Team Management Terms

The terms and conditions of these Team Management Service Terms (“Team Management Terms”) are incorporated into and shall become part of the Agreement entered into between Workstream and Customer and included in the definition of “Services”, pursuant to which Workstream will provide to Customer Team Management Services suite which shall consist of a combination of one or more of the following Service features as set forth on the applicable Order:

Documents & Signatures Service
OnBoarding Service
Surveys Service
Records & Chat Service

The terms and conditions of these Team Management Terms apply in addition to, and not in lieu of, the terms and conditions set out in the Agreement.

In the event of any conflict between these Team Management Terms and the Agreement, the terms and conditions of these Team Management Terms shall prevail. Capitalized terms in these Team Management Terms that are not otherwise defined in these Team Management Terms have the meanings given in the Agreement.

Workstream reserves the right to periodically amend these Team Management Terms and such amendments will automatically become effective upon written notice to the Customer, which may include email notice or the posting of such updated Team Management Terms at workstream.us/tmterms.

Definitions

“Content” means all information made available by Workstream including by way of example and not limitation, Website text, graphics, logos, icons, images, software, illustrations, auditory and visual elements, and the arrangement and compilation of the foregoing, and any other materials pertaining to the Services, including the OnBoarding Service which are furnished or accessed in connection with the Services.

‍“E-Verify” means the Internet based application operated by the Department of Homeland Security (DHS) in partnership with the Social Security Administration (SSA) which allows electronic employment eligibility verification of newly hired employees.

‍“Form I-9” or “I-9 Forms” means the DHS Employment Eligibility Verification Form.

‍“OnBoarding Service” means the portion of the Services used by the Customer specifically for purposes of processing and managing the on-boarding of employees, including the processing and managing I-9 forms.

‍“Website” means any website from which the Service is accessed, and any web pages included therein.

Service Terms

General

Customer has been authorized to use the Team Management Service by Workstream and shall use the Team Management Service in accordance with the terms and conditions of the Agreement.

The Team Management Service, may includes a feature provided by Workstream for two parties (for example, the Customer, herein described as the “sending party,” subscribing to the Team Management Service and an employee, employee-candidate or contractor) to electronically sign documents, including, but not limited to, agreements, policies, and forms (collectively, “Stored Documents”.)

When counterparties sign a document electronically using the Team Management Service, the rights and duties associated with that document are solely those of the counterparties. Workstream is not a party to the document and carries no liability or responsibility with respect to the correctness, validity or enforcement of the document; nor does Workstream have any liability or responsibility with respect to the legal or non-legal aspects of the document or any dispute arising as a result of the document. Workstream’s sole responsibility is provision of the Team Management Service. Workstream assumes no responsibility for providing an employee, employee-candidate, contractor or other party with a non-electronic version of a document in the event such counter party requests to execute a document outside of our Service.

PLEASE NOTE THAT WORKSTREAM’S STATEMENTS CONTAINED HEREIN OR ELSEWHERE CONCERNING THE VALIDITY OF ELECTRONIC DOCUMENTS AND/OR THE SIGNATURE LINES OF DOCUMENTS THAT ARE ELECTRONICALLY SIGNED ARE FOR INFORMATIONAL PURPOSES ONLY; THEY ARE GENERAL IN NATURE AND SHOULD NOT BE CONSTRUED AS LEGAL ADVICE. UNDER FEDERAL AND STATE LAWS GOVERNING ELECTRONIC SIGNATURES, ELECTRONIC SIGNATURES ON CERTAIN TYPES OF AGREEMENTS ARE NOT ENFORCEABLE. WORKSTREAM HEREBY DISCLAIMS ANY RESPONSIBILITY FOR ENSURING THAT DOCUMENTS ELECTRONICALLY SIGNED THROUGH WORKSTREAM’S SERVICE ARE VALID OR ENFORCEABLE UNDER THE LAWS OF THE UNITED STATES OF AMERICA, ANY PARTICULAR STATE, OR ANY OTHER LEGAL JURISDICTION. YOU SHOULD CONSULT WITH LEGAL COUNSEL CONCERNING THE VALIDITY OR ENFORCEABILITY OF ANY DOCUMENT YOU MAY SIGN ELECTRONICALLY USING THE SERVICE.

Access to Customer Documents Upon Termination

Customer shall have only 30 days to access and export any Stored Documents uploaded and stored with the Team Management Service upon termination of this Team Management Services Terms.

