Service Description IBM Kenexa Talent Optimization This Service Description describes the Cloud Service IBM provides to Client. Client means the company and its authorized users and recipients of the Cloud Service. The applicable Quotation and Proof of Entitlement (PoE) are provided as separate Transaction Documents 1. Cloud Service 1.1 IBM Kenexa Talent Optimization The following components make up the IBM Kenexa Talent Optimization Cloud Service offering. 1.1.1 IBM Kenexa Talent Manager on Cloud This base offering provides a platform that enables a Client to implement and deploy one or more of the talent management modules. a. IBM Kenexa Talent Manager on Cloud Succession Planning provides the ability to: (1) designate employees as succession candidates for defined roles via either search or nomination mechanisms; (2) view, discuss, compare and rank candidates; (3) retrieve final position slate details either via the plan or through the reporting tool; and (4) view gaps against skills/competencies defined by Client and track employee s progress towards addressing such gaps. b. IBM Kenexa Talent Manager on Cloud Performance Management provides the ability to: (1) create individual and organizational performance objectives and track progress against objectives for employees and managers; (2) define approval workflow for objective setting; (3) capture objective alignment and allow it to be viewed in aggregate or individual detail. (4) define appraisal content, including some or all of the performance objectives created for employees; (5) define unique scores that are associated with some, or all, of the appraisal content, including the use of weights and / or group weights, if desired; (6) define appraisal workflow and print appraisals; and (7) oversee the process by administrative/hr personnel and for process compliance purposes. 1.1.2 IBM Connections Social Cloud The following capabilities are included in this component feature base offering. Social Dashboard - provides a single view of Client s social business network with access to applications and meetings, and a view of events and content for access to in progress work items, support forums, profile and storage information. People allows Client to manage profiles and contacts across Client s business network inside and outside of Client s organization. File storage and sharing provides the ability to upload and store files in a centralized library, where files may be access controlled to be private or shared with individual users or groups, as readers or authors. File information such as updates, version history, comments, download history, tagging and file check-in/check-out is provided. Communities, Blogs, and Wikis provides the ability to work together with people with shared files, activities, and bookmarks, create and share new communities with customized permissions, search for content across communities, send community emails, create and manage community surveys, create wikis, blogs and ideation blogs, and discussion forums. Activities allows for a team space for tasks such as tracking to-dos, information and actions around a topic or meeting. i126-6524-03 (11/2015) Page 1 of 6
Instant Messaging enables real time communication with individuals and groups, view availability for contacts, create custom groups, and contact information. Mobile apps for IBM Connections and IBM Sametime. Guest Access provides the ability to invite guests who can collaborate and work on content shared with them with a subset of the social collaboration and meeting capabilities. 1.2 IBM Kenexa Talent Optimization with Compensation Planning The following components make up the IBM Kenexa Talent Optimization with Compensation Planning Cloud Service offering. 1.2.1 IBM Kenexa Talent Manager on Cloud This base offering provides a platform that enables a Client to implement and deploy one or more of the talent management modules. a. IBM Kenexa Talent Manager on Cloud Succession Planning provides the ability to: (1) designate employees as succession candidates for defined roles via either search or nomination mechanisms; (2) view, discuss, compare and rank candidates; (3) retrieve final position slate details either via the plan or through the reporting tool; and (4) view gaps against skills/competencies defined by Client and track employee s progress towards addressing such gaps. b. IBM Kenexa Talent Manager on Cloud Performance Management provides the ability to: (1) create individual and organizational performance objectives and track progress against objectives for employees and managers; (2) define approval workflow for objective setting; (3) capture objective alignment and allow it to be viewed in aggregate or individual detail; (4) define appraisal content, including some or all of the performance objectives created for employees; (5) define unique scores that are associated with some or all of the appraisal content, including the use of weights and / or group weights, if desired; (6) define appraisal workflow and print appraisals; and (7) oversee the process by administrative/hr personnel and for process compliance purposes. c. IBM Kenexa Talent Manager on Cloud Compensation Planning provides the ability to: (1) create and distribute compensation budgets for base pay, bonus, and stock programs to managers for purposes of collecting and approving compensation recommendations; (2) allow for rule definition regarding recommended guidelines and whether those guidelines are enforced or provided as suggestions; (3) calculate compensation recommendation guidelines based on Performance Management output/scores or as a value imported manually by Client; and (4) allow for executive over-rides as compensations budget roll up to higher level managers. 