PLEASE READ THIS DEVELOPER ADDENDUM TO THE MASTER PARTNER AGREEMENT CAREFULLY. BY SIGNING A PARTNER ELECTION FORM SELECTING THIS DEVELOPER ADDENDUM, OR USING THE PRODUCTS OR SERVICES DESCRIBED IN THIS DEVELOPER ADDENDUM, YOU ARE ACCEPTING AND AGREEING TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS IN THIS DEVELOPER ADDENDUM.
iCIMS, Inc. (“iCIMS”) and the partner organization (“Partner”) set forth on the applicable Partner Election form (“Partner Election Form”) (each a “Party” and collectively the “Parties”) entered into a Master Partner Agreement, including all Partner Election Forms, policies and exhibits incorporated therein by reference between the parties for the Term.
In consideration of the obligations, covenants, and agreements set forth below and other valuable consideration the sufficiency of which is hereby acknowledged, the Parties enter into this Developer Addendum to the Master Partner Agreement effective as of the last date of signature on the Partner Election Form in which Partner elects this Developer Addendum (“Effective Date”) All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Master Partner Agreement.
1.2. “iCIMS Developer Site” shall mean the website provided for use by Partner that may be accessed at https://developer.icims.com/, including any sandboxes and/or test environments.
1.3. “iCIMS UNIFi” shall mean the marketplace that may be accessed at https://marketplace.icims.com/home.
1.4. “iCIMS Web Services” shall mean the ability for the Subscription to integrate with Partner Software through certain batch files, API’s or web services.
1.5. “Integration” shall mean an integration between the Subscription and Partner Services via iCIMS Web Services and Partner Web Services as described in the Technical Annex.
1.6. “Partner Services” shall mean the provision of services by Partner to a Subscriber pursuant to separate agreement between Partner and Subscriber, including the provision of the Partner Software.
1.7. “Partner Software” shall mean the proprietary software included in the Partner Services including the Partner Web Services.
1.8. “Partner Web Services” shall mean the ability for Partner Services to integrate with the Subscription through certain batch files, API’s or web services.
1.9. “Subscriber Data” shall mean the electronic data and files entered, imported, uploaded or transferred into the Subscription by Subscriber, its affiliate, or a user or a candidate of Subscriber, or to the Partner Services, as the case may be.
2.1. Relationship. This Developer Addendum is non-exclusive and either Party may enter into similar relationships with other third parties. Further, each party may, subject to all Intellectual Property Rights and Confidential Information restrictions set forth herein, develop, market, and sell products that compete with the other Party, provided that the other Party’s Intellectual Property or Confidential Information is not used in any way in such development.
2.2. Obligations. Partner agrees to develop the Integration as described in the Technical Annex, as may be updated by iCIMS from time to time. Partner represents and warrants the Partner Services will meet or exceed any service level obligations provided for in its agreement with a Subscriber, and such obligations shall not be less rigorous than those applicable to Subscriber under iCIMS’ Support & Maintenance Policy (available at https://www.icims.com/gc/). Partner is required to have received iCIMS’ written approval of a Non-Standard or Standard designation for each Integration prior to representing or otherwise holding Partner out as having completed an Integration with iCIMS.
2.3. Partner Marks and Information. Partner will be required to provide and maintain the accuracy of the following information and content in systems made available to Partner by iCIMS: (i) product title; (ii) initial availability date; (iii) selected category(ies); (iv) Partner name; (v) list prices (if applicable); (vi) product description; (vii) icon; (viii) logo or banner images; and (ix) any other information related to the Integration that iCIMS requires (i.e., any metadata, graphics, artwork, images, trademarks, trade names, logos and other descriptive or identifying information and materials associated with Partner).
3. DEVELOPER RESOURCES. iCIMS shall provide Partner with access to a sandbox or test environment for the purpose of building an Integration.
4. MARKETING AND PROMOTIONAL EXPENSES
4.1. By entering into this Developer Addendum with iCIMS and further submitting a request to be included in iCIMS UNIFi pursuant to functionality made available therein, Partner agrees and acknowledges that iCIMS may, at its sole discretion, include Partner in iCIMS UNIFi, and Partner grants iCIMS a limited, royalty-free, world-wide, non-exclusive right and license to display Partner’s Materials on iCIMS UNIFi.
