General Terms

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Version effective date: July 2026

Introduction

These General Terms govern the provision of the Services by Culture Amp to the Customer.

The agreement between the parties (Agreement) consists of:

(a) the Service Order;

(b) the Data Processing Addendum available here;

(d) Product Specific Terms (if applicable and referenced in a Service Order); and

(e) these General Terms.

If there is any inconsistency between the documents that form the Agreement, they apply in the order listed above unless the Service Order expressly states otherwise.

The Agreement takes effect on the Effective Date and continues until all Subscription Terms under all Service Orders have expired, unless terminated earlier in accordance with its terms.

1. Definitions

1.1. Affiliate means an entity that directly or indirectly controls, is controlled by, or is under common control of a party.

1.2 Applicable Law means any law, regulation or legally binding requirement that applies to a party in connection with this Agreement, including, where applicable, laws relating to privacy and data protection, anti-bribery and corruption, modern slavery and the development or use of Artificial Intelligence.

1.3 Artificial Intelligence or AI has the meaning given to it in the AI Addendum.

1.4 Confidential Information means information disclosed by a party to the other party that is identified as confidential or that a reasonable person would understand to be confidential in the circumstances. Confidential Information does not include information that:

(a) is or becomes public through no fault of the receiving party;

(b) was lawfully known to the receiving party before disclosure;

(d) is independently developed without use of the disclosing party’s Confidential Information.

1.5 Confidentiality Protections means any settings, configurations, permissions, notices or other controls made available in the Services that govern or establish and communicate expectations in relation to how data may be accessed, viewed, attributed, shared or disclosed to, by or among the Customer and its Users.

1.6 Customer means the entity identified in the Service Order.

1.7 Customer Data means data and content submitted to the Platform by or on behalf of the Customer or its Users.

1.8 Effective Date means the effective date specified in the Service Order, or if no date is specified, the date the Service Order is executed by the parties.

1.9 Fees means the fees payable by the Customer as set out in the Service Order.

1.10 Free Trial Features has the meaning given to it in clause 2.6.

1.11 Intellectual Property Rights means all intellectual property rights, including copyright and related rights, trademarks, designs, patents and trade secrets, whether registered or unregistered, and any applications for or rights to apply for those rights anywhere in the world.

1.12 Platform means Culture Amp’s hosted software platform made available via web access at www.cultureamp.com (and any successor domain).

1.13 Platform Intelligence means reports, dashboards, analytics, insights, predictions and other results generated through the Platform, whether displayed within the Platform or exported in any format, but excluding Customer Data.

1.14 Service Order means the ordering document agreed between the parties that describes the Services, Fees and Subscription Term.

1.15 Services means access to and use of the Platform as set out in the Service Order.

1.16 Subscription Term means the period specified in the Service Order during which the Customer may access the Services.

1.17 Tax means any tax, duty, levy, impost, deduction, withholding or similar charge of any nature (and any related penalty or interest) imposed by any taxing authority.

1.18 Users means individuals authorized by the Customer to access or use the Services.

2. Services

2.1 Provision of Services

Culture Amp will provide the Services during the Subscription Term in accordance with this Agreement.

2.2 Access and Use

Subject to this Agreement, the Customer may access and use the Services during the Subscription Term through its authorized Users for its business purposes.

2.3 Third Party Integrations

If the Customer chooses to connect, enable or use any third party service with the Services (including any API integration, AI system, AI agent, autonomous workflow or similar third party integration), the Customer is solely responsible for that third party service and its use.

By connecting or enabling a third party service:

(a) the Customer authorizes Culture Amp to exchange Customer Data and other information with that third party service as reasonably necessary to provide the integration;

(b) the Customer acknowledges that the third party service may access, process, store, transmit or otherwise use Customer Data in accordance with the Customer’s configuration, instructions and the terms and privacy practices of that third party;

(c) the Customer is responsible for ensuring that it has all necessary rights, permissions, notices and consents required for the third party service to access and use Customer Data;

(d) where the third party service is capable of retrieving Customer Data from, or initiating actions within, the Services, any instruction, request or action submitted through that third party service will be deemed to have been authorized by the Customer or the relevant user.Culture Amp does not provide, control or endorse any third party service and is not responsible for its operation, availability, security outputs, decisions or use of Customer Data. The Customer’s use of any third party service is solely between the Customer and the applicable third party.

2.4 Changes to Services

Culture Amp may update, enhance or modify the Services from time to time. Subject to clause 2.4, Culture Amp will not materially reduce the overall functionality of the Services during the Subscription Term. Replacing functionality with substantially similar or improved functionality does not constitute a material reduction.

