Jibe Inc. Global Terms & Conditions
This Global Terms and Conditions (the “Agreement”) sets forth the terms and conditions applicable to all services ordered from Jibe, Inc. (“Jibe”) by the customer requesting such services by executing a Sales Order (“Customer”) which references this Agreement. Upon the parties’ execution of such Sales Order(s), the parties agree that the terms and conditions of this Agreement are hereby incorporated by reference into the Sales Order as if they were set forth in full therein, and Jibe will provide the services ordered in such Sales Order pursuant to this Agreement.
The capitalized terms used in this Agreement will have the meanings specified below:
1.1. “Applicant” means an individual who is applying for employment with Customer via Customer’s employment webpage(s) or a third party website on which Customer has posted its employment positions.
1.2. “ATS” means Customer’s applicant tracking system related to Customer’s Career Site.
1.3. “Career Site” means Customer’s online external-facing career and employment website that includes job postings.
1.4. “Deliverables” means any work product, software or other materials identified in the applicable Sales Order as “Deliverables” to be provided by Jibe to Customer. Notwithstanding anything to the contrary in this Agreement or any Sales Order, none of the Web-Based Services (or any portion or component thereof) will be deemed to be a Deliverable.
1.5. “Documentation” means Jibe’s written documentation, technical information or user manuals provided (or made available online) to Customer by Jibe with respect to the Web-Based Services.
1.6. “IP” means patent, copyright, trademark, trade secret, and other proprietary or intellectual property rights.
1.7. “Professional Services” means the consulting, implementation, training and/or other services to be provided by Jibe to Customer from time to time pursuant to the applicable Sales Order.
1.8. “Services” means the provision by Jibe of the (i) Web-Based Services and/or (ii) Professional Services, each to the extent set forth in the applicable Sales Order.
1.9. “Sales Order” means a written Sales Order that specifically refers to this Agreement as may be entered into by the parties from time to time with respect to specific Services and/or Deliverables to be provided by Jibe to Customer hereunder.
1.10. “Specifications” means the written specifications for any Deliverables as set forth in the applicable Sales Order or agreed by the parties pursuant to the terms of such Sales Order.
1.11. “Web-Based Services” means Jibe’s proprietary web-based services, to the extent ordered and as described further in, the applicable Sales Order.
2.1. Web-Based Services. During the term of the applicable Sales Order pursuant to which a Web-Based Service is ordered (“Web-Based Services Term”), Jibe will provide such Web-Based Service(s) to Customer to enable Customer and/or its Applicants (as applicable) to use such Web-Based Service(s) via the Internet as part of Customer’s online job application process, all as further described in (and in accordance with) such Sales Order. Unless otherwise agreed in the applicable Sales Order, the Web-Based Services do not include (i) custom modifications to the Web-Based Services, (ii) maintenance and support of any third party software, or (iii) modifications to any third party applications to enable them to function properly with the Services or any Deliverables. Without limiting the foregoing, unless otherwise agreed in the applicable Sales Order, Customer will be separately charged for any necessary or requested modifications or customizations to a Web-Based Service (whether related to changes in Customer’s Career Site or ATS, or otherwise) after the implementation (i.e., delivery date) of such Web-Based Service.
2.2. Professional Services. Jibe will provide certain Professional Services and/or certain Deliverables as may be required by and described in the applicable Sales Order, which the parties may mutually agree to in writing from time to time. All Professional Services will be performed at Jibe’s premises, unless otherwise agreed in the applicable Sales Order.
2.3. Change Orders. A Sales Order may be amended upon execution of a writing modifying such Sales Order (“Change Order”) and executed by both parties. Either party may request a modification to a Sales Order.
2.4. Customer Responsibilities. In connection with the provision of Services by Jibe, Customer will perform those tasks and fulfill those responsibilities specified herein and in the applicable Sales Order (collectively, “Customer Responsibilities”). Customer understands that Jibe’s provision of the Services is dependent on Customer’s timely and effective performance of the Customer Responsibilities and timely decisions and approvals by Customer. Customer will be responsible for obtaining and maintaining at its expense all the necessary computer hardware, software, modems, connections to the Internet and other items required for its access and use of the Web- Based Services. In addition, Customer will be responsible for ensuring that its operation and use of the Services and Deliverables is done in a manner consistent with all applicable laws. Unless otherwise specified in the applicable Sales Order, Customer will be responsible for obtaining and providing all necessary consents from third parties, including providing any necessary credentials to access Customer’s Career Site or ATS, that are required for Jibe to perform its obligations under this Agreement or any Sales Order.
