Standard Master Services Agreement

Please read this master services agreement before using the services. Unless otherwise stated herein, all defined terms herein have the meaning set forth in Exhibit A (definitions). If the individual accepting this agreement (as defined below) is accepting on behalf of a company or other entity, such individual represents that they have authority to bind such company or entity to this agreement. By accessing or using the services, you (the “customer”) signify acceptance of, and agree to, the terms and conditions of this agreement between customer and Tracer Management Systems Limited T/A Joblogic, on behalf of itself and any affiliates performing hereunder (collectively “Joblogic”). If you do not agree to the terms and conditions of this agreement, do not access or use any of the services.  

The “effective date” of this agreement is the date which is the earlier of (a) customer’s initial access to any services through any online provisioning, registration or order process or (b) the effective date of the first order form referencing this agreement. This agreement will govern customer’s initial purchase on the effective date as well as any future purchases made by customer through an order form that references this agreement. From time to time, Joblogic may modify this master services agreement. Unless otherwise specified by Joblogic, changes become effective for customer upon renewal of the then-current order term or upon the effective date of a new order form after Joblogic publishes an updated version of this master services agreement. Joblogic will use reasonable efforts to notify customer of changes to this master services agreement through communications via customer’s account, email or other means. Customer may be required to click to accept or otherwise agree to the modified agreement before renewing services or upon the effective date of a new order form, and in any event continued use of any services after an updated version of this agreement goes into effect will constitute customer’s acceptance of the updated version. 

1. Services 

1.1 During the applicable Order Term, Joblogic grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use (as applicable) the Services solely for Customer’s internal business operations, solely in accordance with the Documentation and subject to the terms of this Agreement. Support may be included in the purchase of a Service and shall be provided by Joblogic during the applicable Order Term for such Service as further detailed in an Order Form. 

1.2 Beta Services. If Joblogic provides Customer with a beta or free version of a Service, Joblogic will make the applicable Service available to Customer free of charge. Notwithstanding anything to the contrary in this Agreement, Joblogic does not provide Support, warranties, service level commitments, or indemnification for trials, or free or beta offerings. 

1.3 Non-Joblogic Technologies. Customer acknowledges and agrees that the Services may operate on or with non-Joblogic applications, products, or services made available by Customer or a third-party chosen by Customer (“Non-Joblogic Technologies”), and Joblogic has no control over or liability for such Non-Joblogic Technologies. To the extent the use of any Non-Joblogic Technologies requires Customer to possess application programming interfaces keys, tokens, or other access credentials, Customer is solely responsible for obtaining all such keys, tokens, credentials, or rights. Customer shall be solely responsible for ensuring its compliance with any terms and conditions, licenses, or usage policies governing the Non-Joblogic Technologies, and Joblogic is not responsible for any potential breach by Customer of such terms. Joblogic is not responsible for and shall not be held liable for any unavailability, delay, loss of data, security incident, or failure of the Services or any portion thereof that results from, or is otherwise attributable to, the Non-Joblogic Technologies. 

2. Professional Services

The following terms and conditions shall apply to Professional Services: 

2.1 Scope of Professional Services. Professional Services will be documented in a mutually executed Order Form. Professional Services shall not constitute works-for-hire. While performing Professional Services at Customer’s site, Joblogic will comply with all applicable Customer network and safety rules, guidelines and policies that do not conflict with the terms of this Agreement and any attachments hereto. Professional Services will begin and terminate on the dates or times described in the applicable Order Form, unless earlier terminated in accordance with this Agreement. 

2.2 Professional Services Fees. Fees for Professional Services are set forth in the applicable Order Form. Joblogic shall invoice Customer for Professional Services in accordance with Section 5.2. Joblogic may suspend Professional Services if Customer fails to pay all fees when due. 

2.3 Termination or Delay of Professional Services. Customer may terminate or delay Professional Services by giving thirty (30) days prior written notice to Joblogic. Termination shall be effective ten (10) days after Joblogic’s receipt of the notice. If Customer delays the scheduled start of contracted Professional Services, Customer shall reimburse Joblogic for any actual non-refundable costs incurred due to the delay. If Customer terminates Professional Services before the agreed end of a Professional Services engagement as set forth in an Order Form, Customer shall pay Joblogic for any Professional Services performed but not yet paid for prior to the termination date, as well as reasonable and actual costs (including for expenses and contractors) incurred by Joblogic through the effective date of the termination. 