Any rights the Customer may have in relation to a material reduction in functionality are set out in clause 12.5.

2.5 Usage

The Customer must use the Services in a manner consistent with normal and reasonable usage.

Culture Amp may monitor service utilization and resource consumption to support the security, performance, availability and sustainability of the Services. Where Culture Amp reasonably considers that a Customer’s usage is materially outside normal usage patterns and is causing disproportionate consumption of shared platform resources, Culture Amp may take reasonable steps to manage that usage.

2.6 EAP and Beta Features

Culture Amp may make available features, products or functionality prior to general availability (EAP or Beta features). EAP or Beta features may be modified, suspended or withdrawn at any time.

EAP or Beta features do not form part of the Services for the purposes of clause 2.3, and any modification, suspension or withdrawal of those features will not constitute a material reduction in functionality.

2.7 Free Trials

Culture Amp may make certain features, products or functionality available to the Customer at no additional charge for a specified trial period (Free Trial Features). Unless otherwise agreed in writing, continued use of Free Trial Features after the trial period requires the purchase of the applicable subscription at Culture Amp’s then-current pricing or such other pricing as agreed between the parties.

3. Customer Responsibilities

3.1 Users

The Customer is responsible for managing access to the Services and ensuring that only its Users access the Services. The Customer must ensure that each User accesses the Services using their own individual account and that access credentials are kept secure and not shared.

The Customer is responsible for all acts and omissions of its Users in connection with this Agreement, and must ensure that it has all rights, consents and lawful authority required for its Users to access and use the Services (including for Culture Amp to provide the Services), and that Users meet any applicable minimum age or eligibility requirements.

3.2 Acceptable Use

The Customer must ensure that the Services are used only for lawful purposes and in accordance with this Agreement. The Customer must not, and must not permit any User to:

(a) use the Services in a way that infringes the rights of others, including by: (i) misusing personal data; (ii) breaching confidentiality obligations; (iii) using the Services in a way that would breach applicable workplace or employment laws; or (iv) using the Services in a way that does not comply with Culture Amp’s AI Acceptable Use Policy;

(b) interfere with or disrupt the integrity or performance of the Services, reverse engineer the Services or otherwise access or use the Services in a manner not permitted by this Agreement; or

(c) attempt to gain unauthorized access to the Services or related systems, including by probing, scanning, or testing the vulnerability of any Culture Amp system or network.

3.3 Confidentiality Protections

The Customer is responsible for determining the Confidentiality Protections for all configurable products within the Services. For non-configurable features, the Customer must comply with, and must ensure its Users do not attempt to bypass, any Confidentiality Protections established via notices in the user interface.

The Customer must not, and must ensure that its Users do not, attempt to identify any individual contrary to any Confidentiality Protections. Culture Amp will apply the Confidentiality Protections and may restrict access to data where necessary to enforce them.

3.4 Compliance with Applicable Law

Each party must comply with Applicable Law in connection with this Agreement.

4. Fees and Payment

4.1 Fees and Invoicing

The Customer must pay the Fees in accordance with the Service Order.Unless otherwise specified in the Service Order, Fees are invoiced in advance and payable within 30 days of the invoice date.

4.2 User Increases

The Fees are based on the number of Users included in the applicable pricing tier set out in the Service Order.

If the number of Users exceeds that tier during the Subscription Term, Culture Amp may charge additional Fees for the remainder of the Subscription Term, either on a pro rata basis or by applying the applicable higher pricing tier.

5. Data

5.1 Customer Data

As between Culture Amp and the Customer, the Customer retains all applicable Intellectual Property Rights in Customer Data.

The Customer grants Culture Amp a non-exclusive license to use Customer Data during the term of this Agreement to provide the Services and otherwise perform its obligations under this Agreement.

5.2 Platform Intelligence

Culture Amp retains all applicable Intellectual Property Rights in the Platform Intelligence.

Culture Amp grants the Customer a non-exclusive, perpetual license to use the Platform Intelligence for its business purposes, including internal operations, recruitment, investor communications, regulatory reporting and promotional activities.

The Customer must not sell, license, commercially exploit or provide the Platform Intelligence to third parties as a standalone product or service.

5.3 Benchmarking

Culture Amp may use Customer Data to create aggregated and de-identified benchmark data and comparative insights. Culture Amp may incorporate such aggregated and de-identified benchmark data within the Services and use it for its internal business purposes, including making benchmark insights available to customers, provided it does not identify the Customer or its Users.

