End User License Agreement

END USER LICENSE AGREEMENT

This End User License Agreement ("Agreement") is entered into by and between CultureWise, LLC, a Massachusetts limited liability company ("CultureWise"), and the client identified on Schedule A (the "Client") as of the last date set forth in the signature lines below (the "Effective Date"). For purposes of this Agreement, "Schedule A" refers to and incorporates the proposal provided by CultureWise and accepted by the Client.

1. DEFINITIONS

1.1 Software

"Software" means the proprietary software as a service (SaaS) platform provided by CultureWise, including all updates, enhancements, and documentation made available to Client during the Term.

1.2 Services

"Services" means the implementation, support, training, consulting, and any coaching or advisory services provided by CultureWise as outlined in Schedule A.

1.3 Authorized Users

"Authorized Users" means employees, contractors, or agents of Client who are authorized by Client to access and use the Software in accordance with this Agreement.

1.4 Client Data

"Client Data" means any data, content, or information submitted by Client or its Authorized Users to the Software, including employee information, organizational data, and any other materials uploaded to the platform.

2. LICENSE GRANT

2.1 Grant of License

CultureWise grants Client a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Software during the Term solely for Client's internal business operations, subject to the terms and conditions of this Agreement.

2.2 Restrictions

Client shall not, and shall ensure that Authorized Users do not:

Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of the Software;
Modify, adapt, translate, or create derivative works based on the Software;
Sublicense, resell, rent, lease, transfer, or otherwise make the Software available to any third party;
Use the Software to develop a competing product or service;
Remove or alter any proprietary notices, labels, or marks on the Software;
Use the Software in any manner that violates applicable laws or regulations.
Ensure that all Authorized Users comply with the terms of this Agreement;
Be solely responsible for the accuracy, quality, legality, and appropriateness of all Client Data;
Maintain the confidentiality of login credentials and promptly notify CultureWise of any unauthorized access or security breach;
Use the Software in accordance with all applicable local, state, and federal laws and regulations;
Obtain and maintain any necessary consents from employees and other individuals whose data is submitted to the Software.
Infringe upon, misappropriate, or violate any third party's intellectual property, privacy, or other legal rights;
Upload, transmit, or store any data that is unlawful, harmful, defamatory, or offensive;
Distribute viruses, malware, or other harmful code;
Attempt to gain unauthorized access to any part of the Software, CultureWise's systems, or data of other clients;
Engage in any fraudulent, deceptive, or illegal conduct.
Client's right to access and use the Software shall immediately cease;
All outstanding fees shall become immediately due and payable;
Each party shall promptly return or destroy the other party's confidential information;
CultureWise will retain Client Data for thirty (30) days following termination, after which it may be permanently deleted. Client may request a data export during this period.
Complete a form on our Website (such as a demo request, contact form, or assessment sign-up);
Register for or attend a webinar or event;
Subscribe to our newsletter or marketing communications;
Become a paying client and use our software or services;
Contact our support team or communicate with us by email, phone, or text.
IP address and approximate geographic location;
Browser type, operating system, and device information;
Pages visited, time spent on pages, and navigation patterns;
Referring URL and search terms used to find our Website;
Cookie identifiers and similar tracking technologies.
To respond to inquiries and communicate with prospective clients who have contacted us through our Website or other channels;
To provide, maintain, and improve our software platform and services;
To process payments and manage client accounts;
To send transactional communications, including account notifications, technical support updates, and service-related messages;
To send SMS or text messages to individuals who have opted in to receive such communications from us (see Section 3 below);
To send marketing communications, including newsletters, event invitations, and promotional content, to individuals who have opted in or where otherwise permitted by applicable law;
To identify and reach out to professionals who have visited our Website and may be interested in our services, using third-party visitor identification tools (see Section 4 below);
To conduct research and analytics to better understand how our Website and services are used;
To comply with legal obligations and enforce our agreements;
To protect the security and integrity of our Website and platform.
By completing a form on our Website (https://culturewise.com) that includes an SMS opt-in checkbox or consent statement;
As a paying client, by providing your mobile number and consenting to receive technical support and service-related text messages from our team.
Marketing messages, including information about CultureWise's services, webinars, events, and offers;
Technical support and service-related messages, including updates about your account, platform notifications, and responses to support inquiries;
Appointment or meeting reminders related to scheduled calls or events.
Email: support@culturewise.com
Phone: 877-472-5050
Twilio, for SMS and communication delivery infrastructure;
Email marketing platforms, for sending newsletters and marketing emails;
CRM platforms, for managing client and prospect information;
Analytics tools, for tracking Website performance and visitor behavior.
Service Providers: We share information with trusted third-party vendors who assist us in operating our Website, platform, and business, including the tools described in Section 4. These providers are bound by contractual obligations to protect your information.
Business Transfers: In the event of a merger, acquisition, or sale of all or substantially all of CultureWise's assets, your information may be transferred to the successor entity, subject to the same privacy protections described in this policy.
Legal Compliance: We may disclose your information if required to do so by law, regulation, legal process, or governmental request, or if we believe in good faith that such disclosure is necessary to protect the rights, property, or safety of CultureWise, our clients, or others.
With Your Consent: We may share your information with third parties when you have given us explicit consent to do so.
Information collected from Website visitors is retained for as long as it is relevant to our sales and marketing activities, typically no longer than 60 days.
Client account information is retained for the duration of the client relationship and for a reasonable period thereafter to fulfill legal and contractual obligations.
SMS opt-in records are retained for a period of no less than four (4) years to comply with applicable telecommunications regulations.
When you request deletion of your information, we will make reasonable efforts to delete or de-identify it, subject to legal retention requirements.
Opt out of marketing emails at any time by clicking the unsubscribe link included in our emails or by contacting us directly;
Opt out of SMS communications at any time by replying STOP (see Section 3.5);
Request access to the personal information we hold about you;
Request correction of inaccurate or incomplete personal information;
Contact us with questions or concerns about our privacy practices.
Right to Know: You have the right to request that we disclose the categories and specific pieces of personal information we have collected about you, the sources from which we collected it, the purposes for which we use it, and the categories of third parties with whom we share it.
Right to Delete: You have the right to request deletion of your personal information, subject to certain exceptions.
Right to Correct: You have the right to request that we correct inaccurate personal information we hold about you.
Right to Opt Out of Sale or Sharing: CultureWise does not sell your personal information. However, certain third-party tracking technologies we use (such as website analytics tools) may constitute "sharing" under California law. You may opt out of such sharing by declining non-essential cookies through our cookie consent banner.
Right to Non-Discrimination: CultureWise will not discriminate against you for exercising your privacy rights.

