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Kronoa Imcorporat�
<br /> 29]Biikdca Rpad
<br /> Chei�ford,MA Ot824 Page:4/29
<br /> Phone:('9?Sjd51M800
<br /> Kronos shall refund any monies paid by Customer to Kronas for the returned Equipment and Software. Neither
<br /> party shall ihen have any further liability to the other far the �rcrducts that were the subject of the Acceptance
<br /> Test.
<br /> 12. LIINITED WARR.ANTY
<br /> Kronos warrants that all Kronos Equipment and Software media shall be free fram defects in materials and
<br /> wark�nanship,for a period ofninety(90)days from Delivery.In the event of a breach of this warranty,Customer's
<br /> exclusive remedy shall be Kronas° repair vr replacement of the deficient Equipment ancUar Sof�ware media, at
<br /> Kronos' apnan, provided that Custamer's use, installation and maintenance thereof have canformed to the
<br /> Specifications. This warrauty is extended to Custamer only and shall not apply to any Equipment (or parts
<br /> thereo�ar Softwar�anedia in the event af
<br /> (a} damage, defects or malfunctions resulting from misuse, accident, neglect, tampering, (including
<br /> maiificatian or replacement of any Kronos companents on any boards supplied with the Equipment),
<br /> unusaal physical or electrical stress ar causes other than normal and intended use;
<br /> (b} failure of Customer to provide and maintain a suitable installatian environment, as specified in the
<br /> 5pecificatians;�r
<br /> (c) malfunctians resutlting fram the use of badges ar supplies not approved by Kronas.
<br /> When using and applying the infarmation generated by Kronos produets, Custorner is responsible for ensuring
<br /> that Customer eomplies with the agplicable requirements of fedetal and st�te law. If Gustomer i� licensing
<br /> W�ar�farce Payroll Software or Wozkforce Absence Management Soflware: (i)Custamer is solely responsible for
<br /> the cantent and aecuracy c�f all reports and documents pregared in whole or in part by using such Software, (ii)
<br /> using such Saftware does not release Custamer af any professional obligation concerning the prepararion and
<br /> review of such reports and dacuments, (iii) Customer dtres not rely upon Kranos, Best Software, Inc. or such
<br /> Software for any advice or guidance regarding camgliance with federal and state �aws or the appropriate tax
<br /> treatment of items reflected on such reports or documents, and (iv) Customer will review any calculations made
<br /> by using such Software and satisfy itself that thase calculations are correct.
<br /> 13. INDEMNIFTCATIt�N
<br /> Kronos shall,ta the fitllest extent allowed by law,with respect ta the perfarrnance of this Agreement, defend with
<br /> counsel �cceptable to City, indemnify, and hold City, its officers, emplayees, agents, and valunteers
<br /> ("Indemnitees'�,harmless from and against any and all claims of personal injury ar tangible properfy damage that
<br /> arise out of, pertain to,or rela#e to the negligence, recklessness, or willful miscanduct of Kronos, subcontractor,
<br /> ar anyone directly or indirectly employed by any of thezn ar anyone for wh4se acts any of them may be liable
<br /> ("Claims"). Kranos will bear all losses, costs, damages, expense and liability of every kind, nature and
<br /> description, including attc�meys' fees, experts fees, eourt costs and disbursements, that arise out of, pertain tv, or
<br /> relate to such Claims,whether directly or indirectly("Liability"). Such obligataons to defend,hold hazmless and
<br /> indemnify the City shatl not apply to the eercctent that such Liability is caused by the sole neglig�nce or willful
<br /> misconduct of the City.
<br /> Ta the extent required by law,with respect to third party claims against Kronos,Kronas waives any and all rights
<br /> of any type of express ar implied indemnity against the Indemnitees.
<br /> However, natwithstanding the faregoing, in accordance with California Civil Cotie Section 1668, nothing in this
<br /> REV:08-27-15 RL
<br /> 5RT 7C 08Q515
<br /> ATTY/AGR.2015.190/Kranos Incorporated
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