5.4 Service Improvement

Culture Amp may use de-identified data derived from Customer Data to improve, develop, maintain, test and enhance the Platform and Services.

6. Security

Culture Amp will comply with its data security obligations as set out in the Data Processing Addendum.

7. Intellectual Property

7.1 Ownership

The allocation of Intellectual Property Rights in Customer Data and Platform Intelligence is set out in clause 5.

Subject to clause 5, Culture Amp owns all Intellectual Property Rights in the Platform and in any software, databases, technology, documentation, models, brand features (including trademarks) and other materials used to provide the Services.

7.2 No Transfer

Except as expressly set out in this Agreement, nothing in this Agreement transfers ownership of any Intellectual Property Rights from one party to the other.

7.3 Feedback and Publicity

Culture Amp may use any feedback provided in relation to the Services without restriction and without obligation to the Customer.

Culture Amp may identify the Customer (by name and logo) as a customer of the Services in its promotional materials and on its website. The Customer may notify Culture Amp in writing that it does not permit such use, and Culture Amp will stop using the Customer’s name and logo within a reasonable period.

8. Confidentiality

8.1 Use and Protection

Each party must:

(a) use the other party’s Confidential Information only for the purposes of this Agreement, unless the other party otherwise agrees in writing; and

(b) protect the other party’s Confidential Information using at least the same degree of care it uses to protect its own information of a similar nature, and in any event no less than reasonable care.

8.2 Permitted Disclosures

Each party may disclose Confidential Information to its employees, contractors, professional advisers and Affiliates who need to know that information for the purposes of this Agreement, provided that the disclosing party ensures those persons are subject to confidentiality obligations at least as protective as those in this Agreement.

8.3 Compelled Disclosure

A party may disclose Confidential Information if required by law or by a regulatory authority, provided that (where legally permitted), the party required to disclose:

(a) gives the other party reasonable notice of the requirement;

(b) gives the other party the opportunity to challenge the requirement to disclose; and

8.4 Survival

This clause 8 survives termination or expiry of this Agreement.

9. Representations and Warranties

9.1 Mutual Representations and Warranties

Each party represents and warrants that:

(a) it has the power and authority to enter into and perform this Agreement; and

(b) it will comply with Applicable Law in connection with this Agreement.

9.2 Culture Amp Representations and Warranties

Culture Amp represents and warrants that:

(a) it owns or has the right to provide the Services and grant the rights set out in this Agreement;

(b) it will provide the Services with reasonable care and skill and in accordance with this Agreement; and

(c) the Services will materially conform to the description in the Service Order and any documentation referenced in the Service Order.

9.3 DISCLAIMER

EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS AND CULTURE AMP DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY.

9.4 Exclusive Remedy

If either party breaches a warranty in this clause, the other party’s remedies are limited to those set out in this Agreement.

10. Indemnities

10.1 Culture Amp Indemnity

(a) Culture Amp will indemnify, defend and hold harmless the Customer against any losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising from a third party claim that the Services infringe that third party’s Intellectual Property Rights.

(b) If the Services become, or in Culture Amp’s reasonable opinion are likely to become, subject to an infringement claim, Culture Amp may:

modify the Services so they are non-infringing;
procure the right for the Customer to continue using the Services; or
terminate the affected Services and refund any prepaid Fees for the unused portion of the Subscription Term.

10.2 Customer Indemnity

The Customer will indemnify, defend and hold harmless Culture Amp against any losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising from a third party claim relating to:

(a) Customer Data;

(b) the Customer’s breach of clause 3.2 (Acceptable Use); and

except to the extent the claim arises from Culture Amp’s negligence or breach of this Agreement.

10.3 Indemnity Procedure

A party seeking indemnification must promptly notify the other party of the claim. A delay in giving notice does not affect the indemnifying party’s obligations, except to the extent that it is prejudiced by the delay.

The indemnifying party may assume control of the defense and settlement of the claim at its own expense, provided that it keeps the indemnified party reasonably informed and does not settle any claim in a manner that imposes liability or obligations on the indemnified party without its prior written consent (not to be unreasonably withheld). The indemnified party may participate in the defense of the claim using its own counsel at its own expense.

The indemnified party must provide reasonable cooperation at the indemnifying party’s expense.

10.4 Survival

This clause 10 survives termination or expiry of this Agreement.

11. Liability

11.1 EXCLUSION OF INDIRECT LOSS

NEITHER PARTY IS LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE LOSS, INCLUDING LOSS OF PROFIT, REVENUE, BUSINESS OR ANTICIPATED SAVINGS.

