Reejig Master Subscription Agreement

This Master Subscription Agreement (“MSA”) is between the Reejig entity set forth in an Order Form (“Reejig”) and the other party named in an Order Form (“Customer”) (each, a “Party,” and collectively, the “Parties”). By executing an Order Form with Reejig, Customer agrees to the terms of this MSA.

Definitions. In addition to the terms defined elsewhere in the Agreement, the terms set forth in in this Section 1 shall have the following meanings:

“Affiliate” means any business entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with a party to the Agreement. For purposes of this definition, “control” means an ownership, voting, or similar interest representing fifty percent (50%) or more of the total interests then outstanding of the entity in question.
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“Agreement” means this Master Subscription Agreement, Purchase Documents, the SLA, any schedules, or other documents attached to this Agreement, and such other documents, attachments and exhibits that the Parties’ authorized representatives may mutually agree to in writing from time to time.

“Authorized Users” means Customer’s and Customer’s Affiliates employees, contractors, consultants, and representatives who are authorized by Customer to utilize Reejig’s Software and who are provided with access to Reejig’s Software by virtue of a password or the equivalent thereof. Customer remains responsible for its obligations and for the activities and omissions of any Authorized Users. Notwithstanding the foregoing, Authorized Users shall not be Reejig’s competitors (any talent related software company).

“Customer Data” means information, logos, documents, and other data inputted by Authorized Users into Reejig’s Software, or otherwise provided by Customer and Customer’s Affiliates.

“Effective Date” means the date Customer signs an initial Order Form.

“Order Form” means the ordering document(s) executed by the Parties that represents the purchase of Customer’s Subscription to Reejig’s Software.

“Professional Services” means implementation, integration, support, and other services in a Statement of Work.

“Purchase Document” means an Order Form or Statement of Work executed by the Parties.

“Services” means the Support Services and Professional Services.

“Software” means the software applications made available to Customer by Reejig via a Subscription.
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“Service Level Agreement” or “SLA” means the service level agreement, available at https://www.reejig.com/service-level-agreement, which is incorporated by reference herein. Reejig may make changes to the SLA without Customer’s consent provided such changes do not have a material and adverse impact on Customer.

“Statement of Work” or “SOW” means the document signed by both Parties specifying the details for the performance of the Professional Services.

“Subscription” means the right of Authorized Users to access and use Reejig’s Software as set forth in an Order Form.