3. Customer Responsibilities and Restrictions 

3.1 Customer Responsibilities. Joblogic’s obligations toward Customer Data are described in Section 8 (Confidentiality) and Section 9 (Data Processing and Security, including the Data Processing Agreement).  Customer shall: (a) comply with all applicable laws and regulations related to the accuracy, quality, processing, transmission and right to possess all Customer Data, the means by which Customer acquired the Customer Data and the right to provide the Customer Data to Joblogic for the purposes of this Agreement; (b) be responsible for the security and confidentiality of Customer’s and its Users’ account information in its control; (c) have sole responsibility of the export of all Customer Data in compliance with all data residency and data restrictions requirements for any applicable jurisdictions prior to connecting to the Services; and (d) prevent unauthorized access to, or use of, the Services, and notify Joblogic promptly of any unauthorized access or use. Joblogic may impose limits on the use of or access to Services as required by applicable law. 

3.2 General Restrictions. Customer and its Users shall not, and shall not permit any third party to: (a) copy or republish any Services; (b) make any Services available to any person other than Users; (c) rent, lend, sell, sublicense, or use any Services to provide service bureau, time-sharing or other services to third parties; (d) send to Joblogic, or store in the Services, any Prohibited Data; (e) transmit any Customer Data to Joblogic from any country that has data residency or data transmission restrictions where such transfer would cause Joblogic to be in violation of such applicable data residency or data transmission restrictions; (f) send or store viruses, spyware, ransomware, timebombs, Trojan horses, or other harmful or malicious code, or files to, or in connection with, the Services; (g) send or store infringing or otherwise unlawful material in connection with the Services; (h) modify or create derivative works based upon any Services; (i) remove, modify, or obscure any copyright, trademark, or other proprietary notices contained in any Services; (j) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code used or embodied in any Services, which for the avoidance of doubt includes the related algorithms, methods, and techniques; (k) access or use any Services to build a similar or competitive product; (l) attempt to gain unauthorized access to or interfere with or disrupt the integrity or performance of, the Services or its related systems or networks or the data contained therein; or (m) permit any agent, contractor, or machine to access or use the Services unless such agent, contractor, or machine is expressly authorized by Joblogic and subject to any terms required by Joblogic. 

3.3 Users. Customer will cause all Users to abide by the terms and conditions of this Agreement. Any action or omission of a User, which, if attributable to Customer, would constitute a breach of this Agreement by Customer, will be deemed to be a breach of this Agreement by Customer. Joblogic may suspend any User’s access to the Services for any breach without notice. 

4. Intellectual Property 

4.1 Ownership and Reservation of Rights of Joblogic Intellectual Property. Except for the limited rights expressly granted to Customer under this Agreement, Joblogic and its licensors own and retain all right, title, and interest in and to all Services, Documentation, any modifications to the Services or Documentation, and any other materials provided by Joblogic or its licensors under this Agreement, including all copies thereof made by Customer and all modifications, derivative works, patches, revisions, and updates related thereto and intellectual property rights therein. 

4.2 Rights in and Retrieval of Customer Data. As between Joblogic and Customer, Customer owns the Customer Data. Customer hereby grants to Joblogic and its Affiliates a worldwide, non-exclusive, transferable, sublicensable, royalty-free license to host, copy, reproduce, transmit, display, modify, make derivative works of, and process the Customer Data during the applicable Order Term to provide, support, and improve the Services, and to create insights and benchmarking; provided that, the foregoing license to Joblogic shall be perpetual and irrevocable for any such use of aggregated, deidentified Data to improve the Services. Upon request by Customer made at least thirty (30) days prior to the effective date of the termination of the applicable Order Term, at no cost for up to thirty (30) days following the termination, Joblogic will make a copy of the Customer Data then currently stored in the Services available to Customer for download. After the thirty (30)-day period, Joblogic shall have no obligation to maintain or provide any Customer Data and shall thereafter, unless legally prohibited, be entitled to delete all Customer Data from Joblogic’s servers; provided, however, that Joblogic will not be required to remove copies of the Customer Data from its backup servers until such time as the backup copies are scheduled to be overwritten in the normal course of business. In all cases Joblogic will continue to protect the Customer Data in accordance with Section 8 (Confidentiality), and Section 9 (Data Processing and Security, including the Data Processing Agreement), for so long as the Customer Data remains on its backup servers. 

4.3 Feedback. Any feedback or suggestions that Customer provides to Joblogic in connection with use of the Services (including, in-app feedback, bug fixes and features requests) is non-confidential and may be used by Joblogic for any purpose without obligation, acknowledgement or compensation to Customer, provided that Customer’s identity as the source of the feedback or suggestion will not be publicly disclosed. 

5. Orders and Payment 

5.1 Orders. Customer may purchase Services by entering into an Order Form with Joblogic. Customer may not decrease the volume of Services purchased during an Order Term. All Services purchased by Customer shall be governed exclusively by this Agreement and, subject to Section 13.7 (Entire Agreement), the applicable Order Form. 

