Terms of Service

1. Agreement and acceptance

These Terms of Service (the “Terms”) are between CultureNest LLC (“CultureNest,” “we,” “us”) and, as applicable, (a) the business, employer, or other organization that receives the Service under a Signed Agreement, Order Form, acceptance by an authorized administrator on its behalf, or other authorized agreement (the “Customer”), and (b) each authorized individual who accesses the Service under a Customer account (a “User”). “Service” means the BlueJay platform, websites, applications, APIs, exports, documentation, and related services.

Each User personally accepts the provisions of these Terms that apply to the User’s access and conduct, including account security, confidentiality, the Acceptable Use Policy, intellectual property, and electronic communications, by checking an acceptance box or otherwise expressly accepting. A User’s individual acceptance does not by itself bind the Customer. Only a person who expressly accepts or signs on behalf of the Customer represents that they have authority to bind it, and commercial and subscription obligations attach to the Customer through its authorized agreement. Electronic acceptance has the same effect as a handwritten signature to the maximum extent permitted by applicable law. If you do not agree, do not use the Service.

Questions or disputes about workforce matters should be directed to the responsible employer, HR team, plan administrator, carrier, or payroll provider, except for support concerning BlueJay itself. Customer is accountable for its workforce, administrator, and provider decisions.

The Acceptable Use Policy, Electronic Communications Notice, and Copyright and Trademark Notice are incorporated into these Terms. The Privacy Policy, Cookie Policy, Security Overview, and Accessibility Statement are informational notices and do not create contractual commitments by CultureNest except where expressly stated.

2. Order of precedence

If Customer and CultureNest have signed a Master Services Agreement, Order Form, Business Associate Agreement (“BAA”), Data Processing Agreement (“DPA”), security addendum, or similar written agreement (a “Signed Agreement”), the Signed Agreement controls over any conflicting provision of these Terms for that Customer and its Users. Otherwise, the following order applies: (a) these Terms; (b) the incorporated policies; (c) documentation. No purchase order, vendor-portal, or other Customer-issued terms apply, even if accepted electronically, unless signed by an authorized CultureNest officer.

3. Business-to-business service; authorized use

The Service is provided solely for business use by organizations and their authorized personnel. It is not offered to consumers for personal, family, or household purposes. Access is invitation-only. Each User represents that the User is at least 18 years old and has been authorized by the Customer to access the Service in the role assigned.

4. Customer and administrator responsibilities

Customer, acting through its administrators, is solely responsible for:

• User provisioning, invitations, access, roles, permissions, approvals, and timely offboarding and deactivation;
• the accuracy, completeness, and legality of Customer Data and configuration;
• all instructions given through the Service and the lawfulness of those instructions;
• providing all notices to and obtaining all consents from personnel, dependents, beneficiaries, and other individuals that applicable law requires;
• compliance with employment, labor, wage-and-hour, leave, benefits, privacy, anti-discrimination, recordkeeping, and other workforce laws; and
• all acts and omissions of its Users, which are deemed Customer’s acts and omissions.

5. Accounts and security

You must keep credentials confidential, not share accounts, use any multi-factor authentication or other security controls the Service or your organization makes available, maintain reasonable security on your devices and networks, and notify your administrator and CultureNest at hello@culturenest.io promptly upon any suspected compromise or unauthorized use. You are responsible for activity under your credentials until you report a compromise.

CultureNest may suspend or restrict any account, User, organization, integration, or feature, with or without prior notice, where CultureNest reasonably believes it is necessary to protect the security, integrity, or availability of the Service; protect other customers or third parties; comply with law or legal process; or address a suspected breach of these Terms. CultureNest will use reasonable efforts to notify the affected Customer where lawful and practicable.

6. License to use the Service

Subject to these Terms and any Signed Agreement, CultureNest grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the subscription term for its authorized Users to access and use the Service solely for Customer’s internal business operations.

7. CultureNest ownership; restrictions

CultureNest and its licensors exclusively own all right, title, and interest in and to the Service and all related software, source and object code, interfaces, designs, layouts, workflows, architecture, documentation, APIs, database schemas, models, algorithms, methods, know-how, inventions, improvements, updates, derivative works, and all associated intellectual-property rights. No rights are granted by implication, estoppel, or otherwise. All rights not expressly granted are reserved.