Customer may, prior to termination, request in writing reasonable additional time to export its Stored Documents, provided that Workstream may charge Customer for this extended access based on Workstream’s then-current standard fees. Workstream will delete any Stored Documents in Customer’s account in a commercially reasonable period following receipt of a Service Administrator’s request to do so prior to termination of the Services. Workstream may make instructions available to Customer regarding how to submit the Service Administrator request described in clause of the previous sentence and Customer is responsible for following these instructions to initiate a deletion.

Responsibility for Activity

Customer is responsible for all activity occurring through Customer’s account and its use of the Service, including OnBoarding Service, and shall abide by all applicable local, state, national and foreign laws, treaties and regulation in connection with use of the Service, including those related to data privacy and transmission of personal data. Customer shall: (i) notify Workstream immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Workstream immediately and use reasonable efforts to stop immediately any unauthorized copying and

distribution of the Content; and (iii) not permit anyone other than its employees to gain access to or use of the Service. Customer is solely responsible for designating its Users, establishing and protecting passwords, and access to the Service, and will bear all risk of loss from unauthorized use of the Service or failure to protect personal confidential information. Customer shall bear all of its own expenses in connection with its activities under these Terms and shall be solely responsible and liable for its employees and Users and for all of their acts or omissions.

I-9 Forms processed through the Onboarding Service

Customer acknowledges that in order for Workstream to provide the Form I-9 Service, Customer must necessarily agree to a Memorandum of Understanding (“MOU”) prescribed by E-Verify. Such MOU will set forth the terms by which the SSA and USCIS, with Workstream as Customer’s E-Verify Employer Agent (“EEA”), will confirm the employment eligibility of newly hired employees following completion and submission of the Form I-9 through the OnBoarding Services. Customer further agrees that Workstream may operate as EEA of Customer for purposes of providing the Onboarding Service contemplated herein. In any event, Customer is responsible for its own compliance with provisions of the MOU that are applicable to Customer.

Customer acknowledges Workstream bears no responsibility or liability for Customer’s failure to comply with the federal Form I-9 completion, retention and storage rules. In order to ensure its compliance with the retention rules, Customer should periodically download and save the electronic Form I-9 records created through use of the OnBoarding Service. Information, including Form I-9 records, downloaded and saved or otherwise retained on Customer’s computers or servers are owned by, and remain the responsibility of, Customer. Customer is solely responsible for complying with all other laws, rules and regulations promulgated by DHS or USCIS regarding the completion of I-9 Forms, including by way of example and not limitation, timely completion of I-9 Forms, posting notices of its participation in E-Verify and anti-discrimination provisions.

Customer is permitted to print or download completed I-9 Forms processed through the Onboarding Service and documents related thereto, such as employment eligibility verification case details, tentative non-confirmation notices and referral letters, and re-verifications.

Support for the operation of the Onboarding Service shall be provided by Workstream or an applicable supplier. Customer may contact Workstream for support services by phone or email, in accordance with the applicable Service Level Agreement.

Access to, or use of, the Onboarding Service may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. Workstream is not responsible for any delays, delivery failures, or other damage resulting from such problems. Workstream will schedule routine maintenance at times when it is least likely to disrupt use of the Onboarding Service.

Governmental Audits

‍In the event that the Form I-9 or E-Verify activities or any other activities of Customer based on or using the Services are subject to an audit, investigation or fine by one or more governmental agencies, including the DHS (Department of Homeland Security), ICE (U.S. Immigration and Customs Enforcement), USCIS (U.S. Citizenship and Immigration Services), SSA, Department of Justice, Attorney General, Office of Special Counsel or other state or federal agencies, Customer shall provide immediate notice to Workstream (and in any case no more than 24 hours after receiving notice of such audit, investigation or fine). Workstream and Workstream suppliers shall be entitled to participate in such a process and respond to all questions directed at the Service and to conduct all demonstrations. Failure to comply with this section is a material breach of the Agreement by Customer and Customer acknowledges that it may be liable for damages to Workstream or its supplier’s business and reputation resulting from such failure.

‍Legal Support

If Workstream (including any of its affiliates and subsidiaries) assists Customer or is otherwise required to participate in, defend, or respond to any legal or regulatory proceedings involving or related to Customer, including, without limitation, subpoenas, depositions, hearings and trials (collectively “Legal Support Services”). Customer shall reimburse Workstream for all costs and expenses they reasonably incur therewith related to such Legal Support Services, including, without limitation, reasonable attorneys’ fees and disbursements.