5.2 Fees, Taxes, Invoicing and Payment. All fees for the Services shall be set forth in the applicable Order Form. All fees are exclusive of sales and use taxes, value added taxes (VAT), or similar charges (“Taxes”). Customer is responsible for payment of all Taxes relating to Customer’s purchase and use of the Services, excluding taxes based on Joblogic’s net income. Unless otherwise provided in the Order Form, all fees and amounts stated on each Order Form are due within thirty (30) days from the date of invoice and any overdue amounts may accrue late charges at the rate of the lesser of one and one-half (1.5%) percent of the outstanding balance per month or the maximum rate permitted by law from the date the fees were due. Joblogic reserves the right to increase fees annually. Except as expressly provided otherwise in this Agreement, fees are non-refundable, non-cancellable and not subject to set-off. All fees shall be stated in and paid by Customer in the currency stated on the Order Form. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced Services will be at Joblogic’s applicable list price in effect at the time of the applicable renewal, and any renewal in which the Services volume or term length has decreased from the prior Order Term will result in re-pricing at renewal. 

6. Term, Suspension, and Termination 

6.1 Term. The Term of this Agreement shall begin on the Effective Date and continue until the stated Order Term in all Order Forms has expired or otherwise been terminated. The Order Term of each Order Form shall automatically renew for a period equal to the initial Order Term unless either party provides at least 60 days’ notice of non-renewal prior to the end of the Order Term.  

6.2 Termination for Material Breach. Either party may terminate this Agreement if the other party fails to cure any material breach (including Customer’s failure to pay Joblogic when fees are due) of this Agreement or an Order Form pursuant hereto within thirty (30) days after receipt of written notice of the breach and opportunity to cure. Upon any termination of this Agreement by Customer for a material breach by Joblogic pursuant to this Section 6.2, Joblogic will refund Customer a pro-rata portion of any fees paid by Customer to Joblogic that cover the remainder of the applicable Order Term after the effective date of termination and a pro-rata portion of any prepaid fees paid by Customer to Joblogic for Professional Services that cover Professional Services that have not been delivered as of the effective date of termination. In the event Joblogic terminates this Agreement because of Customer’s material breach, all unpaid fees under all Order Forms shall be accelerated and become immediately due and payable. 

6.3 Termination for Customer Insolvency. To the extent permitted by law, this Agreement may be terminated before the expiration date of the Term on written notice by Joblogic if Customer (a) becomes insolvent, (b) is generally unable to pay, or fails to pay, its debts as they become due, (c) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, (d) makes or seeks to make a general assignment for the benefit of its creditors, or (e) applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property or business. 

6.4 Suspension. Joblogic may suspend Customer’s use of, or access to, the Services if (a) Joblogic reasonably believes that there is a significant threat to the security, integrity, functionality, or availability of the Services or any data in the Services; (b) Customer or its Users are in breach of Section 3.2 (General Restrictions); or (c) Customer fails to pay Joblogic fees when due; provided that, Joblogic will use commercially reasonable efforts to provide Customer with notice and an opportunity to remedy the violation or threat prior to the suspension. Suspension of the Services under this Section 6.4 or Professional Services under Section 2 shall not release Customer of its payment obligations under this Agreement. 

6.5 Effect of Termination. Upon expiration or termination of this Agreement, all licenses to the Software and access to the Services granted to Customer under this Agreement, and all Order Forms for Services associated with this Agreement, including use of, and access to, the Documentation, shall immediately terminate and Customer will cease using any Software, Services (except as permitted under Section 4.2), Documentation and Confidential Information of Joblogic, and Customer shall remove all Software and Documentation from its systems and destroy all copies thereof. If an Order Form is terminated for any reason other than Customer’s termination for Joblogic’s material breach, such termination shall not relieve Customer of the obligation to pay all fees stated in the Order Form, whether currently due or would be due in the future for the full term of the Order Form. Sections 3.2, 4, 5.2, 6.5, 7.5, 8, 10, 11, and 12 shall survive the expiration or termination of this Agreement for any reason. 

7. Warranties and Remedies, and Disclaimers 

7.1 General. Each party represents and warrants that it has the legal power and authority to enter into and perform under this Agreement. 

7.2 Services. Joblogic warrants that during any Order Term for the Services, the Services will perform substantially in accordance with the Services Documentation. As Customer’s exclusive remedy and Joblogic’s sole liability for breach of the warranty set forth in this Section 7.2: (a) Joblogic shall correct the non-conforming Services at no additional charge to Customer; or (b) in the event Joblogic is unable to correct the deficiencies after good faith efforts and within a commercially reasonable timeframe, Customer shall be entitled to terminate the applicable Services subscription and Joblogic will refund Customer a pro-rata portion of any prepaid fees attributable to the defective Services calculated from the date Joblogic received the notice contemplated in the next sentence to the end of the paid up period. To receive warranty remedies, Customer must promptly report deficiencies in writing to Joblogic, but no later than thirty (30) days of the first date the deficiency is identified by Customer. The warranty set forth in this Section 7.2 shall not apply to the extent there has been: (i) a modification of the Services by a party other than Joblogic, (ii) use of the Services in combination with any other product, service, Non-Joblogic Technologies or third-party devices if the non-compliance would have been avoided by the use of the Services without the other product, service, Non-Joblogic Technologies or third party devices; or (iii) use otherwise not in accordance with the Documentation, this Agreement and applicable law. 

