CultureNest RequestHub Terms of Service

IMPORTANT: THESE TERMS CONTAIN A BINDING ARBITRATION AGREEMENT, CLASS ACTION WAIVER, JURY TRIAL WAIVER, LIMITATIONS OF LIABILITY, AND OTHER PROVISIONS THAT AFFECT LEGAL RIGHTS. PLEASE READ THEM CAREFULLY.

These Terms of Service ("Terms") govern access to and use of RequestHub and related websites, applications, dashboards, portals, communications tools, reporting tools, artificial intelligence-assisted features, integrations, workflows, and other technology services made available by CultureNest LLC ("CultureNest," "Company," "we," "us," or "our") (collectively, the "Services").

By creating an account, accepting an invitation, clicking to accept these Terms, accessing or using the Services, or otherwise indicating acceptance, you agree to be bound by these Terms. If you access or use the Services on behalf of an organization, you represent and warrant that you are authorized to bind that organization ("Customer") to these Terms. If you do not agree, do not access or use the Services.

1. Relationship to Other Agreements

These Terms apply in addition to any master services agreement, order form, statement of work, subscription agreement, data processing agreement, confidentiality agreement, or other written agreement between CultureNest and Customer.

If there is a conflict, a separately executed written agreement controls only with respect to the subject matter it expressly addresses. These Terms control in all other respects. Customer purchase orders, procurement terms, portal terms, vendor onboarding terms, or similar documents do not modify these Terms unless expressly accepted by CultureNest in a signed writing.

2. Eligibility; Business Use; Authority

The Services are intended primarily for authorized business and professional use. You must be at least 18 years old and legally capable of entering into a binding agreement.

If you use the Services on behalf of a Customer, you represent and warrant that you have authority to do so. Customer is responsible for all access and use by its employees, contractors, agents, and other authorized users.

3. Accounts and Access

Customer is responsible for maintaining accurate account information, safeguarding credentials, assigning appropriate permissions, disabling access when no longer needed, and promptly notifying CultureNest of suspected unauthorized use.

Customer is responsible for all activity conducted through its accounts and by its authorized users. CultureNest may reasonably rely on instructions, approvals, submissions, permissions, and other actions taken through an authenticated account or by an individual reasonably appearing to have authority to act for Customer.

CultureNest is not responsible for losses caused by Customer's failure to properly administer accounts, permissions, devices, credentials, or internal access controls.

4. Nature of the Services

The Services may support operational request intake, issue management, task assignment, workflow management, status tracking, escalation, vendor coordination, communications, approvals, documentation, reporting, analytics, artificial intelligence-assisted functions, and related business processes.

The Services are operational tools. Unless expressly agreed in a signed writing, CultureNest does not guarantee any particular feature, workflow, response time, service level, availability level, integration, third-party response, or business outcome.

CultureNest may add, modify, replace, suspend, or discontinue features or integrations from time to time.

5. RequestHub Is Not an Emergency System

REQUESTHUB IS NOT AN EMERGENCY COMMUNICATION, SAFETY, CLINICAL, SECURITY, OR INCIDENT-RESPONSE SYSTEM.

Customer must not rely on RequestHub, email, SMS, push notifications, automated routing, dashboards, or other Service functionality for emergencies, immediate threats to health or safety, urgent patient-care decisions, cybersecurity emergencies, or circumstances requiring immediate action.

Customer is responsible for maintaining and using appropriate emergency, clinical, security, and escalation procedures outside the Services.

6. Request Statuses, Routing, Notifications, and Service Levels

A request's creation, assignment, forwarding, escalation, status, priority, completion designation, or other system state does not guarantee that the request has been reviewed by any particular person, accepted by a vendor, correctly classified, completed, resolved, or handled within any particular period.

Notifications may be delayed, blocked, filtered, misdirected, intercepted, or fail to arrive. CultureNest does not guarantee delivery of any notification or communication.

Any displayed target time, service level, queue status, priority, or elapsed-time calculation is informational unless expressly incorporated into a signed agreement.

Customer remains responsible for determining whether additional follow-up, escalation, verification, or action is required.

7. Third-Party Vendors and Forwarding

The Services may allow requests, messages, documents, or other information to be forwarded to or shared with third-party vendors or other recipients.