3. Licenses; Confidentiality
3.1. Web-Based Services. Subject to the terms and conditions of this Agreement, Jibe hereby grants Customer a limited, personal, non-transferable license during the applicable Web-Based Services Term to (i) use the Web-Based Service(s) ordered under the applicable Sales Order solely in connection with Customer’s Career Site and for Customer’s internal purposes related to its job application process and (ii) enable its Applicants to use such Web-Based Service(s) (via the related access link provided to Customer by Jibe) solely during and as part of Customer’s online job application process, in each case, as contemplated by this Agreement and the applicable Sales Order. Customer will have no right to sublicense, resell, lease or otherwise distribute the Web-Based Services or any component thereof. All other rights and IP in the Web-Based Services are hereby retained by Jibe.
3.2. Deliverables. Subject to the terms and conditions of this Agreement, Jibe hereby grants Customer a limited, personal, non-transferable license to use the Deliverables solely in connection with Customer’s Career Site and for Customer’s internal purposes related to its job application process, and only during the applicable Web- Based Services Term for the Web-Based Service to which the Deliverables relate. Customer will have no right to sublicense, resell, lease or otherwise distribute the Deliverables or any part thereof. All other rights and IP in the Deliverables are hereby retained by Jibe.
3.3. Restrictions. Customer will not directly or indirectly: (i) reverse engineer, disassemble or decompile any Web-Based Service or Deliverable; (ii) remove, obscure, or alter any IP notice related to any Web-Based Service or Deliverable; or (iii) engage in or permit any unauthorized use of or access to any Web-Based Services or Deliverable.
3.4. General Knowledge. This Agreement will not be interpreted or construed to prohibit or in any way restrict either party’s right to use its general knowledge, skills and experience, or perform any services or develop any materials for any third party (including, but not limited to, any services that are similar to the Services or materials that are similar to the Deliverables), provided this is done without use of the other party’s Confidential Information.
3.5. Confidential Information. For purposes of this Agreement, “Confidential Information” means any trade secrets or other information that is not generally available to the public, and that is conspicuously marked or otherwise identified as confidential or proprietary upon receipt by the receiving party or would be understood to be confidential by a reasonable person under the circumstances. Each party will treat as confidential all Confidential Information of the other, will not use such Confidential Information except as set forth in this Agreement, and will not disclose such Confidential Information to any third party except as expressly permitted herein without the disclosing party’s written consent. The receiving party will use at least the same degree of care which it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of the disclosing party’s Confidential Information, but in no event less than reasonable care. The receiving party will promptly notify the disclosing party of any actual or suspected misuse or unauthorized disclosure of any of the Confidential Information. At the disclosing party’s request, the receiving party will return or destroy the Confidential Information of the disclosing party; provided however, that the receiving party may retain a copy of the disclosing party’s Confidential Information for routine backup and archival purposes. Notwithstanding the foregoing, the obligations set forth in this Section 3.5 will not apply with respect to any information to the extent that it is: (i) in the possession of the receiving party prior to the first disclosure hereunder as shown by records or files; (ii) is already part of the public knowledge or becomes part of the public knowledge after the time of disclosure other than as a result of any improper action by the receiving party; (iii) is approved in writing by the disclosing party; (iv) is required to be disclosed by applicable legal authority provided that, if practicable, adequate notice and assistance is given by the receiving party to the disclosing party for the purpose of enabling the disclosing party to prevent and/or limit the disclosure; or (v) is independently developed by the receiving party without use of the disclosing party’s Confidential Information. In any event, Customer agrees that the existence of this Agreement and the general nature of the Services provided by Jibe are not Confidential Information.