3. FEES AND PAYMENT

3.1 Fees

Client shall pay CultureWise the fees set forth in the applicable subscription order, proposal, or invoice attached as Schedule A. All fees are stated in U.S. dollars.

3.2 Payment Terms

Fees are due and payable in advance on a monthly basis unless otherwise agreed in writing. CultureWise reserves the right to suspend access to the Software if any payment is more than fifteen (15) days past due.

3.3 Non-Refundable

Except as expressly stated in this Agreement or required by applicable law, all fees are non-refundable. CultureWise does not provide refunds or credits for partial months of service or unused subscription periods.

3.4 Taxes

Client is responsible for all applicable sales, use, value-added, or similar taxes arising from the use of the Software or Services, excluding taxes on CultureWise's income.

4. CLIENT OBLIGATIONS

4.1 General Obligations

Client shall: (a) ensure compliance by Authorized Users with this Agreement; (b) be responsible for the accuracy, quality, and legality of Client Data; and (c) use the Software in accordance with applicable laws.

4.2 Prohibited Uses

Client shall not use the Software to: (a) infringe on any third party’s rights; (b) distribute viruses or harmful code; or (c) engage in any illegal or unethical conduct.

5. TERM AND TERMINATION

5.1 Term

This Agreement shall commence on the Effective Date and continue for the initial subscription period set forth in Schedule A (typically twelve (12) months). Following the initial term, this Agreement will automatically renew for successive one (1) month periods on a month-to-month basis, unless either party provides at least thirty (30) days' prior written notice of non-renewal before the end of the then-current period.