Customer authorizes CultureNest to transmit information to recipients selected, configured, designated, or approved by Customer or its authorized users.

Customer is responsible for verifying the appropriate recipient, the accuracy and completeness of the information being transmitted, whether the information may lawfully be disclosed, and whether additional follow-up is required.

CultureNest's coordination with, communication with, introduction of, recommendation of, integration with, or facilitation of a relationship with a third party does not constitute an endorsement, warranty, assumption of responsibility, agency relationship, or guarantee of that third party's services or performance.

To the maximum extent permitted by law, CultureNest is not responsible for the acts, omissions, negligence, misconduct, delay, failure, security practices, availability, or performance of any third-party provider.

8. Customer Instructions and Reliance

CultureNest may rely on information, instructions, approvals, requests, selections, and authorizations submitted through an authenticated Customer account or by an authorized user without independently verifying their accuracy, completeness, legality, authority, or appropriateness.

Customer is solely responsible for its instructions and for resolving internal disagreements regarding who was authorized to submit or approve them.

9. Artificial Intelligence and Automated Features

Certain Services may use artificial intelligence, machine learning, automated decision-support systems, or third-party AI technology ("AI Features").

AI Features may assist with classification, summarization, drafting, routing, prioritization, reporting, recommendations, information retrieval, and workflow automation.

AI-generated or AI-assisted output may be incomplete, inaccurate, outdated, misleading, inappropriate, or otherwise contain errors. AI Features are probabilistic and are not a substitute for qualified human judgment.

Customer and its users are responsible for reviewing and verifying AI-assisted output before using or relying upon it, especially for any legal, financial, employment, medical, compliance, security, patient-related, or other consequential matter.

A suggested classification, routing destination, summary, draft communication, report, recommendation, or other AI-generated output does not constitute a substantive decision by CultureNest.

CultureNest does not warrant that AI Features will be error-free, unbiased, complete, accurate, or suitable for any particular decision or purpose.

10. No Professional Advice

Unless expressly stated in a separate signed agreement, CultureNest and the Services do not provide legal, medical, clinical, accounting, tax, investment, insurance, cybersecurity, or other regulated professional advice.

Information made available through the Services is for operational and informational purposes. Customer is responsible for obtaining appropriate professional advice where necessary.

Use of the Services does not, by itself, create an attorney-client, physician-patient, fiduciary, trustee, agency, or other regulated professional relationship.

11. PROHIBITION ON PROTECTED HEALTH INFORMATION

REQUESTHUB IS NOT DESIGNED, INTENDED, AUTHORIZED, OR OFFERED FOR THE CREATION, RECEIPT, MAINTENANCE, STORAGE, PROCESSING, OR TRANSMISSION OF PROTECTED HEALTH INFORMATION ("PHI"), AS DEFINED UNDER THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 AND ITS IMPLEMENTING REGULATIONS ("HIPAA").

CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT CUSTOMER AND ITS USERS SHALL NEVER, UNDER ANY CIRCUMSTANCES, ENTER, UPLOAD, ATTACH, SUBMIT, TRANSMIT, STORE, DISCLOSE, OR OTHERWISE MAKE PHI AVAILABLE THROUGH REQUESTHUB.

This prohibition includes, without limitation, patient names or other patient identifiers when associated with health information, dates of birth, medical record numbers, patient account numbers, clinical information, diagnoses, treatment information, patient photographs, screenshots containing patient information, medical records, and insurance information that constitutes PHI.

Customer acknowledges and agrees that:

(a) RequestHub is intended solely for operational and business information that does not contain PHI;

(b) Customer is solely responsible for determining whether information constitutes PHI before submitting it;

(c) Customer is responsible for informing, training, supervising, and controlling its workforce and authorized users to ensure compliance with this prohibition;

(d) Customer shall not instruct or permit any person to use RequestHub to communicate or store PHI;

(e) CultureNest does not agree to act as Customer's "business associate" under HIPAA in connection with RequestHub, and no Business Associate Agreement applies to RequestHub unless CultureNest expressly agrees otherwise in a separate written agreement signed by CultureNest;

(f) CultureNest's provision of RequestHub does not constitute an agreement or authorization to receive, maintain, process, or transmit PHI; and

(g) an unauthorized submission of PHI does not expand the intended scope of the Services or constitute CultureNest's agreement to accept PHI.

