ADP SOFTWARE LICENSE
(“License Agreement”)

Additional ADP Time and Attendance Software Licence Terms.

The Software (as defined below) is the licensed and/or owned property of, and embodies the proprietary trade secret technology of, ADP and/or its licensor. Unauthorized use and copying of such Software is prohibited by law, including United States and foreign copyright law. The price you pay to ADP for a copy of the program constitutes a license fee that entitles you to use the program as set forth below and if you discontinue paying ADP, the license is terminated and the provisions of "6." below shall apply.

License Terms.

ADP grants to Customer a nonexclusive, nontransferable licence (“Licence”) to use the Software that is referenced in the other applicable time and attendance terms and conditions that directed Customer to this License Agreement (the "Software"). This Licence may be terminated by ADP by written notice to Customer upon any material breach by Customer. This Licence is subject to all of the terms of this License Agreement, including those set forth below:

  1. Customer recognizes and agrees that the licence to use the Software is limited, based upon the amount of the license fee paid by Customer. Limitations may include the number of employees, simultaneous or active users, product modules, features, computer model and serial number and/or the number of terminals to which the Software is permitted to be connected. Customer agrees to: 1) use the Software only for the number of employees, simultaneous or active users, computer model and serial number and/or terminals permitted by the applicable license fee; 2) use only the product modules and/or features permitted by the applicable licence fee; and 3) use the Software only in support of Customer's own business. Customer agrees not to increase the number of employees, simultaneous or active users, terminals, product modules, or features, or to upgrade the model, as applicable, unless and until Customer pays the applicable fee for such increase or upgrade. Customer may not relicense or sublicense the Software to, or otherwise permit use of the Software (including timesharing or networking use) by any third party. Customer may not provide service bureau or other data processing services that make use of the Software without the express prior written consent of ADP. Customer may use any embedded database or remote support software only in conjunction with ADP products and services.
  2. Customer may use the computer programs included in the Software (the "Programs") in object code form only, and shall not reverse compile, disassemble or otherwise convert the Programs into uncompiled or unassembled code.
  3. Customer may copy the Programs only as reasonably necessary to load and execute the Programs and for backup purposes. All copies of the Programs or any part thereof, whether in printed or machine readable form and whether on storage media or otherwise, are the licensed and/or owned property of ADP and are subject to all the terms of this License Agreement, and all copies of the Programs or any part of the Programs shall include the copyright and proprietary rights notices contained in the Programs as delivered to the Customer.
  4. Customer may not sell, assign, convey, or otherwise transfer the Software to any third party without the prior written consent of ADP.
  5. In the event that ADP supplies updates, corrections, modifications, new versions or new releases of the Software (collectively referred to as "Updates"), such Updates shall be part of the Software and the provisions of this License shall apply to such Updates and to the Software as modified thereby. If an Update is provided, Customer may utilize either the Update or prior version of the Software, but never both at the same time.
  6. Customer may terminate this Licence and this License Agreement at any time by notifying ADP in writing of its intention to terminate the Licence and License Agreement, and destroying all copies of the Software.
  7. Customer shall be solely responsible for compliance with any laws, rules and regulations governing the export of the Software outside the U.S. Customer shall not export or reexport the Software, directly or indirectly, without first obtaining the written approval or required license from the U.S. Department of Commerce or any other agency of the U.S. Government having jurisdiction over such transaction. The assurances in this Section G. shall survive termination of this Licence.

Limited Warranty.

THE SOFTWARE AND PROGRAMS, INCLUDING DOCUMENTATION, IS PROVIDED "AS IS" AND NO WARRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IS MADE BY OR AUTHORIZED TO BE MADE ON BEHALF OF ADP. CUSTOMER ASSUMES THE ENTIRE RISK OF THE RESULTS OF PERFORMANCE OF THE SOFTWARE OR OF THE FAILURE OF THE SOFTWARE TO PERFORM.

Limitation of Liability.

IN NO EVENT WILL ADP BE LIABLE FOR ANY DAMAGES, INCLUDING LOST PROFITS OR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THIS LICENSE OR THE USE OR INABILITY TO USE THE SOFTWARE, WHETHER CLAIMED UNDER THIS LICENSE OR OTHERWISE.

Nondisclosure.

The Programs, terms, pricing and all information identified as confidential under this License Agreement are considered confidential information ("Confidential Information"). Confidential Information shall not include information that: a) becomes part of the public domain without breach of this License Agreement by Customer; b) has been published or is generally known to the public at the time of its disclosure to Customer; c) was at the time of receipt otherwise lawfully known to Customer; or d) is disclosed with the written approval of ADP. Customer agrees not to make Confidential Information available in any form to any third party and not to use Confidential Information for any purpose other than the implementation of this License Agreement. Customer agrees to take all reasonable steps to ensure that Confidential Information is not disclosed in violation of the terms of this License Agreement.

U. S. Government Restricted Rights.

The Software and written materials accompanying the Software are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions set forth in subparagraph (c) (1) (ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software Restricted Rights 48 CFR 52.227-19, as applicable. Contractor is ADP, Inc., 1 ADP Boulevard, Roseland, NJ 07643. Manufacturer is Kronos Incorporated, 297 Billerica Road, Chelmsford, Massachusetts 01824. Kronos reserves all rights under the copyright laws of the United States.

This License Agreement shall be governed by the laws of the Province of Ontario.