TRAKSTAR ADDENDUM

The terms contained in this Addendum shall only apply to the Services for Trakstar offerings (“Trakstar”) 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.

• Access to and Use of the System.

1. 1. System shall mean the human resources computer program, software modules and interactive computer services for human resources and management solutions and all applicable documentation, together with all related interfaces, functionality, web-services, supplements, add-on components, corrections, bug fixes, modifications, enhancements, updates, new versions or releases that Trakstar subsequently may make available (collectively, the “System”). Hereafter, “System” shall be deemed to mean only those parts of the System necessary for Client to receive the Services to which Client has a subscription pursuant to an effective Order Form.
   2. Access. Subject to the terms and conditions of the Agreement and this Addendum, including the timely payment of all fees due hereunder, Trakstar hereby: (a) agrees to make available to the personnel that Customer authorizes to access and use the System (each a “User” and collectively the “Users”) non-exclusive access to the System via the Internet in accordance with the standard access protocol of Trakstar; (b) authorizes Customer, on a non-exclusive, non-transferable basis, to have Users access and use the System, which will at all times reside on servers owned or controlled by Trakstar; and (c) authorizes Customer, on a non-exclusive, non-transferable basis, to have Users make a reasonable number of copies of Trakstar’s standard documentation that Trakstar provides to Customer from time to time (“Documentation”), in whole or in part, as required for Customer to produce internal support, training or communication materials regarding usage of the System.
   3. Limited Scope. Trakstar is providing a limited term subscription to access and use the System during the term set forth on Customer’s Order Form. Customer acknowledges that access to, and use of, the System is limited to the scope of the express provisions set forth in Section 1.2 above and that there are no implied licenses; all rights not expressly granted under this Agreement are reserved by Trakstar.
   4. Updates. Trakstar may, at its sole discretion, make available error corrections, bug fixes, modifications or minor enhancements to the System (each an “Update” and collectively “Updates”) that Trakstar generally makes available to its Customers that subscribe to the same Services.
   5. Upgrades. Trakstar may develop new modules that provide new functionality or services (each an “Upgrade”) that are not part of the Services to which Customer is subscribing. Customer may, at Customer’s discretion, purchase a subscription to an Upgrade pursuant to the terms of a new Order Form.
   6. Certain Parts of the System (Section 1.5 shall only be applicable to the Trakstar services in which resumes (CVs) may be transmitted and stored).
      1. Customer acknowledges and agrees that certain parts of the System may be used only to transmit and store resumes (or CVs), files associated with the process of hiring a candidate (hereinafter referred to as “Candidate”), job descriptions and comments with respect to the foregoing. In such parts of the System, Customer may not (i) use the Service to upload advertisements or materials other than materials regarding the candidate search process, job descriptions and comments, or (ii) transmit unsolicited information, materials or data (including, without limitation, “spam” messages).
      2. Customer further acknowledges and agrees that Customer may not: (i) transmit any code of a destructive nature or that attempts to automatically gather information from the screen (screen scraping); or (ii) use automated systems (“bots”) to upload multiple streams of data, such as for multiple Candidates, at once. If Trakstar reasonably deems Customer’s bandwidth usage to be excessive (as reasonably determined by Trakstar), in order to protect the responsiveness of services for all customers, Trakstar reserves the right, upon notice to Customer, to reduce or disable Customer’s use of this part of the System until Customer can reduce its bandwidth consumption.
   7. Right to Modify the System.
      1. Trakstar provides a platform that can be configured to meet the needs of its Customers without customizing the software directly as part of a one-off build for a given Customer. However, if Customer desires specific development work, then Customer will suggest the same to Trakstar and, upon Trakstar and Customer executing a written order for the specific development work (“Specific Work”) for the fees set forth in such order, Trakstar will use commercially reasonable efforts to develop such Specific Work and make available the Specific Work to Customer as part of the Services.
      2. Trakstar reserves the right, in its sole discretion and without incurring any liability to Customer, to change, enhance and otherwise modify the specifications for, and formulations and methods of provision of, the System and the Services, provided that such alterations will not materially reduce the functionality of the same. Trakstar further reserves the right, in its sole discretion, to create new products and/or services based upon or incorporating the System, the Services or elements thereof.
   8. Customer Data. Customer at all times has and will have sole responsibility:
      1. with respect to Customer Data, for the accuracy, quality, integrity, legality, reliability and appropriateness of all Customer Data, and Customer hereby represents, warrants and covenants to Trakstar that (i) Customer has all necessary rights in all Customer Data and other Confidential Information (including without limitation all intellectual property rights and trade secrets rights), and has obtained all necessary consents, made all necessary disclosures and otherwise complied with all applicable laws and regulations, including without limitation all privacy and data security laws and regulations, to transmit, input, load and use such Customer Data and/or other Confidential Information that it enters into the System and to allow Trakstar to provide the Services, as are required by applicable laws, rules or regulations and (ii) Customer will be responsible for all appropriate safeguards for the privacy and security of such Customer Data and other Confidential Information while the same is within Customer’s custody or control, including without limitation the administrative, physical and technical safeguards regarding the same while such Customer Data and other Confidential Information is within Customer’s custody or control.
   9. Third Party Products and Services.
      1. Customer may make certain parts of the System interoperate with third-party products or services, including by way of illustration but not limitation human capital management software, virtual meeting software or document management software (collectively, “Third Party Products”). Any access to or use by Customer of such Third Party Products in connection with the Services, and any exchange of data between Customer and any third party provider of such Third Party Product (each a “Third Party Provider”), is solely between Customer and the applicable Third Party Provider. Trakstar does not warrant or support Third Party Products, whether or not they are designated by Trakstar as “certified” or otherwise, except as expressly specified in an Order Form.
      2. If Customer uses a Third Party Product in connection with a Service, then (i) Customer shall ensure that it has sufficient rights in the Third Party Product and its own Customer Data to allow such use by the Third Party Provider and (ii) Customer hereby grants to Trakstar permission to allow the applicable Third Party Provider to access the Customer Data as required for the interoperation of that Third Party Product with the Services. Trakstar is not responsible for any disclosure, distribution, modification or deletion of Customer Data resulting from such access by a Third Party Provider or Third Party Product.
      3. Certain features of the System may interoperate with Third Party Products. If Customer desires to use such features of the System, then (i) Customer will obtain authorization from the Third Party Provider to have the System interface with and access the Third Party Products, and (ii) Customer hereby grants Trakstar permission to have the System interface with and access the account(s), data, materials, and other information of Customer on the Third Party Product (collectively, “Customer’s Third Party Product Materials”) to allow such Third Party Product to interoperate with the Services. Trakstar is not responsible for the operation of any Third Party Product or the availability or operation of the Services to the extent such availability and operation is dependent upon a Third Party Product. If the Third Party Provider ceases to make the Third Party Product available for interoperation with the corresponding Service features on reasonable terms, Trakstar may cease providing those Service features without entitling Customer to any refund, credit, or other compensation.
      4. Parts of the System may contain links to third party websites and vendors. Any such links to other websites and/or vendors do not represent Trakstar’s endorsement, sponsorship, or approval of such websites (or any content found thereon) or vendors. Customer acknowledges that Trakstar does not control such other websites and vendors. Customer understands and agrees that Trakstar does not make any representation or warranty whatsoever about any third party website or vendor, or endorse the products or services offered on or by any such website or vendor. Trakstar hereby disclaims: (i) all responsibility and liability for content on third party websites; and (ii) any representations or warranties as to the security of any information (including, without limitation, credit card and other personal information) Customer might provide to a third party, and Customer hereby irrevocably waives any claim against Trakstar and its directors, officers, employees, agents and members with respect to such websites (including the content thereon) and vendors.