If Customer or an authorized user inadvertently or improperly submits PHI through RequestHub, Customer must notify CultureNest promptly after discovery and cooperate fully with CultureNest in removing, deleting, isolating, or otherwise addressing the information.

CultureNest may remove or delete suspected PHI, restrict access to affected information, suspend an account or user, or take other reasonable action to protect CultureNest, Customer, affected individuals, or the Services.

Nothing in this Section limits or modifies obligations CultureNest expressly assumes under a separately executed Business Associate Agreement applicable to a service other than RequestHub.

12. Other Sensitive or Regulated Information

Unless expressly authorized by CultureNest in writing, Customer shall not submit payment-card information, bank-account credentials, passwords, authentication secrets, Social Security numbers, biometric identifiers, genetic information, government identification credentials, classified information, export-controlled information, or other information whose processing through the Services is prohibited by applicable law.

Customer is responsible for determining whether the Services are appropriate for the information it chooses to submit.

13. Customer Content

"Customer Content" means information, files, text, messages, requests, attachments, records, data, instructions, communications, and other materials submitted to the Services by or on behalf of Customer or its authorized users.

As between Customer and CultureNest, Customer retains ownership of Customer Content.

Customer grants CultureNest and its service providers a nonexclusive, worldwide, royalty-free right to host, reproduce, transmit, process, format, display, modify, and otherwise use Customer Content to the extent reasonably necessary to provide, operate, support, secure, troubleshoot, maintain, improve, and administer the Services; process Customer instructions; prevent misuse or harm; and comply with law.

Customer represents and warrants that it has all rights, permissions, consents, and legal authority necessary to provide Customer Content and permit its processing as contemplated by these Terms.

14. Aggregated and De-Identified Data

CultureNest may generate and use statistical, aggregated, anonymized, or de-identified information derived from use of the Services, provided such information does not reasonably identify Customer or an individual.

CultureNest may use such information for analytics, benchmarking, security, product development, service improvement, research, quality improvement, and operational purposes.

15. Feedback

If Customer or any user provides ideas, suggestions, recommendations, enhancement requests, corrections, or other feedback concerning the Services ("Feedback"), Customer grants CultureNest a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free right to use, develop, commercialize, incorporate, reproduce, modify, and otherwise exploit that Feedback without restriction or obligation.

16. CultureNest Intellectual Property

The Services and all associated software, technology, workflows, designs, interfaces, databases, architecture, processes, documentation, methodologies, algorithms, models, templates, reports, visual elements, trademarks, inventions, developments, and other intellectual property created or owned by CultureNest are and remain the exclusive property of CultureNest or its licensors.

Except for the limited right to access the Services during an authorized subscription or engagement, no intellectual-property rights are transferred to Customer.

Customer shall not directly or indirectly reverse engineer, decompile, disassemble, decode, copy, scrape, systematically extract, circumvent access controls, use the Services to develop or train a competing product, publish benchmarking without CultureNest's written consent, resell or sublicense the Services, remove proprietary notices, access nonpublic portions without authorization, or interfere with the integrity, availability, performance, or security of the Services.

17. Acceptable Use

Customer and its users shall not use the Services unlawfully, fraudulently, deceptively, maliciously, or in a manner that violates another person's rights; uploads malware; obtains unauthorized access; impersonates another person; harasses or threatens others; transmits content without authority; conducts unauthorized security testing; interferes with system operation; bypasses controls; transmits unlawful spam; facilitates illegal activity; violates sanctions or export-control laws; or creates material security, legal, operational, reputational, or compliance risk.

CultureNest may investigate suspected violations and may remove content, restrict functionality, suspend access, or terminate accounts where reasonably necessary to protect CultureNest, Customer, other users, third parties, or the Services.

18. Third-Party Services

The Services may interoperate with or depend on third-party products, cloud services, infrastructure providers, communication providers, APIs, AI providers, identity providers, vendors, or other services ("Third-Party Services").

CultureNest does not control Third-Party Services and is not responsible for their availability, outages, interruptions, errors, security incidents, changes, data handling, acts, omissions, or discontinuation.

Use of Third-Party Services may be subject to separate terms and policies.