7.3 Software. Joblogic warrants that the Software will materially conform to the Software Documentation for a period of ninety (90) days from the start date of the Order Term for the Software. If during the warranty period the Software does not materially conform to the Software Documentation, then Customer’s exclusive remedy under this Section 7.3 will be to have Joblogic, at Joblogic’s expense and option, either correct or replace the non-conforming Software, or refund Customer any prepaid fees attributable to the defective Software on a pro-rata basis calculated from the date Joblogic received written notice of the defect through the end of the paid-up period. To receive warranty remedies, Customer must promptly report deficiencies in writing to Joblogic during the warranty period and not later than thirty (30) days from the date Customer first identifies the deficiency. If Joblogic refunds license fees to Customer for defective Software, Customer’s license to the Software shall terminate, Customer shall permanently delete all copies of the Software from Customer’s systems, and upon Joblogic’s request, Customer shall certify in writing to the permanent deletion. This warranty set forth in this Section 7.3 shall not apply to the extent there has been: (a) a modification of the Software by a party other than Joblogic; (b) use of the Software in combination with any other product, service, Non-Joblogic Technologies, or third-party device; or (c) use otherwise than in accordance with the Documentation, this Agreement and applicable law. 

7.4 Professional Services. Joblogic warrants that Joblogic will perform Professional Services in a professional manner consistent with applicable industry standards. As Customer’s exclusive remedy and Joblogic’s sole liability for breach of the warranty set forth in this Section 7.4, Joblogic will, at its sole option and expense, promptly re-perform any Professional Services that fail to meet this limited warranty or refund to Customer the fees paid for the non-conforming portion of the Professional Services. 

7.5 Disclaimer. Except as expressly provided in this section 7 and to the maximum extent permitted by applicable law, Joblogic makes no representations or warranties of any kind, whether express, implied, statutory, or otherwise, and specifically disclaims all warranties of fitness for a particular purpose, merchantability, merchantable quality, accuracy of content, systems integration, non-infringement, noninterference with enjoyment or otherwise. Joblogic does not represent or warrant that the operation of the services will be error free or uninterrupted. Joblogic makes no warranty regarding any non-Joblogic technologies or third-party product, service or offering with which the services may function or interoperate. The limited warranties provided in this section 7 are the sole and exclusive representations and warranties provided to customer in connection with the subject matter of this agreement. 

8. Confidentiality 

8.1 As used in this Agreement, “Confidential Information” means all proprietary, non-public information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”), directly or indirectly, which, (a) if in written, graphic, machine-readable or other tangible form, is marked as “confidential” or “proprietary,” (b) if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the Receiving Party to be “confidential” or “proprietary” within thirty (30) days of the disclosure, or (c) reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself, including the Customer Data, the content of this Agreement, the Services, and the business and marketing plans, technology and technical information, product designs, and business processes of either party. Confidential Information of Joblogic includes, without limitation, the Services and Documentation. The terms of this Agreement are Confidential Information; however, the existence of this Agreement is not Confidential Information. 

8.2 “Confidential Information” does not include information that: (a) is known publicly at the time of the disclosure by the Disclosing Party or becomes known publicly after disclosure through no fault of the Receiving Party; (b) is known to the Receiving Party at the time of disclosure by the Disclosing Party due to previous receipt from a source that was not bound by confidentiality obligations to the Disclosing Party at that time; or (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information as demonstrated by the written records of the Receiving Party. 

8.3 The Receiving Party shall use at least the same degree of care that it uses to protect its own similar confidential information (but not less than reasonable care) to: (a) use the Disclosing Party’s Confidential Information only as permitted under this Agreement, unless the Disclosing Party has provided prior written consent for other uses, and (b) only disclose the Disclosing Party’s Confidential Information to Receiving Party’s or its Affiliates’ employees, partners, contractors (including legal counsel and accountants), and service providers (“Representatives”) who (i) are bound by non-use and non-disclosure obligations at least as protective as those contained in this Agreement and (ii) have a need to know the Confidential Information for the Receiving Party to exercise its rights or perform its obligations under this Agreement, and the Receiving Party shall be liable to the Disclosing Party for any breach by its Representatives of such confidentiality obligations. 

8.4 The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent the disclosure is required by law or order of a court or other governmental authority; provided that the Receiving Party shall use commercially reasonable efforts to promptly notify the Disclosing Party prior to the disclosure to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict the disclosure. 

