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This Master Customer Agreement (called the "Agreement") and its applicable Transaction Documents
<br />are the complete agreement regarding your purchase of Products and Services from, DataPro
<br />Solutions, Inc. ("DataPro").
<br />By signing below, each of us agrees to the terms of this Agreement. Once signed, all Products and
<br />Services purchased by you under this Agreement are subject to it.
<br />This Agreement is made on January 1, 2020 (the "Effective Bate') between DataPro Solutions, Inc.
<br />("DataPro"), a Washington Corporation with offices at 5336 E Utah Ave, Spokane Valley, WA 99212,
<br />an authorized Ascends Reseller, and KitGtas County w€tih its corporate office at 205 W 5th Ave,
<br />Ellensburg, WA 98925-2887 ('Client!). Client DataPro and Ascentis hereby agree to the following
<br />Terms and Conditions:
<br />Assignment:
<br />Client shall not assign, transfer, delegate or subcontract any of its rights or delegate any of its
<br />obligations under this Agreement without the prlor written consent of DataPro and Ascend$. Any
<br />Purported assignment or delegation in violation of this Section shall be null and void. No assignment
<br />or delegation shall relieve the Client of any of its obligations under this Agreement, Datapro/Asceritis
<br />may assign any of its rights or delegate any of its obligations to any affiliate or to any person
<br />acquiring all or substantially all of its assets without Client's consent.
<br />Access and Restrictions:
<br />Ascentis Tlme and Ascentis TimeKeeper (products powered by NOVAtime) are both Web applications
<br />running over TSL 1.2 with 255 -bit encryption. Employees are granted access to various sections of
<br />the Ascentis Time service based an selections made by the client and the employee's role.
<br />Subject to and conditioned upon Client's payment Of the Fees and compliance and performance in
<br />accordance with all other terms and conditions of this Agreement, Ascentis and its Reseller DataPro
<br />hereby authorizes Client to access and use, during the applicable Order Form or SOW term, the
<br />Services solely in accordance with (1) this Agreement and the applicable Order Form, SOW and
<br />Services Descriptions, and (ii) all applicable laws and regulations.
<br />tient wili not (and will not allow any third party to): (i) reverse engineer, decompile, disassemble, or
<br />otherwise attempt to discover the source code, object code, or underlying structure, ideas, or
<br />algorithms of the services; (ii) modify, translate, or Create derivative works based on the Services;
<br />(iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the
<br />Services; (iv) use the Services for timesharing or service bureau purposes; (v) remove or otherwise
<br />after any proprietary notices or labels from the Services or any portion thereof, or (vi) use the
<br />Services to create any other product or service.
<br />Term and Subscription Period:
<br />For Ascends Time, Time Keeper and HCM products, the initlal term (the "Initial Term'J of this
<br />Agreement will be for a period of thirty six (36) months starting upon the Effect€ve Date of this
<br />Master Customer Agreement (the subscription start date) and ending on December 31, 2022_. During
<br />the Initial Term of this Agreement, for all items Included in Attachment 8, Client's per employee per
<br />month (pemp) prices shall not be increased. At the end of the Initial Term, and each year thereafter
<br />(the "Renewal Date'), this Agreement shall aubomatically renew for a term of one year teach a
<br />"Renewal Term'), unless either DataPro or Client has notified the other, in writing, of its intention not
<br />to renew, no later than 30 days prior to the then Renewal Date.
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