4.1. Invoices; Payment. Unless otherwise agreed in the applicable Sales Order, (i) for Professional Services, Jibe will invoice Customer monthly in arrears for fees incurred in the prior month, (ii) for Web-Based Services, Jibe will invoice Customer annually in advance, and (iii) fees for Web-Based Services are non-refundable. Customer will pay to Jibe the fees and other amounts as specified in the applicable Sales Order and in accordance with the payment terms specified therein. If no payment terms are specified in the applicable Sales Order, Customer will pay Jibe within thirty (30) days of invoice date and, if applicable, fees for Professional Services will be billed at the then current hourly rates for the employees performing such Professional Services.
4.2. Taxes. Customer will pay all sales, use, excise, value-added, goods and services, consumption, and other similar taxes or duties in connection with this Agreement, excluding taxes based on Jibe’s income or property. If any payment hereunder is subject to any withholding tax, Customer will reimburse Jibe for such withholding tax. Customer agrees to reimburse and hold Jibe harmless from any deficiency (including penalties and interest) relating to taxes that are Customer’s responsibility under this Section 4.2.
4.3. Late Fees. Any amount not paid when due will bear interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less, computed and compounded on a daily basis from the date due until the date paid. Further, in the event of any action by Jibe to collect any amount not paid when due, Customer will pay or reimburse the costs of collection (including, without limitation, reasonable attorneys’ fees and court costs).
5. Limited Warranties and Disclaimers
5.1. Web-Based Services. Jibe warrants to Customer during the applicable Web-Based Services Term that the Web-Based Services will substantially conform with Jibe’s then current published Documentation for such Web- Based Services.
5.2. Professional Services. Jibe warrants to Customer for a period of ninety (90) days after Jibe’s provision of the Professional Services or Deliverables, as applicable that: (i) the Professional Services will be performed in a good and workmanlike manner; and (ii) the Deliverables will perform in all material respects with the applicable Specifications.
5.3. Remedies; Exclusions. Jibe will use commercially reasonable efforts to re-performs or correct any Services or Deliverables that do not comply with the applicable warranties set forth in this Section 5; provided that Customer gives Jibe written notice of the noncompliance within the applicable warranty period. If, after using commercially reasonable efforts, Jibe is unable to correct the noncompliance, Customer may terminate this Agreement upon prior written notice, and such termination will constitute Customer’s sole and exclusive remedy, and Jibe’s sole and exclusive obligation, with respect to any noncompliance with the warranties in this Section 5. Notwithstanding anything to the contrary in this Agreement, the warranties in this Section 5 will not apply to any noncompliance to the extent related to (i) any items, products, software, hardware or technology of Customer or a third party (including by combination therewith), (ii) modification or misuse by Customer or a third party, (iii) changes in the ATS platform, Career Site or other system of Customer (or any portion thereof) after implementation of the applicable Web-Based Service or provision to Customer of the applicable Professional Service or Deliverable; or (iv) problems with Customer’s or an Applicant’s network, desktop, third party software applications, hardware or network connectivity to the Web-Based Services, including electrical or Internet access disruptions.
5.4 DISCLAIMERS. EXCEPT AS SET FORTH IN SECTIONS 5.1 AND 5.2, JIBE MAKES NO OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO ANY SERVICES, PRODUCT OR DELIVERABLE, AND DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, CUSTOMER UNDERSTANDS THAT THE WEB-BASED SERVICES ARE DELIVERED THROUGH THE INTERNET, AND AS SUCH, JIBE DOES NOT WARRANT THAT THE WEB-BASED SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
5.5 Acknowledgment. Customer acknowledges and agrees that the Web-Based Services and use of Deliverables are dependent on the availability of the Internet as well as the websites, networks and/or systems of Customer and other third parties (e.g., Linked In, Facebook), and that Jibe has no control over and will have no obligations with respect to, such websites, networks and/or systems.