11.2 GENERAL CAP

SUBJECT TO CLAUSE 11.3, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT IS LIMITED TO THE FEES PAID OR PAYABLE IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3 DATA PROCESSING ADDENDUM SUPER CAP

NOTWITHSTANDING CLAUSE 11.2, CULTURE AMP’S TOTAL LIABILITY ARISING FROM ITS BREACH OF THE DATA PROCESSING ADDENDUM, INCLUDING ITS SECURITY OBLIGATIONS UNDER THE DATA PROCESSING ADDENDUM, WILL NOT EXCEED FIVE (5) TIMES THE FEES PAID OR PAYABLE IN THE 12 MONTHS PRECEDING THE BREACH GIVING RISE TO THE CLAIM.

11.4 Liability Cap Carve-Outs

Nothing in this Agreement limits liability for:

(a) a party’s liability under any indemnity granted to the other party under this Agreement;

(b) death or personal injury caused by negligence;

(d) any liability that cannot be limited under Applicable Law.

11.5 Survival

This clause 11 survives termination or expiry of this Agreement.

12. Term and Termination

12.1 Subscription Term and Renewal

This Agreement continues for the Subscription Term and will automatically renew for successive periods of 12 months unless either party gives written notice of non-renewal at least 90 days before the end of the then-current Subscription Term, or such other period as specified in the Service Order.

12.2 Suspension

Culture Amp may suspend access to the Services if:

(a) the Customer fails to pay undisputed Fees when due, after Culture Amp has provided at least one written payment reminder;

(b) the Customer, or any User, materially breaches clause 3.2 or otherwise uses the Services in a manner that is not permitted by this Agreement; or

Culture Amp may suspend access to the Services in whole or in part, including by suspending access for any User, as applicable.Where practicable, Culture Amp will give the Customer prior notice of suspension and will restore access as soon as reasonably possible once the issue is resolved.

12.3 Termination for Breach

Either party may terminate this Agreement if the other party materially breaches this Agreement and fails to remedy the breach within 30 days of receiving written notice.

12.4 Insolvency

Either party may terminate this Agreement if the other party becomes insolvent, enters administration, liquidation or a similar process.

12.5 Material Reduction in Functionality

If Culture Amp materially reduces the overall functionality of the Services during the Subscription Term and does not remedy the reduction within a reasonable period after receiving notice from the Customer, the Customer may terminate the affected Services.

12.6 Effect of Termination

Upon termination or expiry of this Agreement:

(a) the Customer’s access to the Services will cease;

(b) any accrued payment obligations remain payable, except if the Customer terminates this Agreement under clause 12.3 or 12.4 as a result of Culture Amp’s material breach or insolvency, or terminates affected Services under clause 12.5, Culture Amp will provide a pro rata refund of any prepaid Fees attributable to the period following the effective date of termination; and

(d) Following that 30-day period, Culture Amp may delete Customer Data in accordance with the Data Processing Addendum. Culture Amp will delete Customer Data upon the Customer’s written request in accordance with the Data Processing Addendum.

(e) Culture Amp may provide reasonable transition assistance during the 30-day period following termination. Any additional transition assistance will be subject to separate agreement and fees.

13. Taxes

13.1 Tax Exclusive

All Fees are exclusive of any sales tax, goods and services tax (GST), value added tax (VAT), or similar indirect Tax or duties payable under Applicable Law. The Customer is responsible for paying any such Tax or duty in addition to the Fees.

13.2 Income Tax Carve-Out

The Customer is not responsible for net income, profits or franchise Tax imposed on Culture Amp by Culture Amp’s jurisdiction of tax residence.

13.3 Withholding Tax Gross-Up

All payments by the Customer must be made free and clear of, and without deduction or withholding for, any Tax, unless required by Applicable Law. If any such deduction or withholding is required, the Customer must:

(a) pay to Culture Amp such additional amounts as are necessary to ensure that Culture Amp receives a net amount equal to the amount it would have received had no deduction or withholding been made;

(b) provide Culture Amp with evidence confirming the Customer’s obligation under Applicable Law to pay, withhold or deduct the withholding tax;

(d) provide Culture Amp, within 30 days of remittance, with original (or certified) tax receipts or equivalent evidence from the relevant tax authority confirming remittance.

Culture Amp will use reasonable endeavors to provide a current tax residency certificate or other documentation needed to access a reduced treaty rate, where available.

13.4 Exemption Evidence

If the Customer claims an exemption from any Tax, the Customer must provide Culture Amp with a valid, current exemption certificate or equivalent documentation acceptable to the relevant authority before the due date for the relevant invoice.

