Terms and Conditions

Please read these terms and conditions:

CultureAlly Software Inc. d.b.a CultureAlly ("We", "Us", "Our", “Consultant” and terms of similar meaning) is a B2B Software provider that delivers customized diversity and inclusion learning and training content to our Customer (“Employer”, “Company”) employees (“Users”) virtually and/or through our web application.  The Content and Service are intended for Customer’s internal purposes, including in connection with User participation in Employer’s diversity and inclusion program.

These Terms apply to your (“You” “Your” or “User”) access and use of the Service which is owned and hosted by or on behalf of CultureAlly Software Inc.  The Service, Content and CultureAlly website (“Website”) (including all content, graphics, interfaces, trademarks, logos, design, "look and feel" of the Website and Learning Content) are the property of CultureAlly and its licensors.  We may provide links to third party websites and/or services not under the control of CultureAlly.  User agrees that CultureAlly does not endorse and bears no responsibility for such third party websites.  If You choose to access such websites and/or services, You do so at Your own risk. 

The Service, Content and Website are protected by Canadian, United States. and international copyright laws and copyright treaties as well as other intellectual property laws and treaties. Users may not reproduce, retransmit, share with third parties or use the Content or Service in any manner other than in accordance with the intended aims and purposes and these Terms.

WHEREAS, We have specialized expertise in the field of the services to be rendered hereunder; and WHEREAS, Company desires to have US provide certain training services as described in one or more Statements of Work (individually, a “SOW” and collectively, the “SOWs”) respecting a diversity and inclusion training (the “Program”) to Company employees through a virtual facilitated training(s).

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties agree as follows:

1.    Provision of Services.

1.1       General.  Company has agreed to engage Consultant as an independent contractor to provide training services for Company in respect of the Program and Consultant is willing to perform such services on the terms set forth herein.  These terms set forth standard terms and conditions applicable to each SOW entered into by the parties hereto. 

1.2       Each SOW will establish in writing the services to be performed (the “Services” or “Consulting Services”) and deliverables to be delivered (the “Deliverables”) by Consultant and other terms and conditions agreed to by the parties.  Each SOW will be executed by authorized representatives of Consultant and Company and will incorporate the terms and conditions by reference.  In the event of any inconsistency between these terms and an SOW, the terms and conditions of the SOW will control any such inconsistency.

2.    Independent Contractor. Nothing in these terms will in any way be construed to constitute Consultant as an agent, employee or representative of Company. Consultant will perform the Services as an independent contractor.  Nothing contained in this Agreement will imply a joint venture or principal/agent relationship between the parties, and neither party will have any right, power or authority to create any obligation, express or implied, on behalf of the other in connection with this Agreement.  

3.    Term and Termination.

3.1       Effective Date. The Effective Date is the date of signature by the Company. Either party may terminate this agreement at any time; provided, that the agreement shall survive for so long as any SOW is still in effect.

3.2 Obligations. Upon termination of this agreement or any SOW, Consultant will cease providing any Services. Upon such termination, Company will remain liable to Consultant for any unpaid Services performed under the applicable SOW.

4.    Price and Payment Terms.

4.1 During the term of this agreement, Company will compensate the Consultant in accordance with the fees set forth in each SOW (the “Fees”). Any changes requested by Company must be made in writing as an amendment to the relevant SOW (a “Change Order”) and will be used to accommodate additions, changes or alterations to the scope of services set out in an SOW or completion of additional Deliverables. Company agrees to pay such additional charges for changes or additional Services requested by Company pursuant to any Change order at an hourly rate USD $250/hr. unless otherwise agreed to in writing by both parties. Consultant may extend or modify any Services schedule or deadlines as may be required by such Change Order.

4.2 All invoices will be due and payable by Company when invoiced and will be deemed overdue if they remain unpaid 30 days after Company receives a written invoice for the related services. Consultant may, at its option suspend any ongoing Services until any overdue account is brought current.

5. Representations and Warranties. Consultant represents and warrants to Company that: a. Consultant has the authority and the right to enter into this agreement and any SOW, to perform the Services and deliver the Deliverables and its obligations are not in conflict with any other obligations of Consultant. b. To the best of Consultant’s knowledge, the Deliverables provided by Consultant do not infringe or violate any recognized patent, copyright or trade secret of any third party.

6.    Promotional/Marketing/Proprietary Rights.

6.1 Consultant may include pre-existing work or materials in the Deliverables. To the extent that pre-existing work or materials owned or licensed by Consultant are included in the Deliverables, Consultant retains all ownership and proprietary rights in such Deliverables and Company will not acquire any ownership rights in the same. Subject to the terms of this Agreement or any particular SOW, in consideration of the payment of the Fees, Consultant grants to Company a nonexclusive right and license to use, execute, display, and perform such Deliverables internally in connection with the Program.

6.2 Nothing in this Agreement will be construed to restrict, impair or deprive Consultant of any of its rights or proprietary interest in technology or products that existed prior to and independent of the performance of Services under this agreement or any related SOW.

7.    Limitation of Liability/Indemnity. Company understands and agrees that Consultant cannot guarantee Company will achieve any specific business-related outcome or result. Company agrees not to sue Consultant, its employees, agents and representatives, (collectively, "Releasees") and Company agrees to release, defend, indemnify and hold harmless Releasees from and against any and all claims, actions, lawsuits, liabilities and expenses of whatever nature in law, equity, or otherwise, now existing or which may exist in future arising from or relating to the Consulting Services provided by or on behalf of Consultant based on the failure to achieve any specific result, or any other adverse outcome based on Consultant Consulting Services.

CONSULTANT WILL NOT BE LIABLE FOR LOSS OR DAMAGE ARISING OUT OF THIS AGREEMENT OR THE TRAINING SERVICES. COMPANY’S SOLE REMEDY AND CONSULTANT’S MAXIMUM LIABILITY UNDER THIS AGREEMENT FOR ANY BREACH WILL BE FOR COMPANY TO RECEIVE A REFUND OF THE PRO RATED FEES RELATED SPECIFICALLY TO THE SERVICES. IN NO EVENT WILL CONSULTANT’S LIABILITY UNDER THIS AGREEMENT EXCEED THE FEES PAID BY COMPANY FOR SERVICES ATTRIBUTABLE TO THE CONSULTING SERVICES.

Both parties agree to attempt to resolve any dispute arising under this Agreement by Mediation before commencing any legal action against the other party. The provisions of this section will survive any termination of this Agreement.

8.    Notices. Any notices or communications required or permitted under this Agreement will be in writing and personally delivered or sent to ashley@cultureally.com (Ashley Kelly)

9.  Miscellaneous.

9.1      Governing Law.  These terms will be governed by and construed in accordance with the laws of Ontario, Canada, without reference to conflicts of law principles.

9.2      Assignment.  This Agreement may not be assigned, in whole or in part, by Consultant without the prior written consent of Company.

9.3      Benefit.  This Agreement is binding upon and will inure to the benefit of the parties hereto, their representatives, successors and permitted assigns.

9.4      Waiver.  No failure or successive failures on the part of either party, its successors or assigns, to enforce any covenant or agreement, and no waiver or successive waivers on its or their part of any condition of this Agreement will operate as a discharge of such covenant, agreement, or condition, or render the same invalid, or impair the right of either party, its successors and assigns, to enforce the same in the event of any subsequent breach or breaches by the other party hereto, its successors or assigns.

Updated June 2023