19. Communications and Electronic Notices

Customer authorizes CultureNest to communicate electronically in connection with the Services, including by email, in-application notifications, automated messages, and other electronic methods.

Customer is responsible for maintaining accurate contact information and monitoring communications relevant to its use of the Services.

Where Customer uses the Services to communicate with employees, contractors, vendors, patients, customers, or other third parties, Customer is responsible for ensuring it has the legal right and any required consent to send those communications.

20. Security

CultureNest may implement administrative, technical, and organizational safeguards it determines appropriate for the Services.

No information system, network, software platform, transmission method, storage environment, or security measure can guarantee absolute security. CultureNest does not warrant that unauthorized third parties will never defeat security measures or that the Services will be immune from vulnerabilities, malicious activity, outages, or security incidents.

Customer is responsible for safeguards within systems, devices, networks, accounts, credentials, and environments under Customer's control.

21. Records, Backups, Retention, and System of Record

Unless CultureNest expressly agrees otherwise in writing, the Services are not intended to serve as Customer's sole or authoritative system of record.

Customer is responsible for maintaining copies of information it is legally, professionally, contractually, or operationally required to retain.

CultureNest may establish and modify reasonable retention, archival, backup, and deletion practices, subject to applicable contractual commitments and law.

Following termination or expiration, Customer Content may become inaccessible and may subsequently be deleted in accordance with CultureNest's retention practices and applicable law. Customer is responsible for exporting information it wishes to preserve before access ends unless otherwise agreed in writing.

22. Beta, Preview, and Experimental Features

CultureNest may make beta, preview, experimental, pilot, test, or early-access functionality available. Such functionality may be incomplete, unstable, materially changed, or discontinued without notice.

Unless expressly agreed otherwise in writing, such functionality is provided "AS IS," without warranties, support commitments, or service levels, and may not be appropriate for production, regulated, or mission-critical use.

23. Suspension and Termination

CultureNest may suspend or restrict access where it reasonably believes Customer has violated these Terms; Customer's use creates legal, security, operational, reputational, or compliance risk; unauthorized activity has occurred; fees are overdue; suspension is necessary to protect system integrity; or CultureNest is required to do so by law or by a provider on which the Services depend.

CultureNest may terminate access for material breach or as otherwise provided in an applicable written agreement.

Upon termination, Customer's right to use the Services ends. Provisions that by their nature should survive termination will survive, including provisions concerning intellectual property, confidentiality, restrictions, disclaimers, indemnification, limitations of liability, dispute resolution, and accrued rights.

24. Confidentiality

Customer may receive nonpublic information concerning CultureNest's technology, software, pricing, workflows, product roadmap, security practices, operations, clients, vendors, or other proprietary information ("CultureNest Confidential Information").

Customer shall use CultureNest Confidential Information only for authorized purposes, protect it using at least reasonable care, disclose it only to persons with a legitimate need to know who are subject to appropriate confidentiality obligations, and not use it to compete with CultureNest or circumvent CultureNest's business relationships.

CultureNest Confidential Information does not include information Customer can demonstrate was lawfully known without restriction, independently developed without reference to the confidential information, lawfully obtained from an unrestricted third party, or publicly available through no breach of obligation.

25. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

CULTURENEST DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, CULTURENEST DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, COMPLETE, ACCURATE, OR FREE FROM HARMFUL COMPONENTS; THAT DEFECTS WILL BE CORRECTED; THAT AI OUTPUT WILL BE CORRECT; THAT NOTIFICATIONS OR COMMUNICATIONS WILL BE DELIVERED; THAT THIRD-PARTY SERVICES WILL REMAIN AVAILABLE; OR THAT ANY PARTICULAR BUSINESS, OPERATIONAL, FINANCIAL, LEGAL, CLINICAL, EMPLOYMENT, OR OTHER RESULT WILL BE ACHIEVED.

No oral or written information provided by CultureNest creates a warranty unless expressly stated in a signed written agreement.

26. Customer Responsibility for Decisions and Actions

Customer retains sole responsibility for its business and professional decisions, actions, omissions, approvals, and use of information.

CultureNest is not responsible for decisions or actions taken by Customer, its users, vendors, employees, contractors, patients, clients, or third parties based on requests, ticket status, dashboards, reports, analytics, communications, recommendations, classifications, routing, alerts, summaries, estimates, AI-assisted content, or other information made available through the Services.

