The terms contained in this Addendum shall only apply to the Services for Tracker I-9 (“Tracker”) on the Order Form between Mitratech and Customer. In the event of a conflict between the terms of the Agreement, the Order Form, and the remainder of this Addendum, the Addendum shall control.
- Definitions
Unless otherwise specified in this Addendum, capitalized terms used in this Addendum shall have the meanings set forth in this Section 1.
“Annual Record Retention and Audit Support” allows for private and confidential information to be stored and secured throughout the duration of the Agreement. This information is kept in electronic, digital format, and is secured through administrative, physical and technical protections and accessible only by authorized persons. The data is encrypted and prevents unauthorized users from opening the files and reading the contents.
Applicable to Tracker I-9 Users: There are two types of encryption that are utilized to protect the privacy of the I-9 Record at rest and in transit. All I-9 records are stored and maintained for the length of time the law requires and support provided for ICE, DOJ, IER, and E-Verify audits.
“Authorized Representative(s)” includes up to two (2) Users who have been designated by Customer to contact Tracker’s technical support for routine questions and issues regarding the Software.
“Go-Live Date” means the latter of (a) the effective date of an Order Form or (b) the date Customer begins using the Software in a commercial manner.
“New I-9 Record” means any I-9 record created in the system where Section 1 has been signed even though Section 2 may not have been completed.
“Overages” means any New I-9 Records created in the system within an annual timeframe that exceeds the annual subscription license volume specified on the order form. New I-9 Record volumes will be reviewed quarterly and excess New I-9 Records created will be invoiced in all quarters following their occurrence.
“Remote Hire Network” means a network of trained Authorized Representatives who are available for Customer to delegate the authority to complete Section 2 on Customer’s behalf. These services are provided by a subcontractor and are not employees of Tracker. Liability associated with the compliant completion of the I-9 remains with Customer as the employer.
“Software” means the proprietary Tracker I-9 employment verification and E-verify web services component, Tracker I-9 Resolve, Tracker IMS software, and any Third-Party Products identified on an Order Form.
“Subscription Period” means the period(s) during which a specified number of Users (which may be unlimited) are licensed to use the Software pursuant to the Agreement and the applicable Order Form(s).
“Third Party Products” means the third-party software products listed on an Order Form.
“User(s)” means Customer’s (or Customer’s affiliates/subsidiaries) employees, representatives, consultants, contractors or agents who are authorized by Customer to use the Software and who have been given login credentials by Customer.
“User Account(s)” means the unique User identification name(s) and password(s) needed to access and setup Tracker I-9 and/or IMS License users.
“User Data” means any data or information Customer (or Customer Users) provide, upload or disclose to Tracker in the course of using the Software.
“Work Product” means (collectively) all deliverables, assessments, reports, discoveries, inventions, developments, documents, works of authorship, writings, drawings, designs, data, specifications, formulae, manuals, processes, programs, software, web-based applications and any related improvements or modifications to the foregoing, which with respect to all of the foregoing are conceived, created or otherwise developed by us (alone or with others) for Customer pursuant to any of the Services provided to Customer under the Agreement and this Addendum or an Order Form.
- Software and Services
2.1 Grant of User Accounts. Subject to the terms of the Agreement, Tracker grants Customer and Customer’s affiliates/subsidiaries a non-transferable (except as provided for herein), non-exclusive, non-sublicensable right to access and use the Software on a worldwide basis during the Subscription Period for up to the number of User Accounts described in each Order Form. User Accounts may not be shared or used by more than one (1) User but may be reassigned from time to time for any reason to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Software. Customer is responsible for the User Accounts, including any passwords issued under the Agreement. Customer must comply with the procedures specified by Tracker from time to time in writing to Customer regarding obtaining and updating User Accounts and passwords. Customer shall use commercially reasonable efforts to prevent any third party from using a User Account or obtaining a password. Customer shall inform Tracker immediately of any actual or potential unauthorized access that Customer become aware of to a User Account, password, or to the Software.
