) permit other individuals or entities to copy the Boomi Software; nor (iii) provide unauthorized access to or use of any Boomi Software or the associated access credentials. Customer shall cooperate with Boomi’s reasonable investigation of Hosted Environment outages, security issues, and any suspected breach of this Section.

The Hosted Environment is a non-production environment.

9. The UKG Pro Workforce Management Data Hub Enterprise

The UKG Pro Workforce Management Data Hub requires the use of certain Google Cloud Platform services including BigQuery and Storage. Google Cloud Platform services must be obtained by Customer directly from Google for UKG Pro Workforce Management Data Hub Enterprise.

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Exhibit 1

SERVICE LEVEL AGREEMENT

Availability: The production environment of the Subscription Services will maintain 99.75% Availability. Availability is calculated on a monthly basis as follows:

(
Monthly Minutes - Total Minutes Not Available -
Maintenance Period ) X 100% ≥ 99.75%
Monthly Minutes - Maintenance Period

Monthly Minutes: means the total time, measured in minutes, of a calendar month commencing at 12:00 am of the first day of such calendar month and ending at 11:59 pm of the last day of such calendar month.

Maintenance Period: means a scheduled maintenance period within the applicable maintenance window identified below, when the Subscription Services are not available. The Maintenance Period is used for purpose of the Service Credit Calculation; UKG continuously supports the production environment on a 24x7 basis to reduce disruptions.

The current maintenance window for UKG Pro Workforce Management and related Subscr iption Services covered
by the same Services Description (except for UKG Pro Strategic Workforce Planning, which has maintenance windows on Saturday and Sunday at the same times indicated below) for each of the data center locations is:

• US/Canada Easter
n Time every Thursday from 12:00 AM to 4:00 AM

• Australian Eastern Time every Thursday from 12:00 AM to 4:00 AM

• Central European Time every Thursday from 2:00 AM to 6:00 AM

The current maintenance window for HR Service Delivery and related Subscription Services covered by the same Services Description for each of the data center locations is:

• The Planned Mainte
nance Time may not exceed 120 minutes per calendar month. “Planned Maintenance Time” means the total number of minutes of planned maintenance and other UKG scheduled system activities in the given calendar month, including but not limited to the necessary time for: (i) regular upgrades to the UKG HR Service Delivery Subscription Services, (ii) technical maintenance of its platforms, and (iii) installing security patches.

• If these activities will impact the Availability of the HR Service Delivery Subscription Services, UKG will use reasonable efforts to provide Customer with advance notification (via e-mail for all customers having subscribed to the status page).

Total Minutes Not Available: means the total number of minutes during the calendar month that the Subscription Services is inaccessible as the result of an Outage.

Outage: means the Customer is unable to access the UKG tenant environment at any of its production data centers’ internet connection points for reasons other than (a) the failure or malfunction of equipment, applications or systems not owned or controlled by UKG or its third party suppliers providing the Subscription Services ; (b) the suspension of the Subscription Services in accordance with the terms of the Agreement.

Service Credit Calculation: An Outage will be deemed to commence when the Subscription Services is unavailable to Customer and ends when UKG has restored Availability to the Subscription Services. Outages in one production environment may not be added to Outages in any other production environment for purposes of calculating SLA Credits as defined below.

SLA Credits: If, due to an Outage, the Subscription Services does not maintain 99.75% Availability, Customer is entitled to a credit to Customer’s monthly invoice for the affected month, such credit to be equivalent to 3% of Customer’s monthly Subscription Services fees for every 1% of Availability below 99.75%, but in no event to exceed 100% of Customer’s monthly Subscription Services fees (“SLA Credits”). SLA Credits become available starting the month after Customer’s Subscription Services are live.

2025.05.13
Reporting and Claims Process

UKG will provide Customer with Availability metrics on a monthly basis for each prior calendar month, upon Customer’s written request to UKG within sixty (60) days of completion of the month that Customer is claiming SLA Credit s. Customer waives any right to SLA Credits not requested within this time period. All performance calculations and applicable SLA Credits are based on UKG’ records and data unless Customer can provide UKG with clear and convincing evidence to the contrary.

Customer acknowledges that UKG manages its network traffic in part on the basis of Customer’s utilization of the Subscription Services and that changes in such utilization may impact UKG’s ability to manage network traffic. Therefore, notwithstanding anything else to the contrary, if Customer significantly changes its utilization of the Subscription Services than what is contracted with UKG and such change creates a material and adverse impact on the traffic balance of the UKG network, as reasonably determined by UKG, the Parties agree to co- operate, in good faith, to resolve the issue. Customer further acknowledges that SLA Credits shall serve as Customer’s sole and exclusive remedy in connection with UKG not meeting the Service Level Agreement as set forth herein in full and final settlement of any Subscription Services level claims. For the avoidance of doubt, the SLA Credit s specified herein shall be in recognition of the diminished value of the Subscriptions Services resulting from UKG’s failure to meet the agreed upon level of performance, and not as a penalty.

2025.05.13
Exhibit 2

CUSTOMER SUPPORT POLICY

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:
• 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

Thirty (30) minutes or
immediately via Rapid
Response

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.

2025.05.13
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://www.ukg.com/support.

