Terms of Service

Agreement to Terms

These Terms of Service ("Terms") form a legally binding agreement between you ("you," "your," or "User") and Culture Shield, Inc. ("Culture Shield," "we," "us," or "our") governing your access to and use of the Culture Shield platform, including our website, applications, and services (together, the "Services").

Please read these Terms carefully before using our Services. By accessing or using the Services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you may not access or use the Services.

We may modify these Terms at any time. We will notify you of material changes via email or through the Services. Continued use of the Services after such modifications constitutes acceptance of the updated Terms.

Eligibility

To use our Services, you must:

• Be at least 16 years of age
• Have the authority to enter into a binding contract
• Not be prohibited from using the Services under applicable law
• Represent an organization with the authority to bind that organization to these Terms, for business accounts

By using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms. References to "you" will refer to both you as an individual and the organization.

Account Registration and Security

Account Creation

To access certain features, you must create an account. You agree to:

• Provide accurate, current, and complete information at registration
• Keep your account information current
• Keep your password confidential and secure
• Notify us promptly of any unauthorized access to your account
• Accept responsibility for all activity that occurs under your account

Account Security

You are responsible for the security of your account credentials. We recommend:

• Using a strong, unique password
• Enabling two-factor authentication when available
• Not sharing your password with others
• Logging out of shared or public computers

Account Termination

We may suspend or terminate your account if we reasonably believe you have violated these Terms, engaged in fraudulent activity, or pose a security risk to the Services or other users.

Services Description

The Culture Shield Platform

Culture Shield provides a SaaS platform for measuring and improving organizational culture, including:

• Culture health pulse surveys and assessments
• Analytics and culture health scoring
• Trend analysis and insights dashboards
• Team and organizational reporting
• Alerts and notifications
• Recommendations for culture improvement

Service Availability

We aim to provide reliable access to our Services. However:

• The Services are provided "as is" and "as available"
• We do not guarantee uninterrupted or error-free access
• Scheduled maintenance may require temporary service interruptions
• We will provide advance notice of planned maintenance when possible

Service Modifications

We may modify, suspend, or discontinue any aspect of the Services at any time, with or without notice. We will not be liable for any modification, suspension, or discontinuation of the Services.

Subscription and Payment Terms

Subscription Plans

Our Services are offered through subscription plans:

• Pricing is based on team size, features, and billing frequency
• Subscription details are available on our pricing page
• We may offer free trials or pilot programs at our discretion
• Custom enterprise plans are available on request

Billing and Payment

• Payment authorization: by subscribing, you authorize us to charge your payment method for all fees
• Billing cycle: subscriptions renew automatically at the end of each billing period
• Payment methods: we accept major credit cards and other payment methods as indicated
• Failed payments: if payment fails, we may suspend access until payment is received
• Price changes: we may change pricing with 30 days' notice to existing subscribers

Refund Policy

• Subscription fees are generally non-refundable
• Refunds may be provided at our discretion for service failures or billing errors
• Contact support@getcultureshield.com for refund requests

Cancellation

You may cancel your subscription at any time through your account settings or by contacting support:

• Cancellation takes effect at the end of your current billing period
• You retain access until the end of your paid period
• No prorated refunds for mid-cycle cancellations
• On cancellation, your data will be retained for 90 days before deletion

User Responsibilities and Conduct

Acceptable Use

You agree to use the Services only for lawful purposes and in accordance with these Terms. You agree NOT to:

• Violate any applicable laws, regulations, or third-party rights
• Use the Services for any fraudulent or malicious purposes
• Interfere with or disrupt the Services or servers
• Attempt to gain unauthorized access to any part of the Services
• Reverse engineer, decompile, or disassemble the Services
• Remove or modify any copyright, trademark, or proprietary notices
• Use automated means (bots, scrapers) to access the Services without permission
• Upload viruses, malware, or other malicious code
• Harass, abuse, or harm other users
• Impersonate any person or entity

Survey Participation

When participating in culture health surveys:

• Provide honest and thoughtful responses
• Respect the anonymity and confidentiality of the process
• Do not attempt to identify or retaliate against other respondents
• Do not share survey links with unauthorized individuals

Data Accuracy

You are responsible for the accuracy and completeness of data you input into the Services, including team rosters, organizational structure, and survey configurations.

Intellectual Property Rights

Our Intellectual Property

The Services, including all content, features, functionality, software, code, designs, graphics, logos, and trademarks, are owned by Culture Shield and are protected by copyright, trademark, and other intellectual property laws.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes.

