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Agmt15 Kronos
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Agmt15 Kronos
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Last modified
9/14/2015 7:56:36 AM
Creation date
9/14/2015 7:56:34 AM
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Template:
Agreement
Contractor Name
Kronos Inc.
PROJECT NAME
V Sales, Software License and Services Agreement - Voxeo Prophecy
RMP File Number
304.5
Date
8/31/2015
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Kronostscorporat�l <br /> Z97 Bilkrica ltoad <br /> Chetmsford,MA 41824 Page:3!29 <br /> Phane:(978�rZ5U-48U0 <br /> 7. UP'DATES <br /> In the event that Kronos supplies Service Packs,Point Releases and Major Releases(including legislative updates <br /> if available) of the Soflware(callectively referred to as"Updates"), such Updates shall lae pazt of the Software and <br /> the provisians af this license shall apply to such Updates and ta the Software as modified thereby. <br /> 8. EXPQRT <br /> Custamer acknawledges that the Equipment and Soflware may be restricted by the Uniteci States Government or <br /> by the country in which the Equipment ar 5oftware is installed from expart to certain countries and certain <br /> arganizations and individuals, and a,grees to camply with such laws. Customer agrees to comply with all <br /> applicable laws of all of the eountries in which �he Equipment and Softwar�may be used by CustQmer and shall <br /> indemnify Kronos for any noncomipliance which results in darnages or liability for Kronos. Customer's <br /> obligarions hereunder shatl survive the termination or expiration of this Agreement, Customer must abtain <br /> Kronos'priar written consent before exporting the Softwaze. <br /> 9, FIRMWARE <br /> Custamer may nat download firmware updates for the Kronos Equipment unless Gustomer is maintaining such <br /> Equipment under a suppart plan with I�ronos. If Custamer is not maintaining the Eqaipment under a support plan <br /> with Kronos, Kronos shall have the right to verify Customer's Kronas Equipm�at to determine if Customer has <br /> downloaded any firmware to which Custamer is not entikled. If Customer has dvwnlaaded firmware far the <br /> Kronos Equipment to which Customer is not entitled, Customer shall be respansible to pay Kronos for such <br /> updated firmware in accorclance with Kronos'then-current support policies. <br /> 1Q. TRAIlVING POINTS <br /> Training Points which are pwchased by Custamer may be redcerned for an equivalent value of instructor-led <br /> training sessions offf''ered by Kronas. Available instructar-led sessions are listed at ht�i:/lcc�sstornez�.I{ronos.com and <br /> each session has the Training Points value indicated. Training Points may be redeetned at any fiime witlnin l2 <br /> months of the date of the appliaable Urder Form, at which time they shall expire. Training Points may not be <br /> exchanged far other I�r�onos products andtor services. Kronos will invoice Customer far the Training Points <br /> identified in fhe Order Form upon execution of such Qrder Form with gayrnent due upon the payment ter�s <br /> indieated in such Chder Form. <br /> 11. AGCEPTANCE <br /> FQr Customer's initial purchase of each Equipm�nt and Soflware praduct Kronos shall provide an acceptance test <br /> period(the"Test Period"j that eommences upon Installation. Installation shall be defined as: a.)the Equipment,if <br /> any, is mounted;b.)the Soflware is installed on Customer's server(s);and c.)implementation team training,if any, <br /> is complete. During the Test Period, Cust4mer sha11 determine whether the Equipment and Saftware meet the <br /> Kmnos published electronio documentation, ("Specifications"). <br /> 'Ifie Test Period shall be for 30 days. If Custamer has not given Kranos a written deficiency statement specifying <br /> haw the Equipment or Saftware fails to meet the Specifications ("Deficiency Statement") within the Test Period, <br /> the Equipment and Software shall be deemed accepted. If Customer prQVides a Deficien�y Sta.tement within the <br /> Test Period,Kxonos shall have 3Q days to carrect the defieiency, and Customer shall have an additiona130 days <br /> to evaluate the Equipment and Soflware. If the Equipment or Software does not meet tbe Specifications at the end <br /> of the second 30 c#ay period, either Customer or Kronos may terminate this Agreement. Upon any such <br /> terminatian, Custamer shall return all Equiprnent and Saflware (and related dacumentatian) to Kranas, and <br /> REV:08-27-15 RL <br /> 5RT JC 080515 <br /> ATTYIAGR.2415.�90/Kronas Incorpora#ed <br />
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