You will not, and will not permit anyone to:

• copy, clone, frame, mirror, modify, translate, or create derivative works of the Service or any part of it;
• reverse engineer, decompile, disassemble, or attempt to derive source code, models, or underlying structure, except to the limited extent applicable law expressly permits despite this restriction;
• scrape, crawl, or harvest the Service or its data by automated means except through interfaces CultureNest provides for that purpose;
• access or use the Service to build, benchmark, or improve a competing product or service, or to train, fine-tune, or evaluate any machine-learning or AI model;
• publish benchmark or performance tests for competitive purposes without written consent;
• sell, resell, rent, lease, sublicense, distribute, or use the Service on a time-sharing, service-bureau, or outsourcing basis for third parties;
• circumvent, disable, or interfere with security, authentication, permissions, usage limits, or access controls; or
• remove or obscure any proprietary notice.

8. Customer Data

“Customer Data” means data and content submitted to the Service by or for Customer, excluding Feedback, Aggregated Data, Usage Data, telemetry, operational and security metadata, de-identified data, and the Service and CultureNest technology. As between the parties, Customer owns Customer Data. Customer grants CultureNest and its service providers a worldwide, non-exclusive, royalty-free license to host, store, copy, process, transmit, display, back up, secure, and otherwise use Customer Data as necessary to provide, maintain, secure, and support the Service, prevent or address technical, security, or fraud issues, comply with law, and as described in the Privacy Policy.

Customer represents and warrants that it has, and will maintain, all rights, consents, notices, authorizations, and lawful bases required to submit Customer Data and to instruct its processing, and that Customer Data and its processing through the Service will not violate law or any third party’s rights. Customer is responsible for data minimization and for submitting only data reasonably necessary for its purposes.

“Usage Data” means technical and operational data about use and performance of the Service (such as logs, events, configuration, and diagnostics), excluding Customer content except as needed to operate, support, and secure the Service. CultureNest may create and use aggregated or de-identified data that does not identify any individual or Customer (“Aggregated Data”) for security, analytics, benchmarking, product development and improvement, and other lawful business purposes. CultureNest will not attempt to re-identify Aggregated Data, except as permitted by law for testing de-identification. Subject to Customer’s ownership of Customer Data, CultureNest owns the Service, its rights in Feedback, Aggregated Data, Usage Data, and all improvements and derivatives.

9. Prohibited and regulated data

Unless expressly authorized in a Signed Agreement, you will not submit:

• full Social Security numbers, full taxpayer identification numbers, passport or driver’s-license numbers, or other full government identifiers (the Service is designed to accept, at most, an optional last-four digits in designated fields);
• payment card data or financial-account credentials;
• protected health information (“PHI”): Customers may not use BlueJay to create, receive, maintain, or transmit PHI on behalf of a HIPAA-covered entity or health plan in circumstances requiring a Business Associate Agreement unless CultureNest and the applicable Customer have executed a BAA. Nothing in these Terms is intended to determine HIPAA or business-associate status contrary to applicable law. Customer is responsible for determining whether its intended use involves PHI, whether a BAA or other safeguards are required, and whether its use of BlueJay is appropriate for that purpose;
• genetic information, detailed medical records, or diagnosis information beyond what a Service field is expressly designed to collect;
• data about children except dependent information in fields designed for that purpose and submitted by an authorized employee or administrator;
• export-controlled, classified, or other regulated data not appropriate for a general-purpose HR platform.

These Terms do not determine any party’s legal status under HIPAA contrary to law, and CultureNest makes no HIPAA compliance representation absent an executed BAA. Customer and its Users are primarily responsible for complying with this prohibition, determining whether a BAA is required, lawful submission, required notices and consents, minimization and access controls, and Customer-side HIPAA obligations. Submission of unauthorized PHI or other prohibited data is a material breach and unauthorized use, and Customer is liable, to the maximum extent permitted by law and subject to Sections 21 and 22, for resulting claims, costs, remediation, and regulatory exposure. CultureNest may delete, quarantine, restrict, or otherwise remediate such data. Nothing in this Section disclaims duties that applicable law imposes on CultureNest.

10. Benefits functionality

BlueJay includes tools to configure plan-year information and to record benefit enrollment elections, waivers, dependents, beneficiaries, acknowledgments, and related exports (“Benefits Features”). CultureNest does not undertake the role of insurer, insurance producer, agent, or broker, plan sponsor, plan administrator, third-party administrator, fiduciary, payroll provider, benefits consultant, carrier, clearinghouse, tax advisor, or legal advisor merely by providing software, unless CultureNest expressly assumes that role in a Signed Agreement and applicable law permits. These Terms do not determine regulatory status contrary to law. A Signed Agreement assuming a regulated role controls only as to what it expressly assumes.