6. Indemnification and Limitations on Liability
6.1. Jibe Indemnification. Jibe will indemnify Customer and its directors, officers, employees and agents (“Customer Indemnified Parties”) against and will pay any costs or damages that may be finally awarded in respect of any third party claims, proceedings, costs or damages, including reasonable attorney s’ fees and court costs, arising from the infringement by the Services or Deliverables (as provided to Customer under this Agreement) of any (i) registered United States patent; (ii) copyright; (iii) trademark or (iv) trade secret of any third party. Notwithstanding the foregoing, Jibe’s indemnification obligations under this Section 6.1 will not apply to any claim of infringement to the extent the infringement is caused by: (1) misuse of the Deliverable or Service by the Customer Indemnified Party or a third party on the Customer Indemnified Party’s behalf (including use outside the scope of the applicable license); (2) unauthorized modification of the Deliverable or Service; (3) failure to use corrections or enhancements made available to Customer without charge by Jibe; or (4) combination with any product, service or item not provided by Jibe, unless the claim would have arisen solely from the use of the Deliverable or Service without such combination (collectively, “Customer-Based Claims”). In addition, if any Service or Deliverable (or portion thereof) is held or believed by Jibe to infringe, Jibe will at its sole expense and option, either (a) obtain the right for the Customer Indemnified Party to continue using it, (b) replace it with a noninfringing equivalent, (c) modify it to make it non-infringing, or (d) if none of the foregoing remedies is commercially feasible, terminate this Agreement. The remedies set forth in this Section 6.1 constitute the sole and exclusive remedies of Customer against Jibe and Jibe’s entire liability with respect to infringement or misappropriation of any IP.
6.2. Customer Indemnification. Customer agrees to defend, indemnify and hold harmless Jibe and its directors, officers, employees, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to reasonable attorneys’ fees) arising from any third party claims or proceedings for: (i) Customer’s access to and use of the Web-Based Services or Deliverables; (ii) Customer’s violation of any third-party IP or any right of privacy or publicity (but excluding any claim covered by Jibe’s indemnification obligations under Section 6.1); and (iii) any Customer-Based Claims.
6.3. Process. The indemnified party shall promptly notify the indemnifying party in writing of any claim for which it seeks indemnification hereunder; provided that the failure to provide such notice shall not relieve the indemnifying party of its indemnification obligations hereunder except to the extent of any material prejudice directly resulting from such failure. The indemnified party will provide reasonable cooperation (at the indemnifying party’s expense) and full authority to defend or settle the claim or suit. The indemnifying party will have no obligation to indemnify the indemnified party under any settlement made without the indemnifying party’s written consent.
6.4. No Consequential Damages. EXCEPT FOR (I) BREACH OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, (II) FRAUD, (III) BODILY INJURY OR DEATH OR (IV) DAMAGE TO REAL AND/OR TANGIBLE PERSONAL PROPERTY, NEITHER PARTY WILL IN ANY EVENT BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES IN CONNECTION WITH THIS AGREEMENT (INCLUDING WITHOUT LIMITATION DAMAGES RELATING TO THE LOSS OF PROFITS, INCOME OR GOODWILL), WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED OR REASONABLY FORESEEABLE.
6.5. Limitation of Liability. EXCEPT FOR (I) BREACH OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, (II) FRAUD, (III) BODILY INJURY OR DEATH OR (IV) DAMAGE TO REAL AND/OR TANGIBLE PERSONAL PROPERTY, IN NO EVENT WILL EITHER PARTY’S LIABILITY EXCEED THE FEES PAID BY CUSTOMER HEREUNDER IN THE SIX (6) MONTHS BEFORE THE DATE ON WHICH SUCH LIABILITY AROSE.
7. Term and Termination
7.1. Term. Unless earlier terminated under this Section 7, this Agreement will have an initial term of three (3) years beginning on the Effective Date, and shall thereafter automatically renew for additional periods of one (1) year unless either party provides written notice of its intention not to renew at least thirty (30) days prior to expiration of the then-current term. Notwithstanding the foregoing, this Agreement will remain in effect during the unexpired term of any Sales Order for the purposes of completing such Sales Order, unless it has been otherwise terminated as permitted herein or unless provided otherwise in such Sales Order.
7.2. Termination for Breach. Either party may, upon giving thirty (30) days’ written notice identifying specifically the basis for such notice, terminate this Agreement (or the applicable Sales Order) for a material breach of this Agreement (or such Sales Order), provided the other party will not have cured such breach within such thirty (30)-day period. In addition to other remedies available to it, Jibe may in its discretion, upon thirty (30) days’ written notice to Customer, suspend Customer’s and its Applicants’ access to the Web-Based Services in the event that Customer does not pay any amount owing under this Agreement when due.