• Support

1. 1. First-Line Support. Customer shall provide first-line support to its Users. Customer shall appoint an “Internal Administrator” and notify Trakstar in writing regarding the Internal Administrator’s name and contact information. The Internal Administrator shall be responsible for: input of all Customer-related information and data, User ID information, and organizational structure (including without limitation accurate job titles and/or roles, which will be used in connection with role-based access to the System); and training of Customer’s Users. All User questions regarding the functioning of the System shall be directed first to Customer’s Internal Administrator.
   2. Second-Line Support. Provided that Customer is current in its payment of Subscription Fees under this Agreement, Trakstar shall provide its standard technical support and maintenance to Customer, solely through Customer’s Internal Administrator, during Trakstar’s normal business hours (9:00 AM-8:00 PM Eastern Time M-F). Trakstar may provide such support via telephone, e-mail and other Internet based technology directly to Customer’s Internal Administrator. Second-line support means direct technical support of the System, including, but not limited to: (a) direct response to the Internal Administrator’s inquiries concerning performance, functionality or operation of the System; (b) a direct response to reported problems for performance deficiencies with the System; (c) a diagnosis of problems for performance deficiencies of the System; and (d) a resolution of the problems for performance deficiencies of the System. Trakstar shall also provide standard error correction and maintenance modifications to the System.
   3. Additional Support. Notwithstanding the above, if Trakstar makes a reasonable business determination that the technical support requested by Customer pursuant to Section 3.2 will entail detailed, specialized maintenance or support services different in kind or amount from those provided to other Customers that subscribe to similar Services, then Trakstar shall notify Customer that the requested support is considered an additional service which shall be subject to additional fees, to be negotiated.

1.  System Maintenance. Trakstar shall employ industry standard practices, using technical and organizational security measures customarily adhered to within the industry, to ensure the security, confidentiality and integrity of all Customer data and other information or materials transmitted to or stored on the System by or on behalf of Customer or any User (“Customer Data”). Trakstar shall make backups of the Customer Data in the System on a daily incremental basis during the week on a rolling, 7-day basis, and a full backup each weekend.

1. Certain Customer Obligations. A Customer’s Users will access the System through Single Sign On (SSO) or non-SSO. If Customer is to access the System through SSO, then Customer will be responsible for administering the User credentials. If Customer is to access the System through non-SSO, then as part of the registration and account creation process, each of Customer’s Users will need a unique user name (“User Name”) and password (“Password”). User may not select a User Name that is identical to that used by another person or use a User Name that, in the sole opinion of Trakstar, is offensive or inappropriate. Customer shall be solely responsible for its Users’ maintaining the confidentiality of Passwords. Customer is solely responsible for all usage or activity on Customer’s account, including but not limited to use of Customer’s account, Customer’s User Names, and Password by any third party. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of Customer’s account, in Trakstar’s sole discretion, and Trakstar may refer Customer to appropriate law enforcement agencies.

[End of Trakstar Addendum]