• The Service does not create, amend, interpret, guarantee, underwrite, fund, or administer any benefit plan. BlueJay is not the authoritative plan document. Governing plan documents, insurance contracts, carrier documents, and applicable law control over any conflicting information in BlueJay.
• Customer owns and remains solely responsible for plan design and documents (including SPDs and SBCs), rates and contributions, employee classifications, eligibility rules, waiting periods, enrollment windows, elections, waivers, payroll deductions, evidence of insurability, carrier submissions, ACA, ERISA, COBRA and state continuation coverage, Internal Revenue Code Section 125, nondiscrimination testing, required notices, tax treatment, and every other employer, plan-sponsor, and plan-administrator duty.
• Customer’s authorized HR personnel must review and validate every plan setup, eligibility result, cost, election, waiver, override, payroll output, export, correction, and employee communication before relying on it.
• CultureNest does not guarantee carrier acceptance, coverage, eligibility, effective dates, payroll or tax results, legal compliance, availability, or that automated calculations or workflows are error-free.
• Benefits Features are currently offered in beta. They are provided “as is” and “as available,” may contain defects, and may change materially or be discontinued. Activation requires a separate administrator beta acknowledgment.
• Employees, dependents, and beneficiaries should direct plan interpretation, coverage, claims, eligibility, payroll, and dispute questions to their employer, HR, plan administrator, carrier, or payroll provider, not to CultureNest.

11. Employment, HR decisions, and Customer accountability

CultureNest does not make hiring, termination, compensation, promotion, discipline, leave, accommodation, benefits, classification, scheduling, or other employment decisions. CultureNest is not the employer, plan administrator, carrier, payroll provider, benefits decision-maker, or HR decision-maker merely because the Service records, transmits, calculates, displays, or facilitates Customer-directed actions. Customer is responsible for its administrators, managers, HR and payroll personnel, benefits vendors, plan administrators, carriers, and other providers, and for all workplace decisions and employment-law obligations, notices, recordkeeping, approvals, and human review. No output of the Service should be used as the sole basis for any consequential employment decision.

Questions and disputes about employment, pay, benefits, or workplace decisions should be directed to the responsible employer or provider; questions about technical operation of the Service may be directed to CultureNest. Nothing in this Section waives liability that cannot be waived under applicable law.

12. AI and automated features

Certain features may use artificial intelligence, machine learning, rules engines, or other automation to generate suggestions, summaries, classifications, calculations, or other outputs (“Outputs”). Outputs may be incomplete, inaccurate, outdated, biased, or unsuitable for your purpose. You must have a qualified human review Outputs before any consequential use. CultureNest makes no warranty that Outputs comply with law, your policies, or your requirements. You will not use the Service or Outputs to unlawfully discriminate, to make automated decisions that applicable law prohibits or restricts without required notices, assessments, and human review, or in violation of the Acceptable Use Policy.

13. No professional advice

The Service, templates, checklists, content, and Outputs are operational tools only. Nothing in the Service constitutes legal, tax, payroll, accounting, insurance, benefits, medical, cybersecurity, or employment advice. Obtain advice from qualified professionals before acting.

14. Service changes and availability

CultureNest may modify, improve, replace, deprecate, suspend, or discontinue any feature or part of the Service at any time. No uptime commitment, service-level agreement, or service credit applies unless set out in a Signed Agreement. The Service may be unavailable due to maintenance, updates, third-party outages, emergency security measures, or events outside CultureNest’s reasonable control.

Unless expressly agreed in a Signed Agreement, the Service is not Customer’s sole or authoritative system of record. Customer is responsible for retaining legally required records and for exporting and backing up Customer Data it needs. No system is immune from data loss, corruption, or unauthorized alteration.

15. Beta, preview, and pilot features

Features identified as beta, preview, pilot, early access, or similar (“Beta Features”) are provided solely for evaluation, “as is” and “as available,” without any warranty, indemnity, support, or service commitment. They may contain defects, may change materially, and may be discontinued at any time. Do not rely on Beta Features for mission-critical, legal, compliance, payroll, or benefits decisions without independent verification. To the maximum extent permitted by applicable law, CultureNest has no liability arising from Beta Features.

16. Fees, taxes, and nonpayment

Fees, billing, and payment terms are governed by the applicable Order Form, Signed Agreement, or other written pricing accepted by Customer. Fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, withholding, and similar taxes and duties, excluding taxes on CultureNest’s net income. CultureNest may suspend access for overdue amounts as permitted by the applicable agreement. Except as stated in a Signed Agreement, fees are non-refundable.

