4.4. SR 02-01-2016 - Laserfiche WebLink

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The Ultimate Software Group, Inc. UltiPro Agreement rev 08.2015 Page 5 of 19 Within five (5) business days of termination or expiration of this Agreement, Ultimate Software shall provide to CUSTOMER a copy of CUSTOMER’s database in a standard structured query language (“SQL”) server format via secured file transfer protocol (“SFTP”) server at a cost of $500.00 to be billed as incurred. 3. Service Level Objective for Production SaaS Services Ultimate Software’s service level objective for the production SaaS environment, including, but not limited to, access to UltiPro software programs and SaaS Services, is to make these services available a minimum of ninety nine and one-half percent (99.5%) of the time as measured over any three (3) consecutive months. In the event all users have no access to the UltiPro software and SaaS Services, these calls will receive the highest priority and Ultimate Software will make best efforts to return these calls within one (1) hour. 4. Proprietary Protection and Restrictions Ultimate Software has and shall have sole and exclusive ownership of all rights, title, and interest in the UltiPro software programs and all modifications and enhancements thereof (including ownership of all trade secrets copyrights, and intellectual property rights pertaining thereto). CUSTOMER is only permitted to use the UltiPro software or any services provided by Ultimate Software for its own employees and is not permitted to provide service bureau, data processing, time sharing services or to otherwise provide payroll or human resource record keeping for third parties. To the extent that any third party software is provided herein, CUSTOMER agrees that it shall only use such software in conjunction with the UltiPro software programs and SaaS services and CUSTOMER acknowledges that it is prohibited from engaging in, causing, assisting or permitting, the reverse engineering, disassembly, translation, adaption or recompilation of any such third party software and that it shall not attempt to obtain or create the source code from the object code of any such software provided to it pursuant to the Agreement, unless explicitly permitted by applicable and mandatory law. CUSTOMER acknowledges that it will not use the UltiPro software programs and SaaS services or any third party software for any illegal purpose or activity. Ultimate Software hereby represents and warrants to CUSTOMER that the services provided will not violate the patent, copyright, or other proprietary rights of any third party, and that Ultimate Software will defend, indemnify and hold harmless CUSTOMER from any claim of copyright, patent or similar infringement provided CUSTOMER notifies Ultimate Software in writing immediately upon notice of such claim and cooperates fully in the defense of such claim. Ultimate Software shall have full and exclusive control of any such defense and settlement of the claim. 5. UltiPro Product Support Services Ultimate Software shall maintain a National Customer Support Center (NCSC) capable of receiving telephone, fax, modem or Internet transmission reports of software irregularities. CUSTOMER may report software or operator problems and seek assistance in the use of the UltiPro software. Ultimate Software will maintain a product-trained and knowledgeable staff capable of rendering the services set forth in this Agreement. Ultimate Software will use all reasonable diligence to correct verifiable and reproducible errors when reported to the NCSC. Performance of UltiPro Product Support Services or other services is contingent upon all payments, due to Ultimate Software pursuant to this Agreement or any other agreement between the Parties, being paid in a timely manner. 6. SaaS Services and Responsibilities “SaaS Services” consist of providing the necessary network infrastructure, computer hardware, third party software, database administration services and connectivity point at the SaaS environment in accordance with Ultimate Software’s then standard SaaS procedures. CUSTOMER will be responsible to provide for the specified connectivity between the CUSTOMER’s location(s) to the Internet. CUSTOMER agrees that Ultimate Software will have no liability for and CUSTOMER will not be excused from any of its obligations under the Agreement as a result of the quality, speed or interruption of the communication lines from the CUSTOMER’s location(s) to the Internet. Provided CUSTOMER supplies the communication connectivity to the Internet, Ultimate Software shall provide the CUSTOMER access to the SaaS environment servers and the UltiPro software as needed with support personnel being available as stated under the UltiPro Product Support Services section above. 7. Audits Ultimate Software will have, at a minimum, an annual site audit of its facility’s Information Technology General Controls including, but not limited to, information security controls, performed by a recognized third-party audit firm based on the recognized audit standard SSAE 16 or equivalent. Upon request, Ultimate Software will make available to CUSTOMER for review annually, its SSAE 16 audit report or equivalent. CUSTOMER agrees to treat such audit reports as Confidential Information under this Agreement. Any control exceptions noted in the SSAE 16 or equivalent will be addressed in the report with management’s corrective action.