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MSA v2024.08.28 US.EN US Public Sector Page 2 of 19
<br />disclose, create derivative works, and make and incorporate such Feedback into its Services for any purpose. UKG has
<br />no obligation to incorporate or apply any Feedback to the Services.
<br />2.4 Consent to Subcontract.Customer hereby consents to UKG subcontracting Services to persons or companies qualified
<br />by UKG to provide Services on UKG’s behalf. UKG may also fulfill its obligations related to certain Services through its
<br />affiliates. UKG shall be responsible for the actions of its subcontractors and Affiliates.
<br />2.5 Compliance with Laws. UKG shall comply with Applicable Laws in performing its obligations hereunder. Customer shall
<br />comply with Applicable Laws when using the Services and remains solely responsible for its compliance with Applicable
<br />Laws, including, but not limited to, with respect to the configuration and use of the Services and regardless of whether
<br />UKG provides assistance with Customer compliance matters. Customer acknowledges that the specific record retention
<br />requirements established under Applicable Laws relating to Customer are the responsibility of Customer and not UKG.
<br />2.6 Upgrades. The Subscription Services may be upgraded or changed at any time as required by normal business conditions,
<br />provided that such changes will not materially diminish the functionality of the Subscription Services. Any changes to the
<br />Subscription Services will be applicable to all UKG customers of the Subscription Services and material changes will be
<br />deployed with reasonable advance notice.
<br />2.7 Acceptable Use.Customer will use the Subscription Services in full compliance with the Acceptable Use Policy attached
<br />as Exhibit 1 and which could be found in http://www.ukg.com/acceptable-use-policy (“Acceptable Use Policy”), which
<br />requires Customer not to (a) use, or encourage, promote, facilitate or instruct others to use, the Services for any illegal,
<br />harmful or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal,
<br />harmful, or offensive, (b) use the Services to violate the security or integrity of any network, computer or communications
<br />system, software application, or network or computing device, (c) interfere with or fail to cooperate with any UKG
<br />investigation of a security incident involving any UKG system, infrastructure or customer data, (d) make network
<br />connections to any users, hosts, or networks unless Customer has permission to communicate with them, and (e) use
<br />the Service to distribute, publish, send, or facilitate the sending of unsolicited mass e-mails or other messages.
<br />2.8 Access Credentials.Except as otherwise provided herein, Customer will not provide any third party with access
<br />credentials to the Subscription Services and will safeguard and compel all users to safeguard the access credentials.
<br />Customer will be responsible for all acts and omissions of its users. Customer will notify UKG promptly if it learns of any
<br />unauthorized use of any access credentials or any other known or suspected breach of security. If Customer allows use
<br />of the Subscription Services by any of its departments or public agencies which Customer controls without requiring such
<br />department or public agency to execute a separate Order with UKG to establish its own tenant environment, then
<br />Customer will be fully responsible and liable for all use and misuse of the Subscription Services by such Affiliate, and will
<br />fully cooperate with UKG in enforcing all of its rights to, interests in, and protection of the Services, including in seeking
<br />equitable remedies against any Affiliate that breaches this Agreement. Customer may also allow use of the Subscription
<br />Services by its legally bound contractors, provided such use is solely on Customer’s behalf, is strictly in compliance with
<br />the terms and conditions of this Agreement, Customer at all times remains in control of and retains management over
<br />the Subscription Services, and Customer is liable for all breaches of this Agreement by such contractor. Customer
<br />authorizes UKG to provide such Customer contractors access to the Subscription Services.
<br />2.9 Connectivity. Customer is responsible for securing, paying for, and maintaining connectivity to the Subscription Services
<br />from Customer’s location(s) via the internet, including any and all related hardware, software, third party services, and
<br />related equipment and components for such connectivity. Customer agrees that UKG will have no liability for such
<br />connectivity and Customer will not be excused from any of its obligations under the Agreement due to the quality, speed,
<br />or interruption of the communication lines from the Customer’s location(s) to the internet.
<br />3.Fees and Taxes
<br />UKG understands that Customer may be subject to Applicable Laws governing payment, including availability of funds,
<br />timing of payments, late payment interest penalties, and taxes.
<br />3.1 Fees.Customer will pay the fees on the payment terms and in the currency indicated in the Order. For each Order, the
<br />billing period of the fees will start on the Billing Start Date as set forth in the Order and will continue for the time period
<br />indicated as the Initial Term and all Renewal Terms, each as defined on the Order. Customer is responsible to pay for
<br />the Services for the entire Initial Term and each Renewal Term. UKG may increase the fees as set forth in the Order.
<br />The increased fees will be set forth in the applicable invoice. Except as otherwise specified in the Order and this
<br />Agreement (a) subscription fees are based on Subscription Services purchased and not time of actual usage; (b)
<br />minimum quantities purchased cannot be decreased during the relevant the then current Initial Term or Renewal Term;
<br />(c) additional quantities may be purchased; and (d) payment obligations are non-cancelable and fees paid are non-
<br />refundable.
<br />3.2 Taxes.This section applies only if Customer has not provided with a valid tax exemption certificate authorized and honored
<br />REV: 01-16-26 MI
<br />ATTY/AGR.2026.009/UKG Kronos LLC (UKG Telestaff transition to Cloud) (Page 2 of 24)
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