4.2. Partner may not use iCIMS Materials in connection with any marketing or promotion without obtaining iCIMS’ prior written consent. Partner shall not promote its Partner Services, or its placement in iCIMS UNIFi as representing any endorsement or approval by iCIMS of the Integration or Partner’s Services or Partner Software.
4.3. Partners that are Independent Software Vendors (“ISV”s) may be eligible for marketing and promotional benefits as provided in the Tiers and Categories Schedule or as otherwise mutually agreed upon in writing. An ISV shall mean a Partner that is in the business of producing and selling software to third-parties or end-users for commercial use.
5. OWNERSHIP AND INTELLECTUAL PROPERTY. iCIMS or its licensors own all right, title, and interest to the iCIMS’ Developer Site, iCIMS UNIFi, iCIMS Web Services, and any and all other property provided by iCIMS in connection with this Agreement.
6. ANALYTICS. Partner acknowledges and agrees that, as part of providing the Integration, iCIMS may collect and use benchmarking, transactional, or performance information or data provided to or collected by iCIMS in connection with providing the Integration and/or iCIMS UNIFi, and/or by the iCIMS servers making available the Integration, including traffic, traffic patterns, activity, activity patterns, page impressions, field and record counts or types, and similar analytics that may be conducted on the Integration, iCIMS UNIFi, Partner Services, Users, or any Data (collectively, “Server Information”). iCIMS at all times retains all Intellectual Property Rights in the Server Information, and it is deemed to be iCIMS’s Confidential Information. For clarity, iCIMS shall ensure any analytics produced therefrom do not contain personal information other than identifying the applicable Partner.
8. DATA PROTECTION AND SECURITY
8.1. Data Protection and Security Safeguards. Partner shall maintain administrative, physical and technical safeguards intended to protect the security, privacy and integrity of Subscriber Data, that in any event are no less rigorous than those applicable to iCIMS in iCIMS’ Data Security & Privacy Statement (available at https://www.icims.com/gc/).
8.2. Audits. Within sixty (60) days following the Effective Date and annually upon request thereafter, iCIMS may perform a security assessment of the Integration and/or Partner Software. This review may include the completion of a security questionnaire, providing proof of completion of successful third-party audits such as SOC1 (SSAE-18)/SOC2 (or industry-standard successor audit), and any associated policy and process documents. Should iCIMS at any time determine in its sole discretion that Partner’s security processes or Integration impose a security risk to iCIMS, Subscribers, or Subscriber Data, iCIMS may suspend Partner’s access to iCIMS’ systems and the Integration (and, for any Partner listed in iCIMS UNIFi, iCIMS may remove such listing and all Partner-related content from iCIMS UNIFi) until any security findings have been remediated to iCIMS’ satisfaction.
8.3. Security Breaches. If Partner knows or has reason to believe that any unauthorized access to or disclosure of iCIMS’ Confidential Information or Subscriber Data has occurred, Partner shall use commercially reasonable efforts to immediately notify iCIMS within no more than six (6) hours of such unauthorized access or disclosure. The Partner shall provide the proposed next steps to resolve the breach and take all necessary steps to resolve or address the matter. Partner shall provide iCIMS with the final root cause analysis and resolution within one (1) week of resolution.
8.4. Data Processing. For this Section 8.4 only, the terms, “Controller”, “Personal Data”, “Processing”, and “Processor”shall have the same meaning as in the GDPR (defined below in Section 10.4, and their cognate terms shall be construed accordingly. Each Party, to the extent that it, along with the other Party, acts as a Processor with respect to Personal Data, will: (i) comply with the instructions and restrictions set forth in its agreement(s) with the Parties’ joint customer; and (ii) reasonably cooperate with the other Party to enable the exercise of data protection rights as set forth in the GDPR and in other applicable data protection and privacy laws and regulations, including, but not limited to, the CCPA (defined below). The Parties acknowledge and agree that: (i) the Parties’ joint customer is the Data Controller with respect to Personal Data; (ii) each Party is acting as a Processor for the Parties’ joint customer, and (iii) neither Party is engaging the other Party to Process Personal Data on its behalf. Where the Parties process Personal Data on behalf of their joint customer, the Parties serve as a Service Provider as defined in CCPA Section 1798.140(v). Under those same circumstances, the joint customer is a Business as defined in CCPA Section 1798.140(c). As such, joint customer discloses Personal Data to the Parties solely for: (i) a valid business purpose; and (ii) the Parties to provide the services. Subject to their respective written agreements with the joint customer, the Parties are prohibited from: (i) selling Personal Data; (ii) retaining, using, or disclosing the Personal Data for a commercial purpose other than providing the services; and (iii) retaining, using, or disclosing the Personal Data outside of the respective agreement with the joint customer. Under no circumstances envisioned in either this Developer Addendum or the respective joint customer agreement are the Parties considered to be a Third Party as defined in CCPA Section 1798.140(w).