1.2.2 IBM Connections Social Cloud The following capabilities are included in this component feature base offering. Social Dashboard provides a single view of Client s social business network with access to applications and meetings, and a view of events and content for access to in progress work items, support forums, profile and storage information. People allows Client to manage profiles and contacts across Client s business network inside and outside of Client s organization. File storage and sharing provides the ability to upload and store files in a centralized library, where files may be access controlled to be private or shared with individual users or groups, as readers or authors. File information such as updates, version history, comments, download history, tagging and file check-in/check-out is provided. i126-6524-03 (11/2015) Page 2 of 6
Communities, Blogs, and Wikis provides the ability to work together with people with shared files, activities, and bookmarks, create and share new communities with customized permissions, search for content across communities, send community emails, create and manage community surveys, create wikis, blogs and ideation blogs, and discussion forums. Activities allows for a team space for tasks such as tracking to-dos, information and actions around a topic or meeting. Instant Messaging enables real time communication with individuals and groups, view availability for contacts, create custom groups, and contact information. Mobile apps for IBM Connections and IBM Sametime. Guest Access provides the ability to invite guests who can collaborate and work on content shared with them with a subset of the social collaboration and meeting capabilities. 1.3 IBM Kenexa Talent Optimization with Performance Succession The following components make up the IBM Kenexa Talent Optimization with Performance Succession Cloud Service offering. 1.3.1 IBM Kenexa Talent Manager on Cloud This base offering provides a platform that enables a Client to implement and deploy one or more of the talent management modules. a. IBM Kenexa Talent Manager on Cloud Succession Planning provides the ability to: (1) designate employees as succession candidates for defined roles via either search or nomination mechanisms; (2) view, discuss, compare and rank candidates; (3) retrieve final position slate details either via the plan or through the reporting tool; and (4) view gaps against skills/competencies defined by Client and track employee s progress towards addressing such gaps. b. IBM Kenexa Talent Manager on Cloud Performance Management provides the ability to: (1) create individual and organizational performance objectives and track progress against objectives for employees and managers; (2) define approval workflow for objective setting; (3) capture objective alignment and allow it to be viewed in aggregate or individual detail; (4) define appraisal content, including some or all of the performance objectives created for employees; (5) define unique scores that are associated with some, or all, of the appraisal content, including the use of weights and / or group weights, if desired; (6) define appraisal workflow and print appraisals; and (7) oversee the process by administrative/hr personnel and for process compliance purposes. 1.4 Optional Features 1.4.1 IBM Kenexa Talent Insights for Optimization This optional feature is a talent analytics solution that helps enable users to quickly gain insight from their talent optimization data. Additional sources of data may be used and may require data integration services. Data from IBM Kenexa Talent Acquisition Cloud Service offering may not be used. The following capabilities are included in this optional feature. Guided data discovery provides the ability for users to select from a set of predefined Talent Questions to initiate data discovery. Ad-hoc data discovery with natural language text provides the ability for users to use natural language text to initiate data discovery. Additional data sources provides the ability to perform data discovery upon the following data sources may require data integration services. IBM Kenexa Behavioral Assessments for Executive Roles on Cloud; IBM Kenexa Behavioral Assessments for Hourly Roles on Cloud; IBM Kenexa Behavioral Assessments for i126-6524-03 (11/2015) Page 3 of 6