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 assis t 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-1” UKG Services Descriptions
UKG Ready Benefits COBRA Administration Services Description Schedule 1 Duties of the Parties

Exhibit “C-1” UKG Services Descriptions
UKG Ready Benefits COBRA Administration Services Description

Exhibit “C-1” UKG Services Descriptions
UKG Ready Services Description
Exhibit 1 UKG Support Policy

1 Rev 2025.02.24

UKG Ready
Services Description

1. Scope

1.1 This Services Description applies to UKG’s provision of the commercially available version of UKG Ready software as a service in UKG’s hosting environment and related services as listed in Section

1.2. This Services Description is subject to and governed by the Order and the corresponding agreement that governs Customer’s use of Subscription Services and other Services ( collectively, the “Agreement”).

1.2 This Services Description applies to the following Subscription Services and other Services when included on the order: UKG Ready Time, UKG Ready HR, UKG Learning, UKG Ready Scheduler, UKG Ready Recruiting, UKG Ready Leave, UKG Ready Attestation, UKG Ready Performance, UKG Ready Access Control, UKG Ready People Insights, UKG Ready Integration Hub, UKG Ready Learning, UKG Ready Expense Tracking.

1.3 Capitalized terms used but not defined in this Services Description will have the meanings ascribed to them in the Agreement.

2. Right to Access and Use

2.1 UKG will provide Customer with access to and use of the Subscription Services during the Order Term (which includes the Initial Term and the successive Renewal Terms) . Customer’s right to access and use the Subscription Services is limited to the specific Subscription Services specified on the Order and as described in this Services Description and the Order.

2.2 UKG will monitor Customer’s usage of the Subscription Services in order to calculate the usage portion of the monthly service fees. The Subscription Services will be priced on the basis identified on the Order: (a) per month; (b) per active employee (“Active Employee”) per month usage; (c) per compensated employee (“Compensated Employee”) per month usage; (d) per transaction (e.g. pay statement); or, (e) per access point, as applicable . For such purposes, an employee will be deemed an Active Employee or Compensated Employee, as applicable during a billing period, if: (i) time has been entered for the employee; (ii) records are included for the employee for the purpose of processing payroll; (iii) records are included for such employee within an import/export process; (iv) the employee has access to the Subscription Services; (v) benefit time has been accrued for the employee; or (vi) the employee has been marked by Customer in the Subscription Services as having an “Active” status during the period. An employee is not an Active Employee or Compensated Employee when identified with “Is Terminated” status in the Subscription Services.

3. Fees, Payment and Invoicing

3.1 Customer will pay UKG the Subscription Services fees for the Monthly Minimum Quantity set forth in the Order and, where applicable, for any additional use of the Subscription Services in excess of the Monthly Minimum Quantity (“Usage Overage”).

3.2 UKG will invoice the Customer for the Subscription Services fees as follow s: i) the Monthly Minimum Quantity, commencing on the Billing Start Date, and thereafter in accordance with the Billing Frequency stated on the Order; and (ii) the Usage Overage, commencing on the earlier of the Billing Start Date or the date that Customer begins use of the Subscription Services in the UKG production environment , and monthly in arrears thereafter, unless agreed otherwise in the Order.

3.3 Notwithstanding section 3.2 above and as it relates to the Monthly Minimum Quantity, the parties agree that: (i) if the Billing Start Date is on or before the 15th day of a calendar month, UKG will invoice Customer the Subscription Services fee for the Monthly Minimum Quantity for that month and each remaining month of the Order Term; and if the Billing Start Date falls after the 15 th day of the calendar
month, UKG will invoice Customer for the Subscription Services fees of the Monthly Minimum Quantity on the first day of the following calendar month and each remaining month of the Initial Term.

3.4 The monthly Subscription Services fees ( based on the number of employees multiplied by the applicable Subscription Services fee) may increase or decrease if the number of employees (e.g. Active Employees; Compensated Employees ) increases or decreases, but in no event will the monthly Subscription Services fee be calculated on less than the Monthly Minimum Quantity of employees as set forth in the Order.

Exhibit “C-1” UKG Services Descriptions
UKG Ready Services Description

2 Rev 2025.02.24

4. Customer Data

4.1 Customer may retrieve Customer Data at no additional charge during the then current Order Term and for no more than thirty (30) days after the expiration or termination of the Agreement, unless otherwise mutually agreed by the Parties.

5. UKG Support Policy

5.1 The UKG Support Policy is set forth in Exhibit 1 of this Services Description.

3 Rev 2025.02.24

EXHIBIT 1

UKG Support Policy

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:
• 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

Thirty (30)
minutes or
immediately via
Rapid Response

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, Dutch, German and Spanish in some regions during local business hours.

4 Rev 2025.02.24

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-g oing 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-ordin ation. 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-1” UKG Services Descriptions
UKG Ready Payroll Services Description
Pricing Exhibit

2025.04.01
d\clm_finapr_4\
UKG Ready Payroll Services
Services Description
(United States and Canada Only)

1. Scope

1.1 This Services Description applies to UKG’s provision of the commercially available version of UKG Ready Payroll Services as listed in Section 1.2. This Services Description is subject to and governed by the Order and the corresponding agreement that governs Customer’s use of the Subscription Services and other services (collectively, the “Agreement”).

1.2 This Services Description applies to the following Subscription Services and other Services when included on the Order (collectively referred to as “UKG Ready Payroll Services”): UKG Ready Payroll Services, UKG Smart Check (United States Only), Check Printing and other related services as described herein and as selected by the Customer during the implementation process.

1.3 Customer acknowledges and agrees that the UKG Ready Payroll Services may only be used in conjunction with UKG Ready. Furthermore, Customer hereby grants UKG consent to administrative access rights to the Ready Platform for the purpose of fulfilling UKG’s obligations under this Services Description.