2.2 Data and Security. Tracker shall use commercially reasonable efforts to (a) maintain the security of the Software; (b) make the Software generally available 24/7 (24 hours a day, 7 days a week) in a manner which minimizes errors and interruptions in the Software, except for: (i) planned downtime, which shall be any period outside of the hours of 6:00 am to 9:00 pm PST Monday through Friday; or (ii) downtime of the Software caused by a Force Majeure Event or emergency maintenance. Customer is solely responsible for providing, at Customer own expense, all equipment needed to connect to, access or otherwise use the Software, including, without limitation, acquiring, installing and maintaining all telecommunications equipment, hardware, software, and other equipment as may be necessary to connect to, access and use the Software. All User Data will be transmitted and stored via secure channels Tracker shall employ the highest industry-standard security, firewall and virus protection technology to safeguard (1) User Data transmitted or stored on its servers and (2) the Software. Customer is responsible for the accuracy, quality, legality, completeness, and use by Customer of User Data that is stored on the Tracker servers. Tracker shall maintain appropriate technical and organizational measures to protect User Data against alteration, destruction, damage, unauthorized disclosure and/or loss and will be responsible and liable to Customer for its acts or omissions that result in the alteration, destruction, damage, unauthorized disclosure, loss or failure to store any User Data. Tracker will not be responsible or liable to Customer for Customer acts or omissions that result in the alteration, destruction, damage, unauthorized disclosure, loss or failure to store any User Data. If User Data is lost or damaged, Tracker, at its expense, will assist Client in restoring such User Data to its servers. Tracker may view or access individual records from time to time solely for the purpose of resolving a problem, support issue, or suspected violation of the Agreement, or as may be required by law.
2.3 Training. Tracker provides administrative training sessions using Customer’s telephone and a computer with internet access at no charge. Customer may purchase end-user basic training and/or custom training services at Tracker’s then-current fees. A minimum of two weeks’ notice is required to schedule on-site training. Customer agrees that prior to using the Software, Customer’s administrative Users shall attend at least one (1) of Tracker’s Basic Training sessions for the Software. Tracker will have no obligation to provide the Software unless and until at least one (1) of Customer Users attends such Basic Training.
2.4 Technical Support and Maintenance. Tracker will provide standard technical support and maintenance to Authorized I-9 Representatives between the hours of 6:30 a.m. and 5:30 p.m. Pacific Time, Monday through Friday, excluding national holidays in the United States of America. Authorized user may contact support at (877) 875-7911. Outside of these hours, a Software desk will answer all calls and escalate emergency technical support incidents to Tracker’s on-call technical support staff. Tracker is not obligated to provide technical support to Customer if the Software fails to perform because of any of the following reasons: (a) Customer’s misuse of the Software, including manipulation of the data or data entry error; (b) a Force Majeure Event; (c) system or network failure of E-Verify web services or the E-Verify website; or (d) problems related to networks, operating systems, hardware, printers, or the SQL or Access database software.
2.5 E-Verify web services. If Customer elects to participate in E-Verify, Customer must register online with the Department of Homeland Security (DHS) for an E-Verify account and sign a Memorandum of Understanding (MOU), which provides the terms of agreement between Customer, the Employer (if different), the Social Security Administration, and the DHS. Customer is responsible for observing all terms and conditions specified in the MOU.
- Limitations on Use
. Customer agrees not to violate any local, state, federal or foreign law, treaty, regulation or convention (including those related to employment verification, anti-discriminatory hiring practices, data privacy, international communications and the transmission of technical or personal data) applicable in connection with Customer use of the Software. Customer will not, and will not attempt to: (a) interfere in any manner with the operation of the Software, or the hardware and network used to operate the Software; (b) modify, copy or make derivative works based on any part of the Software; or (c) create Internet “links” to or from the Software or any content which forms part of the Software (other than Customer own internal intranets).
