Terms and Conditions

This Terms and Conditions ("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.

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:

  • 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.

4.2 Prohibited Uses

Client shall not use the Software to, and shall ensure that Authorized Users do not:

  • 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.

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'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.

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, 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, 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 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.