1.4 Regulated financial services, including regulated aspects of the UKG Ready Payroll Services provided under this Services Description, will be performed by Kronos SaaShr, Inc. (in the United States) and The Ultimate Software Group of Canada, Inc. (in Canada), both subsidiaries of UKG Inc. For the purposes of this Services Description, references to “UKG” include Kronos SaaShr, Inc. and The Ultimate Software Group of Canada , Inc. as applicable. This Services Description is available in the United States (which includes Puerto Rico, U.S. Virgin Islands, Guam and Marianna except where otherwise noted) and Canada, and shall only be provided with respect to Customer’s payroll obligations for United States -based employees and Canada-based employees of Customer and Covered Entities.

1.5 Capitalized terms used but not defined in this Services Description will have the meanings ascribed to them in the Agreement.

2. Definitions

“ACH” means the network used for electronic payments and money transfers, Automated Clearing House.

“Business Day” means any day of the year other than: (a) Saturday, Sunday; (b) a day on which the banking institution of any applicable Customer legal entity is closed; or (c) an applicable statutory or civic holiday.

“BN” means Canadian business number.

“Covered Entities” means the Customer and the Customer’s Affiliates using UKG Ready Payroll Services.

“CPA” means the Canadian Payment Association operating under the brand name “Payments Canada”, which administers the rules for processing electronic payments in Canada.

“Customer Payee” means an employee or individual receiving a check, direct deposit or other compensation from Customer using the UKG Ready Payroll Services.

“Drawee” means the member or other institution to which a debit payment item is addressed, and which is directed to pay the specified amount of money

“EFTPS” means U.S. Treasury Department’s Electronic Federal Tax Payment System.

“FEIN” means U.S. Federal Employer Identification Number.

“Garnishment Liabilities” means that portion of Payroll Liabilities relating to wage garnishments, including federal and state tax levies, bankruptcy orders, student loan, child support and spousal support withholding orders.

“NACHA” means the National Automated Clearing House Association. NACHA administers the rules for processing ACH transactions through the ACH network.

“PAD” means an electronic payment
method that is drawn on an account held by a Covered Entity pursuant to the terms of a pre-authorized debit agreement between both parties to be executed during Customer on-boarding.

Exhibit “C-1” UKG Services Descriptions
UKG Ready Payroll Services Description

2025.04.01

“Payroll Liabilities” means, as applicable, the U.S. Payroll Tax Liabilities , Garnishment Liabilities and third party payments and net wages related to a designated payroll check date that Customer owes but has not yet paid and has elected for UKG to collect and pay on their behalf.

“Payroll Tax Liabilities” means that portion of Payroll Liabilities relating to payroll taxes, including all applicable: (i) U.S. federal, state and local taxes, Social Security and Medicare; and (ii) Canadian federal, provincial and territorial government source deductions, both of which may include income tax withholding and Employment Insurance Premiums.

“Pricing Exhibit” means the pricing exhibit included at the end of this Service Description, which sets out UKG’s standard fees for certain miscellaneous services, as applicable, such as W2/1099, T4 , RL-1, printing services, fees for tax accounts with an “applied for” status, ACH and PAD returns, off-cycle payrolls, split wrap (delivery of checks to multiple locations), stop payment fees (for Customers purchasing UKG SmartCheck) and preparing/filing of amended returns.

3. Payroll Services

3.1 Customer agrees that the UKG Ready Payroll Services shall be provided in accordance with the Order, the UKG Ready Services Description and this Services Description. Standard fees for certain miscellaneous services can be found in the Pricing Exhibit.

3.1.1 For U.S. Payment Services, Customer will submit payroll and tax monies via one of two funding methods: (i) A CH funding, or (ii) draw down wire (“Draw Down Wire”) funding. Customer is only eligible for ACH funding if approved by UKG, and UKG may withdraw such approval if it determines Customer no longer meets eligibility requirements. Customer will be required to utilize the Draw Down Wire funding method if Customer is not approved for ACH funding.

3.1.2 For Canadian Payment Services , Customer will submit payroll and tax monies via one of two funding methods : (1) Customer initiated wire (“Customer Initiated Wire”), or (2) PAD. Customer is only eligible for PAD funding if approved by UKG, and UKG may withdraw such approval if it deems that Customer is no longer meeting the eligibility requirement s.

Customer will be required to utilize the Customer Initiated Wire funding method if not approved for PAD funding.

3.2 Customer agrees to provide, as applicable, the FEIN, BN and other information about its Covered Entities to UKG so that UKG can provide UKG Ready Payroll Services. Customer shall, on its behalf and on behalf of its Covered Entities, maintain and provide to UKG accurate tax identification numbers, filing frequencies, filing jurisdictions, tax rates, tax types, and employee tax forms to enable UKG to properly complete all applicable tax returns and payments. If, as an accommodation to Customer and without implying any obligation, UKG files a tax return containing “Applied For” status, then Customer agrees and acknowledges that it releases UKG from any and all liability that may arise in connection with such accommodation (including without limitation, penalties and interest).

3.3 UKG Ready Payroll Services will not commence until Customer (or the applicable Covered Entity) provides to UKG all of the forms and documents requested by UKG. Any agreed timelines shall be automatically adjusted accordingly and UKG shall have no liability resulting from any failure or delay by Customer with respect to the foregoing. In addition to forms and documents requested at the commencement of UKG Ready Payroll Services, Customer shall, and shall cause all Covered Entities to, timely provide to UKG other forms and documents requested by UKG that are required by UKG to deliver UKG Ready Payroll Services during the Term.

