SAAS SERVICES AGREEMENT

This SaaS Services Agreement (“Agreement”) is entered into between EmployeeAssist Inc. with a place of business at 48 Bermondsey Rise, Calgary, AB T3K 1T9 (“Company”), and the Customer (“Customer”) listed in the online registration form completed by or on behalf of Customer by its authorized agent (the “Registration Form”). This Agreement includes and incorporates the Registration Form, as well as the Terms and Conditions below and contains, among other things, warranty disclaimers, liability limitations, class action limitations and use limitations. By clicking “I Accept” during the online registration process or otherwise using and/or authorizing others to use the PayTickr Online Payroll System described in Exhibit “A” (the “Services”), Customer agrees to be bound by the terms of this Agreement.

TERMS AND CONDITIONS

  1. SAAS SERVICES AND SUPPORT

    1. Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services in accordance with the Service Level Terms attached hereto as Exhibit B. As part of the registration process, Customer will identify an administrative user name and password for Customer’s Company primary account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate. Institutional category Customers must designate an account manager (the “Institutional Account Manager”) within their organization who shall be the primary contact of the Customer for the purposes of this Agreement and the Services. The Institutional Account Manager shall be responsible for validating the user accounts of all of Customer’s authorized end users.

    2. Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with Company’s standard practice.

  2. RESTRICTIONS AND RESPONSIBILITIES

    1. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.

    2. Further, Customer may not remove or export from any jurisdiction, or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof, in violation of any restrictions, laws or regulations of any domestic or foreign agency or authority.

    3. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

    4. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

    5. Company will issue to Customer, or will authorize a Customer administrator to issue, a password for each end user authorized to use Customer’s account and for whom Customer has agreed to pay the applicable fee. Customer and its authorized end users are responsible for maintaining the confidentiality of all passwords and for ensuring that each password is used only by the authorized end user. Customer is entirely responsible for any and all activities that occur under Customer’s account. Customer agrees to immediately notify Company of any unauthorized use of the Customer’s account (including each password of each user accessing the Services and/or the Software by means of Customer’s account) or any other breach of security known to Customer. Company shall have no liability for any loss or damage arising from Customer’s failure to comply with these requirements. Company will maintain Customer passwords as confidential and will not disclose them to third parties. All authorized end users of Customer will be required to (i) create a unique subaccount and profile and (ii) agree to the terms and conditions of Company’s standard end user agreement, the current version of which can be found at https://webapp.paytickr.com/terms (the “End User Agreement”). This Agreement includes and incorporates thee terms and conditions of the End User Agreement.

    6. Company will host and maintain the Services and the Software at a reputable third party Internet service provider (“ISP”) and hosting facility, where they are subject to commercially reasonable security precautions to prevent unauthorized access to the Services, the Software and any Customer Data (as defined below) provided to the Company. Customer acknowledges that, notwithstanding such security precautions, use of or connection to the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to the Services, the Software and the Customer Data. Accordingly, Company cannot and does not guarantee the privacy, security or authenticity of any information so transmitted over the Internet.


  3. CONFIDENTIALITY; PROPRIETARY RIGHTS; PRIVACY

    1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
    2. As between Customer and Company, Customer shall own all right, title and interest in and to (i) the Customer Data and (ii) subject to Section 3.3 below, any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.

    3. Notwithstanding anything to the contrary, Company shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

    4. Provision of the Services by Company and use of the Services by Customer shall be subject to Company’s Privacy Policy, the current version of which can be found at https://webapp.paytickr.com/privacy. Customer agrees to promptly report any suspected privacy breaches to Company, to provide Company with full details of any such breach and to cooperate fully with Company’s efforts to rectify and mitigate the consequences of any such breach.


  4. PAYMENT OF FEES

    1. Subject to Section 4.3 below, Customer will pay Company the then applicable fees described in the Registration Form and on the PayTickr Pricing Page at https://paytickr.com/paytickr-pricing for the Services in accordance with the terms therein and herein (the “Fees”). If Customer’s use of the Services exceeds the service capacity (if any) set forth on the Registration Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at any time; provided, however, that Company will provide at least thirty (30) days prior notice to Customer (which may be sent by email and/or posted on the https://paytickr.com website) of any pricing increase of greater than ten percent (10%) in any twelve (12) month period for any applicable Fees. If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing period in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.