‍Compliance; No Legal Advice

Customer acknowledges that Workstream will not render any opinions regarding legal or regulatory compliance, including but not limited to Form I-9 compliance or Form I-9 content, and Customer shall base its processes, guidelines and decisions on its own policies and procedures. Any consultation, training, information, support and forms provided by Workstream are provided for informational purposes only, and not for the purpose of providing legal advice.

WORKSTREAM STRONGLY RECOMMENDS THAT CLIENT CONSULT WITH ITS OWN LEGAL COUNSEL FAMILIAR WITH SUBSCRIBERS UNIQUE REQUIREMENTS AND LEGAL/REGULATORY OBLIGATIONS RELATED TO THE COMPLIANT PROCUREMENT AND USE OF THE FORM I-9 AND OTHER SERVICES OBTAINED PURSUANT TO THE AGREEMENT.

EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, THE SERVICE, INCLUDING I-9 SERVICE AND THE CONTENT ARE PROVIDED “AS IS” AND THERE ARE NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. FURTHERMORE, WORKSTREAM MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE RESULTS OF THE SERVICES OR THE IMMIGRATION STATUS OF ANY INDIVIDUAL PROCESSED OR MANAGED THROUGH THE SERVICES OR E-VERIFY SERVICE. CUSTOMER IS SOLELY RESPONSIBLE AND LIABLE FOR ALL INDIVIDUAL PROCESSED THROUGH THE SERVICE AND E-VERIFY SERVICE AND THE RESULTING IMMIGRATION STATUS INCLUDING ANY FINDING THAT AN INDIVIDUAL IS NOT AUTHORIZED TO WORK IN THE UNITED STATES.

ANY ADVICE, TRAINING OR INFORMATION GIVEN BY WORKSTREAM IN THE COURSE OF OFFERING THE ONBOARDING SERVICE IS FOR INFORMATIONAL PURPOSES, IS NOT INTENDED AS LEGAL ADVICE FOR ANY PURPOSE, AND SHOULD NOT BE CONSIDERED AS LEGAL ADVICE OR A LEGAL OPINION. USE OF THE SERVICE, INCLUDING ONBOARDING SERVICE DOES NOT CREATE, AND IS NOT INTENDED TO CREATE, ANY ATTORNEY CLIENT RELATIONSHIP.

CUSTOMER IS SOLELY RESPONSIBLE FOR ALL FEDERAL, STATE AND LOCAL FORMS AND FILINGS, INCLUDING BUT NOT LIMITED TO FORM I-9 AND E-VERIFY PROCESSES AND PROCEDURES AND FOR COMPLIANCE WITH APPLICABLE LAWS, RULES AND REGULATIONS AND AGREES INDEMNIFY, DEFEND AND HOLD WORKSTREAM HARMLESS FROM AND LIABILITIES, PENALTIES, FEES OR DAMAGES ARISING FROM CUSTOMER’S FAILURE TO COMPLY. EMPLOYMENT ELIGIBILITY INFORMATION COMMUNICATED THROUGH THE I-9 SERVICE IS RECEIVED THROUGH THE E-VERIFY PROGRAM. WORKSTREAM MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY OF INFORMATION RECEIVED FROM ANY GOVERNMENT AGENCY OR BODY, INCLUDING BUT NOT LIMITED TO THE E-VERIFY PROGRAM AND DISCLAIMS ALL LIABILITY RELATED THERETO, INCLUDING FOR DAMAGES RESULTING FROM CLIENT'S RELIANCE THEREON.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WHATSOEVER WILL WORKSTEAM BE LIABLE FOR CLIENT’S USE OF THE SERVICE, RESULTS OF DECISIONS MADE OR ACTIONS TAKEN BASED UPON USE OF THE SERVICE, OR ANY FAILURE TO TAKE ACTION, OR ANY THIRD PARTY CLAIM MADE AS A RESULT OF USE OF THE SERVICE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, FINES, LOSS OF ANTICIPATED PROFITS OR BUSINESS, OR INTERRUPTIONS IN BUSINESS, ARISING OUT OF THE USE OR INABILITY TO USE THE ONBOARDING SERVICES OR THE PERFORMANCE OF THE AGREEMENT, WHETHER BASED ON ACTIONS IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER ACKNOWLEDGES THAT THE ABOVE PROVISIONS ARE A MATERIAL FACTOR IN WORKSTREAM'S DETERMINATION OF FEES AND THE COST OF THE SERVICE AND THAT THE SAME FORM AN ESSENTIAL BASES OF THE BARGAIN BETWEEN THE PARTIES.