3.4 UKG is not responsible for (i) the payment of any Customer taxes or filing of any Customer tax returns prior to the first check date of the payroll, and (ii) any liability related to taxes, which UKG did not collect from Customer , including, without limitation, failure to collect due to non-sufficient funds or other funding issues (collectively “NSF”).

4. Payroll Services
, Schedule and Exchange of Information

Customer authorizes and appoints UKG as attorney-in-fact or reporting agent in order for UKG to prepare and file payroll tax returns and cause the issuance of payments on related tax obligations for Covered Entities in all applicable tax jurisdictions.

Customer authorizes UKG via the applicable funding method to: (a) debit Customer’s or , as applicable, Covered Entity’s demand deposit account or accounts at an applicable financial institution to be used in connection with UKG Ready Payroll Services (the “Customer Account”) for all payroll tax obligations and credit the same amount to an account designated by UKG, which may be held in trust by a third party trustee (the “Payroll Services Accounts”), which funds shall be held in such Payroll Services Accounts until such time as such funds are due to the appropriate taxing authorities; (b) remit such funds by electronic funds transfer (“EFT”), Electronic Data Interchange (“EDI”), ACH, wire payment cheque or check to the appropriate taxing authority; and (c) prepare, sign, and file with the appropriate taxing authorities all returns for such taxes on an ongoing basis. UKG may remove itself as attorney-in-fact or reporting agent, in its sole discretion, with at least ten (10) Business Days’ advance written notice to Customer. Authorization of UKG as attorney-in-fact or reporting agent does not relieve Customer of

2025.04.01
its responsibility for ensuring the timely filing and completion of all tax returns, FTDs, and FTPs, as applicable, and Customer is solely responsible for any liabilities resulting therefrom.

The parties agree with the following UKG Ready Payroll Services Schedule:

US Data Remittance and Funding Schedule
Data Remittance
Customers are expected to close and submit payroll two (2) Business Days prior to the applicable check/cheque date(s) by:
3:00 PM ET for ACH
1:30 PM ET for Draw Down Wire
Payroll Finalized
UKG will finalize the payroll on the day it is submitted, provided it is submitted according to the Data Remittance schedule above. Payroll submitted after the deadline will be finalized the next Business Day. Funds must be available in Customer's designated bank account(s) at the opening of the Business Day in accordance with the payroll funding schedule below based on the funding method.

Payroll Funding
Schedule ACH: One (1) Business Day prior to the payment date.

Draw Down Wire: UKG will initiate the wire request prior to 2:30 pm ET. Funds must be received no later than 4:30 ET on the date payroll is finalized.

Canada Data Remittance and Funding Schedule
Data Remittance
Customers are expected to close and submit payroll two (2) Business Days prior to the applicable check/cheque date(s) by:
3:00 PM ET for PAD
1:30 PM ET for Customer Initiated Wire

Payroll Finalized
UKG will finalize the payroll on the day it is submitted, provided it is submitted according to the Data Remittance schedule above. Payroll submitted after the deadline will be finalized the next Business Day. Funds must be available in Customer's designated bank account(s) at the opening of the Business Day in accordance with the payroll funding schedule below based on the funding method.

Payroll Funding
Schedule PAD: One (1) Business Day prior to the payment date

Customer Initiated Wire: Customer will initiate the wire funding with their bank immediately following payroll submission but no later than 2:30 pm ET on the date payroll is finalized.

Submission of payroll by Customer less than two (2) Business Days prior to Customer’s scheduled check date may result in the requirement to utilize an alternative funding method; delay the processing of the banking transaction; and other transaction(s). If payroll is submitted less than two (2) Business Days prior to the applicable check date, funds may not be available in employee accounts at the opening of the banking day. UKG is not responsible for the payment of any Customer taxes or the filing of any Customer tax returns prior to the check date nor is UKG responsible for any taxes which UKG did not collect from Customer (including without limitation, failure to collect due to NSF).

Customer shall review all reports and documents made available to Customer pursuant to this Section 4, within five ( 5) Business Days after receipt of notification of availability.

5. Data Remittance

Customer will complete and close payroll using the time and delays outlined in the table above. Customer acknowledges that the data and all information from the completed payroll from the UKG Ready Payroll Services will be the basis for UKG Ready Payroll Services as provided for herein. UKG will not be liable for any invalidity or inaccuracy caused by Customer or Customer Data unless Customer so notifies UKG within one (1) business day of Customer’s completion of payroll for the applicable check/cheque date or within ten (10) days of quarterly records being made available to Customer by UKG.

2025.04.01

6. Cash Management and U.S. Reporting for Cash Collection

6.1 Funds Collection

Customer funds will be collected to cover Payroll Liabilities and other Customer liabilities pursuant to this Services Description (including but not limited to additional tax payments, penalties and/or interest resulting from tax notices or amendments or quarter-end variances).

Customer shall maintain authorization to enable UKG to initiate ACH, PAD, and Draw Down Wire, as applicable, of the Covered Entities’ designated bank account(s) and to maintain good and sufficient collected funds in the Covered Entities’ designated bank account(s) to cover all funding transactions hereunder. For quarter end and year end reconciliation purposes, UKG will utilize standard ACH services to reconcile Customer tax remittances and liability variances. UKG shall use commercially reasonable efforts to notify the Customer not less than three (3) Business Days prior to UKG causing a debit of the Covered Entities’ bank account for the amount required to satisfy such variances.