9. PAYMENTS. Partner shall pay all fees as set forth on the Fee Schedule (available at www.icims.com/partner/gc). iCIMS may update any annual program fees, or any “per integration” fees in its sole discretion. All fees shall be due on a net thirty (30) day basis from the date of the invoice. If any invoices remain unpaid thirty (30) days past the due date, iCIMS may terminate the Integration for any and all integrated Subscribers, and/or terminate this Developer Addendum.
10. REPRESENTATIONS AND WARRANTIES
10.1. Ownership and Non-Infringement. Partner represents and warrants that: (i) its performance under this Developer Addendum does not and will not infringe or violate any Intellectual Property Rights of any third parties; (ii) Partner is the sole and exclusive owner of the Partner Offering used in the performance of this Developer Addendum; and (iii) Partner has all rights necessary to grant the iCIMS the rights set forth in this Developer Addendum.
10.2. Standards and Purpose. Partner represents and warrants that its performance under this Developer Addendum shall: (i) be provided without material defect in material or workmanship, and consistent with or exceeding generally accepted industry practices and procedures; and (ii) be provided or performed through the use of reasonable care and in a timely, professional and workmanlike manner.
10.3. No Malicious Code. Partner represents and warrants that it will use commercially available software to detect and prevent any Partner Offering from containing any time bomb, worm, virus, lock, drop-dead device, or other similar component of software or electronically stored information that is intended in any manner to (i) damage, destroy, alter, or adversely affect the operation of software, hardware or a service in connection with which any Partner Offering is used, or (ii) reveal, damage, or alter the Subscription or any Subscriber Data, or any technology of or used by Subscribers.
10.4. Data Privacy. Partner represents and warrants that it shall notify all Subscribers with which they have a development agreement that Subscriber Data may be transmitted outside of Partner Services. Additionally, Partner represents and warrants that to the extent the Partner Services store, process or transmit Subscriber Data, neither Partner nor Partner Services will, without appropriate prior Subscriber consent or except to the extent required by applicable law: (i) modify the content of Subscriber Data in a manner that adversely affects the integrity of that Subscriber Data; (ii) disclose Subscriber Data to any third party; or (iii) use Subscriber Data for any purpose other than providing application functionality to users of the Integration and/or Partner Services. Additionally, Partner agrees that any storing, processing, or transmission of Subscriber Data by Partner will be in compliance with all laws, rules and regulations related to data privacy, including, without limitation, Regulation (EU) 2016/679 (“GDPR”) and the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq., and its implementing regulations (“CCPA”), and that any agreement that Partner executes with a Subscriber shall contain all provisions required by the applicable data privacy law(s).
11. SURVIVAL. The Parties acknowledge and agree that Sections 5 (Analytics) and Section 10 (Representations and Warranties) shall survive termination or expiration of this Developer Addendum, as well as any provisions that by their nature should be understood to survive.
12. EFFECT OF TERMINATION. The termination of this Developer Addendum shall not affect the termination of the Master Partner Agreement, or any other addendum, unless such termination notice explicitly terminates the Agreement and/or other addendum. Upon expiration or termination of this Developer Addendum for any reason, each Party shall immediately return to the other Party or destroy (at the other Party’s option) any property belonging to the other Party that is in its possession or control (including Confidential Information), and all rights granted to either Party hereunder immediately shall cease to exist. Further, both Parties agree to promptly refrain thereafter from using any materials of the other Party and take all appropriate steps to remove and cancel its listing in websites, directories, public records or elsewhere, which state or indicate that it is an authorized partner of the other Party.
Developer Addendum 21JANUARY2020