7.3. Effect of Termination. Upon termination or expiration of this Agreement and/or a Sales Order: (i) all rights and licenses granted by Jibe hereunder and/or under such Sales Order (as applicable) shall immediately terminate; and (ii) any unpaid fees and/or other amounts will become due upon receipt of Jibe’s invoice and Customer will pay such invoice in accordance with the terms of this Agreement.
8.1. General. This Agreement and the Sales Orders constitute the entire agreement, and supersede any and all prior agreements, oral or written, between the parties with respect to the subject matter hereof. In the event of a conflict between any provision of this Agreement and any provision of the applicable Sales Order, the provision of the applicable Sales Order will control. This Agreement is for the benefit of, and will be enforceable by, the parties only, and is not intended to confer any right or benefit on any third party. If any provision of this Agreement is held invalid or unenforceable, it will be replaced with the valid provision that most closely reflects the intent of the parties and the remaining provisions of this Agreement will remain in full force and effect. No delay or failure by either party to exercise any right or remedy under this Agreement will constitute a waiver of such right or remedy. All waivers must be in writing and signed by an authorized representative of the waiving party. A waiver by any party of any breach or covenant will not be construed as a waiver of any future breach or any other covenant. Neither party will assign this Agreement without the prior written consent of the other party; provided, however, that either party may assign this Agreement without such consent to any successor by way of any merger, consolidation, corporate reorganization or sale of all or substantially all of the assets of such party; and provided further that the assigning party notifies the other party in writing of the assignment. The parties are independent contractors and will have no right to assume or create any obligation, liability or responsibility on behalf of or in the name of the other party. Neither party will hold itself out as an agent of the other party. This Agreement will not be construed to create or imply any partnership, agency, joint venture or formal business entity of any kind.
8.2. Applicable Laws. Notwithstanding any other provision of this Agreement, each party will retain responsibility for its own compliance with all applicable federal, state and local laws and regulations, including any applicable export control laws and economic sanctions programs. This Agreement will be governed by the laws of the State of New York, without reference to its conflicts of laws principles. Each party hereby consents to the exclusive jurisdiction and venue of the state and federal courts of New York County, New York.
8.3. Notices. All notices and other communications hereunder will be in writing and will be deemed to have been duly given when delivered in person (including by overnight courier) or three days after being mailed by registered or certified mail (postage prepaid, return receipt requested), and on the date the notice is sent when sent by verified facsimile, in each case to the parties at their respective addresses set forth on the first page of this Agreement. Either party may change its contact information by providing the other party with notice of the change in accordance with this Section 8.5.
8.4. Force Majeure. Neither party will be liable to the other for non-performance or delay in performance caused by anything beyond its reasonable control, including without limitation, acts of God, acts or omissions of the other, acts of government, war, strikes, lockouts or embargoes.
8.5. Survival. Sections 3.3, 3.5, 4, 5.4, 6, 7.3 and 8 of this Agreement will survive any expiration or termination of this Agreement.
Exhibit A Service Level Agreement
1. Support Services:
Days and Hours of Operation: 24 hours/day, Monday through Sunday including holidays.
Support Services will also include, where applicable, informational webinars for Customer’s HR and other employees using the Services, as well as updates (if and as needed) to any applicable instruction manual and informational site related to the Services provided to Customer.
2. Issue Reporting:
Customer is allowed two (2) contacts per Region who may report issues with the Services. All issues should be funneled through these contacts. The contacts should verify an issue is valid before reporting it to Jibe’s Technical Support. Issues must be reported with a detailed problem description, a method for repeatedly reproducing the problem, and reasonable access to the contact who reported the issue. Any delay in providing the foregoing will extend the response times set forth in this agreement.
3. Support Response:
Jibe provides responses based on issue priority. The following table indicates the target resolution time by priority. These are the goals that the Jibe’s Technical Support strives to achieve. Although there are various circumstances that can prevent the obtainment of these goals, Jibe will strive to meet these goals whenever possible. These targets are subject to change based on revised Jibe needs and historical performance.