5.2 Termination for Cause

Either party may terminate this Agreement for cause if: (a) the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice describing the breach in reasonable detail; or (b) the other party becomes insolvent, makes an assignment for the benefit of creditors, or is subject to bankruptcy or similar proceedings.

5.3 Effect of Termination

Upon expiration or termination of this Agreement for any reason: Client shall immediately cease use of the Software and any outstanding fees shall become due and payable.

5.4 Survival

The following sections shall survive termination of this Agreement: Sections 1, 4.2, 5.3, 6, 7, 8, 9, 10, 11, and 12.

6. PROPRIETARY RIGHTS

6.1 CultureWise Ownership

CultureWise retains all right, title, and interest in and to the Software, Services, and all related intellectual property rights, including all updates, modifications, enhancements, and derivative works thereof. No rights are granted to Client except as expressly set forth in this Agreement.

6.2 Client Ownership

Client retains all right, title, and interest in and to Client Data. Client grants CultureWise a limited, non-exclusive license to access and use Client Data solely as necessary to provide the Software and Services under this Agreement.

6.3 Feedback

If Client provides CultureWise with suggestions, ideas, or feedback regarding the Software or Services ("Feedback"), CultureWise may use such Feedback without restriction or obligation to Client.

7. CONFIDENTIALITY

7.1 Obligations

Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without prior written consent; and (c) use Confidential Information solely as necessary to fulfill its obligations under this Agreement. "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

7.2 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was rightfully known to the receiving party before disclosure; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the receiving party gives prompt written notice to the disclosing party.

7.3 Duration

Confidentiality obligations shall survive for three (3) years following termination of this Agreement.

8. DATA SECURITY AND PRIVACY

8.1 Security Measures

CultureWise will implement and maintain reasonable and appropriate administrative, technical, and physical safeguards designed to protect Client Data from unauthorized access, use, disclosure, alteration, or destruction.

8.2 Data Use

CultureWise will not access, use, or disclose Client Data except: (a) as necessary to provide the Software and Services; (b) as directed or permitted by Client; or (c) as required by applicable law.

8.3 Data Breach Notification

In the event CultureWise becomes aware of a confirmed security breach affecting Client Data, CultureWise will notify Client without undue delay and, where feasible, within seventy-two (72) hours of discovery. CultureWise will cooperate with Client in investigating and remediating the breach.

8.4 Privacy

CultureWise's collection and use of personal information in connection with the Software is governed by the Privacy Policy set forth in Part Two of this document, which is incorporated herein by reference.

9. WARRANTIES AND DISCLAIMERS

9.1 CultureWise Warranties

CultureWise warrants that: (a) it will provide the Services in a professional and workmanlike manner consistent with industry standards; (b) it has the right and authority to grant the license provided in Section 2.1; and (c) the Software will perform materially in accordance with CultureWise's documentation during the Term.

9.2 Client Warranties

Client warrants that: (a) it has the authority to enter into this Agreement; (b) Client Data does not and will not infringe any third party's intellectual property or other rights; and (c) Client will use the Software in compliance with all applicable laws.

9.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.1, THE SOFTWARE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." CULTUREWISE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. CULTUREWISE DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF SECURITY VULNERABILITIES.

10. LIMITATION OF LIABILITY

10.1 Exclusion of Consequential Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Liability Cap

EXCEPT FOR LIABILITY ARISING FROM: (A) A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (B) BREACHES OF CONFIDENTIALITY OBLIGATIONS; (C) CLIENT'S PAYMENT OBLIGATIONS; OR (D) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO CULTUREWISE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. INDEMNIFICATION

11.1 By CultureWise

CultureWise shall defend, indemnify, and hold harmless Client and its officers, directors, employees, and agents from any third-party claims, damages, and costs (including reasonable attorneys' fees) alleging that the Software, as provided by CultureWise and used in accordance with this Agreement, infringes any U.S. patent, copyright, trademark, or trade secret. CultureWise shall have no obligation under this section to the extent such claims arise from: (a) Client's modification of the Software; (b) use of the Software in combination with other products or services not provided by CultureWise; or (c) Client's use of the Software in violation of this Agreement.

