SAAS SERVICES AGREEMENT ADDENDUM

This SaaS Services Agreement Addendum (“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”). By checking off "Sign Up for Verification Exchange" during the online registration process, clicking the "Sign Up for Verification Exchange" from within the system, or otherwise using and/or authorizing others to participate in the verification exchange, Customer agrees to be bound by the terms of this Agreement.

WHEREAS:

  1. The Company and the Customer are parties to the Company’s standard form SAAS Services Agreement which provides for the use of the Company’s PayTickr Online Payroll System (the “Core Service”) by the Customer and its authorized users.
  2. The Company and the Customer wish to provide for the addition of an ancillary service to the Core Service, which ancillary service includes transmitting data collected from the Customer and its authorized user employees (the “Data”) to Equifax Canada Co. (a provider of Equifax Workforce Solutions) in order to facilitate the provision of background and credit reporting data concerning Customer’s employees to authorized commercial, private, non-profit and governmental entities who wish to verify an employee’s employment and/or income.
  3. In order to provide the ancillary services and transmit the Data to Equifax Canada Co., the Company requires the express consent of the Customer and each of its authorized user employees.

Accordingly, the parties agree as follows:

  1. The Customer hereby authorizes the Company to transmit the Data to Equifax Canada Co. until the earlier of (i) the termination of the SAAS Services Agreement or (ii) the termination of this Addendum as provided herein.
  2. The Customer represents and warrants that it has obtained the express consent of each of its existing authorized user employees to the collection of the Data by the Company and transmission of such Data to Equifax Canada Co. and the Customer covenants that it shall obtain the express consent of each of new authorized user employee to the collection of the Data by the Company and transmission of such Data to Equifax Canada Co. prior to authorizing such new authorized user employee to use the Core Service.
  3. The Customer acknowledges and agrees that all of its existing and future authorized user employees who use the Core Service must consent to the collection of the Data by the Company and transmission of such Data to Equifax Canada Co.
  4. The Customer acknowledges and agrees that, in addition to (but not in substitution of) the Company obtaining the express consent of each of its existing and future authorized user employees to the collection of the Data by the Company and transmission of such Data to Equifax Canada Co., the Company from time to time may require each of the Customer’s authorized user employees to confirm their express consent to the same as a precondition to logging into and using the Core Service.
  5. The Customer shall immediately notify the Company in the event any of the Customer’s authorized user employees revokes its consent to the collection of the Data by the Company and transmission of such Data to Equifax Canada Co. and, in such event, the Customer shall immediately suspend such employee’s access to and use of the Core Service.
  6. The Data transmission services contemplated by this Addendum shall be performed by the Company at no additional cost to the Customer.
  7. This Addendum may be terminated in writing by either party for any reason on not less than thirty (30) days’ prior written notice to the other party.
  8. Upon the effective date of any termination of this Addendum, the Company will thereupon cease to transmit the Data to Equifax Canada Co.
  9. The Customer will indemnify, defend, and hold harmless the Company and its affiliates and their respective directors, officers, and employees from, and against, any loss, damage, cost, liability, and expense (including reasonable attorneys’ fees) (collectively, “Losses”), arising from or relating to the investigation, defense, settlement, or satisfaction of claims or causes of action alleged, or asserted by, a third party to the extent arising out of or relating to (i) the failure of the Customer to obtain the express consent of its authorized user employees to the collection of the Data by the Company and transmission of such Data to Equifax Canada Co. and (ii) any other breach of any provision of this Addendum by the Customer.
  10. The Company will indemnify, defend, and hold harmless the Customer and its affiliates and their respective directors, officers, and employees from, and against any Losses arising from or relating to the investigation, defense, settlement, or satisfaction of claims or causes of action alleged, or asserted by, a third party to the extent arising out of or relating any breach of any provision of this Addendum by the Company.
  11. This Addendum shall be in addition to, and not in substitution for, the SAAS Services Agreement. For greater certainty, (i) all provisions of the SAAS Services Agreement shall continue in full force and effect express to the extent expressly modified by the provisions of this Addendum and (ii) all SAAS Services Agreement provisions of general application shall apply equally to this Addendum as though contained herein, mutatis mutandis.
  12. This Agreement may be executed in any number of counterparts with the same effect as if all of the parties hereto signed the same document. All counterparts will be construed together and will constitute one instrument. A copy of this Agreement delivered by facsimile or other electronic means and bearing a copy of the signature of a party hereto will for all purposes be treated and accepted as an original.