“Support Services” means the services as described in the SLA.
Use of Reejig Software and Services.
1. Access; Subscription. Access; Subscription. Subject to the terms and conditions of this Agreement, Reejig shall provide Customer’s Authorized Users access to Reejig’s Software via a Subscription as specified in this Agreement. Reejig grants Customer a worldwide, non-exclusive, non-transferable right to access Reejig’s Software solely for Customer’s lawful, internal business purposes.
2. Reejig Proprietary Rights. This Agreement is a Subscription agreement for Customer to use the Reejig’s Software and Services.It is not a sale, or assignment and transfer, of any software, or any work product created by Reejig as part of any services. All rights not expressly granted to Customer, are reserved to Reejig. Because this is a Subscription agreement, Customer agrees that Reejig or its suppliers retain all right, title and interest (including all patent, copyright, trade secret, and other intellectual property rights) in and to Reejig’s Software and Services, the Services’ deliverables and any and all underlying software (including interfaces), databases, all work product, know-how, procedures, techniques, and processes, developments, inventions, technology, algorithms, designs, or any materials provided by Reejig, and any adaptation, modification, derivation, addition or extension of Reejig’s Software and Services.
3. Customer Proprietary Rights; License Grant to Reejig. As between Customer and Reejig, Customer retains all right, title, and interest to Customer Data, including all copies, modifications, extensions, and derivative works thereto. During the Term of the Agreement, Customer grants Reejig a limited license to copy, transmit, store and back-up, or otherwise access the Customer Data during the Term solely to: (u) supply Reejig’s Software and Services to Customer’s and Customer’s Affiliates Authorized Users; (v) diagnose problems with the Software and Services; (x) enhance and otherwise modify the Software and Services; (y) develop and test other products and services, provided Reejig de-identifies the Customer Data in a manner consistent with prevailing industry standards; and (z) as reasonably required to perform Reejig’s obligations under this Agreement.
4. Feedback. “Feedback” means all comments and suggestions, whether written or oral, furnished by Customer, Customer Affiliates, or each’s employees to Reejig in connection with the Agreement. Reejig, in its sole discretion, may utilize Feedback provided to Reejig in connection with the Agreement provided Reejig does not reference or identify Customer, Customer Affiliate(s), or either’s employees. Customer hereby grants Reejig a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right, and license to incorporate the Feedback into Reejig’s products and services provided the Feedback does not identify Customer, Customer’s Affiliate(s), or any employees of either. This right and license shall survive termination of this Agreement for any reason.
5. Restrictions. Customer shall not: (q) use the Services in any way which is in breach of any applicable Laws or which infringes any person or entity's rights, including intellectual property rights; (r) permit any third party to access and/or use Reejig’s Software, other than the Authorized Users authorized under the Agreement or an application programming interface access granted by a third-party (e.g., Customer’s talent acquisition platform); (s) rent, lease, loan, or sell access to Reejig’s Software to any third party; (t) interfere with, disrupt, alter, translate, or modify the Reejig Software or any part thereof, or the networks or services connected thereto; (u) reverse engineer, decompile, disassemble or otherwise attempt to obtain or perceive the source code from which any software component of the Reejig Software are compiled or interpreted, and Customer acknowledges that nothing in this Agreement will be construed to grant the Customer any right to obtain or use such code; (v) access the Reejig Software to build or create a derivative, competitive, or similar product or service, or copy any ideas, features, functions or graphics of Reejig’s Software; (w) introduce software or automated agents or scripts to the Reejig Software so as to produce multiple accounts, generate automated searches, requests and queries, or to strip or mine data from Reejig’s Software; (x) store any illegal content or content which violates applicable law, or material rights of third parties in Reejig’s Software; (y) attempt to access Reejig’s Software by any means other than through the interface provided by Reejig; and (z) intentionally engage in any activity that interferes with or disrupts Reejig’s Software or Services or infringes on Reejig’s and/or its third-party vendors’ brand or intellectual property rights. Customer shall use the Reejig Software and Services in conformance with all applicable laws.
6. Unauthorized Use. Customer shall ensure each username and password issued to an Authorized User will be used only by that Authorized User. Customer is responsible for making commercially reasonable efforts to maintain the confidentiality of all Authorized Users’ usernames and passwords. Customer shall notify Reejig promptly of any actual or suspected unauthorized use of Customer’s account, usernames, or passwords. Reejig reserves the right to terminate any username and password which Reejig reasonably determines may have been used by an unauthorized third-party, or for an unlawful purpose. Reejig shall immediately notify Customer of any actual or suspected unauthorized use of Customer’s account, usernames, or passwords.
Third Party Software. Reejig’s Software and Services are contingent upon Customer’s use of third-party software. Reejig is not responsible for the interoperability with third-party software because any integration to any third-party software is dependent upon the technical setup of third-party systems which are not under Reejig’s control. Notwithstanding the immediately preceding sentence, Reejig shall be responsible to Customer for any failures relating to third-party software that are exclusively under Reejig’s control.