Professional and Managerial Roles on Cloud; IBM Kenexa Prove It! Add-ons; IBM Kenexa Rated Behavioral Assessments for Managerial and Leadership Roles on Cloud; IBM Kenexa Skills Assessments on Cloud; IBM Kenexa CompAnalyst Enterprise on Cloud, IBM Kenexa CompAnalyst Executive for Compensation Consultants on Cloud; IBM Kenexa CompAnalyst Executive; IBM Kenexa CompAnalyst Job Description Builder; IBM Kenexa CompAnalyst Market Data on Cloud; IBM Kenexa CompAnalyst Market Data Limited for US on Cloud; IBM Kenexa CompAnalyst Market Data Reporting; IBM Kenexa CompAnalyst Premier on Cloud; IBM Kenexa Compensation Add-On Offerings on Cloud; IBM Kenexa IPAS on Cloud; IBM Kenexa Competency Manager on Cloud; IBM Kenexa Interview Builder on Cloud; IBM Kenexa Predictive Hiring for Hourly Roles; IBM Kenexa Predictive Hiring for Professional and Managerial Roles; IBM Kenexa Predictive Retention; IBM Kenexa Skills Manager on Cloud; IBM Kenexa Survey Advantage Entry on Cloud; IBM Kenexa Survey Advantage on Cloud; IBM Kenexa Talent Frameworks; IBM Kenexa Talent Manager on Cloud; IBM Kenexa Workforce Readiness. Single sign on access via Talent Optimization provides access through a web browser via IBM Kenexa Talent Optimization and is hosted in a multi-tenant environment. Language provides English only as supported language. 2. Security Description This Cloud Service follows IBM s data security and privacy principles for IBM SaaS which are available at https://www.ibm.com/cloud/resourcecenter/content/80 and any additional terms provided in this section. Any change to IBM s data security and privacy principles will not degrade the security of the Cloud Service. This Cloud Service is US-EU Safe Harbor certified. 3. Service Level Agreement IBM provides the following availability service level agreement ( SLA ) for the Cloud Service as specified in a POE. The SLA is not a warranty. The SLA is available only to Client and applies only to use in production environments. This SLA is only applicable to the Cloud Service offerings that contain the following component services, and only to the functions of these specific components, not the entire Cloud Service: IBM Kenexa Talent Manager on Cloud IBM Connections Social Cloud The SLA also applies to the following Cloud Service in its entirety: IBM Kenexa Talent Insights for Talent Optimization 3.1 Availability Credits Client must log a Severity 1 support ticket with the IBM technical support help desk within 24 hours of first becoming aware of an event that has impacted the Cloud Service availability. Client must reasonably assist IBM with any problem diagnosis and resolution. A support ticket claim for failure to meet an SLA must be submitted within three business days after the end of the contracted month. Compensation for a valid SLA claim will be a credit against a future invoice for the Cloud Service based on the duration of time during which production system processing for the Cloud Service is not available ( Downtime ). Downtime is measured from the time Client reports the event until the time the Cloud Service is restored and does not include time related to a scheduled or announced maintenance outage; causes beyond IBM s control; problems with Client or third party content or technology, designs or instructions; unsupported system configurations and platforms or other Client errors; or Client-caused security incident or Client security testing. IBM will apply the highest applicable compensation based on the cumulative availability of the Cloud Service during each contracted month, as shown in the table below. The total compensation with respect to any contracted month cannot exceed 10 percent of one twelfth (1/12th) of the annual charge for the Cloud Service. For bundled Cloud Services (individual Cloud Service offerings packaged and sold together as a single offering for a single combined price), the compensation will be calculated based on the single combined monthly price for the bundled Cloud Service, and not the monthly subscription fee for each individual Cloud Service. Client may only submit claims relating to one individual Cloud Service in a bundle at a given time. i126-6524-03 (11/2015) Page 4 of 6
3.2 Service Levels Availability of the Cloud Service during a contracted month Availability during a contracted month Compensation (% of monthly subscription fee* for contracted month that is the subject of a claim) 93.0% - 99.2% 5% Less than 93% 10% * If the Cloud Service was acquired from an IBM Business Partner, the monthly subscription fee will be calculated on the then-current list price for the Cloud Service in effect for the contracted month which is the subject of a claim, discounted at a rate of 50%. IBM will make a rebate directly available to Client. Availability, expressed as a percentage, is calculated as: the total number of minutes in a contracted month minus the total number of minutes of Downtime in a contracted month divided by the total number of minutes in the contracted month. Example: 500 minutes total Downtime during contracted