I-9 Services Addendum

This I-9 Services Addendum (“Addendum”) was last updated on November 11, 2022. The terms and conditions of this Addendum are incorporated into and shall become part of the agreement entered into between Paradox and Client, pursuant to which Paradox will provide I-9 Services (as defined below) (the “Agreement”). The terms and conditions of this Addendum 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 the terms and conditions of this Addendum and the terms and conditions of the Agreement, the terms and conditions of this Addendum shall prevail. Capitalized terms in this Addendum that are not otherwise defined in this Addendum have the meanings given in the Agreement. Paradox reserves the right to periodically modify the language of this Addendum and such modifications will automatically become effective with respect to any new Order Form or Renewal Term. Archived versions of this Addendum are available by emailing legal@paradox.ai.

“Content” means all information made available by Paradox 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 I-9 Service which are furnished or accessed in connection with the I-9 Service.

‍“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.

‍“I-9 Service” means the portion of the Services used by the Client specifically for purposes of processing and managing I-9 forms.

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

Client has been authorized to use the I-9 Service by Paradox. Client shall use the I-9 Service in accordance with these terms and conditions.

Client shall not: (i) modify or create improvements or derivative works based upon the I-9 Service;;(ii) “mirror” any Content on any other server or wireless or Internet-based device; (iv) translate, reverse engineer or assemble, decompile or disassemble the I-9 Service.  In addition, during the Subscription Term and for a period of two (2) years thereafter, Client shall not: (i) directly or indirectly build a competitive product or service or a product using similar ideas, features, functions, or graphics of the Service or the Content; (ii) copy any ideas, features, functions or graphics of the Service or the Content or replicate or attempt to replicate the constituent elements of the Service or Content; (iii) directly or indirectly contact, solicit or enter into any transaction with any vendor, service provider, contractor or supplier of Paradox in an effort to replicate or otherwise use constituent elements of the I-9 Service or Content; or (iv) solicit or encourage any employee, vendor or consultant of Paradox to leave their employment or terminate their relationship with Paradox.  Paradox retains all title and interest in and to the I-9 Service and its underlying technology, and all copies or modifications thereof, including all intellectual property rights therein.  This license does not transfer any right, title, or interest in the I-9 Service or Content except for the license to use the I-9 Service on the terms contained herein.  Client is on notice that the I-9 Service and Content are protected by copyright and other laws.

Client is responsible for all activity occurring through Client’s account and its use of the I-9 Service, and shall abide by all applicable local, state, national and foreign laws, treaties and regulation in connection with use of the I-9 Service, including those related to data privacy and transmission of personal data.  Client shall: (i) notify Paradox immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Paradox 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 I-9 Service.  Client is solely responsible for designating its Users, establishing and protecting passwords, and access to the I-9 Service, and will bear all risk of loss from unauthorized use of the I-9 Service or failure to protect personal confidential information. Client shall bear all of its own expenses in connection with its activities under this Addendum and shall be solely responsible and liable for its employees and Users and for all of their acts or omissions.

Client acknowledges that in order for Paradox to provide the I-9 Service, Client 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 Paradox as Client’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 I-9 Service.  Client further agrees that Paradox may operate as EEA of Client for purposes of providing the I-9 Service contemplated herein.  In any event, Client is responsible for its own compliance with provisions of the MOU that are applicable to Client.

Client acknowledges Paradox bears no responsibility or liability for Client’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, Client should periodically download and save the electronic Form I-9 records created through use of the I-9 Service.  Information, including Form I-9 records, downloaded and saved or otherwise retained on Client’s computers or servers are owned by, and remain the responsibility of, Client.  Client 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 antidiscrimination provisions.

Client is permitted to print or download completed I-9 Forms processed through the I-9 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 I-9 Service shall be provided by Paradox or an applicable Supplier.  Client may contact Paradox for support services by phone or email, in accordance with the applicable Service Level Agreement.

Access to, or use of, the I-9 Service may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications.  Paradox is not responsible for any delays, delivery failures, or other damage resulting from such problems.  Paradox will schedule routine maintenance at times when it is least likely to disrupt use of the I-9 Service.

Governmental Audits.

‍In the event that the Form I-9 or E-Verify activities or any other activities of Client 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, Client shall provide immediate notice to Paradox (and in any case no less than 24 hours after receiving notice of such audit, investigation or fine).  Paradox and Paradox Suppliers shall be entitled to participate in such process and respond to all questions directed at the I-9 Service and to conduct all demonstrations.  Failure to comply with this section is a material breach of the Agreement by Client and Client acknowledges that it may be liable for damages to Paradox or its Supplier’s business and reputation resulting from such failure.

‍Legal Support Services.‍

If Paradox (including any of its affiliates and subsidiaries) assist Client or is otherwise required to participate for, defense of, or responding to any legal or regulatory proceedings involving or related to Client, including, without limitation, subpoenas, depositions, hearings and trials (collectively “Legal Support Services”). Client shall reimburse Paradox for all costs and expenses they reasonably incur therewith, including, without limitation, reasonable attorneys’ fees and disbursements.  Except to the extent required by law, Paradox, and their respective affiliates and subsidiaries are under no obligation to provide Legal Support Services to Client and will evaluate such matters on a case-by-case basis.

‍Compliance; No Legal Advice.

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

ANY ADVICE, TRAINING OR INFORMATION GIVEN BY PARADOX IN THE COURSE OF OFFERING THE I-9 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 I-9 SERVICE DOES NOT CREATE, AND IS NOT INTENDED TO CREATE, ANY ATTORNEY CLIENT RELATIONSHIP.

EMPLOYMENT ELIGIBILITY INFORMATION COMMUNICATED THROUGH THE I-9 SERVICE IS RECEIVED THROUGH THE E-VERIFY PROGRAM.  PARADOX MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY OF INFORMATION RECEIVED FROM 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 PARADOX BE LIABLE FOR CLIENT’S USE OF THE I-9 SERVICE, RESULTS OF DECISIONS MADE OR ACTIONS TAKEN BASED UPON USE OF THE I-9 SERVICE, OR ANY FAILURE TO TAKE ACTION, OR ANY THIRD PARTY CLAIM MADE AS A RESULT OF USE OF THE I-9 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 I-9 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.  CLIENT ACKNOWLEDGES THAT THE ABOVE PROVISIONS ARE A MATERIAL FACTOR IN PARADOX'S DETERMINATION OF FEES AND THE COST OF THE I-9 SERVICE AND THAT THE SAME FORM AN ESSENTIAL BASES OF THE BARGAIN BETWEEN THE PARTIES.