8.5 The parties agree that monetary damages may be insufficient to fully compensate either party for its losses in the event the other party violates the confidentiality provisions of this Agreement. Therefore, the Disclosing Party may be entitled to seek injunctive relief in addition to any other rights or remedies they may have at law or in equity. 

9. Data Processing and Security

The parties agree to comply with the Data Processing Addendum (“DPA”) incorporated into this Agreement. The Customer authorises Joblogic to engage sub-processors to process Customer Personal Data in connection with the provision of the Services. In the event of a conflict between the terms of the DPA and this Agreement, the terms of the DPA shall govern. 

10. Limitations of Liability 

10.1 Except for damages arising from either party’s indemnification obligations under section 11 (indemnification) or a party’s gross negligence or willful misconduct, to the maximum extent permitted by applicable law, in no event shall either party’s aggregate liability arising out of or relating to this agreement exceed the amount of fees paid by customer under the order form giving rise to the claim for the twelve (12) months preceding the incident giving rise to the claim. The foregoing limitation shall apply whether an action is in contract, tort, or otherwise and regardless of the theory of liability. 

10.2 To the maximum extent permitted by applicable law, in no event shall either party or its respective licensors be liable to anyone for any indirect, punitive, special, exemplary, incidental, or consequential damages, including (by way of example and not an exhaustive list), loss of profits, loss of data, business interruption, loss of use, or other commercial damages or losses arising out of or in any way connected with this agreement, however caused and whether in contract, tort, or otherwise and regardless of the theory of liability and whether or not such party has been advised of the possibility of such damages or losses. 

11. Indemnification 

11.1 Indemnification by Joblogic. Subject to Section 11.3, Joblogic will at its cost and expense (a) defend Customer from any and all claims, demands, suits, or proceedings brought against Customer by a third party alleging that the Services or Software, as provided by Joblogic to Customer under this Agreement, infringe any patent, copyright, or trademark or misappropriate any trade secret of that third party (each, an “Infringement Claim”); (b) pay and indemnify Customer for any settlement of such Infringement Claim or any damages and costs awarded to such third party (including reasonable attorneys’ fees) by a court of competent jurisdiction, authorized arbitral panel, or paid to a third party in accordance with a written settlement agreement signed by Joblogic, in connection with an Infringement Claim. In the event an Infringement Claim is brought, or in Joblogic’s reasonable opinion is likely to be brought, Joblogic may, at its option: (i) procure the right to permit Customer to continue use of the Services or Software, (ii) replace or modify the Services or Software with a non-infringing alternative having substantially equivalent performance within a reasonable period of time, or (iii) if the foregoing options are not reasonably practicable, terminate the license for the applicable infringing Services and repay to Customer any prepaid fees paid by Customer to Joblogic for such infringing Services with respect to any period of time following the termination date. Notwithstanding the foregoing, Joblogic shall have no liability for any Infringement Claim of any kind to the extent that it relates to: (x) a modification of the Software or Services by a party other than Joblogic, (y) use of the Software or Services in combination with any other product, service, Non-Joblogic Technologies or third party devices if the infringement would have been avoided by the use of the Software or Services without the other product, service, Non-Joblogic Technologies or third-party devices; or (z) use otherwise not in accordance with the Documentation, this Agreement and applicable law. The indemnification obligations set forth in this Section 11.1 are Customer’s exclusive remedy and Joblogic’s sole liability with respect to Joblogic’s infringement or misappropriation of third-party intellectual property rights of any kind. 

11.2 Indemnification by Customer. Subject to Section 11.3, Customer will defend Joblogic and its Affiliates from all claims, demands, suits, or proceedings brought against Joblogic by a third party alleging a violation of a User’s or third party’s rights arising from or related to any Customer Data, including Customer’s provision of the Customer Data to Joblogic or its Affiliates or their respective use of the Customer Data in connection with providing Services in accordance with this Agreement. Customer will indemnify Joblogic for all damages and costs (including reasonable attorneys’ fees) finally awarded by a court of competent jurisdiction, authorized arbitral panel, or paid to a third party in accordance with a written settlement agreement signed by Customer, in connection with any such claims, demands, suits, or proceedings. The indemnification obligations set forth in this Section 11.2 are Joblogic’s exclusive remedy and Customer’s sole liability with respect to Customer’s infringement or misappropriation of a third party’s rights arising from or related to its Customer Data. 

