Background Checking Addendum

This Addendum forms a part of the Pinpoint Sales Agreement or other agreement entered into between The Infuse Group (t/a Pinpoint Software) (the “Company”) and you (the “Customer” or “You”) governing Customer’s use of and access to the Company’s Services (the “Sales Agreement,”and together with the Addendum, the “Agreement”), in each case as if fully set forth therein. In the event of a conflict between this Addendum and the Sales Agreement, this Addendum shall control to the extent of the conflict. Capitalized terms not defined in this Addendum have the meanings given to them in the Sales Agreement.

1. End-User Certifications and Use of Consumer Reports

By enabling or using background checking Services through the Pinpoint Platform (the “Platform”), and each time You request or access a background checking report through the Platform (each a “Consumer Report”), Customer represents, warrants, and certifies that: (a) You have a legitimate need and permissible purpose for ordering the Consumer Report; (b) if the Consumer Report is applicable to a United States resident, such purpose is consistent with Section 1681b of the Fair Credit Reporting Act and any comparable state-specific requirements; (c) You will request and use theConsumer Report solely for the permissible purpose declared; (d) You are acting in compliance with any legal or regulatory requirements for requesting, obtaining, and using the Consumer Report; (e) You will comply with all applicable pre-adverse and adverse action requirements; and (f) You will not misuse, re-disclose, or reuse the Consumer Report except as permitted by law.

Customer acknowledges that the Company furnishes each Consumer Report on the condition that the above certifications, and the certification in Clause 2, apply at the time a Consumer Report is requested. Customer will request Consumer Reports only through workflows and processes made available by the Platform that are designed to support these requirements.

The Customer acknowledges and agrees that its certifications may be retained by the Company for a minimum of five (5) years for compliance, audit, and regulatory purposes.

2. Permissable Purpose

By enabling or using background checking Services through the Platform, and each time You request or access a Consumer Report, you represent, warrant, and certify that (i) all Consumer Reports will be used solely for employment-related purposes, which may include the evaluation of job applicants (“Applicants”) for employment, promotion, reassignment, or retention, as permitted under applicable laws and regulations; and You will not use, or permit the use of, any Consumer Report in violation of any applicable anti-discrimination or equal opportunity laws or regulations.

The Customer will not request or use Consumer Reports for any other purpose without prior written authorization of the Company.

3. Legal Compliance

The Customer represents, warrants, and covenants that:

Without limiting its compliance obligations elsewhere in theAgreement, it will comply with all applicable consumer reporting, employment, data protection, and equal opportunity laws and regulations, including the Fair Credit Reporting Act and its implementing regulations (collectively, the“FCRA”) where applicable;

Without limiting the foregoing, where applicable under the FCRA, before taking any adverse action based in whole or in part on a Consumer Report, Customer will (A) Not initiate the pre-adverse and adverse action notice process until the Consumer Report is complete and Customer has review edits contents; (B) Provide the Applicant with: (i) a pre-adverse action notice stating that Customer is considering taking adverse action; (ii) a copy of the full Consumer Report including the Company’s contact information; (iii) a copy of ‘A Summary of Your Rights Under the Fair Credit Reporting Act’ and any applicable state summary of rights; and (iv) a reasonable opportunity to correct any erroneous information; and (C) If Customer thereafter takes adverse action, provide a final adverse action notice to the Applicant in compliance with the FCRA and applicable state laws; and

It acknowledges that before taking adverse action based on a criminal record, the EEOC Criminal History Guidance recommends that Customer perform an individualized assessment considering the nature and gravity of the offense, the time elapsed, and the nature of the job. Customer certifies that it is responsible for complying with federal, state, and local regulatory requirements including individualized assessments as instructed by the Equal Employment Opportunity Commission, local Ban the Box laws, and fair chance hiring laws.

4. Disclosure and Authorization Requirements

The Customer acknowledges receipt of and certifies that it has reviewed and fully understands the following statutory notices, which are provided to Applicants as part of the checking process: (i) A Summary of Your Rights Under the Fair Credit Reporting Act; (ii) Remedying the Effects ofIdentity Theft; and (iii) Notice to Users of Consumer Reports, Obligations of Users Under the FCRA.

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5. New York City Requirements

To the extent Customer is subject to the New York City Human Rights Law (“NYCHRL”), Customer certifies that: (A) Customer shall not obtain or evaluate criminal history information about an applicant or employee until after a conditional offer of employment has been extended; (B) Customer shall not inquire about or consider criminal history that is prohibited from being considered under NYCHRL; (C) Customer shall engage in any required individualized assessment process before taking adverse action; and (D) Customer shall follow all legally-required pre- and post-adverse action procedures, including ensuring all communications include all information required under the law and are sent at the appropriate times. Customer shall indemnify and hold harmless the Company and its Providers from and against any claims arising out of Customer’s failure to comply with NYCHRL.

6. Limitation on Access, Use and Dissemination

The Customer will ensure that:

Consumer Reports will only be accessed by individuals with a legitimate need to know for employment-related decision-making purposes;

Consumer Reports will not be disclosed to any third party except as legally permitted and authorized by the Applicant; and

Each Consumer Report is limited to a single Applicant and a single employment-related transaction and may not be reused, repurposed, or re-disclosed.

7. Data Security, Retention and Destruction

The Customer will:

Maintain appropriate administrative, technical, and organizational safeguards to protect Consumer Reports;

Retain Consumer Reports only for as long as necessary for lawful purposes; and

Securely destroy Consumer Reports in accordance with all applicable laws and regulations (including FCRA, if applicable), and internal retention policies.

