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Portal Addendum

NOWSTA, INC.

Portal Addendum to Nowsta Master Subscription Services Agreement

 This Portal Addendum (“Portal Addendum”) supplements the Agreement by allowing Subscriber to provide its customers or staffing agencies with limited access to the WFM Services in connection with their business relationship with Subscriber. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

1. DEFINITIONS

  • 1.1. “Access Request” means a request in the form of Exhibit A which includes the name and address of the Portal Customer.
  • 1.2. “Access Fee” means the amount payable by Subscriber to Nowsta for making Subscriber’s instance of the WFM Service available to a Portal Customer set forth in Exhibit B, as may be updated from time to time pursuant to this Portal Addendum.
  • 1.3. “Portal Customer” means a customer or vendor of Subscriber which is provided with access credentials to the WFM Service at the request of Subscriber as further described herein and has agreed to the terms of the TOU.
  • 1.4. “TOU” means the Portal Terms of Use found at https://nowsta.com/portal-terms-of-use, setting forth the terms and conditions of Portal Customer’s use of the WFM Services.
  • 1.5. “WFM Service” means Subscriber’s instance of the Nowsta hosted Software as a Service (SaaS) offering with the functions described in Exhibit B, which is a subset of the Platform Services, which Subscriber wishes to provide Portal Customers access to.

2. ADDITION OF PORTAL CUSTOMERS TO THE SERVICES.

  • 2.1. Request for Access. From time to time, Subscriber may request that a customer/vendor be granted access to Subscriber’s WFM Service account. For each such customer/vendor, Subscriber will issue an Access Request to Nowsta. Nowsta shall work with Subscriber to provide credentials allowing such party to access and use the WFM Service solely in connection with their relationship with Subscriber and not for internal use or with other third parties.
  • 2.2. License Terms to Portal Customer. Portal Customers will be required to agree to the TOU before being provided with access to the WFM Service. This will be done via the login screen to the WFM Service. If a potential Portal Customer refuses to agree to the terms of the TOU, that customer/vendor will not be provided with access to the WFM Service and no Access Fee shall be due for such customer/vendor.

3. ACCESS FEES AND PAYMENT

  • 3.1. Access Fees (“Fees”). For each Portal Customer granted access to the WFM Service, Subscriber shall pay an annual Access Fee. The initial access period for each Portal Customer shall be co-terminus with Subscriber’s Service Term for the Services and the Access Fee for such initial access term shall be pro-rated. Access Fees are fixed for the Initial Service Term specified in the Agreement and thereafter, may be modified as specified in your renewal notice.
  • 3.2. Taxes. Access Fees are exclusive of all sales, use, value-added, withholding and other taxes, duties and assessments. Subscriber will pay all taxes assessed in connection with this Agreement and its performance, except for taxes payable on Nowsta’s net income. Subscriber will promptly reimburse Nowsta for any and all amounts that Nowsta may be required to pay on Subscriber’s behalf in connection with this Agreement. Subscriber will provide Nowsta with appropriate resale certificate numbers and other documentation, satisfactory to the applicable taxing authorities, to substantiate any claim of exemption from any taxes or duties.
  • 3.3. Payment. Nowsta shall invoice Subscriber for all Access Fees upon receipt of the Access Request. Payment shall be due net fifteen (15) days following the date of invoice. After the Initial Service Term, all Access Fees for all Portal Customers will be invoiced prior to the start of the new Service Term. Late payment may result in immediate termination or suspension of access to the WFM Service for the applicable Portal Customer(s). Subscriber will promptly reimburse Nowsta for all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by Nowsta in connection with collecting any overdue amounts.
  • 3.4. Access Renewals. Access to the WFM Service for each Portal Customer will renew automatically for additional twelve (12) month terms unless Subscriber notifies Nowsta of its intention not to renew such Portal Customer’s access at least forty five (45) days prior to the expiration of Subscriber’s then current Service Term.

4. GENERAL.

  • 4.1. Unless specifically changed by this Addendum, all other terms and conditions of the Agreement remain unchanged. If there is any conflict between the terms of this Addendum and the Agreement, the terms of this Addendum will prevail solely with respect to providing access to the WFM Service to Portal Customers.
  • 4.2. This Addendum shall remain in effect during the Service Term unless terminated by Nowsta for any reason on thirty (30) days prior written notice or upon termination of Subscriber’s Agreement with Nowsta.
  • 4.3. Entire Agreement. Nowsta and Subscriber each represent that it has validly entered into this Addendum and has the legal power to do so. No modification, amendment, or waiver of any provision of this Addendum will be effective unless it exists in writing and is signed by the party against whom the modification, amendment, or waiver is to be asserted. No failure or delay by either party in exercising any right under this Addendum will constitute a waiver of that right. If any provision of this Addendum is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Addendum will remain in effect. The parties agree that a signature obtained by electronic means is the legally binding equivalent of a handwritten signature.

 

Exhibit A –Access Request Template

Subscriber Name
Subscriber Agreement Order for Nowsta Services dated                                                                            (which includes the Nowsta Master Subscription Services Agreement) (“Agreement”) and

Portal Addendum
Subscriber’s Initial Service Term Start Date and Expiration

Date

 

This Access Request is provided pursuant to the Portal Addendum to the Agreement specified above.

 

Portal Customer: (please enter full legal entity name)
Portal Customer Address:
Subscriber Point of Contact and Email:
Access Fees

Annual Access Fee: $3,500.00 (payable annually except that the first year will be prorated to co-terminate on the anniversary of the Effective Date)

Access to the WFM Service will be renewed annually unless Subscriber notifies Nowsta of non-renewal at least forty five (45) days prior to the expiration of Portal Customer’s then-current Service term.

 

EXHIBIT B TO PORTAL ADDENDUM

WFM Service:

Description of Features – For use solely in connection with Portal Customer’s relationship with Subscriber (not for internal use or for other vendors).

  1.  Scheduling for event-based and weekly businesses
  2. Integrated order portal for submitting orders to and connect directly with your staffing agency
  3. Real-time digital time tracking
    1. GPS clock-in with geofencing
    2. Digital timeclock
    3. Timecard supervisors
  4. Timecard anomaly detection and approval
  5. Communication and messaging with workers, including automated shift and clock in reminders
  6. Communication and messaging with your staffing agency
  7. Reporting and analytics for time & attendance, payroll, staff performance, labor costing, and more
  8. Mobile app for workers to manage their schedules and timecards

Access Fee: $3,500.00 per Portal Customer, during Subscriber’s Initial Service Term. Access Fees on renewals shall be at Nowsta’s then current rates or such other mutually agreed upon fee. Nowsta shall notify Subscriber of the Access Fees following the Initial Service Term at least forty five (45) days prior to the expiration of the then current Service Term.