Certain features of the Software may allow Customer and Customer Users to communicate with individuals or other third parties by sending text or SMS messages (the “Messaging Features”). Tracker uses Twilio Inc. (“Twilio”) to facilitate the Messaging Features. Customer agrees and warrant that Customer, Customer affiliates/subsidiaries and Customer Users will only use the Messaging Features to send text or SMS messages to third parties where Customer has obtained all necessary consent and permission to do so as specified in the Software and under applicable laws, regulations, and policies, including without limitation, (i) Twilio’s consent requirements, as specified in Twilio’s Messaging Policy available at https://www.twilio.com/legal/messaging-policy; (ii) Twilio’s acceptable use policy, available at https://www.twilio.com/legal/aup; (iii) the Telephone Consumer Protection Act (TCPA); and (iv) any relevant telecommunications providers’ policies, including for example, T-Mobile’s Code of Conduct available at https://www.t-mobile.com/support/public-files/attachments/T-Mobile%20Code%20of%20Conduct.pdf.
Customer and Customer Users certify that, before sending any text or SMS messages to any individual in the Remote Hire Network who provides services related to Section 2, Customer will obtain written or oral consent to send such messages.
Customer will only store any use information Customer receives from a User regarding a third-party representative who will assist with completing Section 2 of Form I-9 for those purposes and will not use any such information for other purposes.
- Limited Warranty
If Customer notifies Tracker in writing within thirty (30) days of the Go Live Date that the Software does not substantially conform to the applicable Order Form or statement of work, Tracker will promptly modify such Software so that it does substantially conform to the applicable Order Form or statement of work. If within thirty (30) days after notice is received by Tracker (Remediation Period), Tracker is unable to repair or modify such Software to substantially conform to the applicable Order Form or statement of work, then upon Customer written request Tracker shall refund the Fees paid for the Software (except for any fees for set up and configuration) and, at Customer sole option, the Agreement and/or the applicable Order Form shall automatically terminate (the “Limited Warranty”). The period to request such applicable refund shall be thirty (30) days from the final day of the Remediation Period. If request is not requested within this thirty-day (30) period, the refund shall be deemed forfeited. This represents Tracker’s total liability and Customer sole remedy with respect to the Limited Warranty.
- Additional Representations and Warranties
In addition to the Limited Warranty, Tracker represents, warrants and covenants that it has suitable and adequate candidate screening and security procedures, and that it will perform background and reference checks on all employees performing the Services under any Order Form.
- DISCLAIMER
This solution contains an adoptable feature that may force an I-9 Manager and/or their delegate to attach required documentation (when prompted) to proceed with completing/signing Section 2 and/or Section 3 of an employee’s I-9 form. Customer acknowledges and agrees that Tracker is not liable for a tardy or unsubmitted form because of the functionality blocking the completion of a I-9 form due to a failure to attach a required document(s). Included with this feature is the ability for an I-9 Manager with permissions to override the attachment requirement. Customer shall contact the Tracker I-9 Product Support team if Customer believes the I-9 form’s submission is being blocked in error.
Except as provided for herein (or in an applicable Order Form), Tracker makes no other representations or warranties, express or implied (including, but not limited to, implied warranties of merchantability, and fitness for a particular purpose), with respect to any use of the Software described herein and to the maximum extent permitted by applicable law, Tracker disclaims all other representations and warranties. Customer acknowledges and agrees that Customer is not relying on Tracker or its Software to provide any legal advice whatsoever, including without limitation, as to electronic signatures, employment eligibility verification, E-Verification or E-Verify Designated Agent duties, records maintenance or other laws. The Software may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Tracker is not responsible for any delays, delivery failures, or other damage resulting solely from such problems. Except as provided for herein (or in an applicable Order Form), Tracker does not guarantee that the Software will perform error-free or uninterrupted or that it will correct all Software errors.
[End of Tracker Addendum]