Analytics. Notwithstanding anything else in this Agreement to the contrary, Reejig may monitor, analyze, and compile statistical and performance information based on, or related to Customer’s use of Reejig’s Software and Services, in an aggregated and anonymized format (“Analytics”). Reejig and its licensors own all right, title, and interest in and to the Analytics and all related software, technology, documentation, and content provided in connection with the Analytics, including all right, title, and interest in the Analytics.
Customer Responsibilities. Customer shall be responsible for, and assumes the risk, responsibility, and expense of: (i) any problems resulting from the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; and (ii) acquiring, installing, and maintaining all connectivity equipment, hardware, software, and other equipment as may be necessary for it and its Authorized Users to connect to, access, and use the Reejig Software and Services.
Fees; Invoicing; Payment; Taxes.
1. Payment. Customer shall pay Reejig all fees set forth in the Agreement in full without any reduction for any offset, withholding, or other claims (except with respect to charges then under reasonable and good faith dispute as evidenced in a writing promptly sent by Customer to Reejig prior to the payment due date). Until paid in full, all past due fees not subject to a good faith dispute will bear an additional charge of the lesser of eight tenths of one percent (0.8%) per month or the maximum amount permitted under applicable law. The first invoice shall be issued on the Effective Date. Except for a termination of the Agreement due to Reejig’s material breach in accordance with Section 7.2 below, or a termination in accordance with Section 10.1, all fees are non-refundable once paid to Reejig. Subscription fees cannot be decreased during the term of an Order Form.
2. Fees Based on Employee Count. “Employee” means someone Customer compensates for their work. For Software modules based on Customer’s Employee count, if Customer’s Employee count exceeds the amount specified in the Order Form, Customer is responsible for notifying Reejig on or about each anniversary of the Effective Date and paying any additional Subscription fees going forward accordingly. Customer is not required to pay any such fees retroactively. Reejig shall invoice Customer for any increase above the original number of Employees specified in the Order Form(s) upon the start of the next annual period. If Customer acquires another company who begins using Reejig’s Software, Customer must promptly notify Reejig and pay any additional fees in accordance with the agreed upon rates. This Section 6.2 shall have no effect on the pricing for Reejig’s Software modules that are not based on Customer’s Employee count.
3. Fees Based on the Number of Authorized Users. Fees may also be based on Customer’s Authorized User count in accordance with the Order Form. Customer may, at any time during the Term, increase the number of Authorized Users by submitting a written request to Reejig. Additional fees shall apply unless Customer has purchased an unlimited number of Authorized Users as set forth in an Order Form. When an Authorized User ends his or her employment or contractual relationship, Customer agrees to de-provision the Authorized User from Reejig’s Software within one (1) business day of such event.
4. Taxes. All fees stated in or in relation to this Agreement are exclusive of any applicable value added taxes, use, sales, and other taxes or tax adjustments imposed by all local, state, federal or foreign authorities, which are added to the fees and paid by Customer, except for taxes on Reejig’ income, employees, or similar taxes.
Term; Termination.
1. Term. This Agreement starts on the Effective Date and remains in effect for the term of the first Order Form (the “Initial Term”). Any renewal(s) of the Initial Term shall be in accordance with the terms set forth in an Order Form (each, a “Renewal Term”). “Term” means the Initial Term and each Renewal Term.
2. Termination. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches the Agreement and fails to cure such breach within thirty (30) days after receiving written notice of such breach. Where payment of undisputed fees is late for more than sixty (60) days after the due date of the undisputed invoice, Reejig reserves the right to suspend access to the Software and Services and/or to terminate this Agreement by giving Customer seven days’ prior written notice (email being sufficient).
3. Effect of Termination. Upon termination or expiration of this Agreement for any reason: (i) Reejig will terminate Customer’s access to Reejig’s Software and will cease providing any Services, (ii) Reejig shall delete all of Customer Data within 30 days of termination, and (iii) all fees owed by Customer will become immediately due and payable unless such termination is: (y) due to an uncured material breach of the Agreement by Reejig in accordance with Section 7.2, in which case Reejig shall promptly issue Customer a prorated refund for any pre-paid Subscription fees for the remaining number of months left in the Term following the effective date of termination, or (z) in accordance with Section 10.1, in which case Reejig shall promptly issues Customer a prorated refund for any pre-paid Subscription fees for the remaining number of months left in the Term following the effective date of termination.
4. Disengagement Services. On termination of the Agreement, Reejig can provide Customer with disengagement services at Reejig’s then-current rates.
Warranty.
