Terms of Service
These Terms of Service govern your access to and use of OrgAcuity's employee listening and people analytics platform. Please read these terms carefully before using our services.
Table of Contents
These Terms of Service ("Agreement") set forth the terms and conditions between you ("Customer," "you," or "your") and OrgAcuity, Inc. ("OrgAcuity," "we," "us," or "our") concerning your access to and use of our employee listening and people analytics services, including any related applications, reports, tools, integrations, or documentation (collectively, the "Services"). This Agreement, together with any applicable order form, data processing agreement, and supplemental terms, constitutes the entire contract between the parties.
1. Definitions
Customer Data
means all content, responses, information, and personal data submitted by you or your Users via the Services.
Users
means any individuals authorized by you to use the Services, including administrators, employees, or survey participants.
Order Form
means a mutually executed agreement that outlines your selected subscription tier, pricing, user limits, and any purchased add-on services.
Subscription Term
means the duration of time specified in an Order Form during which you are entitled to access and use the Services.
Professional Services
means any custom configuration, onboarding, training, or consultation services provided by OrgAcuity.
Reports
means visualizations, narratives, analytics outputs, or summaries generated through the Services.
Confidentiality Notice
means the specific privacy or confidentiality messaging shown to Users during surveys or interactions.
2. Services and Use
2.1 Access Rights
During the Subscription Term, OrgAcuity grants you a limited, non-transferable, non-exclusive license to access and use the Services for internal business purposes as described in your Order Form.
2.2 Service Modifications
We may improve or update the Services from time to time. If we make a change that materially reduces core functionality, you may terminate your subscription as described in Section 8.
2.3 Suspension
We may suspend access to the Services if: (a) required for maintenance or security; (b) you are in material breach of this Agreement, including for failure to pay; or (c) your use threatens the integrity of our platform. We will provide advance notice when feasible.
2.4 Third-Party Integrations
You are responsible for any integrations you enable with third-party services. OrgAcuity is not liable for how third parties access or handle your data.
3. Fees and Billing
3.1 Fees
You agree to pay all fees as outlined in your Order Form. Except as otherwise stated, all payments are non-refundable.
3.2 Overage
If your usage exceeds agreed limits (e.g., number of Users), OrgAcuity reserves the right to invoice you for additional usage on a prorated basis.
3.3 Payment Terms
Unless otherwise stated in the Order Form, payments are due within 30 days of the invoice date. Late payments may incur interest at 1.5% per month or the maximum rate permitted by law.
3.4 Taxes
You are responsible for all applicable taxes except those based on OrgAcuity's net income. If OrgAcuity is required to collect taxes on your behalf, those amounts will be invoiced unless you provide valid exemption documentation.
4. Data Protection
4.1 Privacy
By using the Services, you authorize OrgAcuity to process Customer Data in accordance with our Privacy Policy and applicable law. Where required, we will execute appropriate data processing agreements or Standard Contractual Clauses.
4.2 Security
OrgAcuity maintains industry-standard administrative, technical, and physical safeguards to protect Customer Data from unauthorized access or disclosure.
4.3 Disaster Recovery
We maintain data backups to support service continuity and disaster recovery, typically retained for up to 90 days.
4.4 Confidentiality Notices
Any confidentiality commitments to Users (e.g., survey anonymity or data thresholds) will govern our disclosure of Customer Data. We will only share de-identified or aggregated insights when such notices apply.
5. Intellectual Property
5.1 Ownership
You retain all rights to Customer Data. OrgAcuity retains all rights in the Services, including any enhancements, reports, or system-generated data, excluding Customer Data.
5.2 License to Operate
You grant OrgAcuity a limited license to use Customer Data solely to deliver the Services to you.
5.3 Improvements and Insights
OrgAcuity may use de-identified and aggregated Customer Data for internal improvement of its Services, benchmarking, or industry reporting, provided it does not identify you or your Users.
5.4 Feedback
Feedback you voluntarily provide may be used by OrgAcuity to enhance the Services without compensation or attribution.
5.5 Publicity
We may identify you as a customer in our marketing materials unless you opt out in writing.
6. Responsibilities
6.1 Account Security
You are responsible for managing access to your account and keeping credentials secure. You must notify us immediately if you suspect unauthorized access.
6.2 Acceptable Use
You and your Users may not misuse the Services, violate the law, probe our systems, infringe on rights, or interfere with the experience of others. We reserve the right to suspend Users in violation of these terms.
6.3 User Consents
You are responsible for obtaining all necessary consents from Users for participation in surveys and data collection, as required by law.
7. Term and Termination
7.1 Term
This Agreement begins on the Effective Date and continues through the Subscription Term unless terminated earlier.
7.2 Termination for Cause
Either party may terminate with 30 days' written notice if the other materially breaches and fails to cure.
7.3 Termination for Changes
If a service change causes a material reduction in functionality, you may terminate and receive a prorated refund.
7.4 Post-Termination
You may request export of permissible Customer Data within 30 days of termination. After that, we may delete your data from production systems.
8. Disclaimers and Limitations
8.1 Warranties
Each party represents it has authority to enter into this Agreement. OrgAcuity provides the Services "as-is" without warranties beyond those expressly stated.
8.2 Limitation of Liability
Neither party is liable for indirect, incidental, or consequential damages. Our total liability will not exceed the fees paid in the 12 months prior to the claim.
9. Indemnification
You will indemnify OrgAcuity against third-party claims relating to your Customer Data or misuse of the Services. We will indemnify you against third-party claims that our core platform infringes intellectual property, excluding issues caused by your configurations or inputs.
10. General Terms
10.1 Governing Law
This Agreement is governed by the laws of the State of Missouri, USA, and any disputes will be resolved in the courts located therein.
10.2 Assignment
Neither party may assign this Agreement without the other's written consent, except in the case of a merger, acquisition, or similar event.
10.3 Force Majeure
Neither party is liable for failure to perform due to events beyond its reasonable control (e.g., natural disasters, war, or outages).
10.4 Notices
Notices must be in writing and sent to the contacts listed in the Order Form or to legal@orgacuity.com.
10.5 Entire Agreement
This Agreement supersedes all prior agreements and represents the full understanding between the parties.
Important Legal Notice
These Terms of Service constitute a legally binding agreement. By using OrgAcuity's services, you acknowledge that you have read, understood, and agree to be bound by these terms. If you do not agree to these terms, please do not use our services.