13.5 Survival

This clause 13 survives termination or expiry of this Agreement.

14. General Provisions

14.1 Insurance

Culture Amp will maintain, at its own cost, insurance policies appropriate for its business and the Services, including professional indemnity (errors and omissions), cyber liability and technology liability insurance.

Culture Amp will also maintain public liability insurance and any other insurances required by Applicable Law.

On request, Culture Amp will provide reasonable evidence of such insurance.

14.2 Assignment

Neither party may assign or transfer this Agreement without the other party’s prior written consent, not to be unreasonably withheld.

However, either party may assign this Agreement without consent to:

(a) an Affiliate; or

(b) a successor in connection with a merger, acquisition, corporate restructure or sale of all or substantially all of its business relating to this Agreement.

14.3 Subcontracting

To the extent that Culture Amp uses its Affiliates or third party service providers to perform its obligations under this Agreement, Culture Amp remains responsible for their performance.

14.4 Third Party Beneficiaries

Except as expressly stated otherwise in this Agreement, only the parties to this Agreement may enforce it.

14.5 Notices

Legal notices under this Agreement must be in writing and sent by email to legal@cultureamp.com. Other notices may be given in writing to the contact details set out in the applicable Service Order (or any updated contact details notified by a party from time to time). Notices are effective when received.

14.6 Amendments

Culture Amp may update these General Terms from time to time to reflect changes to its Services, technology, legal requirements or business operations.

If Culture Amp makes a material change to these General Terms, it will provide notice to Customers through the Services, by email, through its published materials or by other reasonable means. The most current version of these General Terms will be published on Culture Amp’s website.

Unless otherwise agreed in writing, any updated General Terms will apply from the next renewal of the applicable Subscription Term.

This clause does not apply to any negotiated amendments agreed in writing between the parties.

14.7 Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings relating to its subject matter. Any reference to a purchase order in a Service Order or invoice is for administrative purposes only, and no terms or conditions contained in any purchase order will apply to or form part of this Agreement.

14.8 Severability

If any provision of this Agreement is unenforceable, the remaining provisions remain in effect.

14.9 Waiver

A failure or delay in exercising a right under this Agreement does not constitute a waiver of that right.

14.10 Force Majeure

Neither party is liable for failure to perform its obligations (other than payment obligations) to the extent caused by events beyond its control, including natural disasters, acts of God, war, terrorism, civil unrest, epidemics or pandemics, changes in law, failures of utilities or internet services or failures of third party service providers.

14.11 Relationship of the Parties

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

14.12 Contracting Entity

The Culture Amp entity entering into this Agreement with the Customer depends on the Customer’s principal place of business, as follows:

(a) If the Customer’s principal place of business is in Australia or New Zealand, the contracting entity is Culture Amp Pty Ltd.

(b) If the Customer’s principal place of business is in the United States or Canada, the contracting entity is Culture Amp Inc.

(c) If the Customer’s principal place of business is in the United Kingdom, the contracting entity is Culture Amp UK Ltd.

(d) If the Customer’s principal place of business is in the European Union (other than the United Kingdom), the contracting entity is Culture Amp Ireland Limited.

(e) For all other locations, the contracting entity is Culture Amp Pty Ltd.

All references to “Culture Amp” in this Agreement refer to the applicable contracting entity identified above.

14.13 Governing Law and Jurisdiction

This Agreement is governed by the law of the jurisdiction determined by the Customer’s principal place of business as follows:

(a) If the Customer’s principal place of business is in Australia or New Zealand, this Agreement is governed by the laws of Victoria, Australia, and the parties submit to the exclusive jurisdiction of the courts of Victoria, Australia.

(b) If the Customer’s principal place of business is in the United States or Canada, this Agreement is governed by the laws of the State of Delaware, United States, and the parties submit to the exclusive jurisdiction of the courts located in Delaware.

(c) If the Customer’s principal place of business is in the United Kingdom, this Agreement is governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

(d) If the Customer’s principal place of business is in the European Union (other than the United Kingdom), this Agreement is governed by the laws of Ireland, and the parties submit to the exclusive jurisdiction of the courts of Ireland.

(e) For all other locations, this Agreement is governed by the laws of Victoria, Australia, and the parties submit to the exclusive jurisdiction of the courts of Victoria, Australia.

(f) Each party waives any objection to the venue of proceedings in those courts.

14.14 Survival

Any provision which by its nature is intended to survive termination survives termination. This includes provisions that expressly state they survive termination.

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