Customer will be assigned an ACH or PAD processing limit. UKG reserves the right to adjust the processing limit and will provide notice to Customer. If Customer’s payroll exceeds this processing limit, then the Customer will rec eive a notification from the UKG Ready Payroll Services that the Customer’s payroll must be funded immediately by a Customer-Initiated Wire transfer.

Prior to Customer using UKG Ready Payroll Services in a production environment or when Customer is changing their designated bank account(s), Customer authorized UKG to establish and successfully test authorization with its bank to allow for ACH, PAD and Draw Down W ire in accordance with the terms of this Services Description. Testing of the funding account(s) shall occur two (2) to four (4) weeks prior to the first payroll check date to insure a successful processing of the first payroll. Customer must notify UKG in writing not less than two (2) weeks prior to the effective date of a change in Customer bank account(s).

Customer is not permitted to push f unds via ACH or EDI nor engage in currency exchange between Canadian funds and United States funds. UKG’s designated Canadian financial institution will be in Canada, and UKG shall remit Customer’s statutory deductions using Canadian currency.

6.2 Banking Transactions
United States (U.S.) Payment Regulations
Delivery of UKG Ready Payroll Services in the U.S. is subject to the laws and regulations of the banking industry , including but not limited to, the operating rules of the NACHA. Customer grants UKG the authority to issue payments on behalf of Customer.

In addition, Customer agrees to comply with the NACHA rules applicable to it with respect to Customer’s use of UKG Ready Payroll Services and Customer agrees that UKG shall have the right to require, on a reasonable basis, Customer to demonstrate its compliance with NACHA rules. Customer agrees not to originate transactions that violate applicable laws and regulations, including but not limited to anti-money laundering laws and regulations such as the Bank Secrecy Act, as amended by the USA PATRIOT Act. International transactions are not allowed under UKG Ready Payroll Services. Customer will notify UKG if Customer is providing instructions to UKG to process payroll on behalf of a third party.

Canada Payment Regulations
Delivery of UKG Ready Payroll Services in Canada is subject to applicable laws and regulations of the banking industry.

Customer grants UKG the authority to issue payments on behalf of Customer.

Customer agrees not to originate transactions that violate applicable laws and regulations, including without limitation the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and any and all anti -money laundering laws and regulations.

General
In the event that UKG is prohibited from performing any portion of the UKG Ready Payroll Services due to a banking institutions’ restrictions or other applicable regulatory restrictions, then UKG shall have the option to immediately suspend or terminate such UKG Ready Payroll Services upon written notice to Customer.

6.3 Investment of Funds
UKG shall pay Customer’s Payroll Liabilities to the designated recipient of such Payroll Liabilities (to the extent that Customer has made available the required funds in accordance with the terms of this Services Description). Customer funds held by UKG will be segregated from other funds of UKG , but may be commingled with funds of other customers. UKG is entitled to all net income generated on any funds held pursuant hereto.

2025.04.01

6.4 Record of Collections and Disbursements
Customer shall examine all records of any disbursements made available to Customer for validity and accuracy and promptly notify UKG of any inaccuracies or inconsistencies.

Any specific record retention schedules established by governmental entities and other requirements applicable to Customer are the sole responsibility of Customer and excluded from the Services. UKG is not responsible or liable for the maintenance or retention of disbursement records.

6.5 Receiving Depository Financial Institution / Drawee Customer agrees to: (a) complete and execute any necessary forms with Customer’s Receiving Depository Financial Institution / Drawee (“RDFI”) providing authorization that will require Customer’s RDFI to honor all Draw Down Wire, ACH, and PADs received from UKG; (b) promptly notify UKG of any discrepancies between transaction amounts and the amounts expected by Customer; and ( c) notify UKG immediately if any circumstances arise that could impact the collection of sufficient funds from Customer’s account.

6.6 Transaction Reversal.

Customer may submit a request to cancel a previously submitted transaction. The reversal request is utilized primarily to reverse direct deposits made to employee accounts in error. UKG and/or the applicable financial institution’s then- standard fees for reversals will apply. Customer may initiate a reversal request by submitting a voiding transaction in the UKG Ready Payroll Services. Once the reversal request is submitted to the financial institution, a credit is generated to the Customer Account and a request to debit the funds from the employee’s bank account is initiated. If the reversal request to the employee’s account is denied (for example, due to NSF), UKG will debit the total amount of the NSF and any banking fees/charges associated with the denial from Covered Entity’s designated bank account(s). UKG will not reattempt collection of any NSFs from employee accounts. Customer is solely responsible for obtaining reimbursement from employees for the NSF amounts and any related fees/charges, whether the employees are active or terminated.

7. Document Execution and Adjustments

Customer agrees that it will promptly respond to any and all reasonable requests , including without limitation execution of required documents, made by UKG for the purpose of UKG’s performance of UKG Ready Payroll Services.

UKG may amend or update the terms of this Services Description only as reasonably determined by UKG or as mandated by any governmental agency, taxing authority, banking partners or an authority overseeing banking or remittance transactions, provided such amendment or update does not adversely impact Customer’s normal business operations . In such an event, Customer shall have the option to reject such amendment or update, in good faith, within thirty (30) days of receipt of notic e of such amendment or update by providing written notice to UKG. In the event Customer rejects an amendment or update to the terms of this Services Description and such rejection materially inhibits or prohibits UKG’s ability to perform any portion of the UKG Ready Payroll Services, UKG shall have the option to terminate the UKG Ready Payroll Services (or any portion thereof) upon written notice to Customer.