11.2 By Client

Client shall defend, indemnify, and hold harmless CultureWise and its officers, directors, employees, and agents from any third-party claims, damages, and costs (including reasonable attorneys' fees) arising from: (a) Client's use of the Software in violation of this Agreement or applicable law; (b) Client Data, including any claim that Client Data infringes a third party's rights; or (c) Client's breach of any representation or warranty in this Agreement.

11.3 Indemnification Procedure

The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim; (b) grant the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation. The indemnifying party shall not settle any claim in a manner that imposes liability on the indemnified party without its prior written consent.

12. MISCELLANEOUS

12.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of law provisions. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Massachusetts.

12.2 Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in Schedule A by: (a) personal delivery; (b) nationally recognized overnight courier; (c) certified mail, return receipt requested; or (d) email with confirmed receipt. Notices are effective upon receipt.

12.3 Entire Agreement

This Agreement, together with Schedule A and the Privacy Policy in Part Two, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral.

12.4 Amendments

No amendment or modification to this Agreement shall be binding unless made in writing and signed by authorized representatives of both parties. CultureWise reserves the right to update the Privacy Policy (Part Two) with reasonable notice to Client.

12.5 Waiver

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

12.6 Severability

If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.

12.7 Assignment

Client may not assign or transfer this Agreement or any rights hereunder without CultureWise's prior written consent. CultureWise may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. Any purported assignment in violation of this section is void.

12.8 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond that party's reasonable control, including natural disasters, acts of government, pandemics, or failures of third-party infrastructure.

12.9 Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between the parties.

PRIVACY POLICY

This Privacy Policy describes how CultureWise, LLC ("CultureWise," "we," "us," or "our") collects, uses, discloses, and protects personal information in connection with our website located at https://culturewise.com (the "Website"), our software platform, and our services. This policy applies to all visitors to our Website, prospective clients, current clients, and individuals whose information is submitted to our platform by our clients.

By using our Website or services, you acknowledge that you have read and understood this Privacy Policy. If you do not agree with this policy, please do not use our Website or services.

1. INFORMATION WE COLLECT

1.1 Information You Provide Directly

We collect personal information that you voluntarily provide to us, including when you: fill out a form, or become a client,].

The types of personal information we may collect include: your name, job title, company name, business email address, phone number, mobile phone number (if provided for SMS communications), and any other information you choose to provide.

1.2 Information Collected Automatically

When you visit our Website, we and our third-party service providers may automatically collect certain technical information, including:

1.3 Information from Third-Party Tools

We use third-party tools, including RB2B, to help us identify companies and professionals who visit our Website. These tools may collect and process data such as IP addresses and browsing behavior to match website visitors to professional profile information. For more information on how these tools operate, see Section 4 (Third-Party Tools and Cookies) below.

1.4 Client-Submitted Data

Our clients may submit personal information about their employees and other individuals to our software platform as part of using our services (for example, employee names, roles, and engagement data). CultureWise processes this data on behalf of the client, acting as a data processor, in accordance with the EULA in Part One of this document.

2. HOW WE USE YOUR INFORMATION

We use the information we collect for the following purposes:

3. SMS / TEXT MESSAGE COMMUNICATIONS

3.1 Opt-In and Consent

CultureWise may send SMS or text messages to individuals who have provided their mobile phone number and explicitly opted in to receive such communications. You may opt in to SMS communications through the following methods: filling out a form, becoming a client, or agreeing to cookies on the website.

Consent to receive SMS messages is never a condition of purchase or use of our services.

3.2 Types of SMS Messages

Depending on how you have opted in, you may receive the following types of SMS messages from CultureWise: product updates, sales msg, tech support questions.

3.3 Message Frequency

Message frequency varies based on the type of communications you have opted into and your activity with our team. You may receive up to 15 messages per month. Message frequency may vary.

3.4 Message and Data Rates

Standard message and data rates may apply. Rates are determined by your mobile carrier and the terms of your mobile plan. CultureWise is not responsible for any charges imposed by your mobile carrier.

3.5 Opt-Out

You may opt out of SMS communications at any time by replying STOP to any message you receive from us. After opting out, you will receive one final confirmation message and no further SMS messages will be sent. To opt back in, you may reply START or contact us directly.

