|
MSA v2024.08.28 US.EN US Public Sector Page 1 of 19
<br />
<br />Master Terms and Conditions – US Public Sector
<br />These Public Sector Master Terms and Conditions (this “Agreement”) is made between the UKG entity (“UKG”) and the customer
<br />entity signing this Agreement (“Customer”) and sets forth the terms and conditions governing Customer’s use of UKG Software
<br />as a Services offerings, Equipment and other related Professional Training and Support Services that are stated on the Order or
<br />Statement of Work, including any attachments thereto. This Agreement is effective as of the date of the last Party to sign below
<br />(“Effective Date”). Capitalized terms used but not defined in this Agreement will have the meanings ascribed to them in the
<br />applicable Order or SOW.
<br />1.Services
<br />1.1 Subscription Services.The Subscription Services will be identified in the Order. During the Initial Term and all
<br />applicable Renewal Terms defined in the Order, UKG will provide the Subscription Services to Customer and Customer
<br />may use such Subscription Services solely for its internal business purposes to manage the type and number of its
<br />employees subject to and conditioned on payment by Contractor of all fees and Customer’s compliance with this
<br />Agreement, the Services Description, the Documentation, and the Order. Customer agrees that its purchases are not
<br />contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments
<br />made by UKG regarding future functionality or features.
<br />1.2 Support Services.UKG shall maintain a trained and knowledgeable staff capable of providing support for the
<br />Subscription Services. UKG will use commercially reasonable diligence to correct reproducible errors when reported to
<br />UKG and provide phone, email, or online support 24 hours a day / 7 days a week as set forth in the UKG Support Policy
<br />located in the applicable Services Description and also available at https://www.ukg.com/saas-support-policies-and-
<br />services. UKG will also provide scheduled and periodic enhancements and modifications to the Subscription Services,
<br />including bug fixes, to correct reproducible errors reported to UKG.
<br />1.3 Professional Services. UKG will provide the Professional Services listed in the Order, in accordance with the applicable
<br />Statement of Work. If Customer requests additional Services that were not previously identified on an Order or Statement
<br />of Work, then the Parties may need to execute additional Orders or Statements of Work.
<br />1.4 Training Services. In connection with a Subscription Service, UKG will provide (a) live virtual training facilitated by a
<br />knowledgeable instructor and delivered remotely via a published schedule intended for (i) the core team to help key
<br />functional and technical users make informed solution design and configuration decisions and to provide fundamental
<br />product knowledge, and (ii) an application and system administrator to prepare functional and technical super users to
<br />perform their most common tasks in the solution; and (b) self-paced product training. Training Services outside the scope
<br />of this section shall be provided by UKG as described in the Order and Statement of Work.
<br />2.Acknowledgements
<br />2.1 Reservation of Rights.The Subscription Services are provided with a limited right to use and are not sold, and UKG
<br />reserves and retains all rights not expressly granted in this Agreement. UKG has and shall maintain sole and exclusive
<br />ownership of all rights, title, and interests in the Services and Documentation, and all modifications and enhancements
<br />thereof (including ownership of all trade secrets, copyrights, trademarks, brands, and other intellectual property rights
<br />pertaining thereto). There will be no “work for hire” created as part of the Services or any deliverables owned by Customer,
<br />and all works, customizations, models, and developments created by UKG shall be considered a part of the Services.
<br />2.2 Use Restrictions.Except as expressly provided in this Agreement, no other use of the Subscription Services is
<br />permitted. Customer may not, and may not cause or permit others to: (a) reverse engineer, disassemble, adapt, translate,
<br />or decompile the Subscription Services, including, without limitation, any third party components, or otherwise attempt to
<br />derive source code, trade secrets, or knowhow from the Subscription Services; (b) license, sell, transfer, assign,
<br />distribute, or outsource use of the Subscription Services or Documentation, or provide service bureau, data processing,
<br />or time sharing access to the Subscription Services, or otherwise use the Subscription Services to provide payroll or
<br />human resource record keeping for third parties; (c) create Internet "links" to the Subscription Services or "frame" or
<br />"mirror" the Subscription Services on any other server, or wireless or Internet-based device; (d) access or use the
<br />Subscription Services or Documentation to build or support, directly or indirectly, products or services competitive to
<br />UKG; (e) interfere with or disrupt the integrity or performance of any Subscription Services or any data contained therein;
<br />(f) attempt to gain unauthorized access to any Subscription Services or its related data, systems, or networks; or (g)
<br />remove or alter any proprietary notices or marks on the Subscription Services or Documentation.
<br />2.3 Customer Feedback. Customer has no obligation to provide UKG with any suggestion, enhancement request,
<br />recommendation, evaluation, correction, or other feedback about the Services (“Feedback”), but if it does, Customer
<br />grants to UKG and its affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, copy, modify, distribute,
<br />REV: 01-16-26 MI
<br />ATTY/AGR.2026.009/UKG Kronos LLC (UKG Telestaff transition to Cloud) (Page 1 of 24)
|