Jombone Platform Terms
Last Updated date: 28-AUG-2024
MASTER SERVICES AGREEMENT
Jombone Inc. Master Terms of Use Agreement
Effective Date:
As of the date Customer accepts this Agreement by
(1) clicking “I Agree,”
(2) executing an Order Form referencing this Agreement, or
(3) using the Jombone Platform, including under a free trial or free tier.
This Master Terms of Use Agreement (“Agreement”) is entered into by and between Jombone Inc., a Delaware corporation with its principal office at 3300 Dallas Pkwy Suite 200, Plano, TX 75093, United States (“Jombone”), and the Customer identified in the applicable Order Form or the individual/entity accepting this Agreement (“Customer”).
This Agreement governs Customer’s access to and use of the Jombone Workforce Management Platform (the “Platform”), including all related services, whether under a free trial, free tier, or paid subscription. By accepting this Agreement, Customer represents that the individual accepting it has authority to bind the Customer entity and its affiliates. If the individual lacks such authority or does not agree with these terms, they must not accept this Agreement or use the Platform. Direct competitors of Jombone are prohibited from accessing the Platform without Jombone’s prior written consent.
1. Definitions
Customer Data: All data, including Personal Data, submitted by or on behalf of Customer to the Platform.
Order Form: The executed document specifying the services purchased, term, fees, and other commercial details.
Platform: Jombone’s cloud-based suite of software services, including modules for applicant tracking, client management, invoicing, timesheets, pay/bill rate management, onboarding, learning management, communication, and analytics, accessible via web browsers and mobile applications.
Personal Data: Data subject to applicable Data Protection Laws, as defined in the Data Processing Addendum (DPA).
Software: The Jombone Platform’s software, including web-based applications and mobile applications for iOS and Android, as provided under this Agreement.
2. License and Access Rights (End User License Agreement)
2.1 Grant of License: Subject to Customer’s compliance with this Agreement, Jombone grants Customer a non-exclusive, non-transferable, non-sublicensable, limited license during the Term to access and use the Platform and its Software (including web and mobile applications) solely for Customer’s internal business purposes, as specified in the applicable Order Form or, for free tiers, as permitted by Jombone. This license constitutes the End User License Agreement (EULA) for the Software.
2.2 Scope of License: The license permits Customer to: Access the Platform via supported web browsers and mobile applications for iOS and Android. Use the Software’s features (e.g., applicant tracking, client management, analytics) as provided in the subscription tier specified in the Order Form. Allow authorized users (e.g., employees or contractors) to access the Platform under Customer’s account, provided Customer remains responsible for their compliance with this Agreement.
2.3 Restrictions: Customer shall not: Sublicense, sell, lease, rent, or distribute the Software or Platform; Reverse-engineer, decompile, disassemble, or attempt to derive the source code of the Software, except as permitted by applicable law; Modify, adapt, or create derivative works of the Software; Use the Software or Platform for illegal purposes or to transmit infringing, libelous, or unlawful material; Attempt to gain unauthorized access to the Platform or its systems; Monitor the Platform’s performance for benchmarking or competitive purposes without Jombone’s prior written consent. Jombone reserves the right to seek injunctive relief for violations of these restrictions.
2.4 Intellectual Property Ownership: Jombone retains all right, title, and interest in the Software, Platform, and all related intellectual property, including but not limited to copyrights, trademarks, patents, and trade secrets. Customer receives no ownership rights in the Software or Platform, only the limited license described herein.
2.5 User Accounts: Customer must create accounts using valid email addresses and passwords. Accounts are personal and non-transferable. Customer is responsible for maintaining the confidentiality of login credentials and all activities under their accounts.
2.6 Sandbox Environment: Jombone may provide a temporary sandbox environment for testing during onboarding. The sandbox will be decommissioned within 30 days of onboarding completion, and all data therein will be securely deleted unless Customer requests transfer in writing within that period.
2.7 Updates and Maintenance: Jombone may update or modify the Software at its discretion to enhance functionality or security, with reasonable notice to Customer. Such updates do not materially reduce the Platform’s core functionality during the Term.
3. Subscription Model and Fees
3.1 Freemium Model: The Platform operates on a freemium model, offering limited features under a free tier and additional features via paid monthly or annual subscriptions, as detailed in the Order Form.
3.2 Fees and Payment: Fees are specified in the Order Form and are due within 30 days of invoice unless otherwise stated. All fees for the subscription term specified in the Order Form are non-cancellable and non-refundable, regardless of actual usage or early termination by Customer. Late payments accrue interest at 1.5% per month or the maximum rate permitted by law. Jombone may suspend access for non-payment after 10 days’ written notice.
3.3 Enterprise Agreements: Enterprise clients may negotiate custom terms via Order Forms, which take precedence over conflicting provisions in this Agreement.
3.4 Non-Cancellable Commitment. All subscription fees for the Initial Term and any Renewal Term are firm, non-cancellable, and non-refundable commitments. Monthly billing is provided as a payment convenience and does not create a month-to-month arrangement or imply the right to cancel prior to the expiration of the then-current term.
3.5 Acceleration. If Customer (a) requests or initiates early termination prior to the end of the then-current term, (b) fails to cure a payment default within 10 days of written notice, or (c) ceases operations or undergoes dissolution, all remaining fees for the balance of the then-current term, including unpaid subscription fees, professional services fees, and add-on charges, shall become immediately due and payable in full.