Business Day — Business Days are defined as 9:00 a.m. United States (“U.S.”) Eastern Time Zone to 6:00 p.m. U.S. Eastern Time Zone, Monday through Friday excluding U.S. National Holidays.
Business Hour — Any sixty (60) minute period within the aforementioned Business Day.
|P1-HIGH||Immediate if live phone contact; within 1 hour if on email||2 Business Days||20 Business Days|
|P2-MEDIUM||Within 3 Business Hours||5 Business Days||As Appropriate (may be included in the next software release rather than as a patch, depending on the issue)|
|P3-LOW||Within 8 Business Hours||10 Business Days||As Appropriate (typically included in the next software release rather than as a patch)|
|ENHANCEMENT REQUEST||Within 48 Business Hours||N/A||As applicable to the enhancement|
NOTE: The following defines the categories above:
Acknowledgement: Jibe’s Technical Support acknowledges via email that Client has logged an issue and provides the issue number to Client. If Client phones in a Critical issue Jibe’s Technical Support will acknowledge via a returned phone call.
Workaround: If possible, Jibe will implement a temporary workaround to allow Client to move past the issue and continue processing. Client will implement temporary procedures provided by Jibe that enables comparable availability, stability, and/or performance while Jibe works on permanent solutions. If a workaround is not possible, Jibe will move directly to providing a permanent fix.
Permanent Fix: Jibe will deliver a permanent fix that resolves the issue within the stated time frame. When the fix is delivered, Client is expected to test the fix in their environment as soon as possible. Once Client has tested and acknowledged that the fix has resolved the issue, the Help Desk case for the issue will be closed. If the fix does not resolve the issue, Client should notify Jibe’s Technical Support immediately. This contact should include detailed test results documenting the fact that the issue has not been resolved. Jibe’s Technical Support will acknowledge receipt of this issue, investigate, and provide a revised fix (if needed) to Client in a timely manner.
NOTE: If additional information is required from Client to resolve the issue, Jibe’s Technical Support will request that information. The time requirements stated in the table above are suspended during the time the Help Desk is waiting for a response from Client. Once a response is received, the time requirements resume where they left off.
When an issue is logged with Jibe’s Technical Support and further information is requested from Client, Jibe Technical Support requires a timely response. Jibe’s Technical Support will send a follow-up email to Client on the fifth (5th) business day following the initial request for information to remind Client that a response is required. Five (5) business days later a second (2nd) follow-up email will be sent to Client requesting a response.
Definition of standard severity levels:
P1 — High
Examples: Imports/Exports not working except by manual intervention by Client staff; major functionality broken or compromised and a workaround exists; slow performance which severely impedes productivity; exception errors which allow processing and functionality to continue; incorrect calculated values.
P2 — Medium
Examples: Minor functionality broken where a workaround exists; marginal performance which slightly impedes productivity; Help system issues.
P3 — Low
Examples: Cosmetic issues, application inconsistencies where normal business functions are unaffected.
4. Enhancement Requests:
Enhancement requests may be made to further enhance the functionality of the Services. Enhancements or code alterations to the Services are considered Change Orders. All Change Orders received from Customer are prioritized in terms of their fit with Jibe’s roadmap, the usability of the Change Order across a broader spectrum of customers, costs, resources, etc. All Change Orders are considered billable engagements and Jibe reserves the right to refuse any Change Orders for any reason.
5. Work plan for open cases:
All cases are initially responded to and owned by the Technical Support team member. The assigned support engineer will continue to work on the case until it is resolved to Customer’s satisfaction. Updates will be communicated to Customer by the support engineer based upon the frequency and method desired by Customer.
6. Closure of Cases:
Once a viable solution to a case is determined by Jibe and confirmed by Customer or deployed, the case will be closed in accordance to the following guidelines:
- Closure via support assistance on the first call — At the conclusion of the call, the case will be closed.
- Closure via investigation and resolution of an open support case — Once a viable solution (which meets Customer’s requirements) is found and communicated or provided to Customer, the case will remain open for five (5) business days pending Customer confirmation. If a confirmation from Customer is not received within five (5) business days from the solution communication, the case will be closed. After this period, if a case needs to re-opened, a new case will be initiated with reference to the closed case.