1. Reejig Warranties. Reejig represents and warrants that it (i) has all rights to provide Customer a Subscription to Reejig’s Software and it has and will maintain all necessary third-party licenses necessary for the performance of the Agreement, (ii) during the Term of this Agreement, it will: (a) provide Reejig’s Software and Services in accordance with the Agreement; and (b) implement and maintain backup, security and business continuity measures, in accordance with industry practices, and (iii) will perform the Services in a good, workmanlike, and professional manner. Customer’s remedy for a breach of the warranty in section 7.1(iii) shall be re-performance of the relevant Services free of charge.
2. Warranty Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, REEJIG MAKES NO, AND HEREBY DISCLAIMS, ALL OTHER REPRESENTATIONS, CONDITIONS, AND WARRANTIES (EXPRESS, IMPLIED, STATUTORY, AND OTHERWISE) WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE REGARDING THE USE, MISUSE, OR INABILITY TO USE REEJIG’S SOFTWARE AND SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGGREEMENT, REEJIG DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR WILL BE SECURE, UNINTERRUPTED, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. WHILE REASONABLE EFFORTS HAVE BEEN MADE TO ENSURE MATERIALS ARE ACCURATE AND RELIABLE WHEN POSTED ON THE SERVICES, REEJIG DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THEIR CORRECTNESS, ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, CURRENTNESS, OR OTHERWISE.
Limitation Liability. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY, OR ITS SUPPLIERS, BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL DAMAGES, OR REASONABLE ATTORNEY’S FEES, RESULTING FROM OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES. IN ANY EVENT, EXCEPT FOR AMOUNTS OWED TO REEJIG BY CUSTOMER AS SET FORTH IN THE AGREEMENT, EACH PARTY’S AGGREGATE LIABILITY UNDER OR IN RELATION TO THIS AGREEMENT SHALL BE LIMITED TO THE FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE THEN-CURRENT SUBSCRIPTION YEAR, REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM A MATERIAL BREACH OF CONTRACT, TORT, BREACH OF STATUTORY DUTY, OR OTHERWISE. THE LIMITATIONS OF LIABILITY IN THIS SECTION SHALL NOT APPLY TO ANY LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE, ANY LIABILITY ARISING FROM FRAUD OR WILLFUL MISCONDUCT, ANY LIABILITIES THAT MAY NOT BE EXCLUDED UNDER APPLICABLE LAW, OR REEJIG’S INTELLECTUAL PROPERTY INDEMNIFICATION.
Indemnification.
1. Reejig Indemnification. Reejig shall defend, indemnify, and hold harmless Customer from and against any and all claims, suits, proceedings, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonably attorney’s fees) arising out of any claims, demands, suits, or proceedings brought by a third party alleging Reejig’s Software infringes upon any patent, copyright, or trademark, or misappropriates any trade secret or other intellectual property rights of any third party. If any portion of Reejig’s Software becomes, or in Reejig’ opinion is likely to become, the subject of a claim of infringement, Reejig may, at Reejig’s option: (a) procure for Customer the right to continue using Reejig’s Software; (b) replace Reejig’s Software with a non-infringing solution which does not materially impair the functionality of Reejig’s Software; (c) modify Reejig’s Software so that it becomes non-infringing; or (d) if none of the foregoing options are commercially practicable, then Reejig may terminate the Agreement and shall refund any fees paid by Customer to Reejig for the remainder of the Term then in effect, and upon such termination, Customer will immediately cease all use of Reejig’s Software. This Section 10.1 states the entire liability and obligation of Reejig, and Customer’s exclusive remedy, regarding any intellectual property infringement relating to Reejig’s Software.
2. Exclusions; Customer Indemnity. Notwithstanding section 10.1, Reejig shall have no obligation under this section or otherwise with respect to any infringement claim based upon: (i) any use of Reejig’s Software not in accordance with this Agreement, (ii) Customer Data, (iii) the negligence or willful misconduct of Customer, (iv) any third party application not sold by Reejig and provided or utilized by Customer in combination with Reejig’s Software, or (v) any dispute or issue between Customer and any third-party, except those claims covered by Section 10.1 (collectively, the “Customer Indemnity Obligations”). Customer will indemnify (including without limitation payment of any settlement amount, damages, or judgment), defend and hold Reejig, including its officers, directors, employees, consultants, affiliates, subsidiaries and agents harmless from and against every claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with the Customer Indemnity Obligations, provided that such dispute or issue does not arise as a result of Reejig’s breach of the Agreement.
3. Indemnitee Obligations. The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the following: (a) the indemnified party promptly notifying the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party having sole control of the defense or settlement of any claim or suit; (c) the indemnified party cooperating with the indemnifying party to facilitate the settlement or defense of any claim or suit; (d) the indemnified party not making any admissions of liability or compromise in relation to the claim without the Indemnifying party’s prior consent (such consent not to be unreasonably withheld); and (e) the indemnified party using reasonable endeavors to mitigate its and the indemnifying party’s losses, liability, costs and expenses in regarding a claim.
Confidential Information.
1. Definition; Use. “Confidential Information” means any non-public or proprietary information or material relating to a Party, whether orally, in writing disclosed to the receiving Party, in electronic, tape, disk, or any other physical or visual form, by or on behalf of the disclosing Party, that is marked or designated as confidential or might reasonably be considered as confidential, including without limitation, all know-how, trade secrets, scientific, technical, statistical, strategic, financial or commercial information. Each Party agrees to: (a) use the Confidential Information of the other Party only for the purposes described and as permitted herein; and (b) restrict access to the Confidential Information to such of its personnel, agents, and/or consultants, if any, who have a need to have access and who have been advised of and have agreed in writing or are otherwise bound to treat such information in accordance with the terms of this Agreement.
