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Agmt26 UKG
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Agmt26 UKG
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Last modified
2/11/2026 11:42:43 AM
Creation date
2/11/2026 11:42:19 AM
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Agreement
PROJECT NAME
UKG Telestaff Services Agreement
Date
1/27/2026
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MSA v2024.08.28 US.EN US Public Sector Page 15 of 19 <br /> <br />5.1 Use of Equipment. Customer shall (i) use the Equipment in accordance with the Equipment Documentation, (ii) use UKG’s carrier of <br />choice when shipping any Equipment, and ensure that Equipment returned to UKG is reasonably packaged to prevent damage in transit, <br />and (iii) remove Customer Data from Equipment before sending Equipment to UKG. UKG reserves the right to delete Customer Data from <br />Equipment that it receives from Customer. Customer is solely responsible for the backup of Customer Data. Customer acknowledges and <br />agrees that UKG shall have no liability for Customer’s failure to backup Customer Data. <br />5.2 Returning Equipment. When returning Equipment as permitted by the Addendum, Customer shall (i) request a Return Material <br />Authorization Number (“RMA”) from UKG and place the RMA conspicuously on the outside of the return shipping package; and (ii) <br />promptly return any failed Equipment. Customer acknowledges that any batch shipping of Equipment will result in a longer turnaround <br />time and a surcharge to Customer. <br />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 <br />permit others to: (a) reverse engineer, disassemble, adapt, translate, or decompile the Equipment or any firmware component included <br />with the Equipment, including, without limitation, any third party components, or otherwise attempt to derive source code, tradesecrets, <br />or knowhow from the Equipment, (b) probe, scan or test the vulnerability, or attempt to gain unauthorized access to the Equipment or <br />its firmware, or (c) remove or alter any proprietary notices or marks on the Equipment or Documentation. <br />6. Support Services. <br />6.1 Description. UKG shall provide Equipment Support Services as set forth in the applicable Equipment Description for rented or <br />purchased equipment attached hereto. <br />6.2. Support Process. <br />(a) Troubleshooting and return. In the event of an Equipment issue covered by the Depot Exchange Service or the Depot Repair Service, <br />Customer shall notify UKG of such issue in writing and UKG will attempt to resolve the issue via remote support. However, if UKG deems <br />an issue to require Equipment repair or replacement, UKG shall provide Customer with a RMA for such Equipment, and Customer will <br />ship the applicable Equipment to UKG at a location specified by UKG. <br />(b) Additional terms for Depot Exchange Service. UKG will replace Equipment subject to Section 6.2(a). UKG will ship such replacement <br />Equipment to the address provided by Customer. Upon receipt of such replacement Equipment, Customer shall package the defective <br />Equipment using the materials provided by UKG for that purpose, display the RMA on the packaging in accordance with Section 5.2 above, <br />and promptly return the Equipment to UKG. UKG may suspend the Depot Exchange Service if Customer does not return replaced <br />Equipment to UKG within ten (10) business days of receiving the applicable replacement. In such event, UKG shall restore the service <br />when Customer either (i) ships the replaced Equipment to UKG, or (ii) pays UKG the then-current UKG list priceof the replaced Equipment. <br />For the avoidance of doubt, the Depot Exchange Service will not be extended or otherwise affected by such suspension. <br />(c) Additional terms for Depot Repair Service. Subject to Section 6.2(a), Customer shall ship applicable Equipment to UKG. UKG will use <br />reasonable efforts to repair the Equipment and ship it to Customer within ten (10) business days of receipt. <br />(d) Device Software Maintenance. If Customer has active Device Software Maintenance, UKG will provide Customer with service packs <br />for the applicable Equipment (which contain system updates) available for download at UKG’s community portal (“Equipment Service <br />Packs”). Customer is responsible for installing Equipment Service Packs. UKG may verify if Customer has downloaded any Equipment <br />Service Packs to which Customer is not entitled. Device Software Maintenance is included with Depot Exchange and Depot Repair, <br />however, if Device Software Maintenance is purchased alone it does not include any repair or exchange services. <br />(e) Per-event Repair Service. Per-event rates apply to customers without an equipment support agreement. The Equipment will be <br />returned by regular surface transportation. This service does not include Device Maintenance Software or Equipment Service Packs. <br />Subject to Section 6.2(a), upon failure of installed Equipment, Customer shall ship such Equipment to UKG. UKG will attempt to repair any <br />repairable defective item within fifteen (15) business days after receipt at the current per-event pricing. <br />6.3Spare Equipment.For business continuity purposes, UKG recommends that Customer retains a sufficient number of spare Equipment, <br />and it is Customer’s sole responsibility to retain such Equipment. <br />6.4 Exclusions. UKG is not liable for, and the Equipment Support Services do not include, the repair of damages, and Customer will not <br />attempt to return damaged Equipment, resulting from: <br />(a)Any cause external to the Equipment including, but not limited to Force Majeure causes; <br />(b)Customer’s failure to continually provide a suitable installation environment (as indicated in UKG’s published installation guidelines) <br />including, but not limited to, adequate electrical power; <br />REV: 01-16-26 MI <br />ATTY/AGR.2026.009/UKG Kronos LLC (UKG Telestaff transition to Cloud) (Page 15 of 24)
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