Culture Amp website terms of use

Version effective date: October 2024

Thanks for taking the time to read our Website Terms and Conditions of Use. We’ll try to keep things simple, but it’s important that you understand your rights and responsibilities, so please keep reading.

These Website Terms and Conditions of Use (the “Terms of Use”) are legally binding between you and Culture Amp that you form by accessing any area of https://www.cultureamp.com or any areas of sites that link to these Terms of Use (“Site”). Your continued access or use of the Site following changes to these Terms of Use will constitute your acceptance of any changes to our Terms of Use.

In these Terms of Use, a reference to:

• Culture Amp, we, us or our means the relevant Culture Amp entity indicated in clauses 11.1 through 11.3;
• the Customer, you or your means the entity or person accessing the Site;
• Users means any person or entity to whom you provide access to our Site, including any administrators or managers of your account or survey respondents;
• Customer Data means any content or data that you or your Users submit or transfer to Culture Amp using the Site;
• Service Improvement means work carried out by Culture Amp to improve the Site including work in respect of benchmarking, text analytics, linkage analysis, attrition prediction, algorithm improvements, comment translation and the development and provision of additional services and functionality; and
• Reports means any reports or analysis generated through the Culture Amp platform or other output of the Site.

1 The site

1.1 Culture Amp Site

We will provide you with access to, and use of, the Site. You may order paid services (“Service Upgrade”) at any time by contacting our Customer Success team. We will invoice you for any Service Upgrade at the time the Service Upgrade is ordered. Any Service Upgrade will be subject to our General Terms, found here.

1.2 Changes to or suspension of the Site

We reserve the right to amend, update and withdraw the Site, and any service or content we provide on the Site, in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Site is unavailable at any time or for any period.

1. 3 Third party services

If you use any third party service with the Site (for example, BambooHR, Namely, Slack or Workday integrations or a web browser), you acknowledge that third party service may access or use Customer Data. Culture Amp will not be responsible for any act or omission of the third party, including such third party’s use of Customer Data. Culture Amp does not warrant or support any such third party service, and you should contact that third party for any issues arising from your use of the third party service.

The Site may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, aggregators, and/or reporting services. All statements expressed in these materials, and all articles and responses to questions and other content, other than the content provided by us, are solely the opinions and the responsibility of the person or entity providing those materials.

If the Site contains links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Site, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

2 Data Protection

2.1 Data used in the Site

In the course of using the Site, you or your Users may transfer Customer Data to Culture Amp. You agree and consent to the use, transfer, processing, and storage of Customer Data in accordance with this Agreement and any applicable law.

Except where applicable laws require us to obtain your consent in another manner, and subject to the consent preferences you communicate to us, your use of this Site signifies consent to the collection, use and disclosure of your information as set forth in our Privacy Policy https://www.cultureamp.com/privacy-policy

Under no circumstances will any entity in the Culture Amp group be deemed a data controller with respect to Customer Data under any relevant law or regulation.

2.2 Security

Culture Amp has implemented technical, organisational, and administrative systems, policies, and procedures to help ensure the security, integrity, and confidentiality of Customer Data and to mitigate the risk of unauthorized access to or use of Customer Data.

2.3 Disaster recovery

Culture Amp will retain backup copies of Customer Data made in the ordinary course of business by Culture Amp, for the purpose of enabling appropriate disaster recovery practices. Despite any other term in this Agreement, Culture Amp will retain these backups for a period of up to 90 days from the time that each backup copy is generated. Thereafter, you agree and acknowledge that Customer Data will be irretrievably deleted from backups.

2.4 Data confidentiality

You shall not share any Customer Data or personal information in a manner inconsistent with this Agreement, your own internal policies and procedures or any applicable privacy law, rule or regulation.

3 Intellectual Property

3.1 Intellectual Property Rights definition

In these Terms of Use, Intellectual Property Rights means any and all present and future intellectual and industrial property rights, including any registered or unregistered forms of copyright, designs, patents, trade marks, service marks, domain names, good will and any commercial information. Intellectual Property Rights also include any application or right to apply for registrations of any of these rights, any rights protected or recognised under any laws throughout the world, related to these rights, and anything copied or derived from such property or rights.

3.2 Customer Intellectual Property Rights

You retain all ownership and Intellectual Property Rights to Customer Data. Culture Amp does not claim ownership over any Customer Data. This Agreement does not grant us any licences or rights to Customer Data except for the licences granted in clauses 3.3 and 3.4 below, or as otherwise required for us to provide the Site to you or your Users.

3.3 Licence for the the Sute

You grant Culture Amp a worldwide, royalty free licence to use, reproduce, distribute, modify, adapt, create derivative works, or archive Customer Data for the purposes of providing the Site to you as contemplated by this Agreement.