    2. Unless otherwise agreed in writing, all Fees payable hereunder will be charged and paid as described in the PayTickr Pricing Page to Customer’s designated bank account through a pre-authorized debit arrangement with TelPay Incorporated, as more particularly described in the attached Exhibit D. Company may choose to bill some or all of the Fees which have not otherwise been charged through the pre-authorized debit arrangement by issuing an invoice, in which case, full payment for such invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month (18% per annum) on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than taxes based on Company’s net income.

    3. Company may, in its sole discretion, permit Customer to use some or all of the Services, and/or new or additional features comprising the Services, on a trial basis for no charge or for a reduced charge (each a “Trial Offer”). Where Customer uses the Services pursuant to an applicable Trial Offer, the terms and conditions applicable to the Trial Offer, include applicable pricing and duration, will be specified prior to Customer’s acceptance of the Trial Offer and will override the Fees otherwise applicable to the relevant Services in accordance with such terms and conditions.


  5. TERM AND TERMINATION

    1. Subject to earlier termination as provided below, unless otherwise specified in the Registration Form, this Agreement is for an indefinite term and shall continue until terminated as provided herein.

    2. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this written notice. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Except as required by applicable law or as contemplated by the Privacy Policy, upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.


  6. WARRANTY AND DISCLAIMER

    Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT SOME OR ALL OF THE SERVICES MAY BE IN A BETA PHASE OF DEVELOPMENT FOR AN INDEFINITE PERIOD OF TIME.


  7. INDEMNITY

    Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any United States or Canadian patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement. Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused Fees for the Service.


  8. LIMITATION OF LIABILITY

    NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


  9. CUSTOMER USAGE DATA

    1. Without limiting any other provision of this Agreement, Company may use the Services and the Software to collect data (the “Usage Data”) concerning usage of the Services and the Software by Customer and its authorized end users; provided that Company shall have no right to use any personally identifying information (such as name, address, telephone number, social insurance number or other government identification number) except for the purposes of providing the Services to Customer and its authorized end users. The Usage Data shall be owned by Company and Company may use the Usage Data for any purpose. Company agrees to keep the names of Customer and its authorized end users confidential in connection with the Usage Data.


  10. MISCELLANEOUS

    If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent, which consent may be withheld in Company’s sole discretion. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement, together with the documents referred to herein, is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the Province of Alberta, together with the federals laws of Canada applicable therein, without regard to its conflicts of laws principles.


EXHIBIT A

Description of Services

EXHIBIT B

Service Level Terms

Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services. Company may offer enhanced service levels for an additional fee in the future and will notify Customer when such enhanced service levels are available.

EXHIBIT C

Support Terms

Technical Support will be provided by Company’s authorized support provider, TelPay Incorporated, to Customer via telephone at 1-800-665-0302 on weekdays during the hours of 9:00 am through 5:00 pm (local Manitoba time), with the exclusion of statutory holidays in Manitoba (“Support Hours”). Customer may also request Technical Support via e-mail at support@paytickr.com.

EXHIBIT D

Pre-Authorized Debit Arrangement

  1. Unless otherwise specified in the Registration Form or otherwise expressly agreed in writing by Customer and Company, Customer agrees to authorize TelPay Incorporated (“TelPay”) to pay all Fees due and owing by Customer to Company by direct deposit to Company’s designated bank account through Customer’s pre-authorized debit arrangement with TelPay.

  2. Company may, from time to time, change the designated bank account by notifying TelPay. In such case, Company shall not be obligated to notify Customer of such change and Customer shall be deemed to have authorized TelPay to implement such change.

  3. Customer agrees to immediately notify Company in writing of any cancellation or other change to its pre-authorized debit and direct deposit payment arrangement with TelPay where such cancellation or change can reasonably be expected to materially affect the prompt payment of the Fees by or on behalf of Customer.