7. Browsers Supported For Authorized Users:
Jibe will support use of Internet Explorer (“IE”) browsers by authorized users. When a new version of an IE browser is commercially released, Jibe will continue to support the previous version and, for at least six (6) months, the next-previous version (i.e., two (2) versions back); provided that Microsoft is still providing support for the previous versions. New versions of IE browsers will be fully supported by Jibe as soon as possible, but in no event later than twelve (12) months after the general availability of a new version. Note newer versions of IE running in IE 7 compatibility mode will not be supported either. Jibe will also support Firefox >= 10, Chrome and Safari >=5.
8. Mobile Devices Supported:
Jibe will support webkit enabled mobile browsers with a native webkit browser version greater than 533 and with greater than 2% market share. In addition, Jibe will support i.e. mobile 10 for mobile browsers.
9. For External Users:
At a minimum, Jibe will at all times support browser versions which comprise at least ninety percent (90%) of the total browser usage in the marketplace. Browser usage percentages will be based on actual measurement of browsers attempting access and accessing Customer’s servers in the immediately preceding calendar quarter.
10. Client systems’ upgrades:
Incremental updates (i.e., version 1.1 to version 1.2) to Customer’s ATS are supported by Jibe provided that Jibe is provided three (3) weeks advanced notice and access to a staging environment to ensure quality of services is maintained. Major updates will require five (5) weeks advanced notice and access to a staging environment to ensure compatibility.
11. Scheduled Downtime for Maintenance:
Jibe retains the right to have 6 hours of downtime every year for maintenance. Scheduling of downtime will be outside high traffic times to minimize the impact. All customers will receive two (2) weeks of notice before any downtime is conducted.
12. Unscheduled Downtime:
If the Customer is unable to access the Service for fewer than 99.9% of the total hours in any calendar month as a result of Downtime (as defined below), the Customer shall be entitled to apply for Service Credits as follows:
12.1 For each complete hour of Downtime, the Customer shall be entitled to a Service Credit of equivalent hours added to the life of their contract
12.2 Claims made pursuant to clause 12.1 above are subject to the following: a) Claims must be made within one calendar month of the month to which it relates and b) the Claim for any given month must be at a minimum 1 hour.
12.3 “Downtime” means a period of time commencing when the Customer reports to Jibe via telephone, and Jibe acknowledges the report, that the Customer Equipment is unable to utilize the Service, by reason of a failure on the part of Jibe to provide the Service, which includes the following: i) Connectivity Services (internet access): total loss of connectivity between the whole Internet and the Service Demarcation Point ii) Connectivity Services (site to site): total loss of connectivity between the Service Demarcation Points at each Site iii) Power Service: Power failure of all power supply Demarcation Point which are available to the Customer
12.4 “Service Demarcation Points” means Jibe’s web application.
12.5 “Customer Equipment” includes, depending on the service purchased, Customer’s applicant tracking system, Customer’s job feed and any 3rd party assessments or 3rd party hosted assets with which Jibe is integrated as part of the service.
12.6 Downtime excludes for the avoidance of doubt periods of apparent downtime when the reason is (a) failure of the Customer Equipment, (b) the Customer Equipment has caused a power or network failure, (c) the failure would have been avoided if the Customer had elected, as part of the Services, to take advantage of the availability of more than one power or network supply, (d) during periods of Planned Outages or Emergency Outages, or (e) an event as defined by clause 8.4 of the Master Services Agreement (Force Majeure). Downtime must be reported by the Customer at the time of the Downtime to allow Jibe to reasonably fulfill its obligations under this Service Level Agreement.
13. Exclusions from Support Services:
Notwithstanding anything to the contrary in this Exhibit or the Agreement, Support Services will not include, and Jibe will not be obligated to address, problems or Errors due to any of the following: (a) any items, products, software, hardware or technology of Customer or a third party, (b) modification or misuse of the Services other than by Jibe, (c) problems with Customer’s, an applicant’s or an authorized user’s network, desktop, third party software applications, hardware or network connectivity to the Services, including electrical or internet access disruptions, or (d) problems with any social network (e.g., Facebook) that can be accessed by an applicant using the Services, including service disruptions or delays.