8. Retention

Where the Platform makes a Consumer Report, or the result of any other check ordered through the Platform, available to view, download, or store within the Platform (“Background Check Data”), clauses 6 and 7 apply to that Background Check Data.

The Company will retain Background Check Data for a minimum of three (3) years from the date the report or check was issued, regardless of any shorter retention period the Customer applies to other candidate data in the Platform.

Where the Customer needs a specific report or check deleted before the end of that period, it may request deletion in writing. On receipt of a valid request the Company will delete the relevant Background Check Data from the Platform and pass the request to its Provider, except where the Company or its Provider is required to retain it by law or by the requirements of an underlying data source.

The Customer acknowledges that the Company’s Provider will continue to hold its own copy of any report or check in accordance with theProvider’s retention policy.

The Customer remains responsible for its own candidate-facing privacy notices.

9. UK Right To Work Checks

Where the Customer uses the Platform to check an individual’s right to work in the United Kingdom using a Home Office share code(a “Right to Work Check”), the result the Platform produces is indicative only. It reflects data made available by the Home Office checking service at a point in time and does not itself establish a statutory excuse.

To establish a statutory excuse, the Customer must carry out the check itself using the Home Office online service and satisfy itself that the individual presenting the share code is the person to whom it relates. The Customer is responsible for retaining its own evidence of that check for the period required by the Home Office.

Neither the Company nor its Providers give legal or immigration advice, and the Customer remains responsible for every right to work decision it takes.

10. Credit Checks

This clause applies where the Customer orders a background check that includes consumer credit information (a “Credit Check”).

Before each Credit Check is ordered, the Customer will confirm through the Platform that the Credit Check is solely for the purpose of assessing the Applicant’s suitability for the role for which they have applied, and for no other purpose.

The Customer will not use, retain, or disclose credit information obtained through a Credit Check for any purpose other than that role, and will co-operate with any compliance review reasonably required by the Company, its Provider, or the underlying credit bureau.

The Customer will permit the Company, its Provider, and the underlying credit bureau, or their respective designees, on reasonable notice, to audit the Customer’s records, systems, and facilities to verify compliance with this clause.

The Customer agrees that the Company’s Provider for CreditChecks (currently Certn) may enforce the terms of this Addendum directly against the Customer as a third-party beneficiary.

11. No Reliance or Warranty

The Customer acknowledges and agrees that:

Consumer Reports reflect information obtained from third-party sources;

The Company partners with third-party providers(“Providers”) to provide its background checking functionality. Neither the Company, nor its Providers guarantee the accuracy or completeness of ConsumerReports;

Consumer Reports do not constitute opinions or recommendations regarding an Applicant’s suitability; and

All employment decisions remain the sole responsibility and liability of the Customer.

12. Responsibility for Downstream Compliance

The Customer acknowledges and agrees that:

It is the ultimate end user of Consumer Reports under applicable laws and regulations;

Failure to comply with the obligations herein and under applicable laws and regulations may result in legal and contractual liability; and

It will cooperate with the Company and its Providers in any compliance review, audit, or investigation.

13. Limitation of Liability

To the maximum extent permitted by law, the Company shall not be liable for any indirect, punitive, special, incidental, or consequential damages arising out of or relating to this Addendum. The Company’s cumulative and aggregate liability arising out of this Addendum shall be limited to thegreater of the fees paid (or the value of the credits used) by Customer for the background checking Services during the twelve (12) month period preceding thedate of the claim. Notwithstanding the foregoing, the Company’s liability for claims arising out of fraud, willful misconduct, or gross negligence shall not be limited under this clause 13.

14. Indemnification

In addition to any obligation to indemnify the Company set out elsewhere in the Agreement, Customer agrees to defend, indemnify, and hold harmless the Company and its Providers, and their respective directors, officers, and employees, from and against any third-party claims, liabilities, damages, losses, judgments, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Customer’s breach of any certifications or obligations under this Addendum; (b) any violation of applicable law or regulation governing the request for, access to, or use of Consumer Reports (including FCRA), including, for example, any decision or action by Customer to provide a copy of a Consumer Report to a third party in violation of this Addendum or applicable law or regulation; or Customer’s failure to comply with applicable adverse action, disclosure, or authorization requirements; or (c) fraudulent or malicious conduct by Customer or Customer’s employees.

15. Suspension and Termination

In addition to any right to suspend, limit, or terminate set out elsewhere in the Agreement, the Company may suspend, limit, or terminateCustomer’s access to the Platform at any time if: (i) Customer does not timely pay all fees due; (ii) in the Company’s sole discretion, such action is necessary to prevent material errors or harm; (iii) Customer attempts to accessor use the Platform or Consumer Reports in an unauthorized or unlawful manner; (iv) the Company reasonably believes that Customer has breached this Agreement; (v) requested to do so by a Provider, third-party data provider, or regulatory body; or (vi) a material change in legal requirements adversely affectsCompany’s provision of, or Customer’s access to, the Services.

16. Updates to this Addendum

The Company may update this Addendum from time to time, including to reflect changes in applicable law or in the requirements of its Providers or their data sources.  Where a change is material, the Company will give the Customer reasonable notice, by email or in-Platform notice, before it takes effect. Continued use of the background checking Services after a change takes effect constitutes acceptance of the updated Addendum.

17. Acceptance

By enabling or continuing to use background checking Services through the Platform, the Customer confirms that it has read, understands, and agrees to the terms and conditions set forth in this Addendum.

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