11.3 Indemnity Process. The party seeking indemnification under this Section 11 (“Indemnitee”) must (a) promptly notify the other party (“Indemnitor”) of the claim (provided that any failure to provide prompt written notice will only relieve the Indemnitor of its obligations to the extent its ability to defend a claim is materially prejudiced by the failure), (b) give the Indemnitor sole control of the defense and settlement of the claim (provided that Indemnitor shall not consent to entry of any judgment or admission of any liability of the Indemnitee without the prior written approval of the Indemnitee), and (c) provide reasonable assistance, cooperation, and required information with respect to the defense and settlement of the claim, at the Indemnitor’s expense. At its own expense, the Indemnitee may retain separate counsel to advise the Indemnitee regarding the defense or settlement of the claim. 

12. Third-Party App Stores  

12.1 Distribution Channels. This Section 12 applies only to the extent that Customer uses the Mobile App on a mobile device. Joblogic makes the Mobile App available through the Apple App Store, the Google Play Store, or other distribution channels (“Distribution Channels”). If Customer obtains the Mobile App through a Distribution Channel, Customer may be subject to additional terms of that Distribution Channel. This Agreement is between Customer and Joblogic only, and not with the applicable Distribution Channel. To the extent Customer utilizes any other third-party products or services in connection with the use of the Services, Customer agrees to comply with all applicable terms of any agreement for such third-party products and services. 

12.2 Apple App Store. With respect to Mobile Apps made available for use in connection with the Apple App Store, the following terms and conditions apply. Customer acknowledges that this Agreement is between Customer and Joblogic only, not with Apple Inc. (“Apple”), and that Apple is not responsible for the Mobile App or the content thereof. Customer may not use the Mobile App in any manner that is in violation of or inconsistent with the “Usage Rules” set forth for the Mobile App in the Apple Media Services Terms and Conditions. Customer’s license to use the Mobile App is limited to a non-transferable license to use the Mobile App on an iOS product that Customer owns or controls, as permitted by the “Usage Rules” set forth in the Apple Media Services Terms and Conditions. Apple has no obligation to furnish any maintenance or support services with respect to the Mobile App. Apple is not responsible for any product warranties, whether express or implied by law. If the Mobile App fails to conform to any applicable warranty, Customer may notify Apple and Apple will refund any applicable purchase price for the Mobile App, if any, to Customer; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Mobile App or any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty. Apple is not responsible for addressing any claims by Customer or any third party relating to the Mobile App or Customer’s possession or use of the Mobile App, including: (a) product-liability claims; (b) any claim that the Mobile App fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer-protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, or discharge of any third-party claim that the Mobile App or Customer’s possession and use of the Mobile App infringe a third party’s intellectual-property rights. Customer agrees to comply with any applicable third-party terms when using the Mobile App. Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement, and upon Customer’s acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against Customer as a third-party beneficiary. Customer represents and warrants that (i) Customer is not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist-supporting” country, and (ii) Customer is not listed on any U.S. Government list of prohibited or restricted parties. Customer must comply with applicable third-party terms of agreement when using the Mobile App, including Customer’s wireless-data-service agreement. 

12.3 Google-Sourced Software. The following applies to any Mobile App Customer downloads from the Google Play Store: (a) Customer acknowledges that this Agreement is between Customer and Joblogic only, and not with Google LLC (“Google”); (b) Customer’s use of the Mobile App must comply with Google’s then-current Google Play Terms of Service; (c) Google is only a provider of Google Play, from which Customer obtained the Mobile App; (d) Joblogic, and not Google, is solely responsible for the Mobile App; (e) Google has no obligation or liability to Customer with respect to the Mobile App or this Agreement; and (f) Customer acknowledges and agrees that Google is a third-party beneficiary to this Agreement as it relates to the Mobile App. 

13. General

13.1 Assignment. Customer may not assign this Agreement or otherwise transfer any right or obligation under this Agreement without the prior written consent of Joblogic. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns. Joblogic may employ subcontractors to perform its duties under this Agreement, provided, however, that Joblogic shall not be relieved of any obligation under this Agreement and such subcontractor remains subject (as applicable) to the sub-processing terms of the DPA. 

13.2 Compliance with Law. Both parties shall comply with all laws applicable to the performance of its obligations under this Agreement. 

13.3 Customer Referrals. Customer may, from time to time, introduce prospective customers to Joblogic and may receive referral benefits in connection with such introductions. Any referral activity is optional, non-exclusive, and does not create any agency, partnership, or authority to bind either party. Where referral fees, incentives, or other benefits apply, such arrangements shall be governed by separate referral terms agreed between the parties in writing setting forth the financial terms and referral process. No fees, incentives, or other benefits shall be due to Customer for referrals unless Customer and Joblogic have entered into a separate referral agreement, which may be accepted without amendment to this Agreement. Nothing in this Agreement is intended to restrict or prevent referral activity conducted in accordance with such separately agreed upon referral terms. 