Your Data

You retain ownership of the data you submit to the Services ("Your Data"), including:

• Organizational information and team rosters
• Survey responses and assessment data
• Custom configurations and settings

By submitting Your Data to the Services, you grant us a worldwide, non-exclusive, royalty-free license to:

• Process, store, and analyze Your Data to provide the Services
• Create anonymized, aggregated data for analytics and research
• Use anonymized data to improve and develop our Services

Feedback and Suggestions

If you provide feedback, suggestions, or ideas about the Services, we may use them without any obligation to compensate you. You grant us a perpetual, irrevocable, worldwide license to use such feedback for any purpose.

Confidentiality

We understand the sensitivity of organizational culture data. We agree to:

• Maintain the confidentiality of Your Data and survey responses
• Not disclose Your Data to third parties except as permitted in our Privacy Policy
• Implement reasonable security measures to protect Your Data
• Only use Your Data for purposes outlined in these Terms and our Privacy Policy

This obligation does not apply to information that (a) is or becomes publicly available through no breach of these Terms, (b) was rightfully in our possession before disclosure, (c) is independently developed by us, or (d) we are required to disclose by law.

Warranties and Disclaimers

Limited Warranty

We warrant that the Services will perform substantially in accordance with our documentation under normal use. If the Services do not conform to this warranty, we will use commercially reasonable efforts to correct the issue.

Disclaimers

EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT
• WARRANTIES REGARDING ACCURACY, RELIABILITY, OR COMPLETENESS OF DATA OR RESULTS
• WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE
• WARRANTIES REGARDING THE RESULTS OR OUTCOMES FROM USING THE SERVICES

Not Professional Advice

The Services provide data, insights, and recommendations related to organizational culture. They do not constitute professional advice (legal, HR, management, or otherwise). You should consult qualified professionals before making business decisions based on the Services.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CULTURE HEALTH SHALL NOT BE LIABLE FOR:

• INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES
• LOST PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES
• DAMAGES RESULTING FROM USE OR INABILITY TO USE THE SERVICES
• DAMAGES RESULTING FROM UNAUTHORIZED ACCESS TO YOUR DATA
• DAMAGES RESULTING FROM ERRORS, MISTAKES, OR INACCURACIES IN THE SERVICES

OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID TO US IN THE 12 MONTHS PRECEDING THE CLAIM, OR $100, WHICHEVER IS GREATER.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for incidental or consequential damages. In such jurisdictions, our liability will be limited to the greatest extent permitted by law.

Indemnification

You agree to indemnify, defend, and hold harmless Culture Shield and our officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use or misuse of the Services
• Your violation of these Terms
• Your violation of any laws, regulations, or third-party rights
• Your Data or any content you submit to the Services
• Any dispute between you and other users of the Services

Dispute Resolution

Informal Resolution

Before filing a formal dispute, you agree to contact us at legal@getcultureshield.com to seek an informal resolution. We will work in good faith to resolve any disputes.

Arbitration Agreement

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services that cannot be resolved informally shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association (AAA).

• Arbitration shall be conducted by a single arbitrator
• Arbitration shall take place in Wilmington, Delaware
• The arbitrator's decision shall be final and binding
• Each party shall bear its own costs and fees

Class Action Waiver

You agree that any arbitration or legal proceeding shall be conducted on an individual basis and not as a class action, consolidated action, or representative action. You waive the right to participate in a class action lawsuit or class-wide arbitration.

Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.

You agree to submit to the personal and exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware for any disputes not subject to arbitration.

General Provisions

Entire Agreement

These Terms, together with our Privacy Policy and any other agreements referenced here, constitute the entire agreement between you and Culture Shield regarding the Services and supersede all prior agreements and understandings.

Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative.

Assignment

You may not assign or transfer these Terms or your rights under these Terms without our prior written consent. We may assign these Terms without restriction. Any attempted assignment in violation of this section shall be void.

Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or government actions.

Export Compliance

You agree to comply with all applicable export and import laws and regulations. You represent that you are not located in a country subject to a U.S. government embargo or designated as a "terrorist supporting" country.

Survival

Provisions that by their nature should survive termination shall survive, including ownership, warranty disclaimers, indemnification, limitation of liability, and dispute resolution.

Contact Information

If you have questions about these Terms or the Services, please contact us: