1.1 

Agreement to Provide Services. Subject to the terms and conditions of these Terms of Service and

during the term of these Terms of Service, Culturefy will provide to Customer access to the Services purchased 

through and described on the Culturefy website at www.Culturefy.com and itssub domains(the “Culturefy Site“). 

Customer’s Services start on the date of the beginning of the Term as defined in Section 12. Customer understands 

and agrees that by using the on-line registration process and agreeing to the terms of these Terms of Service, 

Customer has made a binding selection to utilize the Culturefy Platform and the type of Services to be provided 

with the Platform, and all associated specifications, prices, policies, and documentation related to use of the 

Platform and any delivery of the Services.

2.1 

Culturefy may modify these Terms of Service or any policy or other terms referenced in these

Terms of Service including but not limited to the Privacy Policy and, if applicable, the EU Data Protection

Addendum (collectively, “Additional Policies“) at any time by posting a revised version of the Terms of Service and

the Additional Policies on the Culturefy Site. Unless otherwise set forth in these Terms of Service, the revised terms

shall be effective (a) fifteen (15) days after posting and/or notifying Customers of the changes; or (b) upon

Customer’s acceptance if Culturefy provides a mechanism for Customer’s immediate acceptance of the revised 

terms, such as a click-through confirmation or acceptance button, whichever occurs first. Continued performance 

by Culturefy of its obligations hereunder is adequate consideration for any such revisions.

 By continuing to use or receive the Services after the effective date of any revisions to these Terms of Service or any Additional Policies, 

Customer agrees to be bound by the revised Terms of Service or any revised Additional Policies. It is Customer’s

responsibility to check the websites listed herein regularly for changes to these Terms of Service or the Additional 

Policies, as applicable. If Customer disagrees with any modifications to these Terms of Service, Customer’ssole and

exclusive remedy shall be to terminate the receipt of Services in accordance with Section 12 herein.

3.1 

License. Subject to the terms and conditions oftheseTerms of Service,Culturefy grants to Customer a

non-exclusive, non-transferable, revocable license during the Term (as defined in Section 12), without the right to 

sublicense, to (i) use the software and other technology supplied by Culturefy to enable Customer to receive or

access the Services (the “Culturefy Platform“) solely for the purposes of accessing and using the Services; and (ii) 

use the Culturefy Documentation in connection with the Customer’s use of the Culturefy Platform. Except for the

limited licenses granted hereunder, Culturefy reserves all rights not expressly granted and no such additional rights 

may be implied.

3.2

Ownership. Customer acknowledges that (i) all right, title and interest in and to the Services,

including the Culturefy Platform and Culturefy Documentation therein, and all patents, copyrights, trade secrets, 

trademarks, trade names, service marks, slogans, logos, other trade-identifying symbols and other proprietary and 

intellectual property rights embodied therein or associated therewith, are and shall remain with Culturefy or its third

party licensors; (ii) no right or interest in the Services or the Culturefy Platform is conveyed other than the limited

licenses granted herein; (iii) the Services, the Culturefy Documentation and the Culturefy Platform are protected by

copyright and other intellectual property laws; and (iv) Culturefy asserts that the Services, the Culturefy

Documentation and the Culturefy Platform embody valuable confidential and secret information of Culturefy or its 

licensors, the development of which required the expenditure of considerable time and money.

3.3 

No Modification. Customer agreesthat Customershall not (i) modify or alter the Culturefy Platform;

(ii) create derivative works of the Culturefy Platform; (iii) decompile, disassemble, decode or reverse engineer the

Culturefy Platform, translate the Culturefy Platform or otherwise attempt to learn the source code, structure, 

algorithms or internal ideas underlying the Culturefy Platform or reduce the Culturefy Platform by any other means

to a human perceivable form; or (iv) bypass, delete or disable any copy protection mechanisms or any security 

mechanisms.

3.4 

License toCustomerContent.In connection with the Services, Customer grants Culturefy a nonexclusive, transferable, royalty-free license during the Term to use Customer’s trademarks, trade names, service 

marks, slogans, logos, other trade-identifying symbols and all content provided by Customer to Culturefy

(“Customer Content“)in connection with the advertising, promotion and sale of Customer’s products, services or 

business, and to sublicense such Customer Content to third parties in connection with the provision of such 

Services. Customer acknowledges that any on-line coupon or similar marketing offer, deal or advertisement to

market its products or services (each, an “Offer“) posted on Third-Party Partner Site(s) may not carry the Culturefy

trademark or branding. Customer further acknowledges and agreesthat Culturefy or its sublicensees may modify 

Customer Content in order to effectively provide the Services ordered inCulturefy’sreasonable discretion, provided,

that none of such modifications shall materially alter the terms of any Offer without Customer’s prior written 

consent.

3.5

Certain Other Obligations.Customer agreesthatCustomer(i)shall notsell, transfer, lend, provide or

otherwise make available, or disclose to third parties, the Services or any components thereof; (ii) shall not obscure, 

alter or remove any notice of any copyright, trademark, trade name, service mark, logo, or other intellectual 

property or proprietary right designation appearing on or contained within the Services, the Culturefy Platform, the 

Documentation or on any other Culturefy materials; and (iii) shall take all reasonable precautions to prevent 

unauthorized or improper use of the Services.

3.6

Non-Assertion of Claims. During the term of these Terms of Service, Customer will not assert, nor 

will Customer authorize, assist, or encourage any third party to assert, against Culturefy or any related party, any

patent infringement or other intellectual property infringement claim with respect to the Culturefy Platform, 

Culturefy Documentation or the Services.

3.7 

Feedback and Comments. In the event Customer elects, in connection with any of the Services, to 

communicate to Culturefy suggestions for improvements to the Services (“Feedback“), Culturefy shall be entitled to

use the Feedback without restriction and Feedback will not be treated as confidential to Customer. Customer hereby 

grants to Culturefy a royalty-free, sub-licensable, transferable, perpetual, irrevocable worldwide license in and to the 

Feedback to use in any manner related to the operation of its business. In addition, Culturefy hereby disclaims any 

and all liability for any comments, drawings, depictions, audio clips or other content made available on the 

Culturefy Site by Customers of the Culturefy Site generally (“Comments“). Further Culturefy (i) shall have a royaltyfree, sub licensable, transferable, perpetual, worldwide, irrevocable license in and to such Comments to use in any 

manner related to the operation of its business, and (ii) reservesthe right to remove any such Content from the 

Culturefy Site immediately in its sole discretion.

4.1 

Fees. In consideration for use of the Platform, the Software, and the provision of Services to

Customer, Customer will pay to Culturefy all Services fees (“Fees“) due in advance according to the Service Order.

Charges are exclusive of all applicable taxes, which may be billed to Customer in addition to the Fees. Culturefy will

provide Customer fourteen (14) days advance notice for any increase in fees or addition of new fees for any 

existing Services. Customer’s continued use of the Services after a fee increase will constitute Customer’s 

agreement to the increase in service fees.

4.2

Billing, Invoicing and Payment Terms. Culturefy will charge Customer the Fees and applicable taxes 

for the Services rendered in advance for each billing period on or after the first day of such billing period. If 

Customer is paying by credit card, ACH, or other electronic funds transfer, (a) Customer hereby irrevocably 

authorizes Culturefy to charge the credit card or other payment method provided for any such amounts when due, 

(b) amounts due will be automatically charged, in advance, and (c) if Customer’s credit card expires, Customer

hereby gives Culturefy permission to submit the credit card charge with a later expiration date. All billing disputes

must be emailed to support@Culturefy.com within fourteen (14) days of delivery of the billing statement, and 

disputes not made within that time are waived by Customer. Late payments, including those resulting from credit

card declines that the Customer has attempted to follow up on hereunder will accrue interest at a rate of one and 

one-half percent (1 1/2 %) per month, or the highest rate allowed by applicable law, whichever is lower. Culturefy

reserves the right to have Customer complete a credit application to determine Customer’s creditworthiness as a 

condition of receiving further Services. If Culturefy must initiate a collections process to recover Fees due and

payable hereunder, then Culturefy shall be entitled to recover from Customer all costs associated with such 

collections efforts, including but not limited to reasonable attorneys’ fees. In the event Culturefy delivers to

Customer an invoice for any Fees or interest payments owed hereunder, such invoiced amounts shall be due within 

fourteen (14) days of the date of such invoice. In the event an account is past due and Customer requests to cancel 

per Section 12, Customer is required to pay for the month of service from their initial bill date decline

5.1 

Communications. Customer isresponsible for obtaining and maintaining all of the appliances,

hardware, software, and services that Customer may need to internally access and use the Platform, Software, and the 

Services. Without limiting the foregoing, Customer must obtain and maintain, and pay all charges, taxes and other 

costs and fees related to, Internet access, telephone, computer, and other equipment, and any communications or 

other charges incurred by Customer to access and use the Services.

5.2

Customer Management. Customer issolely and fully responsible for complying with the Telephone 

Consumer Protection Act (TCPA) and the Controlling theAssault of Non-Solicited Pornography and Marketing

(CAN-SPAM) Acts and applicable foreign and international laws pertaining to marketing messages, and Customer 

assumes full responsibility for ensuring that marketing messages are only sent to those who are legally eligible to 

receive them. Customer’s obligations with respect to customer management include those more fully described in 

Section 5.7 below.

5.3

Passwords. Customer is responsible for protecting and safeguarding any keys, certificates,

passwords, access codes, Customer IDs or other credentials and login information (collectively, “Passwords“) that

have been provided to Customer or that are generated in connection with Customer’s use of the Services. Customer 

will not disclose or make available any Passwords other than to Customer authorized employees and shall use all 

commercially reasonable efforts to prevent unauthorized access to, or use of, the Passwords or the Services. 

Customer is solely and fully responsible for all activities that occur in connection with Customer’sPasswords.

Without limiting the foregoing,Customerisresponsible for all charges and liabilities applicable to data and 

information transmitted to and stored under Customer’s account on the Services. In the event Customer believes the 

Passwords have been compromised, Customer is solely responsible for notifying Culturefy immediately by email to

support@Culturefy.com.

5.4

Downtime.Customer acknowledgesthatCustomer’s accessto and use ofthe Services may be 

suspended for the duration of any scheduled or unscheduled downtime or unavailability of any portion or all of the 

Services for any reason, including as a result of power outages,system failures or other interruptions, or any other 

acts, omissions or failures on the part of Culturefy.

5.5

Suspension,Limitation orTermination.Culturefy shall be entitled, without liability toCustomer, to

immediately suspend, terminate orlimitCustomer’s access to the Services at any time in the event (i) that Culturefy

determines, in its sole discretion, that the Services are being used in violation of applicable federal, state or local 

law or ordinance, these Terms of Service, or any agreement applicable to the Services; (ii) that Culturefy, in itssole

discretion, determinesthat the Services are being used in an unauthorized, inappropriate, or fraudulent manner; (iii) 

that Culturefy determines that the use of the Services adversely affects Culturefy’s equipment or service to others;

(iv) Culturefy is prohibited by an order of a court or other governmental agency from providing the Services; (v) of 

a denial of service attack or any other event which Culturefy determines, in its sole discretion, may create a risk to 

the Services or to any other customers if the Services were not suspended; or (vi) of a security incident or other

disaster that impacts the Services or the security of Customer Data. In addition, Culturefy shall have the right to 

immediately deny or suspend access to the Culturefy Platform or Services in the event Culturefy is not paid any

amount due in connection with the Services or Customer’s breach or alleged breach of these Terms of Service Without limiting the generality of Section 5, Culturefy shall have no liability for any damages, liabilities or losses as

a result of any suspension, limitation or termination of Customer‘s right to use the Services in accordance with these 

Terms of Service.

5.6

ProhibitedActivities. Customer may not use the Services(i) in violation of these Terms of Service,

including usage that exceedsstorage volume limits or other parameters and restrictions described on the applicable 

Service Order or on the Culturefy Site; (ii) to infringe on, violate, dilute or misappropriate the intellectual property

rights of any third party or any rights of publicity or privacy; (iii) to violate any law, statute, ordinance or regulation 

(including but not limited to the laws and regulations governing export/import control (including the Export 

Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions 

programs implemented by the Office of Foreign Assets Control), unfair competition, anti-discrimination and/or 

false advertising); (iv) to store, ortransmit throughout, defamatory, trade libelous, unlawfully threatening, or 

unlawfully harassing data; (v) to store or transmit obscene, pornographic or indecent data in violation of applicable 

law; or (vi) to introduce or propagate any unauthorized data, malware, viruses, Trojan horses, spyware, worms, 

other malicious or harmful code. Customer may not use the Culturefy Platform or Services in any application that

may involve risks of death, personal injury, property damage or environmental damage. Customer may not interfere 

with or attempt to interfere with or disrupt the integrity, security, functionality or proper working of the Services or 

the Culturefy Platform. Customer may not attempt to discover or use any license keys, access codes or similar 

information provided from time to time toCulturefy.Customer may not attempt to discover, access,read, alter,

destroy, or damage any programs, data or other information stored on or in connection with the Culturefy Platform

or Services by any other party. Customer may access the Services only through the interfaces and protocols provided 

or authorized by Culturefy. Customer may not access the Culturefy Platform or Services through unauthorized 

means, such as unlicensed software clients. Customer may not compile or use the Culturefy provided materials or 

any other information obtained through the Services or the Culturefy Platform for the purpose of spamming, 

unsolicited contacting of sellers or customers, or other impermissible advertising, marketing or other activities,

including, without limitation, any activitiesthat violate anti-spamming laws and regulations.

5.7

No Spam;Customer’s Obligation to Obtain Permission. Underthe terms of the CAN-SPAMAct, as

between Culturefy and Customer, Customer isthe sender of emails and is obligated to follow all legal requirements 

applicable to the sending of emails under CAN-SPAM, including but not limited to the prohibition against sending 

unsolicited emails to persons with whom Customer does not have a business relationship or who have not requested 

(opted-in) to Customer’s emails (Spam). As part of its agreement to these Terms of Service, Customer agrees to 

only send permission-based emails in connection with its use of the Services. “Permission-based” means that all 

recipients must have opted-in to receive email communications from Customer. Emails sent by Customer must 

include all information required by CAN-SPAM.

5.8

HIPAACompliance. Customer agreesto not upload or incorporate into any customer lists, or

otherwise provide to Culturefy any protected health information of any kind within the meaning of the Health 

Insurance Portability and Accountability Act of 1996, as amended (HIPAA). Notwithstanding the foregoing, if

Customer is a covered entity under HIPAA, Customer agrees to contact Culturefy Legal at [legal@Culturefy.com]

in order to request a business associate agreement (BAA) prior to using the Culturefy Site or the Services. If

Culturefy agreesto enter into a BAA with Customer, Customer may provide protected health information to 

Culturefy, subject to these Terms of Service and the terms of the BAA.

5.9 

No Children’sInformation. Customer agrees not to upload or incorporate into any customer lists, or 

otherwise provide to Culturefy any information about individuals that Customer knows or has reason to know are

under the age of 13. If Customer discovers that it uploaded, incorporated into any customer lists, or otherwise 

provided to Culturefy any information about individuals that Customer knows or discovers are under the age of 13,

Customer agreesto promptly remove such information from Culturefy’s systems and notify Culturefy of such

occurrence.

5.10

Changes to the Services. Culturefy has the right to change, modify, update, add to, discontinue or 

retire the Services and any aspect or feature thereof, including but not limited to, hours of availability, equipment 

needed for access or use, and the type and size of files that can be stored or transmitted. Culturefy may provide

notice of material changes to the Culturefy Platform or Services by posting them on the Culturefy Site. It is

Customer’s responsibility to check the Culturefy Site periodically to be informed of any changes. You understand and

agree that Culturefy may change the telephone number(s) and/or the credit card payment processing system. You

agree that Culturefy will not be liable for damages (including consequential or special damages) arising out of any 

such change and you hereby waive any claims with respect to any such change, whether based on contractual, tort 

or other grounds, even if Culturefy has been advised of the possibility of such damages.

6.1

Customer Data. Customer warrantsthat Customer isthe owner or legal custodian of, or otherwise has 

the right to provide to Culturefy, all programs, data, information and other content transmitted via the Culturefy

Platform and hosted through the Services, including, without limitation, Customer Employee Data (as defined 

below) and theCustomer Content(collectively, the “Customer Data“) and has the full authority to transmit and store 

the Customer Data through the Services. Customer hereby authorizes the storage of Customer Data by Culturefy

through the Services that Customer elects to transmit via the Culturefy Platform.

6.2

Customer acknowledges that Customer bears sole responsibility for adequate security, protection 

and backup of Customer’s Data on Customer’s equipment. Customer understands that the Services may store and backup files that are no longer usable due to corruption from viruses, software malfunctions and other causes, 

which might result in Customer restoring files that are no longer usable. Without limiting the generality of Section 

6, Culturefy will have no liability to Customerfor any unauthorized accessto, or use, alteration, corruption, deletion, 

destruction or loss of any of Customer Data on Customer’s equipment.

6.3

Customer Employee Data. In connection with Culturefy’s performance of the Services, Culturefy

may collect online data from Customer and through the Culturefy Platform regarding Customer’s employees (the

“Customer Employee Data“). Further, Customer acknowledges that such Customer Employee Data may include 

personal information of Customer’s employees as well as data relating to Communications. Culturefy will not use

such Customer Employee Data for any purpose other than to provide the Services to Customer, to improve the

Services generally, or as otherwise directed by Customer. If Customer cancels its account with Culturefy or 

becomes inactive due to past-due amounts, Customer agrees that Culturefy may delete all Customer Employee Data

after a period of 2 months. To the extent that any privacy or data protection laws impose an obligation upon

Culturefy to comply with an individual’s request for accessto or correction of their personal information that is 

Customer Employee Data, Customer agrees that Customer shall satisfy such obligations. Culturefy agrees that it 

shall forward any such individual requests that it receives to Customer and shall reasonably assist Customer, at 

Customer’srequest and expense, to satisfy such obligations. Customer agreesthat it may be necessary for Culturefy

to access Customer Employee Data to respond to Customer’s request for assistance with any technical problems 

and/or queries.

6.4

Customershall hold Culturefy, itssubcontractors,suppliers and licensors harmless from any and all

privacy or data protection claimsrelating to such access. Culturefy may transfer Customer Employee Data to its 

successor or acquirer in a merger, acquisition or other consolidation, including without limitation the sale of all or 

substantially all of Culturefy’s stock or assets or business to which these Terms of Service apply.

6.5

Applicability of EU Data ProtectionAddendum. Customer acknowledges and agrees that if Customer 

uses (or instructs, permits, or enables any of Customer’s employees, contractors, or partners to use) any of the 

Services, including the Culturefy Platform, to collect, retrieve, send, store, host, transfer, or otherwise process or use 

any Customer Employee Data relating to any natural persons located in the European Union, then such activities

shall be subject to the EU Data Protection Addendum, which is hereby incorporated into these Terms of Service by 

this reference.

7.1

Authority. Customer represents and warrants that (i) Customer has full corporate right, power and

authority to enter into these Terms of Service, (ii) the execution of these Terms of Service by and the performance of

its obligations and duties hereunder do not and will not violate any agreement to which Customer is a party or by 

which Customer is bound, and (iii) when executed and delivered, these Terms of Service will constitute your legal, 

valid and binding obligation, in accordance with its terms.

7.2

Compliance withLaw.In connection with the subjectmatter oftheseTerms of Service, Customer 

agrees to, and warrants and represents that it shall, comply with all applicable United States Federal and State, 

local, and foreign laws and regulations, including but not limited to any applicable laws that govern online 

promotions, offers, gift cards, coupons, and/or gift certificates, data privacy and protection, intellectual property, and

the sending of electronic marketing messages (including but not limited to the CAN-SPAM Act of 2003, the 

Children’s Online Privacy Protection Act, and HIPAA.)

7.3

[Validity of Offers.Customerwarrantsthat any Offershall not violate any laws or regulations and, 

upon claim by a customer whether on the Culturefy Site or a Third-Party Partner Site or otherwise, shall be 

available for redemption by such customer. Customer agrees to comply with the Offer terms and conditions as set 

forth in a particular Offer or any other advertising or marketing terms or Offers made available to Customer’s 

employees via the Services and shall at all times honor the terms of any Offer offered or otherwise promoted via the 

Services. This Section 7.3 shall remain in effect, regardless of whether Customer is currently using the Services.]

7.4

Applications andCustomer Data.Customerrepresents and warrants:(i) that Customer is solely 

responsible for its Customer Data, including without limitation, the security of such Customer Data; (ii) that 

Customer has the necessary rights and licenses, consents, permissions, waivers and releases to use the Customer 

Data and to enable Culturefy to use and disclose to Customer the Customer Data as intended by the parties under 

these Terms of Service and the terms of any applicable Service Orders; (iii) that Customer has a legally sufficient 

privacy policy or privacy notice that is made available to employees prior to their provision of any Personal

Information to Customer or Culturefy; (iv) that use by Culturefy of Customer Data (a) does not violate, 

misappropriate or infringe any rights of Culturefy or any third party, (b) does not constitute defamation, invasion of 

privacy or publicity, or otherwise violate any rights of any third party, and (c) is not designed for use in any illegal 

activity or does not promote illegal activities, including, without limitation, in a manner that might be illegal or 

harmful to any person or entity; or (iv) does not distribute, share, or facilitate the distribution of unauthorized data,

malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code.

7.5

Authorization andAccount Information. Customer represents and warrants that: (i) the information 

Customer provides in connection with Customer’sregistration for the Servicesis accurate and complete; (ii) if

Customer is registering for the Services as an individual, that Customer is at least 18 years of age and has the legal 

capacity to enter into these Terms of Service; and (iii) if registering for the Services as an entity or organization, (a) Customer is duly authorized to do business in the country or countries and state and local jurisdictions where it

operates, (b) the individual accepting these Terms of Service and completing the registration for the Services meets 

the requirements of subsection (ii) above and is an authorized representative of Customer, and (c) Customer’s 

employees, officers, representatives and other agents accessing the Services are duly authorized to access the

Services and to legally bind Customer to these Terms of Service and all transactions conducted under Customer’s 

account.

8.1

Culturefy Platformand Services.Culturefy warrantssolely toCustomerthat the Culturefy Platform 

and the Services, when used in accordance with the terms of these Terms of Service, will function substantially in 

accordance with the Documentation. Culturefy shall use commercially reasonable efforts to perform the Services.

Culturefy’ssole obligation and Customer’s exclusive remedy hereunder with respect to any failure of the foregoing

obligations shall be to use reasonable efforts to correct any such failure. Culturefy shall have no obligation for any

failure resulting from (i) content provided by or passed through Customer or third-parties in connection with the 

Services (including Customer Data); (ii) operating system or other technology modifications, changes or updates 

applied by the Customer; (iii) the use or combination of the Culturefy Platform or the Services with any other 

software or hardware not supported by Culturefy; (iv) causes external to the Culturefy Platform or the Services, such 

as problems with the hardware, network or other infrastructure with which the Culturefy Platform and the Services 

are used; (v) unauthorized or improper use of the Culturefy Platform or the Services; or (vi) any modification of the

Culturefy Platform or the Services by anyone other than Culturefy.

8.2

Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREUNDER, THE CULTUREFY

PLATFORM AND THE SERVICES ARE PROVIDED TO CUSTOMER “AS IS,” WITHOUTWARRANTYOF

ANYKIND. CULTUREFYHEREBYDISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THESE 

TERMS OF SERVICE, THE CULTUREFY PLATFORM, THE SERVICES OR THE OFFERS, WHETHER 

EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF 

CUSTOMER ABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. 

Without limiting the generality of the foregoing, Culturefy does not warrant that the Culturefy Platform or 

the Services will meet Customer’s requirements or operate without interruption OR DOWNTIME or be error free.

Notwithstanding anything in these Terms of Service to the contrary, the warranties provided by Culturefy hereunder

with respect to the Culturefy Platform or the Services may not be extended, supplemented or modified by any 

person or entity

9.1

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL 

CULTUREFY, NOR ANY OF ITS AFFILIATES, SUBCONTRACTORS, LICENSORS, VENDORS, SUPPLIERS 

OR RESELLERS, NOR ANY OF ITS THIRD PARTYPARTNERS,BE LIABLETO CUSTOMER ORANY

OTHERTHIRD PARTY FOR LOST REVENUES, LOST PROFITS OR OTHER SPECIAL, INCIDENTAL, 

INDIRECT, PUNITIVE, CONSEQUENTIAL, RELIANCE OR EXEMPLARY DAMAGES ARISING FROM 

CUSTOMER’S OR ANY OTHER THIRD PARTY’S USE OF OR INABILITY TO USE THE SERVICES 

INCLUDING, BUT NOT LIMITED TO, LOSS OF TECHNOLOGY, LOSS OF DATA OR INTERRUPTION OR 

LOSS OF USE DAMAGES WHETHER OR NOT CULTUREFY HAS BEEN ADVISED OF THE POSSIBILITY

OF SUCH DAMAGE OR LOSS. THE MAXIMUM AGGREGATE LIABILITY OF CULTUREFY, ITS 

LICENSORS, VENDORS AND RESELLERS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS 

OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY OR

OTHERWISE), SHALL NOT EXCEED THE ACTUAL FEES PAID BY CUSTOMER FOR THE SERVICE FOR 

THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE INITIAL EVENT GIVING RISE TO 

LIABILITY HEREUNDER. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 9 ARE 

FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CULTUREFY AND 

CUSTOMER.

9.2

Customer may not bring any suit or action against Culturefy for any reason whatsoever more than 

one (1) year after the cause of action accrued.

10.1 

For Customer support, please email support@Culturefy.com. In providing support, Culturefy or a

Culturefy agent may use a variety of tools to aid in the process of resolving Customer issues as a Customer and may 

request that Customer provide additional information in order to resolve these issues. Customer hereby grants

Culturefy and such agent the right to use those tools and any information Customer provides to Culturefy in order to 

provide Customer with support.

11.1 

Customer will indemnify and hold Culturefy, its Partners, its and their investors, officers, directors, 

affiliates, subsidiaries, licensors, agents and employees (collectively, the “Culturefy Parties“) harmless against any

loss, liability, claim, demand, damages, penalties, settlements, costs and expenses, including reasonable attorney’s

fees, resulting from any claim (including third party claims),suit, action or proceeding against a Culturefy Party,

resulting from or arising out of or in connection with (i) claims of intellectual property infringement based on (A) 

Customer’s use or combination of the Culturefy Platform and the Services with any other software or hardware not supported by Culturefy, if such infringement would not have occurred but for such use or combination; (B) any 

modification of the Culturefy Platform and the Services by Customer; or (C) the use by Customer of any version of 

the Culturefy Platform and/or Services other than the current version of the Culturefy Platform and/or Services, if

such version was made available by Culturefy with notice that such version was being provided in order to avoid an 

alleged or potential infringement; (ii) claims relating to use of the Services or the Platform by Customer’s 

employees); or(iii) any breach by Customer of any representation, warranty or obligation under these Terms of

Service; or (iv) the use, transmission, access, disclosure, or other processing of Customer Data. Culturefy does not 

and will not ever knowingly collect, either online or offline, Personal Information from persons under the age of 

thirteen (13). Customer agreesto indemnify Culturefy if Culturefy inadvertently collects Customer Data from 

persons under the age of 13 as a result of any Customer employee uploading Personal Information into the Platform 

where intentionally or accidentally.

12.1

Term. Subject to Culturefy’sreceipt of all applicable Fees, and unless otherwise terminated in 

accordance with this Section 12, these Terms of Service shall commence upon Customer’s first use of the Services 

or acceptance of these Terms of Service (whichever comesfirst) and shall continue in effect for the period specified

on the applicable Service Order (the “Term“). Each Service Order shall continue for the Term specified therein, and

will AUTOMATICALLY RENEW for subsequent Terms(“Renewal Term“) unless either party provides at least 5 

business days written notice of non-renewal prior to the expiration of the then- current Term that it elects not to

renew the Services under such Service Order at the end of such Term.

12.2

Termination by Customer. Notification ofsuch non-renewal from Customer to Culturefy must be

emailed to  info@culturefy.com, which must be confirmed in writing by Culturefy. If Customer chooses not to 

renew, Customer must fully notify Culturefy in writing at least 30 days prior to the Renewal Term, in which 

case, Customer will continue to have access to the Services and be billed until the end of the then current term.

Customer shall not receive a refund for any unused portion of the Term. In the case Customer fails to fully notify

Culturefy of its intent not to renew within this time, the Renewal Term will commence at the end of the then-current

term and Customer is responsible for the payment of Fees for the Services rendered for that Renewal Term. 

Customer shall not in any event be entitled to any refund of any Fees previously paid to Culturefy for Services.

12.3

Termination byCulturefy.Culturefy shall have the right to terminate these Terms of Service at any

time without cause and without notice. In addition, Culturefy may terminate these Terms of Service upon written

notice to Customer (or upon written notice provided to an Authorized Reseller and then passed along by an 

Authorized Reseller to a Customer) if Customer becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, or liquidation for the benefit of creditors. Upon a termination by Culturefy

without cause, Customer may be entitled to a pro-rata refund of any pre-paid and unused Fees advanced to 

Culturefy.

12.4

Past Due Bills. In the event of a credit card decline, Culturefy, or if applicable, anAuthorized

Reseller, will attempt to reach out to Customer for a new payment method. If Culturefy or, if applicable, an

Authorized Reseller, fail to resolve the issue with Customer, the account will be terminated due to non-payment and 

Culturefy will attempt to collect on any past due balances at Customer’s expense. Per Section 4.2, in the event

Customer, or if applicable, an Authorized Reseller, requests to cancel with a past due balance, Customer is required 

to pay for the month of service from their initial bill date decline.

12.5

Consequences of Termination. Upon termination of these Terms of Service or the Service for any 

reason, Customer shall cease to use the Culturefy Platform, the Services and Documentation. Culturefy retainsthe

right to terminate Customer’s access to any Culturefy Platform and Services in the event of termination by either party.

12.6

Data Preservation,Retrieval orTransfer.In the event of a temporary suspension of Customer’s access

to Services, (i) Culturefy will not take any action to intentionally erase or delete Customer Data stored on the 

Services; and (ii) applicable Fees will continue to accrue. In the event of the termination of these Terms of Service,

Customer may, upon reasonable notice to Culturefy, elect to retrieve Customer Data directly. If these Terms of

Service are terminated for any reason other than Customer’s breach, Culturefy will not take any action to 

intentionally erase or delete Customer Data stored on the Services for a period of sixty (60) days. If these Terms of

Service are terminated on account of Customer’s breach or alleged breach of these Terms of Service, Culturefy will

not take any action to intentionally erase or delete Customer Content or Customer Data stored on the Services for a

period of [sixty (60) days]. Customer’s post-termination retrieval or transfer of Customer Data will be conditioned

on Culturefy’s receipt of all applicable Fees for the period following termination, payment in full of any other 

amounts owed, and Customer’s compliance with such reasonable terms and conditions as Culturefy may establish 

with respect to such retrieval or transfer. In addition, if Customer utilizes the professional services of Culturefy to 

assist Customer in connection with such retrieval or transfer, Customer will be responsible for Culturefy’s then current charges for such professionalservices. In the event that Culturefy does not receive all such Fees and amounts

due within the applicable time periods described above, or in the event that Customer fails to notify Culturefy of 

Customer’s election with respect to the retrieval or transfer of Customer Data within such period, Culturefy shall 

have no obligation to continue to store Customer Data or permit Customer to retrieve or transfer the same. 

12.7

Survival. The following shall survive the termination of these Terms of Service: (i) all liabilities

accrued under these Terms of Service prior to the effective date of termination; and (ii) all provisions of Sections 3.2, 

3.3, 3.5, 3.7, 4, 5.2, 5.7, 5.8, 6, 7, 8.2, 9, 11, 12.4, 12.5, 12.6, 13 and 14 of these Terms of Service. Subject to the

provisions of Section 9 hereof, the rights provided in this Section 12 shall be in addition to any and all rights and

remedies available to a non-defaulting party at law or in equity upon any breach of these Terms of Service by the other party.

13.1

It is Culturefy’s policy to respond to notices alleging that any material uploaded by users of the

Services or the Culturefy Platform infringes another persons’copyright. If you believe any material accessible on or 

from the Culturefy Site or the Services infringes your copyright, you may request removal of those materials (or 

access thereto) from this web site by contacting the Culturefy, Inc. copyright agent (identified below) and providing 

the following information:

(a) Identification of the copyrighted work that you believe to be infringed. Please describe the work,

and where possible include a copy or the location (URL) of an authorized version of the work.

(b) Identification of the material that you believe to be infringing and its location. Please describe the 

material and provide us with its URL or any other pertinent information that will allow us to locate the material.

(c) Your name, address, telephone number and (if available) e-mail address.

(d) A statement that you have a good faith belief that the use of the materials is not authorized by the 

copyright owner, its agent, or the law.

(e) A statement that the information that you have supplied is accurate, and indicating that “under

penalty of perjury,” you are the copyright owner or are authorized to act on the copyright owner’s behalf.

(f) Asignature or the electronic equivalent from the copyright holder or authorized representative.

Our agent for copyright issuesrelating to the Culturefy Site or Servicesis: <<Thrift McLemore, LLC, Attn: 

Todd Bair, Sr., 1000 Parkwood Cir SE, Suite 375, Atlanta, Georgia 30339; Email: tbair@thriftlegal.com

For all emailsubmissions please include the subject line: DMCATakedown Request. Culturefy has adopted a 

policy of terminating, in appropriate circumstances, accounts of users of the Services or Culturefy Platform who are

deemed to have repeatedly uploaded content that infringes the intellectual property rights of others.

14.1 

Marketing. Customer agreesthat Culturefy may refer to Customer by name and trademark in 

Culturefy’s marketing materials and web site. Customer understands and acknowledges that Culturefy does not

certify or endorse, and has no obligation to certify or endorse, any of Customer’s products or content.

14.2 

EntireAgreement. These Terms of Service, Privacy Policy, applicable Service Orders, and if 

applicable, the EU Data Protection Addendum, set forth the complete understanding of the parties with respect to 

the subject matter hereof and supersede all prior understandings and communications relating thereto. No term or 

condition of any other document provided to Culturefy which is different from, inconsistent with, or in addition to

the terms and conditions set forth herein will be binding upon Culturefy.

14.3

Modification; Waiver. Culturefy shall have the right to amend these Terms of Service at any time,

effective upon posting of an updated version of these Terms of Service at www.Culturefy.com/terms-of-service.

Culturefy shall use reasonable effortsto provide Customer with notice of changes to these Terms of Service 

(including, by submitting a notice to the applicable Authorized Reseller to be forwarded to Customer), but

Customer is responsible for regularly checking the Culturefy Site to be informed of such changes. Continued use of

the Services after any such changes are posted shall constitute Customer’s agreement to such changes. The waiver 

by either party of a breach of any provision hereof shall not be construed as a waiver of any succeeding breach of the

same or any other provision, nor shall any delay or omission on the part of such party to avail itself of any right, 

power or privilege that it has or may have hereunder operate as a waiver of any right, power or privilege.

14.4

GoverningLaw.TheseTerms of Service shall be governed by the laws ofthe Commonwealth of

Massachusetts without regard to its conflict of law provisions, provided that the Federal Arbitration Act shall govern 

the interpretation and enforcement of the arbitration agreement discussed in section 14.12. Unless you and

Culturefy agree otherwise in writing, in the event that the arbitration agreement is found not to apply to you or a 

particular claim (except for small claims court actions), as a result of a decision by the arbitrator or a court order, you

agree that the claim will be resolved exclusively by a state or federal court located in Massachusetts. You and

Culturefy agree to submit to the personal jurisdiction of the courts located within Massachusetts for the purposes of

litigating such claims. The application of the United Nations Convention on Contracts for the International Sale of

Goods is expressly excluded. Your use of the Services may also be subject to other local, state, national, or international laws.

14.5

Assignment. Customer may not assign its rights or delegate any obligations hereunder without the 

express prior written consent of Culturefy. Any assignment by Customer without the prior written consent of 

Culturefy shall be null and void. Culturefy may assign its rights or obligations hereunder without notice or consent; provided, however, that the Servicesshall continue to operate asspecified in these Terms of Service. These Terms of Service shall inure to the benefit of each party’s permitted successors and assigns.

14.6

Force Majeure. If either party is unable to perform any of its obligations hereunder (other than payment obligations) due to any act of God, fire, casualty, flood, war,strike,shortage or any other cause beyond its reasonable control, and if such party uses reasonable efforts to avoid such occurrence and minimize its duration and 

gives prompt notice to the other party, then the affected party’s performance shall be excused and the time for its

performance shall be extended for the period of delay or inability to perform. If the force majeure continues for 

more than thirty (30) calendar days, then either party may terminate these Terms of Service for convenience upon 

written notice to the other party.

14.7

Severability. In the event that any provision contained herein shall for any reason be held invalid, 

illegal or unenforceable in any respect by a court of competent jurisdiction, to such extentsuch provision shall be

deemed null and void and severed from these Terms of Service, and the remainder hereof shall remain in full force 

and effect and enforceable.

14.8

Independent Contractor. Neither Customer nor Culturefy shall be deemed to be an agent of the other 

and the relationship of Customer and Culturefy shall be that of independent contractors. Neither Customer nor

Culturefy shall have any right or authority to assume any obligations, or to make any representations or warranties, 

whether express or implied, on behalf of the other party, or to bind the other party in any matter whatsoever.

14.9

Notices. Except as otherwise provided, notices undertheseTerms of Service shall be delivered by 

email addressed to the other party at such address as is set forth in the applicable Service Order or such other email 

address as Customer may provide to Culturefy. Such notice will be deemed to have been given as of the date it is

delivered by electronic mail, personally, by confirmed facsimile or by courier, or five (5) days after it is sent by 

postal mail. All communications and notices to be made or given pursuant to these Terms of Service shall be in the

English language.

14.10

Compliance with Laws. Customer agrees to comply at all times with all laws, rules and regulations

applicable to Customer’s use of the Services, including but not limited to data privacy laws and legal requirements.

14.11

Headings.The headings ofthe sections oftheseTerms of Service are for convenience of reference 

only and shall not be considered in construing these Terms of Service.

14.12

Arbitration. In any claim, action or proceeding to enforce any right or obligation of the parties under

these Terms of Service including, without limitation, relating to your use of our services, you hereby waive any right

you may now have or hereafter possess to a trial by jury. Both parties agree to resolve any dispute either Party may have arising out of or relating to these Terms of Service or the Culturefy Services in good faith mediation. In the

event no mutual agreement is made under mediation within sixty (60) days of notice of such dispute, the Parties 

have the right to resolve such dispute via arbitration before a single arbitrator pursuant to then current Commercial

Rules of theAmericanArbitrationAssociation (AAA). The arbitrator may award any relief available under applicable

law including but not limited to an award of attorneys’ fees, this agreement to arbitrate does not interfere with either

party’s right to file a claim with a state or federal agency with jurisdiction thereof to the extent permitted by 

applicable law. Even if allowed under AAA rules, no class or collective action or arbitration may be brought against

Culturefy hereunder unlessrequired by applicable law. If either you or Culturefy intends to seek arbitration under 

these terms of service, the party seeking arbitration must first notify the other party of the dispute in writing at least 

30 days in advance of initiating the arbitration. Notice to Culturefy should be sent as required by these Terms of 

Service. The notice must describe the nature of the claim and the relief being sought. If you and Culturefy are 

unable to resolve our dispute within 30 days, either party may then proceed to file a claim for arbitration. The 

arbitration, information produced, and pre-and post-hearing proceedings will be confidential and any award shall not

be used in any other case except to enforce the award itself.

14.13

Class Action Waiver. Any claim must be brought in the respective party’s individual capacity, and 

not as a plaintiff or class member in any purported class, collective,representative, multiple plaintiffs, orsimilar

proceeding (“ClassAction”). The parties expressly waive any ability to maintain any Class Action in any forum. If 

the claim is subject to arbitration, the arbitrator shall not have authority to combine or aggregate similar claims or 

conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all 

or part of this ClassActionWaiver is unenforceable, unconscionable, void, or voidable may be determined only by a 

court of competent jurisdiction and not by an arbitrator. The parties understand that any right to litigate in court, to

have a judge or jury decide their case, or to be a party to a class or representative action, is waived, and that any

claims must be decided individually, through arbitration. If this class action waiver is found to be unenforceable, 

then the entirety of the arbitration agreement in Section 14.12, if otherwise effective, shall be null and void. The 

arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to 

the extent necessary to provide relief warranted by that party’sindividual claim.