Failure of Customer to promptly and accurately perform its obligations hereunder may result in additional fees or costs to Customer as outlined in the Pricing Exhibit.

In the event of termination, Customer is fully liable for actions taken by UKG resulting from Customer’s failure to provide UKG a timely UKG Ready Payroll Services termination form, including resolving duplicate filing issues with applicable agencies.

8. Data Retention

UKG is not responsible for storing copies of Customer Data when UKG no longer requires such information to provide UKG Ready Payroll Services to Customer, and Customer shall be responsible for retaining its own tax and payroll records according to the schedules established by governmental authorities for Customer. Unless otherwise required by Applicable Law, upon termination of this Agreement, UKG may dispose of Customer Data in accordance with UKG’s data retention policy in effect from time to time. In the case of termination of one but not all UKG Ready Payroll Services, UKG may dispose of Customer Data not related to the remaining UKG Ready Payroll Services, unless otherwise required by Applicable Law, in accordance with UKG’s data retention policy in effect from time to time.

Notwithstanding anything to the contrary in this Agreement, each party’s use and disclosure of tax return information pursuant to or in connection with this Agreement shall be conducted in compliance with and subject to the limitations of Section 7216 of the Internal Revenue Code of 1986, as amended.

9. Additional Terms

9.1 General Terms

2025.04.01
UKG services listed below are available to Customer in addition to tax filing services as part of the UKG Ready Payroll Services. Additional services may be made available and subject to the Pricing Exhibit. UKG is not responsible for any pre- existing errors or similar matters arising prior to commencement of UKG Ready Payroll Services or for any errors that may occur in the event the Customer fails to: (i) provide UKG with all necessary, complete, and accurate information; or (ii) fund the relevant amount of Payroll Liabilities for any payroll check date.

In addition to, and without limiting UKG’s other rights hereunder, in the event that Customer fails to materially comply with its obligations under this Services Description, UKG may terminate any portion of the UKG Ready Payroll Services upon written notice to Customer.

9.2 Tax Information Acknowledgment:

As required by the Internal Revenue Service in the United Stated, specific information must be disclosed by the employer to taxpayers that utilize a third party to perform tax filing services on its behalf.

Customer acknowledges that it is responsible for the timely filing of employment tax returns and the timely payment of employment taxes for its Customer Payees, even if Customer has authorized UKG to file the returns and make the payments on its behalf. Customer is solely responsible for any penalties and interest assessed by federal, state and local jurisdictions, except to the extent that UKG’s negligence results in the assessment and provided that: (i) Customer gives timely notice to UKG, but not later than ten (10) calendar days from the day the Customer received the notice from the tax authority ; and (ii) Customer mitigates its damages including timely appeals or assigning appeal rights to UKG.

The Internal Revenue Service recommends enrollment in the EFTPS to monitor your account and ensure that timely tax payments are being made. Enrollment in the EFTPS may be done online at www.eftps.gov, or call (800) 555-4477 for an enrollment form. State tax authorities generally offer similar means to verify tax payments. Contact the appropriate state offices directly for details.

9.3 Credentials
Customer understands and acknowledges that the implementation and ongoing provision of UKG Ready Payroll Services are conditioned upon Customer and each Covered Entity passing (and continuing to pass) a credentialing process that UKG may deem necessary in connection with the provision of UKG Ready Payroll Services. UKG shall have the right to: (i) refuse to provide the UKG Ready Payroll Services for Customer with respect to any Covered Entity that does not pass UKG’s initial credentialing process; (ii) terminate UKG Ready Payroll Services for any Covered Entity that does not continue to pass UKG’s ongoing credentialing process; and (iii) terminate the UKG Ready Payroll Services, and the Agreement, if Customer does not continue to pass UKG’s ongoing credentialing process. Customer is solely responsible for complying with all applicable laws, including, without limitation, ensuring the Covered Entities and payees of Customer on whose behalf UKG is causing the delivery of payments are not sanctioned parties under the regulations promulgated by the Office of Foreign Assets Control (OFAC) or sanctions legislation enacted by Canada. Customer shall also be responsible for: (i) performing, and ensuring passage of, “know your customer” due diligence on all Covered Entities prior to requesting UKG to provide any UKG Ready Payroll Services to such Covered Entities and (ii) providing UKG with the information as may be reasonably requested by UKG, for each Covered Entity prior to UKG providing UKG Ready Payroll Services to such Covered Entity. Customer agrees to provide UKG with an accurate and complete listing of Covered Entities receiving any UKG Ready Payroll Services and to inform UKG promptly of any changes in any Covered Entity information previously provided to UKG.

10. Additional S
ervices

10.1 ACH Child Support & Third Party Vendor Processing (U.S. Only) - UKG will provide ACH Child Support & Third Party Vendor Processing which means the impoundment and remittance of funds for third party payments, such as child support, via ACH to the applicable state child support agencies or other applicable payees. UKG is not responsible for providing additional administrative services, including, but not limited to, agency research and account reconciliation. Customer is solely responsible for the setup of the vendor and garnishment information in the UKG Ready Software in accordance with the UKG Ready Documentation and UKG is not responsible for same. UKG is not responsible for any errors that result from Customer’s failure to comply with this paragraph.

10.2 Direct Deposit Services (U.S. Only) – means providing on behalf of Customer electronic money movement and related banking services via UKG’s ACH credit facilities at one or more financial institutions in support of the direct deposit of funds into Customer’s employee and third-party vendor accounts.