We grant you a limited, non-exclusive, non-transferable, non-assignable and non-sublicensable license to use any Reports which you can (and are authorised to) export through the functionality of the Site for your internal purposes.

3.4 Licence for Service Improvement

You grant Culture Amp a worldwide, royalty free licence to use, reproduce, distribute, modify, adapt, create derivative works, archive, or otherwise use Customer Data for the purposes of Service Improvement and creating de-identified aggregated data (“Data Sets”). Data Sets may be made publicly available and may be used after termination of these Terms of Use provided that such Data Sets cannot be used directly or indirectly to identify you or your Users.

3.5 Customer Data review

You acknowledge that, in order to ensure compliance with legal obligations, Culture Amp may be required to review certain content submitted to the Site to determine whether it is illegal or whether it violates these Terms of Use (such as when unlawful conduct or content is reported to us). We may also modify, prevent access to, delete, or refuse to display content that we reasonably believe violates the law or these Terms of Use. However, Culture Amp otherwise has no obligations to monitor or review any content submitted to the Site by you or any other person.

3.6 Customer feedback

If you provide us with any feedback associated with the Site, Culture Amp may use that feedback without any obligation to you.

3.7 Culture Amp Intellectual Property Rights

Nothing in this Agreement or from your use of the Site grants you:

(a) ownership in the Site or the content (including Reports) you access through the Site (other than Customer Data); and

(b) any right to use any Culture Amp trademarks or other Intellectual Property Rights contained in our brand identity.

Culture Amp will continue to own all right, title, and interest in and to the Site and the systems and networks used to provide the Site, including all system-generated data (e.g. dashboard data or Reports), modifications, improvements, upgrades, derivative works, and all intellectual property rights in and to any of the foregoing. Except for the express rights granted herein, we do not grant you any other licenses, express or implied, to any of our intellectual property including software, services, or products.

3.8 Platform Sub-processors

You agree that Culture Amp and the third-party service providers that are utilized by Culture Amp to assist in providing the Site to you have the right to access your account and to use, modify, reproduce, distribute, display and disclose Customer Data to the extent necessary to provide or improve or deliver the Site, including, without limitation, in response to your or your Users’ support requests.

Any third-party service providers utilized by Culture Amp will only be given access to your account and Customer Data as is reasonably necessary to provide the Site.

4 Account Management

4.1 Account security and access

You are responsible for safeguarding any passwords or other credentials used to access your account. Administrator or manager accounts may not be shared and may only be used by one individual per account. You are responsible for any activity occurring in your account (other than activity that Culture Amp is directly responsible for and is not performed in accordance with your instructions), whether or not you authorized that activity. If you become aware of any unauthorized access to, or use of, your account, you should immediately notify our Customer Success team.

4.2 Customer systems

You are responsible for maintaining and updating your operating systems, Internet browsers, anti-virus software, or other software that you or your Users use to access and use the Site.

5 Customer Obligations

5.1 Legal compliance

You must, and must ensure that your Users only use the Site in accordance with our instructions and all applicable laws and regulations (including, for the avoidance of doubt, internal company rules and/or privacy laws). You have obtained all consents, as required by applicable law, to:

(a) use the Site; and

(b) allow Culture Amp to provide the Site to you.

Except as required by law, Culture Amp takes no responsibility and assumes no liability for your use of the Site.

5.2 Unacceptable uses

You are responsible for your conduct and the conduct of your Users. You must ensure that you and your Users do not:

(a) misuse the Site by interfering with their normal operation, or attempting to access them using a method other than through the interfaces and instructions we provide;

(b) circumvent or attempt to circumvent any limitations that Culture Amp imposes on your account (such as any User limits);

(c) probe, scan, or test the vulnerability of any Culture Amp system or network, unless with prior written authorisation of Culture Amp;

(d) decipher, decompile, disassemble, translate, create derivative works, reverse engineer or otherwise attempt to reconstruct, identify or discover any source code, algorithms, underlying ideas or underlying user interface techniques in the Site or any of the software used to provide the Site, or attempt to do so;

(e) directly or indirectly identify a User contrary to any privacy setting or confidentiality obligation, or attempt to do so;

(f) transmit any viruses, malware, or other types of malicious software, or links to such software, through the Site;

(g) engage in abusive or excessive use of the Site, which is usage significantly in excess of average usage patterns that adversely affect the speed, responsiveness, stability, availability, or functionality of the Site for other customers and their users. Culture Amp will endeavour to notify you of any abusive or excessive usage to provide you with an opportunity to reduce such usage to a level acceptable to Culture Amp;

(h) use the Site to infringe the Intellectual Property Rights of others, or to commit any unlawful activity;

(i) attempt to circumvent any license, timing or use restrictions that are built into the Site; or

(j) unless authorized in writing by Culture Amp, lend, resell, lease or sublicense or otherwise use the Site for the benefit of a third party.

