Payment Services Addendum

This Payment Services Addendum (the “Payment Services Addendum”) is made as the Effective Date of the Service Agreement between NMBR and the Company, pursuant to which NMBR will provide the Services to the Company. Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to those terms in the Service Agreement.

1. Definitions.
 
    1. 1 “Bank” means the financial institution at which NMBR maintains the Bank Account.

    1.2 “Bank Account” means a bank account in the name of NMBR held at the Bank,
    pursuant to which any cash, cheques, wires or other funds in relation to the
    Services (as defined in the Service Agreement) are from time to time deposited or
    are on deposit therein.

    1.3 “Payment Services” means the bank account(s), money transmission, and other
    payment services provided by NMBR to the Company under and pursuant to the
    Service Agreement and NMBR’s account agreements with the Bank.

2. Bank Account. NMBR will establish the Bank Account to perform the Services. NMBR will withdraw payroll wages and related amounts (including other Funds) from Employer- User’s bank accounts pursuant to PAD authorizations provided by the Employer-User and will deposit such amounts into the Bank Account. Pursuant to the terms of the Service Agreement, NMBR will remit such payroll wages and related amounts (including any other applicable Funds) to the respective Employee-Users pursuant to the terms of the Service Agreement and/or any related payment direction by the Employer-User and/or Company.

3. Authorizations. The Company appoints and will cause Employer-Users to appoint NMBR and the Bank to act as the Company’s and Employer-Users’ agent for the purpose of the fulfillment of the Payment Services, including, without limitation, to:

    (a) receive and provide notices and communications on the Employer Users
    behalf;

    (b) authorize and direct the Bank to debit and credit accounts of the Company
    or an Employer-User or an Employee-User held at a financial institution;

    (c) take any other action that the Bank deems necessary or desirable to carry
    out the transactions constituting the Payment Services, including such
    action as maybe required by law or a regulatory or governmental authority.

4. Identification. The Company acknowledges and agrees the Bank may make any inquiries the Bank deems necessary or desirable to verify the identity of an Employer-User, and the Company shall, and shall cause the Employee-User to, comply with such client identification requirements of the Bank. The Company acknowledges and agrees that the Bank has the right to close, suspend, or limit access to the Payment Services under applicable law or Bank policy, including in the event that the Bank is unable to obtain or verify information related to the Employer-User’s or Company’s identity, as the case may be.

5. Governing Law. This Payment Services Addendum is governed by the laws of the Province of Ontario and the federal laws of Canada, as applicable therein. The courts of the Province of Ontario will have exclusive jurisdiction to entertain any action arising under this Payment Services Addendum, and the parties hereby irrevocably and exclusively attorn to the jurisdiction of those courts.

6. Further Assurances. The Company shall, and shall cause the Employee-Users to, furnish NMBR such further information or assurances, execute and deliver such additional documents and instruments, and take such further actions and do such other things as may be necessary or desirable to carry out the provisions of this Payment Services Addendum and give effect to the Services.

7. Counterparts. This Payment Services Addendum may be executed in any number of counterparts, each of which is deemed an original, and all of which taken together constitute one and the same agreement.