Relevant MSA clauses
There are two parts of the MSA that we often get questions about when it comes to what Gem can and will do with data on the platform, covering two different types of data. All of the following can be shared with customers.
Customer Data
Section 3.4 says:
Customer Data. Customer grants Gem and its Affiliates a worldwide, non-exclusive, royalty-free license to host, copy, display, distribute, access, use, and process Customer Data, and provide necessary access to third party service providers acting on its behalf, such as hosting services providers, to (i) develop, provide, maintain, and improve the Services, (ii) to prevent or address service or technical problems or at Customer’s request in connection with customer support matters, or (iii) as compelled by law or as instructed by Customer in writing (by email or acceptance via other electronic means made available by Service Provider is deemed sufficient).
This is a basic requirement of providing the SaaS service. Gem must retain these rights to process Customer Data in order to provide the Gem services e.g. without the right to process and display Customer Data, we would not be able to provide customer’s with access to their data on gem.com. Because we use third party service providers to provide the services (AWS and Heroku are the most relevant examples here), we must also extend those rights to them as well. The ‘develop’, ‘maintain, and improve’ requirements are included because we may uncover issues with the platform or improvements that we can make to the platform that are specific to pieces of Customer Data. A very simple example would be if a customer added a candidate with an exceptionally long name that caused part of the extension to render incorrectly, we would fix that issue but would effectively be using Customer Data to do so as that was where the problem was highlighted.
Aggregate Data
Section 3.5 includes the following:
Gem may derive aggregated data, information and content from Customer Data, and may aggregate the same with data regarding or derived from Customer’s use of the Services (“Aggregate Data”), and may use, modify and disclose Aggregate Data to develop, improve, market and provide Gem’s products and services, analyze and report on performance and use of the Services, or otherwise operate its business, provided that such use will be in a manner that does not disclose to any third party the identity of Customer, any personnel or individual candidate of Customer, or identify Customer as the source of such data to any third party.
There are two types of use cases for this Aggregate Data. The first is basic platform utilization data that we would use to evaluate how users are accessing their enabled features and where those user behavior trends might indicate areas where we could improve the platform. A basic example would be the number of users who start the process of enabling a feature, like creating a pipeline analytics report, but fail to complete the process. We would use the aggregate, anonymous statistics of what percentage of customers failed to progress beyond step three to identify that part of the platform as needing improvement.
The second use case is the creation of benchmarking reports and derived insights across customers. A common example of this would be developing a benchmark report that covers the effectiveness of multi-stage sequences. We would aggregate the count of sequences of 3 or more stages sent across all customers and the count of responses tracked for each stage. All of the Aggregate Data used by Gem is fully anonymized and cannot be used in any way to reidentify a customer or candidate.
Can we accept changes to these clauses?
Because all customers benefit directly from Gem’s use of both types of data, we will generally not accept redlines to these clauses.
- Relevant MSA clauses
- Customer Data
- Aggregate Data
- Can we accept changes to these clauses?