Terms & Policies

(a) Subscribers shall refer to Purchase Terms and Fees detailed in any fully executed order form regarding their unique terms and payment.

(b) CULTUREHQ may terminate this Agreement for a material breach that remains uncured for a period of thirty (30) days from notice of said breach to Subscriber. Subscriber will not receive any refund for payments already made by Subscriber in the event CULTUREHQ terminates for an uncured material breach.

(c) Subscriber may terminate this Agreement for a material breach that remains uncured for a period of thirty (30) days from notice of said breach to CULTUREHQ. Subscriber will receive a pro-rata refund for any pre-paid fees for the remaining unused Service fees from the effective date of termination.

(d) Upon termination of this Agreement, access to the Service will terminate. In the event of any such termination, CULTUREHQ will return or destroy (at Subscriber’s option) any Subscriber Data and/or Confidential Information in the possession of CULTUREHQ.

(a) Representations. Subscriber represents and warrants that: (i) Subscriber has all requisite power and authority to execute this Agreement and to perform Subscriber obligations hereunder, (ii) Subscriber is authorized to enter into this Agreement; (iii) Subscriber’s use of the Service is for Subscriber internal business or external branding purposes only, (iv) Subscriber has all rights necessary to copy, modify, display and perform and to allow others to copy, display and perform any Subscriber Data Subscriber creates and/or uploads to the Service, and (v) Subscriber not located in any of the Office of Foreign Assets Control restricted countries.

(b) Covenants. Subscriber agrees to: (i) provide certain true, current, complete and accurate information about Subscriber as required by the subscription process; and (ii) maintain and update according to our modification procedures the information Subscriber provided to CULTUREHQ when subscribing to the Service as needed to keep such information current, complete and accurate. Subscriber further agrees that (w) Subscriber will not knowingly or negligently transmit information that contains viruses or other computer programming defects to or through the Application; (x) Subscriber will comply with all requirements of law, (y) Subscriber will not use the Service for any illegal or illicit activities, and (z) Subscriber will not use the Service in connection with any bulk email, any content or code that infringes the Intellectual Property Rights of any third party, any threatening or obscene materials, or any defamatory, libelous, or other actionable content or statements.

(a) Any data, information, code, media or other files provided by Subscriber and hosted by CULTUREHQ, located on the CULTUREHQ servers, or hosted by a third party on behalf of CULTUREHQ in connection with the Service (collectively, the “Subscriber Data”) and the accuracy, quality, integrity legality, reliability, appropriateness and intellectual property ownership or right to use such Subscriber Data is Subscriber’s sole responsibility. CULTUREHQ has full and free access to Subscriber’s account, Subscriber Data and use of the Service solely for purposes of logging, reviewing errors created by or during the use of the Service, and monitoring and facilitating Subscriber’s use of the Service.

(b) No Subscriber Data, or any part thereof, shall be sold, assigned, leased or otherwise disposed of to third parties by CULTUREHQ or commercially exploited by or on behalf of CULTUREHQ. Upon Subscriber’s request, the termination or expiration of this Agreement for any reason, Subscriber Data shall be promptly returned to Subscriber by CULTUREHQ or destroyed. Subscriber Data shall not be utilized by CULTUREHQ for any purpose other than that of rendering the Services under this Agreement. In no event shall Subscriber Data be stored or accessed by CULTUREHQ outside of the United States.

(c) CULTUREHQ shall have in place and will maintain throughout the term physical, electronic, and procedural safeguards, security provisions and controls that are reasonably designed to maintain and protect the confidentiality, integrity and availability of all Subscriber Data, any personally identifiable information, Subscriber content, and other Subscriber confidential information.

(d) CULTUREHQ shall: (i) not permit unauthorized persons or entities to access Subscriber’s account, without Subscriber’s express written authorization; (ii) use all reasonable security measures so as to minimize the threat of unauthorized access to Subscriber’s account; (iii) use generally recognized, up-to-date Malicious Code detection or scanning programs to protect Subscriber’s account; and (iv) immediately notify Subscriber in the event that CULTUREHQ discovers an unauthorized access or Malicious Code.

All right, title, and interest in and to all CULTUREHQ Intellectual Property Rights are owned by CULTUREHQ or its licensors. Subscriber retains ownership of the intellectual property rights in its pre-existing materials, including Subscriber Data.

The parties agree not to permit access to or to disclose the other party’s Confidential Information, except to its authorized employees and contractors who are bound by confidentiality agreements. “Confidential Information” includes documents, data, software and information which are clearly identified as “Confidential” or “Proprietary”, disclosed orally and confirmed in writing within 10 days, or which a reasonable person would understand to be confidential.

(a) CULTUREHQ shall maintain availability of the CULTUREHQ Software and Application at a rate of 99.9%, measured monthly, excluding weekends, holidays, scheduled maintenance, emergency maintenance, or due to other causes beyond CULTUREHQ’s reasonable control. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND CULTUREHQ DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED.

(b) EXCEPT FOR A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS OR LIABILITY ARISING FROM CULTUREHQ’S INDEMNITY OBLIGATIONS, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, LOSS OF DATA OR USE OF DATA OR INTERRUPTION OF BUSINESS.

(c) IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE TOTAL FEES PAID BY SUBSCRIBER TO CULTUREHQ UNDER THIS AGREEMENT.

If a third party makes a claim against Subscriber that any Material furnished by CULTUREHQ infringes its intellectual property rights, CULTUREHQ, at its sole cost and expense, will defend Subscriber against the claim and indemnify Subscriber.

10. Technical Support. CULTUREHQ shall provide reasonable technical support to Subscriber during normal business hours via email and the Application.

12. Right of Refusal. CULTUREHQ reserves the right to refuse service to any prospective or current Subscriber at its sole discretion.

13. Notices. All notices under this Agreement shall be in writing and delivered to the addresses specified in the applicable order form or to such other address as either party may designate.

14. Severability. If any provision of this Agreement is found unenforceable, the remaining provisions shall continue in full force and effect.

15. Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of all or substantially all of its assets.

16. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

17. Interpretation. The headings in this Agreement are for convenience only and shall not affect its interpretation.

18. Export Restrictions. Subscriber shall comply with all applicable export control laws and regulations of the United States.

19. Force Majeure. Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, terrorism, pandemic, or government action.

20. Survival. Sections relating to ownership, confidentiality, limitation of liability, indemnification, and general provisions shall survive termination of this Agreement.

21. Entire Agreement. This Agreement, together with any order forms, constitutes the entire agreement between the parties and supersedes all prior understandings, agreements, and representations.