2. Use Exceptions. The foregoing provision will not apply to Confidential Information that (a) is publicly available or in the public domain when disclosed; (b) is or becomes publicly available or enters the public domain through no fault of the recipient; (c) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (d) is already in the recipient’s possession free of any confidentiality obligations before disclosure; (e) is independently developed by the recipient; (f) is approved for release or disclosure by the disclosing party in writing without restriction; (g) is disclosed pursuant to the order requirement of a court, administrative agency, or other governmental body, provided the receiving party provides reasonable advance notice to enable the disclosing party to a protective order, or (h) to establish a Party’s rights under this Agreement.
Open-Source Software. Reejig’s software includes certain free and/or open-source software components (“Open-Source Software”). The Open-Source Software is governed by the respective/relevant Open-Source Software terms. The license terms of the Open-Source Software that are included in Reejig’s software are available at: https://www.reejig.com/open-source-software. Reejig shall not use Open-Source Software in any way that imposes obligations on Customer other than as stated in this Agreement. Reejig shall comply with all Open-Source Software terms and conditions.
General
1. Survival. Any sections related to proprietary rights, payment of fees, confidentiality and non-disclosure, indemnification, and limitation of liability shall survive any termination or expiration of this Agreement.
2. Electronic Signature; Facsimile; Email Transmission; Counterparts. The Agreement (including an Order Form or SOW or any other document signed by the Parties) may be executed and delivered by electronic signature, facsimile or email and each full reproduction, including reproductions by photocopy or scan, shall be deemed an original. Receipt of any such reproduction or facsimile or email transmission shall be deemed delivery of an original.
3. Entire Agreement; Priority. This Agreement, including any Order Form(s) and Statement(s) of Work, and the documents referred to therein, constitutes the entire agreement between Customer and Reejig and governs Customer’s use of Reejig’s Software and Services, and as of the Effective Date supersedes all prior and written agreements, arrangements, communications, and representations. Any term or condition specified in Customer’s purchase order and/or any of Customer’s terms and conditions are void and not applicable to the Agreement. If there is any inconsistency among the terms and conditions of the Agreement and a Purchase Document, the terms of the Purchase Document shall control. Notwithstanding the foregoing, in the event of any inconsistency between this Agreement and any Data Processing Addendum signed by the Parties, the Data Processing Addendum controls and governs over this Agreement to the extent necessary to resolve any conflict or inconsistency.
4. Government Purchasers. Unless Customer is a part of the Federal Government of the United States, this clause does not apply. Each of the components that constitute Reejig’s Software is a “commercial item” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and/or “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end Authorized Users acquire Reejig’s Software with only those rights set forth herein.
5. Amendment; Waiver. Any modification or variation of this Agreement shall not be effective unless it is in writing, refers specifically to this Agreement, and is duly executed by each of the Parties. The waiver by either party of a breach of any provision of the Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.
6. Insurance. During the term of this Agreement and for one (1) year thereafter, Reejig will maintain commercially reasonable insurance coverage for the types of service provided with reputable insurers. Reejig will provide Customer with certificates of insurance upon written request.
7. Assignment. The Agreement shall be binding upon the Parties’ respective successors and permitted assigns. Neither Party shall assign the Agreement, and/or any of its rights and obligations hereunder, without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the above, either party may assign or transfer the Agreement upon a change of control or pursuant to a sale of all or substantially all the stock or assets of the assigning party.
8. Force Majeure. Except for payment obligations, neither party will be liable to the other for any failure to meet its obligations under the Agreement where such failure is caused by events beyond its reasonable control such as failure of communications networks, inability to timely obtain instructions or information from the other party, governmental action, fire, storms, floods or other acts of God, provided that the party seeking to rely on such circumstances gives written notice of such circumstances to the other party hereto and uses reasonable efforts to overcome such circumstances.
9. Publicity. Reejig may include Customer’s name and logo in its lists of customers, regardless of format or media
10. Independent Parties. The Parties understand and agree that their relationship is that of independent contractors. No agency, partnership, joint venture, or employment is created as a result of this Agreement. Neither Party will have, nor represent to any third party that it has, any authority to act on behalf of the other Party.
11. Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The Parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.
12. Governing Law. This Agreement is governed by the laws of New South Wales, Australia.

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