Customer is responsible for independently evaluating information where material consequences may result.

27. Indemnification

To the maximum extent permitted by law, Customer will defend, indemnify, and hold harmless CultureNest and its affiliates, owners, members, managers, officers, directors, employees, contractors, agents, licensors, successors, and assigns from and against third-party claims, demands, proceedings, investigations, liabilities, damages, judgments, settlements, penalties, fines, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to:

(a) Customer Content;

(b) Customer's or its users' use or misuse of the Services;

(c) Customer's breach of these Terms;

(d) Customer's violation of applicable law;

(e) Customer's violation of another person's rights;

(f) Customer's instructions to CultureNest;

(g) Customer's communications with or disclosures to vendors or third parties through the Services;

(h) employment, personnel, patient, client, vendor, or other decisions made by Customer;

(i) Customer's failure to obtain required permissions, authorizations, or consents;

(j) Customer's negligent, reckless, fraudulent, or willful conduct;

(k) any claim that Customer Content infringes, misappropriates, or violates a third party's rights; or

(l) Customer's or its users' unauthorized submission, disclosure, storage, or use of PHI through RequestHub.

CultureNest may assume exclusive control of the defense of any matter subject to indemnification, at Customer's expense, and Customer will reasonably cooperate. Customer may not settle a claim imposing liability, admission, obligation, or restriction upon CultureNest without CultureNest's prior written consent.

28. Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CULTURENEST AND ITS AFFILIATES, OWNERS, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR ENHANCED DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OPPORTUNITY, ANTICIPATED SAVINGS, DATA, OR USE, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

This exclusion includes claims arising from outages, interruptions, delayed or failed communications, loss or corruption of data, unauthorized access, third-party conduct, vendor failures, incorrect routing, missed service levels, AI-generated or automated output, reliance on reports or information, cybersecurity incidents, business interruption, or inability to access or use the Services.

29. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF CULTURENEST AND ITS AFFILIATES ARISING OUT OF OR RELATING TO THE SERVICES, THESE TERMS, OR THE PARTIES' RELATIONSHIP, REGARDLESS OF THE NUMBER OF CLAIMS OR THEORY OF LIABILITY, WILL NOT EXCEED THE GREATER OF (A) $100 OR (B) THE FEES ACTUALLY PAID TO CULTURENEST SPECIFICALLY FOR THE AFFECTED SERVICE DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM.

Amounts paid to CultureNest for services other than the specific Service giving rise to the claim are excluded from the liability cap calculation.

The limitations in these Terms are fundamental elements of the bargain between the parties and apply even if a limited remedy fails of its essential purpose.

Nothing in these Terms limits liability to the extent such liability cannot lawfully be limited.

30. Release Regarding Third Parties

To the maximum extent permitted by law, Customer releases CultureNest from claims arising primarily from the acts or omissions of third parties, including vendors, service providers, contractors, telecommunications providers, cloud providers, integration partners, AI providers, and recipients of communications, except to the extent directly caused by CultureNest's liability that cannot lawfully be disclaimed.

31. No Fiduciary, Partnership, or Agency Relationship

Except as expressly established in a signed written agreement, nothing in these Terms creates a partnership, joint venture, fiduciary relationship, franchise, employment relationship, or agency relationship between Customer and CultureNest.

CultureNest's operational coordination of vendors or other parties does not make CultureNest the guarantor, employer, principal, or legal agent of those parties.

32. Force Majeure

CultureNest will not be liable for delay, interruption, or failure to perform caused by events outside its reasonable control, including natural disasters, acts of God, fire, flood, severe weather, epidemic, pandemic, war, terrorism, civil unrest, governmental action, labor disputes, utility failure, Internet or telecommunications failure, cyberattack, denial-of-service attack, widespread technology outage, third-party hosting or cloud failure, failures of third-party vendors or integrations, or other events beyond CultureNest's reasonable control.

33. Dispute Resolution; Mandatory Individual Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

Except for disputes expressly excluded below, any dispute, claim, or controversy arising out of or relating to these Terms, the Services, Customer's relationship with CultureNest, or any related transaction, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, will be resolved by binding individual arbitration rather than in court.