17. Third-party services and integrations

The Service relies on third-party hosting, database, authentication, email-delivery, AI, and other providers, and may allow Customer to enable integrations with third-party services. Customer-enabled integrations and third-party services are governed by their own terms. By enabling an integration, Customer authorizes CultureNest to exchange Customer Data with that service as necessary for the integration. CultureNest is not responsible for third-party services’ availability, security, acts, omissions, or changes, or for any use of data after it is transmitted at Customer’s direction.

18. Feedback

If Customer or any User provides suggestions, ideas, enhancement requests, or other feedback (“Feedback”), then, to the extent legally assignable, Customer or that User assigns to CultureNest all right, title, and interest in the Feedback and related intellectual-property rights. To the extent any Feedback or right cannot be assigned, Customer or that User grants CultureNest a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable, and sublicensable license to use, reproduce, modify, create derivative works of, commercialize, distribute, display, perform, make, have made, sell, offer for sale, import, and otherwise exploit the Feedback without restriction, attribution, or compensation. Feedback is provided without warranty and is not Customer Confidential Information unless separately agreed in writing.

19. Confidentiality

Each party will use reasonable care to protect the other party’s non-public information disclosed in connection with the Service and use it only to exercise its rights and perform its obligations. This does not apply to information that is or becomes public without breach, was already known, is independently developed, or is rightfully received from a third party. A party may disclose information when legally required, with prompt notice where lawful. Non-public aspects of the Service are CultureNest confidential information.

20. Disclaimers

To the maximum extent permitted by applicable law, the Service, Outputs, Benefits Features, Beta Features, and all content are provided “as is” and “as available,” with all faults, and CultureNest and its affiliates, licensors, and service providers disclaim all warranties, express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, quiet enjoyment, and warranties arising from course of dealing or usage of trade.

CultureNest does not warrant that the Service will be uninterrupted, timely, secure, error-free, or free of harmful components; that defects will be corrected; that data will not be lost; or that use of the Service will achieve legal or regulatory compliance, any employment outcome, benefit eligibility, carrier acceptance, payroll result, or business result.

21. Limitation of liability

To the maximum extent permitted by applicable law, in no event will CultureNest or its owners, members, managers, officers, directors, employees, agents, affiliates, licensors, or service providers be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any lost profits, revenue, goodwill, business opportunities, or anticipated savings; loss, corruption, or unavailability of data; cost of replacement goods or services; or business interruption, arising out of or relating to the Service or these Terms, whether in contract, tort (including negligence), strict liability, statute, or any other theory, even if advised of the possibility of such damages.

To the maximum extent permitted by applicable law, the total aggregate liability of CultureNest and its owners, members, managers, officers, directors, employees, agents, affiliates, licensors, and service providers arising out of or relating to the Service or these Terms will not exceed the greater of (i) the fees actually paid or payable to CultureNest for the affected Service during the three (3) months immediately preceding the event giving rise to the liability, or (ii) five hundred U.S. dollars (US $500), unless a Signed Agreement states a different cap.

All claims arising from the same or related events or circumstances are aggregated and subject to one limit, and the existence of multiple claims will not enlarge it. These limitations apply regardless of the theory of liability and even if a limited remedy fails of its essential purpose. They are an essential basis of the bargain. They do not limit liability that cannot be limited or excluded under applicable law, which applies only to the extent legally required.

22. Indemnification

To the maximum extent permitted by applicable law, Customer will defend, indemnify, and hold harmless CultureNest and its owners, members, managers, affiliates, officers, directors, employees, agents, licensors, service providers, successors, and assigns (the “CultureNest Parties”) from and against all third-party claims, demands, suits, proceedings, and regulatory actions, and all resulting losses, damages, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys’ fees), arising out of or relating to:

• Customer Data, or Customer’s or its Users’ instructions;
• unlawful, unauthorized, or prohibited use of the Service;
• submission of PHI or other prohibited or regulated data in violation of Section 9, including resulting notification, remediation, and regulatory costs;
• employment decisions, workplace practices, or benefits decisions or administration;
• plan design, eligibility, elections, waivers, payroll deductions, carrier submissions, notices, or related obligations;
• breach of these Terms or the Acceptable Use Policy;
• violation of law or of any third party’s rights;
• Customer’s products, services, or operations; or
• access granted by Customer or its administrators to any person.

Where enforceable, each individual User will indemnify the CultureNest Parties only for claims arising from that User’s own unlawful, unauthorized, or prohibited conduct, and not for Customer decisions or ordinary use of the Service within the scope of the User’s authorization.