10.3 UKG SmartCheck (U.S. Only) - means the issuing of employee payroll checks from Payroll Services Accounts. This service is only available if UKG Ready Payroll Services with UKG SmartCheck appears on Customer’s Order Form. If Customer uses Payroll Services Accounts for distribution of funds via check, any stale dated checks will be voided and the funds returned to the Customer. The Customer is responsible for complying with all applicable unclaimed property reporting requirements. Customers electing this service must ensure that checks are not distributed to employees for payment prior to the Check Date. All checks issued on a Payroll Services Account must be printed by UKG for distribution.

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

2025.04.01

Pricing Exhibit
These items are charged in addition to the standard monthly per employee per month fee (“PEPM”) as they are incurred for UKG Ready Payroll Services. For each miscellaneous item listed below, there is a brief description of how/when that charge could be incurred. Some services may not be available in Canada. For details on service availability in Canada, please contact us.

1. W-2/1099 Printing/ T4/ RL1 US $2.95 per form
CA $2.95 per Canadian form
Customers may elect to have UKG print W2 forms for employees who have not elected to receive an electronic copy. Forms will be printed on pressure seal forms and bulk shipped to the Customer for distribution or mailed directly to employees (see #9 below). Customer may print W2 forms directly from the UKG system for no additional fee.

2. Non-Sufficient Funds (“NFS”) Fee US $200.00 per transaction If the ACH or PAD Funding Method is initiated for a transaction and the transaction fails because the Customer does not have the required funds in their designated account, has not set-up the proper authorization with their bank as required by and provided in the Services Description or any other reason, causing UKG to be issued a notice of NSF or similar notification that the transaction could not be processed, UKG in addition to all its rights under the Services Description, will also charge Customer an NSF Fee for each applicable transaction.

3. “Applied For” Status of Tax Jurisdictions (U.S. Only) US $38.50/month per account When a company begins to withhold taxes for their employees in a new jurisdiction the company must apply to that jurisdiction for a tax filing ID number. A tax code is in an “Applied for” Status if the “Applied for” box on the tax code is checked within the platform or if the tax code ID number is left blank. Where accepted by the applicable jurisdiction, UKG will remit taxes and file returns but will charge a fee of US $38.50/month for each active tax code until a tax ID number is obtained due to the manual work associated with filing for Applied For accounts.

4. Stop Payment Fee (U.S. Only) US $20.00 per check
For customers who have purchased UKG Ready Payroll Services with UKG Smart Check, if a check issued on a Payroll Services Account, must have a stop payment placed on it with the bank, this fee will apply.

5. ACH Returns / Notice of Changes (U.S. Only)
Second notice if on same receiving bank account US $55.00 Additional notice if on same receiving bank account US $82.50 per occurrence This fee is charged when either an ACH transaction is rejected by the bank (ACH Return), or when there has been a change to an employee’s direct deposit routing number or account number that was not updated in the system and the bank must manually change the information to process the transaction (Notice of Change – “NOC”). In either case, UKG will notify the Customer of the return / notice received. If the information is corrected the fees above will not apply. If the Customer does not fix the account before the next payrolll, and an additional notice from the bank is received (the “second notice”), UKG will charge a fee of US $55.00. Thereafter UKG will charge an additional US $82.50 for each notice received on the same account (an “additional notice”). These fees apply to all transactions processed with the bank regardless of whether any funds are returned.

6. OffCycle Payrolls (U.S. Only) US $55.00 per payroll
Every scheduled payroll is included in the PEPM fee. This includes the regular payrolls (bi -weekly, weekly, monthly, semi - monthly) and could also include a regularly scheduled bonus payroll (performed each quarter, etc.), if it is included in the payroll schedule within the platform. Off -cycle payrolls occur outside this process. These are usually performed to fix errors in the

2025.04.01
current payroll that cannot wait for the next scheduled payroll processing. This fee applies only to those off -cycle or “one off” payroll runs. Customers may choose to issue manual checks rather than run an off -cycle payroll, in which case this fee would not apply.

7. Split Distributions (U.S. Only) US $5.50 per split
For each individual payroll processed within the platform, printed pay statements and vouchers will be shipped to ONE designated location for no additional fee (shipping fees will be charged by provider directly to Customer). C ustomers may configure the platform to have pay statements and vouchers print ed by Cost Center and have each Cost Center ship to a different location. The Split Distribution fees cover the cost to package pay statements/direct deposit vouchers to ship to multiple locations within the same processed payroll. Note that this does not include combining checks/vouchers from different payrolls (i.e. weekly and bi-weekly) into one package for distribution - that is not a delivery process supported by UKG. Split distribution is only available for pay statements and vouchers.

8. Amended Returns (U.S. Only) US $137.50 per amendment Filing all applicable US-only payroll federal/state/local tax returns as indicated in this Services Description is included in the PEPM fee. When adjustments are made to prior period payroll transactions that require UKG Ready Payroll Services to create a modified or “corrected” tax return to be filed with the taxing authorities, a fee of US$137.50 will be incurred per amended return.

9. Mailing Individual Checks (U.S. Only) US $0.75 per document The preferred method of delivery is for each Customer to have all documents delivered using the Customer’s shipping account.

If the Customer wants to have the employee’s pay checks, direct deposit vouchers, W2s, 1099 forms and/or 1095C statements delivered directly to the employee’s home address, this fee will apply to each form mailed through the USPS and includes the applicable postage fees. This fee may be adjusted by the amount of any increase in standard postage by the USPS. UKG will guarantee that W2s/1099s will be mailed by January 28th of each year but cannot guarantee that delivery to the employee will occur by January 31st of each year.