13.4 Usage Verification. Upon reasonable advance notice to Customer and without unreasonable interference with Customer’s normal business operations, Joblogic has the right to verify Customer’s use of the Services against Customer’s current use rights and licenses under all active Order Forms. Joblogic will conduct any such verification during Customer’s normal business hours. If Customer exceeds the rights granted under the applicable Order Form, Customer shall, upon receiving notice from Joblogic, work with Joblogic to purchase all necessary use rights or licenses within thirty (30) days of such notice to meet Customer’s actual usage of the Services for the remainder of the then-current Order Term. 

13.5 Notices. Except as otherwise expressly permitted in this Agreement, notices under this Agreement shall be sent in writing to the addresses in the Order Form, or to such other address as may be specified by either party. Notices shall be in writing and shall be deemed to have been given (a) five (5) business days after mailing if sent by registered or certified mail, (b) when personally delivered, or (c) one (1) business day after deposit for overnight delivery with a recognized courier for U.K. deliveries (or three (3) business days for international deliveries). 

13.6 Force Majeure. Neither party shall be liable to the other for any delay or failure to perform hereunder due to circumstances beyond the party’s reasonable control, including acts of God, acts of government, computer related attacks, hacking, or acts of terror, service disruptions involving hardware, software, or power systems not within the party’s possession or reasonable control. Notwithstanding the foregoing, Customer shall remain liable for the payment of all amounts required to be paid pursuant to an applicable Order Form. 

13.7 Equitable Relief. The parties agree that a material breach of this Agreement may cause irreparable injury to the non-breaching party for which monetary damages alone would not be an adequate remedy, and therefore the non-breaching party shall be entitled to seek equitable relief in addition to any other remedies it may have hereunder or at law, without the requirement of posting bond or proving actual damages. 

13.8 Entire Agreement. This Agreement together with the documents incorporated herein by reference (e.g., Order Form) contains the entire agreement of the parties with respect to the subject matter hereof and supersedes, and the parties hereby disclaim reliance on, all previous oral and written communications, representations, understandings, and agreements by the parties concerning the subject matter of this Agreement. Customer agrees that its purchase of Services is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by Joblogic with respect to future functionality or features. No terms, provisions or conditions contained in any purchase order, sales confirmation, or other business form that Customer may use in connection with the transactions contemplated by this Agreement will have any effect on the rights or obligations of the parties under, or otherwise modify, this Agreement. If Customer elects to use a Joblogic payment portal or self-service onboarding, Joblogic may present terms of use to apply to such portal. If there is any conflict between the terms of this Agreement and any Order Form, the terms of this Agreement shall control unless Joblogic and Customer expressly agree otherwise in the applicable Order Form. Where Joblogic is required to “click through” or otherwise accept any online terms to register as Customer’s vendor, to provide Services to Customer, to enable Customer’s receipt of the Services (as a condition to the provision, vendor registration for, or receipt of the Services), to issue invoices, or facilitate execution of any Order Form, the terms are not binding and shall not be deemed to modify this Agreement and Joblogic shall not be required to pay any fees for access to or use of such applications made available by Customer or its third-party service provider. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both parties hereto. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision, and a waiver of any breach of this Agreement shall not constitute a waiver of any other or subsequent breach. If any provision of this Agreement shall be held or made invalid by a court decision, statute or rule, or shall be otherwise rendered invalid, the remainder of this Agreement shall not be affected thereby. 

13.9 Publicity. During the term of this Agreement, Joblogic may include Customer’s name and logo in its customer lists, including on its website. To the extent Customer provides standard trademark usage guidelines, Joblogic shall use Customer’s name and logo in accordance with the guidelines. With Customer’s prior approval, Joblogic and Customer may collaborate on a mutually agreed upon case study or customer story to be published on Joblogic’s website.  

13.10 Export Laws. Export controls and sanctions laws of the United Kingdom, the European Union and its Member States, the United States and any other relevant local export controls and sanctions laws apply to the Services (collectively “Export Laws”). Customer agrees that the Export Laws govern its use of the Services (including technical data), and any materials provided under this Agreement, and Customer agrees to comply with all Export Laws. Customer agrees that no data, information, software programs, or other materials resulting from the Services (or that are a direct product thereof) will be exported, re-exported, transferred, or released, directly or indirectly, in violation of the Export Laws. Each party represents that it is not (a) named on any restricted parties list administered by applicable Export Laws, (b) owned or controlled by or acting on behalf of any such persons or entities, or (c) residing, located, operating, or organized in a country or region subject to any trade embargoes issued by the United Kingdom, European Union or its Member States, or United States. Customer agrees that it will not access or use the Services in any manner that would cause any party to violate any Export Laws. 

13.11 Independent Contractors, No Third-Party Beneficiaries. The parties have the status of independent contractors, and nothing in this Agreement nor the conduct of the parties will be deemed to place the parties in any other relationship. Except as provided in this Agreement, neither party shall be responsible for the acts or omissions of the other party or the other party’s personnel. Save as contained expressly above, this Agreement confers no rights upon either party’s employees, agents, contractors, partners, or customers or upon any other person or entity. 