For assistance, reply HELP to any message or contact us at: support@culturewise.com

3.6 No Sharing of Mobile Numbers

CultureWise does not sell, rent, share, or transfer your mobile phone number to any third party for their own marketing or commercial purposes. Your mobile number is used solely by CultureWise to deliver the communications described in this section.

3.7 Carrier Disclaimer

Carriers are not liable for delayed or undelivered messages. CultureWise is not responsible for any issues arising from carrier delays or failures.

4. THIRD-PARTY TOOLS AND COOKIES

4.1 Cookies and Tracking Technologies

Our Website uses cookies and similar tracking technologies to enhance your experience, analyze Website usage, and support our marketing activities. Cookies are small text files stored on your device. You can control cookie preferences through your browser settings; however, disabling certain cookies may affect the functionality of our Website.

We use a Consent Management Tool (CMT) on our Website to obtain and manage your consent for non-essential cookies and tracking technologies. Non-essential tracking scripts, including those operated by third-party tools such as RB2B, are only activated after you have accepted cookies through our cookie consent banner.

4.2 RB2B — Website Visitor Identification

We use RB2B, a third-party software service, to help us identify individual professionals who visit our Website. RB2B may collect and process data such as your IP address and browsing behavior and may match this information to professional profile data (such as your name, job title, company, and LinkedIn profile) to help us understand who is visiting our Website and reach out to potential customers.

This data is used solely for CultureWise's internal sales and marketing purposes. We do not sell this information.

RB2B's script is only loaded after you have consented to tracking cookies through our Website's cookie consent banner. If you decline non-essential cookies, RB2B's tracking technology will not be activated during your visit.

For more information on how RB2B processes data, please review RB2B's Privacy Policy at www.rb2b.com.

4.3 Other Third-Party Services

We may use other third-party tools for analytics, marketing, and communications, including but not limited to: google analytics, RB2B, HubSpot, Twilio, our own platform.

These service providers are authorized to use your information only as necessary to provide services to CultureWise and are contractually required to protect your information in accordance with applicable law.

5. HOW WE SHARE YOUR INFORMATION

CultureWise does not sell your personal information.

6. DATA RETENTION

We retain personal information for as long as necessary to fulfill the purposes described in this Privacy Policy, unless a longer retention period is required or permitted by law.

7. YOUR RIGHTS AND CHOICES

7.1 All Users

Regardless of your location, you have the right to: stop recieving communications from us at any time.

7.2 California Residents — CCPA Rights

If you are a California resident, you have the rights under the California Consumer Privacy Act (CCPA) and the California Privacy Rights Act (CPRA).

To submit a CCPA request, contact us using the information in Section 9. We will respond to verifiable consumer requests within forty-five (45) days, with a possible extension of an additional forty-five (45) days where necessary.

7.3 Canadian Residents

If you are a Canadian resident, your personal information may be subject to Canada's federal privacy law (PIPEDA) or applicable provincial privacy legislation. You have the right to access, correct, and in some circumstances withdraw consent for the collection or use of your personal information. To exercise these rights, contact us using the information in Section 9.

8. DATA SECURITY

CultureWise maintains reasonable and appropriate administrative, technical, and physical safeguards designed to protect your personal information from unauthorized access, disclosure, alteration, or destruction. These measures include encryption of data in transit and at rest, access controls, and periodic security reviews.

No method of data transmission or storage is 100% secure. While we strive to protect your information, we cannot guarantee its absolute security. If you believe your information has been compromised, please contact us immediately using the information in Section 9.

9. CONTACT INFORMATION

If you have questions, concerns, or requests regarding this Privacy Policy or our privacy practices, please contact us at:

CultureWise, LLC

105 Prairie St.
Concord, MA 01742

Email: support@culturewise.com

Phone: 877-472-5050

Website: https://culturewise.com

10. CHANGES TO THIS PRIVACY POLICY

We may update this Privacy Policy from time to time to reflect changes in our practices, technologies, legal requirements, or for other business reasons. We will post the updated policy on our Website with a revised "Last Updated" date. Where changes are material, we will provide additional notice, such as a prominent notice on our Website or an email notification to registered users. Your continued use of our Website or services after the effective date of any changes constitutes your acceptance of the updated policy.

End User License Agreement & Privacy Policy