month 43,200 total minutes in a 30 day contracted month 500 minutes Downtime = 42,700 minutes 43,200 total minutes = 5% Availability credit for 98.8% availability during the contracted month 4. Technical Support Baseline Client support is provided with the Cloud Service offering and Enabling Software, as applicable, during the subscription term. The technical and Client support available is detailed at: http://www.ibm.com/software/support/kenexa/suite.html 5. Entitlement and Billing Information 5.1 Charge Metrics The Cloud Service is available under the charge metric specified in the Transaction Document: Employee is a unit of measure by which the Cloud Service can be obtained. An Employee is a unique person employed in or otherwise paid by or acting on behalf of Client s Enterprise, whether or not given access to the Cloud Service. Sufficient entitlements must be obtained to cover the number of Employees during the measurement period specified in the PoE or Transaction Document. 5.2 Set-Up Charges The amount payable for the Cloud Service is specified in the Transaction Document. 5.3 Partial Month Charges A partial month charge as specified in the Transaction Document may be assessed on a pro-rated basis. 5.4 Overage Charges If actual usage of the Cloud Service during the measurement period exceeds the entitlement specified in the PoE, Client will be charged for the overage as specified in the Transaction Document. 6. Term and Renewal Options The term of the Cloud Service begins on the date IBM notifies Client of their access to the Cloud Service, as documented in the PoE. The POE will specify whether the Cloud Service renews automatically, proceeds on a continuous use basis, or terminates at the end of the term. For automatic renewal, unless Client provides written notice not to renew at least 90 days prior to the term expiration date, the Cloud Service will automatically renew for the term specified in the POE. For continuous use, the Cloud Service will continue to be available on a month to month basis until Client provides 90 days written notice of termination. The Cloud Service will remain available to the end of the calendar month after such 90 day period. i126-6524-03 (11/2015) Page 5 of 6
7. Additional Information 7.1 Normative Data Notwithstanding anything to the contrary, for normative research, analyses and reporting purposes only, IBM may retain and use Client content provided to IBM under this Service Description in aggregated, anonymous format (i.e., so that Client cannot be identified as the source of the confidential information and so that personally identifiable information allowing the identification of individual employees and/or applicants is removed). The provisions of this section will survive the termination or expiration of the transaction. 7.2 Return or Removal of Client Data Upon Client s written request following termination or expiry of either this Service Description or the Agreement, IBM, subject to its backup and retention policies, will delete or return to Client all proprietary content made available to the Cloud Service. 7.3 Data Collection Client agrees that IBM may use cookies and tracking technologies to collect personally identifiable information in gathering usage statistics and information designed to help improve user experience and/or to tailor interactions with users in accordance with http://www-01.ibm.com/software/info/productprivacy/index.html. Where required by applicable law, Client has notified the users and obtained their consent to do all of the above. 7.4 Data Processing For transactions performed in all EU Member States, Iceland, Liechtenstein, Norway and Switzerland, the following terms apply: Client agrees that IBM may process Content including any Personal Data across a country border to the following countries: England, India, Ireland, and the USA, as well as Japan and the Netherlands solely for IBM Connections Social Cloud. Depending on Client s specific service support structure, Client also agrees that IBM may process Content including any Personal Data across a country border to these additional following countries: Australia, Brazil, Canada, China, France, Finland, Germany, Hong Kong, Japan, New Zealand, Latin America, Mexico, Netherlands, Poland, Singapore, South Africa, Spain, Sweden, Switzerland, and UAE. Client agrees that IBM may, on notice, vary this list of country locations when it reasonably determines it necessary for the provision of the Cloud Services. When IBM's US-EU and US-Swiss Safe Harbor Frameworks do not apply to a transfer of EEA or Swiss Personal Data, the parties or their relevant affiliates may enter into separate standard unmodified EU Model Clause agreements in their corresponding roles pursuant to EC Decision 2010/87/EU with optional clauses removed. All disputes or liability arising under these agreements, even if entered into by affiliates, will be treated by the parties as if the dispute or liability arose between them under the terms of this Agreement. i126-6524-03 (11/2015) Page 6 of 6