These Terms of Service (“Terms”) govern your access to and use of the CultureIQ Labs platform, website, and related services (collectively, the “Platform”). By creating an account, clicking “I agree,” or otherwise accessing the Platform, you agree to be bound by these Terms on behalf of yourself and the organization you represent.

1. Definitions

“CultureIQ Labs”: means CultureIQ Labs Corp., a corporation incorporated under the laws of Ontario, Canada.
“Customer”: means the organization that has subscribed to the Platform.
“Authorized User”: means an employee, contractor, or agent of the Customer authorized to access the Platform.
“Customer Data”: means all data, content, and information submitted to the Platform by the Customer or its Authorized Users.
“Health Information”: has the meaning given in the Personal Health Information Protection Act (PHIPA) (Ontario).
“Platform”: means the CultureIQ Labs SaaS application, APIs, documentation, and related services.
“Subscription Term”: means the period during which the Customer is subscribed to the Platform.
“Fees”: means the subscription fees payable by the Customer for access to the Platform.

2. Access and License

2.1 License grant

Subject to these Terms and timely payment of Fees, CultureIQ Labs grants the Customer a non-exclusive, non-transferable, limited right to access and use the Platform during the Subscription Term solely for internal business purposes in connection with occupational health management, psychological safety measurement, and return-to-work case management.

2.2 Account registration

The Customer must create an account and provide accurate, complete, and current information. The Customer is responsible for maintaining the confidentiality of its account credentials and for all activity under its account.

2.3 Authorized Users

The Customer is responsible for all actions taken by its Authorized Users and shall ensure compliance with these Terms.

2.4 Restrictions

The Customer shall not, and shall ensure its Authorized Users do not:

Sublicense, sell, resell, or transfer the Platform to any third party
Modify, copy, or create derivative works based on the Platform
Reverse engineer, disassemble, or decompile the Platform
Access the Platform to build a competing product or benchmark it without written consent
Use the Platform in any manner that violates applicable Canadian law
Introduce malware, viruses, or other harmful code
Conduct penetration testing without prior written authorization

3. Acceptable Use

3.1 Permitted purposes

The Platform is designed for measuring organizational psychological safety, managing return-to-work cases, delivering evidence-based leadership and RTW supervisor certification training, tracking CSA compliance, and generating organizational health and compliance reports.

3.2 Health data use

The Customer shall use health information entered into the Platform only for occupational health and RTW management purposes. Health information shall not be used for employment decisions based solely on platform-generated risk scores.

3.3 Employee consent

The Customer is solely responsible for obtaining valid consent from employees before entering their health information into the Platform.

3.4 Non-discrimination

The Customer shall not use RTW risk scores, psychological safety data, or any other Platform output to discriminate against employees on the basis of disability, mental health status, or any other protected ground. All platform outputs are decision-support tools and must be applied in a manner consistent with the duty to accommodate and applicable law.

4. Professional Disclaimer

4.1 Not professional advice

CultureIQ Labs is a technology platform providing decision-support tools. Nothing on the Platform constitutes medical advice, legal advice, or occupational health professional guidance.

4.2 RTW risk scores

RTW risk scores are probabilistic and informational only. They must be reviewed by a qualified professional before informing any workplace decision and must not be used as the sole basis for any employment, accommodation, or treatment decision.

4.3 Psychological safety assessments

Psychological safety assessments are organizational measurement tools, not clinical or diagnostic instruments. They must not be used to identify, diagnose, or make decisions about individual employee mental health conditions.

4.4 AI-generated content

The Platform includes Eunosa by CultureIQ Labs, an AI-powered assistant that provides contextual coaching, recommendations, and insights. All AI-generated outputs are decision-support tools only. They do not constitute professional advice of any kind and must be reviewed by qualified personnel before informing any workplace decision. CultureIQ Labs does not guarantee the accuracy, completeness, or applicability of AI-generated content.

4.5 Customer responsibility

The Customer is solely responsible for ensuring that all decisions affecting its employees comply with applicable employment, human rights, occupational health and safety, and privacy legislation.

5. Fees and Payment

5.1 Subscription fees

The Customer shall pay the Fees specified at the time of subscription. All Fees are in Canadian dollars (CAD) and are exclusive of applicable taxes.

5.2 Payment

Fees are due in advance at the start of each Subscription Term. Payment is processed by Stripe. If payment is not received within 10 business days, CultureIQ Labs may suspend access.

5.3 Taxes

The Customer is responsible for all applicable sales, use, GST/HST, and other taxes.

5.4 Refunds

Fees are non-refundable except as required by applicable law or in the event of material breach by CultureIQ Labs not cured within 30 days of written notice.

5.5 Fee changes

CultureIQ Labs may change Fees at any time with at least 60 days’ written notice.

5.6 Auto-renewal

Subscriptions automatically renew unless either party provides at least 30 days’ written notice of non-renewal before the end of the then-current Subscription Term.

6. Customer Data and Privacy

6.1 Ownership

The Customer retains all right, title, and interest in Customer Data.

6.2 Licence to Customer Data

The Customer grants CultureIQ Labs a limited, non-exclusive licence to store, process, and use Customer Data solely to provide the Platform and services.