The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision.

Before initiating arbitration, the complaining party must provide written notice describing the dispute and requested relief and allow the other party at least thirty (30) days to attempt informal resolution.

If the dispute is not resolved, arbitration will be administered by the American Arbitration Association ("AAA") under its applicable Commercial Arbitration Rules, unless the parties agree otherwise.

Unless otherwise agreed, arbitration will take place in Maricopa County, Arizona, before one arbitrator.

The arbitrator may award any individual remedy available under applicable law but may not consolidate claims of different parties or preside over any class, collective, or representative proceeding.

Judgment on the arbitration award may be entered in any court of competent jurisdiction.

Either party may seek temporary, preliminary, or permanent injunctive or equitable relief in court to protect intellectual property, confidential information, data, security, access credentials, or systems without waiving arbitration of other claims.

34. Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY AGREES THAT DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS.

Neither party may bring or participate in a class action, collective action, consolidated action, private-attorney-general action, or representative proceeding against the other. The arbitrator has no authority to conduct such a proceeding.

35. Jury Trial Waiver

To the extent any dispute is permitted to proceed in court rather than arbitration, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY to the maximum extent permitted by law.

36. Governing Law and Venue

These Terms are governed by the laws of the State of Arizona, without regard to conflict-of-law principles, except to the extent federal law applies.

For any dispute not subject to arbitration, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in Maricopa County, Arizona, and waive objections based on venue or inconvenient forum.

37. Time Limit for Claims

To the maximum extent permitted by law, any claim arising out of or relating to the Services or these Terms must be brought within one (1) year after the claim accrued or it is permanently barred.

This limitation does not apply where applicable law prohibits contractual shortening of the limitations period.

38. Injunctive Relief

Customer acknowledges that unauthorized use, disclosure, copying, reverse engineering, misappropriation, or interference involving CultureNest's intellectual property, confidential information, systems, or technology may cause irreparable harm for which monetary damages may be inadequate.

CultureNest may seek injunctive or equitable relief without posting bond or proving actual monetary damages to the extent permitted by law.

39. Changes to These Terms

CultureNest may update these Terms from time to time. Updated Terms become effective when posted or on a later date identified in the updated Terms.

Where required by law or where CultureNest determines a change is material, CultureNest may provide additional notice. Continued use of the Services after revised Terms become effective constitutes acceptance to the extent permitted by law.

CultureNest may require affirmative reacceptance of revised Terms.

40. Electronic Contracting and Acceptance Records

Customer agrees that electronic acceptance, electronic records, electronic notices, and electronic signatures may be used in connection with these Terms and the Services and have the same legal effect as handwritten signatures to the maximum extent permitted by law.

CultureNest may maintain records evidencing acceptance, including user or account identifiers, date and time, acceptance events, IP or device information where lawfully collected, and the version of the Terms accepted.

41. Assignment

Customer may not assign or transfer these Terms or rights to access the Services without CultureNest's prior written consent.

CultureNest may assign these Terms, in whole or in part, to an affiliate or in connection with a merger, acquisition, financing, reorganization, sale of assets, change of control, or similar transaction.

42. No Third-Party Beneficiaries

Except for CultureNest parties expressly protected by indemnification, disclaimer, release, and limitation-of-liability provisions, these Terms do not create rights for any third party.

43. Waiver

Failure to enforce any provision does not waive the right to enforce that provision or any other provision later. Any waiver must be express and, where applicable, in writing.

44. Severability

If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.

Where legally permissible, an invalid provision will be modified only to the minimum extent necessary to make it enforceable while preserving the parties' original intent as closely as possible.

45. Entire Agreement

Together with any applicable written agreement expressly governing the Services, these Terms constitute the agreement concerning access to and use of the Services and supersede prior or contemporaneous understandings concerning the same subject matter.

46. Interpretation

Headings are for convenience only. "Include" and "including" mean "including without limitation." References to "written" or "in writing" include electronic communications where legally permissible.

No rule requiring interpretation against the drafter will apply merely because CultureNest prepared these Terms.

47. Contact

Questions regarding these Terms may be sent to:

CultureNest LLC

Phoenix, Arizona

hello@culturenest.io

https://culturenest.io

© 2026 CultureNest LLC. All rights reserved.