CultureNest will give reasonable notice of a claim (failure to do so relieves the indemnifying party only to the extent materially prejudiced) and reasonable cooperation at the indemnifying party’s expense. CultureNest may participate with counsel of its choosing and may assume control of the defense of any claim at the indemnifying party’s expense. No settlement that imposes any obligation or admission on a CultureNest Party may be made without CultureNest’s prior written consent.

23. Term, suspension, and termination

Individual accounts may be deactivated by Customer or CultureNest at any time. Customer’s subscription term and termination rights are governed by the applicable Signed Agreement or Order Form; absent one, either party may terminate on written notice. CultureNest may terminate or suspend access immediately for material breach, security risk, nonpayment, or legal requirement. Following termination, CultureNest may delete Customer Data in accordance with its retention practices and any Signed Agreement, and may retain limited records as needed for legal, audit, security, dispute, and legal-hold purposes. Customer is responsible for exporting data before termination.

24. Governing law and venue

Unless a Signed Agreement provides otherwise, these Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Arizona, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The state and federal courts located in Maricopa County, Arizona have exclusive jurisdiction and venue over any such dispute, and each party irrevocably consents to personal jurisdiction there and waives any objection based on inconvenient forum.

25. Jury-trial waiver

To the maximum extent permitted by applicable law, each party knowingly, voluntarily, and irrevocably waives any right to a trial by jury in any action or proceeding arising out of or relating to these Terms or the Service.

26. Mutual class and representative action waiver

To the maximum extent permitted by applicable law, CultureNest, Customer, and each User will bring claims against one another only in an individual capacity, and not as a plaintiff, class member, or representative in any purported class, collective, consolidated, mass, private-attorney-general, or other representative proceeding.

Nothing in these Terms requires arbitration unless a Signed Agreement expressly provides for it. The equitable-relief provision and Signed Agreement precedence apply to this Section.

27. Equitable relief

Unauthorized use of the Service, breach of confidentiality, security violations, or infringement or misappropriation of CultureNest’s intellectual property may cause irreparable harm for which damages are inadequate. CultureNest may seek injunctive or other equitable relief in any court of competent jurisdiction without posting a bond, to the extent permitted by law, in addition to any other remedy.

28. Export controls and sanctions

You will comply with all applicable export-control and sanctions laws. You represent that you are not located in, organized under the laws of, or ordinarily resident in a comprehensively sanctioned country or region, and are not on any U.S. government restricted-party list, and you will not permit access by any such person.

29. Changes to these Terms

CultureNest may update these Terms. Material changes will be posted with a new version and effective date, and Users will be required to accept the updated Terms through the Service before continuing. Continued use after the effective date constitutes acceptance to the maximum extent permitted by law. Prior acceptance records are retained.

30. General

• Assignment. Customer may not assign or transfer these Terms without CultureNest’s prior written consent. CultureNest may assign these Terms without consent to an affiliate or in connection with a merger, reorganization, financing, acquisition, or sale of all or substantially all of its assets or equity. Any prohibited assignment is void.
• Force majeure. CultureNest is not liable for delay or failure caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, government action, utility or internet failures, cyberattacks, and third-party provider outages.
• Severability and reformation. If any provision (or part of a provision, including any part of Sections 24 through 26) is held unenforceable, it will be reformed or severed to the minimum extent necessary, and the remainder of that provision and these Terms will continue in full force.
• Waiver. No waiver is effective unless in writing, and no failure or delay in exercising any right operates as a waiver.
• Remedies. Remedies are cumulative except where these Terms state an exclusive remedy.
• Survival. Sections concerning ownership, restrictions, Customer Data licenses, Aggregated Data, Feedback, confidentiality, disclaimers, limitation of liability, indemnification, governing law, venue, waivers, and general terms survive termination.
• Relationship. The parties are independent contractors. No partnership, joint venture, agency, fiduciary, or employment relationship is created.
• No third-party beneficiaries. Except for the CultureNest Parties under Sections 21 and 22, there are no third-party beneficiaries.
• Notices. Notices to CultureNest must be sent to hello@culturenest.io unless a Signed Agreement specifies otherwise. CultureNest may give notice by email to the address on file, through the Service, or by posting.
• Interpretation. Headings are for convenience only. “Including” means “including without limitation.” To the maximum extent permitted by law, no provision will be construed against a party because that party drafted it.
• Entire agreement. These Terms and the incorporated policies are the entire agreement regarding their subject matter and supersede prior understandings, subject to any Signed Agreement.

31. Contact

CultureNest LLC, an Arizona limited liability company. Questions and notices: hello@culturenest.io.