6.3 Privacy compliance

Each party shall comply with applicable Canadian privacy legislation, including PIPEDA and, where applicable, PHIPA.

6.4 Data processing

CultureIQ Labs processes Customer Data as a processor on behalf of the Customer as controller.

6.5 Data export and portability

The Customer may export its data at any time during the Subscription Term. CultureIQ Labs will maintain Customer Data for 30 days following the end of the Subscription Term.

7. Intellectual Property

7.1 Platform ownership

CultureIQ Labs owns all right, title, and interest in the Platform, including all software, algorithms, scoring models, methodologies, documentation, the A.R.T. (Acknowledge, Reclaim, Thrive) framework, the proprietary RTW Complexity Risk Scoring methodology, all assessment instruments and supplement items, and all training content and curriculum. These constitute proprietary trade secrets and intellectual property of CultureIQ Labs Corp.

7.2 Feedback

If the Customer provides feedback, CultureIQ Labs may use such feedback without restriction or compensation.

7.3 Customer Data IP

Nothing in these Terms transfers ownership of Customer Data to CultureIQ Labs.

8. Confidentiality

8.1 Confidential information

“Confidential Information” means any information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential.

8.2 Obligations

Each party shall hold the other party’s Confidential Information in strict confidence and use it only for the purposes of these Terms.

8.3 Exclusions

Confidentiality obligations do not apply to information that is publicly available, was already known, is independently developed, or is required to be disclosed by law.

8.4 Duration

Confidentiality obligations survive termination for three years.

9. Warranties and Disclaimers

9.1 Mutual warranties

Each party warrants that it has the legal right and authority to enter into these Terms.

9.2 Platform warranty

CultureIQ Labs warrants that the Platform will perform materially in accordance with its documentation during the Subscription Term.

9.3 Customer data warranty

The Customer warrants that it has all rights, consents, and authorizations necessary to submit Customer Data to the Platform.

9.4 Disclaimer

Except as expressly set out in Section 9.2, the Platform is provided “as is” and “as available” without warranty of any kind. CultureIQ Labs disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

10. Indemnification

10.1 By CultureIQ Labs

CultureIQ Labs will defend and indemnify the Customer from any third-party claim that the Platform infringes a Canadian patent, copyright, trademark, or trade secret.

10.2 By Customer

The Customer will defend and indemnify CultureIQ Labs from any third-party claim arising from breach of these Terms, violation of applicable law, failure to obtain required consents, or misuse of Platform outputs.

11. Limitation of Liability

11.1 Limitation on consequential damages

Neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business interruption.

11.2 Cap on liability

CultureIQ Labs’ total aggregate liability shall not exceed the total fees paid by the Customer in the 12 months immediately preceding the claim.

11.3 Exceptions

These limitations do not apply to liability arising from gross negligence or wilful misconduct, death or personal injury, indemnification obligations, or any liability that cannot be limited under applicable law.

12. Term and Termination

12.1 Term

These Terms take effect when you first access the Platform and continue for the Subscription Term and any renewals.

12.2 Termination for convenience

Either party may terminate at the end of the then-current Subscription Term with at least 30 days’ written notice.

12.3 Termination for cause

Either party may terminate immediately if the other party materially breaches and fails to cure within 30 days, becomes insolvent, or commits a material violation of applicable privacy law.

12.4 Effect of termination

On termination: all licences terminate; Customer Data is available for export for 30 days; each party shall return or destroy the other party’s Confidential Information.

12.5 Survival

Definitions, Fees (amounts outstanding), Data export, IP, Confidentiality, Warranty Disclaimer, Indemnification, Limitation of Liability, and General Provisions survive termination.

13. Service Availability

CultureIQ Labs will use commercially reasonable efforts to make the Platform available 99% of the time, measured monthly, excluding scheduled maintenance, emergency maintenance, and force majeure events.

Support is provided via support@cultureiqlabs.ca with a target response time of 1 business day (4 business hours for outages). Founding Member customers receive priority support.

14. General Provisions

14.1 Governing law

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario.

14.2 Dispute resolution

The parties will attempt to resolve disputes through good-faith negotiation. If unresolved within 30 days, either party may pursue remedies in the courts of Ontario.

14.3 Entire agreement

These Terms, together with the Privacy Policy, Data Processing Agreement, and any applicable order documentation, constitute the entire agreement between the parties.

14.4 Amendments

CultureIQ Labs may amend these Terms with 30 days’ written notice. Amendments take effect at the start of the next billing period.

14.5 Assignment

The Customer may not assign these Terms without written consent. CultureIQ Labs may assign in connection with a merger, acquisition, or sale of assets.

14.6 Severability

If any provision is found unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions continue in full force.

14.7 Waiver

No failure or delay in exercising any right constitutes a waiver of that right.

14.8 Force majeure

Neither party is liable for failure or delay resulting from causes beyond its reasonable control.

14.9 Notices

Notices must be in writing and delivered by email. Notices to CultureIQ Labs: meagan.angelucci@cultureiqlabs.ca.

14.10 Relationship

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship.

15. Contact

CultureIQ Labs Corp.
Office 656, 145 1/2 Church Street, Unit 5, Toronto, ON M5B 1Y4, Canada

Email: meagan.angelucci@cultureiqlabs.ca