10. 1095C Printing (U.S. Only) US $2.95 per form printed Customers may request that UKG print their 1095C forms at the end of the calendar year. Forms are printed on pressure seal stock and either shipped to the Customer for distribution to employees or mailed directly to the employee’s home address if so elected by Customer (reference item #9, above). Customers may also print the forms themselves directly from the UKG Ready Payroll Services for no additional fee.

11. Payroll Rollback- after Payroll Submission (U.S. Only) US $275.00 per request A request from the Customer to rollback a finalized payroll prior to funding initiation. If the Customer has submitted a payroll but the payroll is not yet finalized by UKG, the Customer can re-open the payroll without charge.

12. Reopen Quarter-End or Year-End Tax Year US $550.00 per request Request initiated by Customer to reopen a previously closed quarter or tax year, in order to process corrections.

13. QTR Filing – Inactive EIN’s (U.S. Only) US $137.50 per quarter If the Customer has no wages in a Covered Entity but has not notified UKG to stop filing for the Covered Entity, or closes a Covered Entity and requests that UKG file zero returns for a quarter, this fee will apply. The US $137.50 fee applies for each quarter filed with zero returns.

14. Quarter Closing Late Fee US $225.00 per day per EIN CA $225.00 per day per EIN

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The Customer does not complete the quarterly closing and sign-off process by the established and communicated deadline.

15. Year End Closing Late Fee US $225.00 per day per EIN CA $225.00 per day per EIN
The Customer does not complete the year-end closing and sign-off process by the established and communicated deadline.

16. Reprint of W2, 1099, T4, or RL-1 US $11.00 per form reprinted CA $11.00 per form reprinted
Customer requests reprinting of a W2, 1099, T4 or RL-1 on pressure seal paper stock. Customer can print reprints directly from the UKG Ready Payroll Services for no additional fee.

17. W-2C Services (U.S. Only) US $35 Base Fee + $5.00 Per Form Customers whose W-2s were processed and filed by UKG, may request a corrected form W -2 for an employee (W-2C). UKG will work with the Customer to process any applicable year end correction payrolls, generate the W-2C(s), and file the corrected form(s) with the Social Security Administration (SSA). Upon request, UKG will also file any necessary amended returns as a result of the W-2 correction (reference item #8, above). Customers may also create and file W-2Cs themselves directly through the SSA site for no additional fee. This service is only available for tax year 2019 onwards.

18. Fed/ State / Prinvincial Wire Fee US $82.50 per wire CA $82.50 per wire
If UKG must send a direct wire for Customer tax payments, rather than a standard EFTPS tax payment, a fee of $82.50 for federal and $82.50 for each applicable state will be incurred. This would typically only occur if the Customer has submitted or funded their account late, such that in order to avoid tax penalties, UKG must cause the issuances of a wire for the payment to the relevant tax agency.

19. W-2 Combined Reporting Print Service US $550 Base Fee + US $2.95 per form Combined W2 forms may be required for firms designated as a Common Pay Agent as defined in the IRS Publication 15-A. If elected at the end of each calendar year, UKG will provide Customer’s W2 data to a third-party vendor to create combined forms and to generate printed copies. Combined paper W2 forms will be shipped to the Customer’s address unless regular mail is requested. Copies of the forms will not be available to employees in Employee Self Service but will be provided to Customer in a separate file. The W2 forms will be filed with the applicable agencies. W2-C services are not available for the W-2 forms provided under this offering.

Exhibit “C-1” UKG Services Descriptions
UKG TeleStaff IVR Service (User Based) Services Description Acceptable Use Policy

Exhibit “C-1” UKG Services Descriptions
UKG 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
a Demo
Home Solutions ResourcesIndustries Partners Support Company English US Log In
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UKG TeleStaff IVR Service (User Based) Services Description Acceptable Use Policy

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
https://www.alvaria.com/legal/acceptable-use-policy 2/5

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 Descriptions
UKG 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 Descriptions
UKG 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” (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 se rvices 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 whe n 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, a dequate 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 E Q U I P M E N T , U K G ’ S T O T A L A G G R E G A T E L I A B I L I T Y F O R A N Y A N D A L L C L AIMS IN CONNECTION

W I T H A N Y S U C H E Q U I P M E N T W I L L N O T E X C E E D T H E A M O U N T O F T O T A L N E T P A Y M E N T S 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, E V E N I F U K G H A S

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. C U S T O M E R A G R E E S T O B E R E S P O N S I B L E F R O M A N Y A N D A L L

DAMAGES, LOSSES, LIABILITIES, COSTS, PENALTIES, AND FINES ACTUALL Y 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) da ys prior to e xpiry 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 i n t h e O r d e r o v e r t h e p r e v i o u s y e a r . T h e i n c r e a s e d f e e s w i l l b e s e t f o r t h i n t h e a p p l i c a b l e 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 Service s, 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 Equipment. 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 no t 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 rene w 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�t y 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 re turn 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 mainta in 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 termina tion of his or her employment within a reasonably timely manner. d) Access Controls by UKG Personnel: Access to all UKG owned or l icensed 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, computer s, 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: UK G 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 pr ocesses 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 perfo rm 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 “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 A Purchased Equipment Description

Exhibit “C-8” (also labeled Exhibit 3) Equipment Addendum Exhibit 3 B Equipment Rental 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 Contract Exhibit “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