13.12 Governing Law. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict-of-law principles. The Parties agree that all disputes arising out of or relating to this Agreement shall be finally adjudicated through litigation in a court of competent jurisdiction located in London, England. Each Party irrevocably submits to the jurisdiction of such courts and waives its right to any jurisdictional defense that such litigation is brought in an inconvenient forum.  

13.13 Anti-Bribery/Corruption. Neither party (a) has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement or (b) has made, paid, given, or agreed to make, pay, or give any bribe, kickback, payment, gift, or thing of value to any foreign government official or other person in violation of applicable laws related to bribery or the prevention of corruption (“Anti-Corruption Laws”) in connection with this Agreement. Both parties agree to comply with Anti-Corruption Laws in relation to this Agreement. If either party learns of any violation of the foregoing restriction, the party will use reasonable efforts to promptly notify the other party. 

13.14 Interpretation. For purposes of interpreting this Agreement, (a) unless the context otherwise requires, the singular includes the plural, and the plural includes the singular; (b) unless otherwise specifically stated, the words “herein,” “hereof,” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section or paragraph; (c) the words “include” and “including” will not be construed as terms of limitation, and will therefore mean “including but not limited to” and “including without limitation”; (d) unless otherwise specifically stated, the words “writing” or “written” mean preserved or presented in retrievable or reproducible form, whether electronic (including email but excluding voice mail) or hard copy; and (e) the captions and section and paragraph headings used in this Agreement are inserted for convenience only and will not affect the meaning or interpretation of this Agreement. 

13.15 Signatures. This Agreement may be executed in multiple counterparts, each of which when executed will be an original, and all of which, when taken together, will constitute one agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic transmission (including via pdf) will be effective as delivery of a manually executed counterpart. 

EXHIBIT A - Definitions 

“Affiliate” is a business entity that controls, is controlled by or shares common control with such party, but only so long as such control continues to exist. “Control” as used herein means direct or indirect ownership interest of greater than fifty percent (50%) of the voting rights in such entity (or equivalent of a non-corporate entity). 

“Agreement” means this Master Services Agreement, including any exhibits or addenda to this Master Services Agreement attached to or otherwise incorporated by reference herein, as well as any Order Forms arising under or referencing this Agreement. 

“Customer Data” means all electronic data and information submitted to and stored in the Services by or on behalf of Customer. Customer Data does not include data derived from the Services, including patterns identified using the Services, configurations, log data, and data regarding the performance and availability of the Services, in each case which are not personally identifying or identifiable information. 

“Documentation” means the user guides, release notes, and other materials provided by Joblogic for the Services. 

“Mobile Apps” means any Joblogic-branded or Joblogic-provided mobile software application made available by Joblogic for download or access on a mobile or tablet device (including versions on the Apple App Store and the Google Play Store), and any updates, modifications, new versions, or releases of such application. Mobile Apps are part of the Services.  

“Order Form” means any purchase order, a statement of work, or an ordering document accepted by Joblogic for the purchase of Services. 

“Order Term” means a time-limited term for which Customer has purchased a license or right to use the Services as set forth in the applicable Order Form. 

“Professional Services” means services provided by Joblogic to Customer that support Customer’s deployment, extension and use of the Services, which may include onsite or offsite training, implementation, or related support. 

“Prohibited Data” means any data that constitutes sensitive personal data or like terms under applicable data privacy laws, intellectual property, proprietary business models, or similar laws, including social security or other government-issued identification numbers, biometric data, regulated medical or health information, account security information, individual financial account information, credit/debit/gift or other payment card information, account passwords, individual credit and income information. Prohibited Data shall also include any data not deemed “necessary” to fulfill the provision of the Services in accordance with applicable data privacy laws 

“Services” means Joblogic’s software-as-a-service offerings, including Software, that have been purchased by Customer under an Order Form. 

“Software” means the object code version of the specific Joblogic computer software licensed to Customer under an Order Form or provided in connection with operating the Services, including any updates, modifications, new versions, or releases. 

“Support” means Joblogic’s support and maintenance services provided for the Services as described in an order form and at this link. 

“Term” means the time period from the Effective Date of this Agreement as set forth above until the date this Agreement terminates in accordance with Section 6 (Term, Suspension, and Termination). 

“User” means Customer’s employees, approved contractors, Joblogic-authorized agents and machines, who are authorized by or on behalf of Customer to use the Services.  

Our contact details are as follows:

Tracer Management Systems Limited
Unit 305,
Zellig Building,
Gibb Street,
Birmingham,
B9 4AA

Email: sales@joblogic.com

Telephone: 0800 326 5561

Company registration number: 03611671
VAT registration number: 158252795