5.3 Users

You must:

(a) ensure that your Users comply with these Terms of Use;

(b) not send, upload or transmit any Customer Data or content of any type that infringes or violates any rights of any party or violates these Terms of Use; and

(c) not provide any person under the age of 16 with access to the Site, unless otherwise permitted by applicable law.

5.4 Suspension of Users

If a User breaches these Terms of Use or uses the Site in a manner that Culture Amp reasonably believes will cause Culture Amp liability or disrupt others’ use of the Site, then Culture Amp may suspend or close the applicable User account until the breach has been cured or the use in such manner has stopped.

6 Warranties

6.1 Warranties

You represent and warrant that:

(a) you have full power and authority to enter into this Agreement; and

(b) you will comply with all laws and regulations applicable to your use of the Site.

7 Indemnities

7.1 By Customer

You will indemnify, defend, and hold harmless Culture Amp and its affiliates from and against all liabilities, damages, and costs (including settlement costs and reasonable lawyers’ fees) arising out of any claim regarding or in connection with:

(a) Customer Data (including claims of Intellectual Property Rights infringement);

(b) your use of the Site in breach of these Terms of Use; or

(c) your Users’ use of the Site in breach of these Terms of Use.

8 Disclaimers and Limitations of Liability

8.1 Disclaimers

Culture Amp provides the Site on an “as is” basis and, except to the extent permitted by applicable law gives no warranties nor makes any representation of any kind including, but not limited to, the availability, reliability, or accuracy of the Site or any portion thereof, or regarding any Customer Data or other content associated with your account.

8.2 Exclusion and Limitation of liability

To the extent permitted by applicable law, Culture Amp will have no indemnification obligations nor liability arising out of or related to the the Site including, but not limited to liability for loss of profits, business interruption, any indirect, consequential, special, incidental, punitive, or exemplary damages arising out of or in connection with this Agreement, even if Culture Amp knew or should have known that such damages were possible and even if a remedy fails of its essential purpose, and regardless of the theory of liability, unless such exclusion of liability is not enforceable, in which case, Culture Amp’s aggregate liability with respect to the Site will not exceed US$100 (One Hundred U.S. Dollars).

8.3 Entire Agreement

These Terms of Use (including any documents incorporated by reference to a URL), constitute the entire agreement between you and Culture Amp and supersedes any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter. Any terms and conditions appearing on a purchase order or similar document issued by you do not apply to the Site, do not override or form a part of this Agreement, and are void.

8.4 Independent contractors

The relationship between the parties is that of independent contractors, and not legal partners, employees, or agents of each other.

8.5 No waiver

A party’s failure or delay to enforce a provision under these Terms of Use is not a waiver of its rights to do so.

8.6 Notices

All notices must be in writing and will be deemed given when:

(a) verified by written receipt, if sent by postal mail with verification of receipt service or courier;

(b) received, if sent by mail without verification of receipt; or

(c) when verified by automated receipt or electronic logs if sent by email.

Notices to Culture Amp must be sent to Culture Amp Pty Ltd, Level 2, 29 Stewart St, Richmond VIC 3121 Australia and marked to the attention of Legal Department, or by email to legal@cultureamp.com. Notices to you may be sent to the email address associated with the contact details in your account details.

8.7 Severability

If any provision of these Terms of Use is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed from these Terms of Use and the remaining terms will remain in full effect.

9 Amendments

9.1 Agreement amendments

Culture Amp may amend these Terms of Use from time to time and the most current version will be posted on the Culture Amp website.

10 Governing Law and Jurisdiction

(a) The Culture Amp party to this Agreement is Culture Amp Pty Ltd ACN 138 600 987) of Level 2, 29 Stewart St, Richmond VIC 3121, Australia;

(b) this Agreement is governed by the laws of Victoria, Australia; and

(c) each party submits to the exclusive jurisdiction of the courts of Victoria, Australia, in relation to any proceedings connected with this Agreement.

11 Other Terms

11.1 Actions by Culture Amp group entities

The Culture Amp entity which is party to this Agreement is determined in accordance with clause 10 of this Agreement. Despite this, any Culture Amp related entities may undertake the obligations for and on behalf of the Culture Amp contracting entity. Any Culture Amp entity which carries out its obligations under this Agreement must comply with the terms of this Agreement.

12 Contact

The Site is operated by Culture Amp Pty Ltd located at Level 2, 29 Stewart St, Richmond VIC 3121 Australia

All notices of copyright infringement claims should be sent to legal@cultureamp.com. It is our policy, in appropriate circumstances, to terminate repeat infringers.

All other feedback, comments, requests for technical support, and other communications related to the Site should be sent to: support@cultureamp.com