4. Data Ownership and Privacy
4.1 Ownership: Customer retains all rights to Customer Data. Jombone may process and store Customer Data solely to provide and improve the Platform, in accordance with the Data Processing Addendum (DPA) and applicable laws (e.g., GDPR, CCPA, PIPEDA).
4.2 Data Security: Jombone will maintain industry-standard technical and organizational measures to protect Customer Data, as detailed in the DPA. In case of a data breach, Jombone will notify Customer within 72 hours of discovery, where required by law.
4.3 Data Retention: Upon termination or Customer’s written request, Jombone will return or securely delete Customer Data within 30 days, unless required to retain it by law, as specified in the DPA.
5. Third-Party Integrations
5.1 Authorization: The Platform integrates with third-party services (e.g., background checks, e-signatures, messaging, Google Maps) via APIs and webhooks. Customer authorizes Jombone to share Customer Data with these providers as necessary to deliver the integrated features.
5.2 Due Diligence: Jombone conducts due diligence on third-party providers and ensures they are contractually obligated to comply with applicable data protection laws. Jombone will notify Customer of known third-party disruptions within 24 hours.
5.3 Liability Disclaimer: Jombone is not liable for service disruptions caused by third-party providers, provided Jombone has exercised reasonable care in their selection, as detailed in the Service Level Agreement (SLA).
6. Service Levels
Jombone’s commitments to Platform uptime, incident response, and service credits are governed by the Service Level Agreement (SLA), incorporated herein. The Platform targets 99.5% uptime per calendar quarter, excluding scheduled maintenance (not to exceed 4 hours per month) and third-party disruptions.
7. Term and Termination
7.1 Term: This Agreement begins on the Effective Date and continues for the Initial Term specified in the Order Form. Unless either party provides written notice of non-renewal at least 30 days prior to the expiration of the then-current term, the subscription shall automatically renew for successive terms equal to the Initial Term at Jombone's then-current pricing.
7.2 Termination for Cause: Either party may terminate this Agreement for a material breach (e.g., non-payment, unauthorized use, or violation of data protection obligations) if the breaching party fails to cure within 30 days of written notice. In the event of termination by Jombone for Customer's material breach, all remaining fees for the balance of the then-current term shall become immediately due and payable in full pursuant to Section 3.5.
7.3 No Termination for Convenience. Customer may not terminate this Agreement for convenience during the Initial Term or any Renewal Term. Any request for early termination shall trigger the acceleration of all remaining fees pursuant to Section 3.5.
7.4 Effect of Termination: Upon termination, Customer’s access to the Platform ceases, and Jombone will handle Customer Data as specified in the DPA. Provisions regarding confidentiality, liability, payment obligations, and governing law survive termination.
8. Warranty and Disclaimer
The Platform is provided “as is.” Jombone disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, to the fullest extent permitted by law.
9. Limitation of Liability
9.1 Cap: Jombone’s total liability for all claims under this Agreement shall not exceed the fees paid by Customer under the applicable Order Form in the 12 months preceding the claim.
9.2 Exclusions: Jombone is not liable for indirect, incidental, special, or consequential damages, including loss of data or business interruption. This limitation does not apply to damages arising from Jombone’s gross negligence or willful misconduct.
9.3 Third-Party Services: Jombone is not liable for damages caused by third-party services, provided due diligence was performed, as detailed in the SLA.
10. Confidentiality
Each party agrees to maintain the confidentiality of the other’s confidential information and to use it only as permitted under this Agreement. This obligation survives termination for 3 years, except for trade secrets, which remain protected indefinitely.
11. Feedback and Support
11.1 Feedback: Customer may provide feedback about the Platform. Jombone may use such feedback without restriction or compensation, provided it remains non-confidential unless otherwise agreed in writing.
11.2 Support: Support is provided as outlined in the SLA. For accessibility issues, contact [email protected]. Jombone strives to meet WCAG 2.1 accessibility standards.
12. General Provisions
12.1 Governing Law and Dispute Resolution: This Agreement is governed by the laws of the State of Texas. All disputes shall be resolved through binding arbitration in Dallas County, Texas, under the rules of the American Arbitration Association, except that Jombone may seek injunctive relief in court for violations of Section 2.3.
12.2 Force Majeure: Neither party is liable for delays or failures due to events beyond their reasonable control, including natural disasters, government actions, or internet outages, provided notice is given promptly.
12.3 Assignment: Neither party may assign this Agreement without the other’s prior written consent, except in cases of merger, acquisition, or sale of substantially all assets.
12.4 Notices: Notices must be in writing, sent via email to the designated contact in the Order Form or to [email protected], with confirmation of receipt.
12.5 Entire Agreement: This Agreement, together with the Order Form, DPA, and SLA, constitutes the entire agreement between the parties, superseding all prior agreements. In case of conflict, the Order Form prevails, followed by the DPA, SLA, and this Agreement.
12.6 Severability: If any provision is unenforceable, the remaining provisions remain in effect.
12.7 Modifications: Jombone may update this Agreement with 30 days’ written notice. Continued use of the Platform constitutes acceptance of the revised terms.
13. Acceptance
By clicking “I Agree,” executing an Order Form, or using the Platform, Customer agrees to be bound by this Agreement, the DPA, and the SLA.
--End of Jombone Inc. Master Terms of Use Agreement--
