Terms of Service

Effective August 21, 2026.

These Terms of Service (the **“Terms”**) are a binding agreement between Workforce Catalyst LLC, a Missouri limited liability company (**“Workforce Catalyst,” “we,” “us,”** or **“our”**), and the business, organization, or professional accepting these Terms (**“Customer,” “you,”** or **“your”**). These Terms govern access to and use of the Workforce Catalyst website, software platform, assessments, surveys, recommendations, coaching tools, reports, templates, AI-assisted features, and related services (collectively, the **“Services”**). If you accept these Terms for an organization, you represent that you are at least 18 years old and have authority to bind that organization. If you do not have that authority or do not agree to these Terms, do not use the Services. ## 1. Business Use Only The Services are offered only for business and professional use in the United States. They are not offered for personal, family, or household use. Account holders must be at least 18 years old. An employee under 18 may complete an employer-sponsored survey without creating an account. The Services are not directed to children under 13, and children under 13 may not create an account, complete a lead-generation assessment that collects contact information, or otherwise submit personal information to the Services. ## 2. Accounts, Organizations, and Authorized Users You must provide accurate, current, and complete account and organization information. You are responsible for: - safeguarding usernames, passwords, invitation links, and access credentials; - limiting access to authorized personnel; - assigning roles and permissions appropriately; - promptly removing access when a user no longer needs it; - all activity occurring through your accounts, except to the extent caused by Workforce Catalyst's breach of these Terms; and - notifying us promptly of suspected unauthorized access or security incidents. You may not share individual login credentials. Workforce Catalyst may rely on instructions submitted through an authenticated account. Organization owners and administrators control organization membership, employee rosters, permissions, exports, billing, and other settings according to the roles available in the Services. ## 3. Customer Responsibilities You are solely responsible for your workplace practices, employment decisions, legal compliance, internal policies, notices to employees, and use of the Services. You must: - have a lawful basis and all required notices, authorizations, and consents to submit information to the Services; - configure permissions consistent with confidentiality and need-to-know principles; - verify the accuracy and appropriateness of outputs before using them; - conduct independent investigations and meaningful human review; - comply with employment, labor, anti-discrimination, disability, leave, privacy, monitoring, recordkeeping, wage-and-hour, collective-bargaining, and other applicable laws; and - comply with the Acceptable Use Policy, AI Disclaimer, HR and Legal Disclaimer, Privacy Policy, and applicable Data Processing Addendum, each incorporated into these Terms. You must not use Workforce Catalyst as your official emergency, ethics, whistleblower, safety, harassment, accommodation, leave, or legal-reporting channel unless you separately create and operate a compliant process. Survey responses and Issue Coach entries are not automatically delivered to your human resources department, attorney, emergency services, or government agencies. ## 4. Employee and Workplace Information The Services may allow you to create employee roster records, send surveys, conduct assessments, maintain scorecards and meeting notes, use Issue Coach, and enter workplace information about individuals who do not have accounts. Customer determines what information to submit and which authorized users may access it. Do not submit Social Security numbers, government identification numbers, financial-account credentials, complete payment-card data, account passwords, biometric templates, genetic information, background or consumer reports, immigration documents, detailed medical records, information about children under 13, or information regulated by HIPAA, GLBA, FERPA, CJIS, PCI DSS, or similar specialized laws. Limited descriptions of workplace matters involving leave, accommodations, safety, discrimination, harassment, or misconduct may be entered only when reasonably necessary. Minimize details, avoid diagnoses and unrelated personal facts, and use roles or initials when practical. ## 5. Employee Surveys Workforce Catalyst separates survey invitations and completion tracking from anonymous response content. Anonymous responses are not stored with an employee name, email address, employee ID, invitation ID, invitation token, IP address, or user agent. Organization users cannot view results until at least five responses are included, and no organization role may bypass that threshold. No system can prevent a respondent from identifying themselves or another person in free-text comments. Customer must not attempt to re-identify respondents, correlate responses with timing or other records, pressure employees to reveal answers, or retaliate based on suspected survey participation or content. ## 6. Assessments, Recommendations, and Roadmaps Assessment scores and pulse-comparison metrics are generated using fixed formulas and rules. Recommendations, roadmaps, templates, and explanations are decision-support resources only. They are not audits, certifications, professional opinions, or guarantees. The same inputs should produce the same deterministic score, but the score remains dependent on the completeness and accuracy of submitted information. ## 7. Artificial Intelligence Certain features use generative AI to create draft guidance or explanations. AI output may be inaccurate, incomplete, biased, outdated, non-unique, or inappropriate. It does not constitute legal, human-resources, medical, safety, tax, or other professional advice. You may use AI-generated drafts only after meaningful human review. You may not use the Services or any AI output as the sole basis for hiring, firing, discipline, promotion, demotion, compensation, performance ratings, leave, accommodations, scheduling, work assignments, or any other significant employment decision. Customer remains solely responsible for every action and decision. Additional terms appear in the AI Disclaimer and HR and Legal Disclaimer. ## 8. Subscriptions, Trials, and Billing Paid Services are offered under the plan, billing interval, included limits, overage rates, and price shown at checkout or in an order form. Prices are stated in U.S. dollars unless otherwise shown. ### 8.1 Free Trials If a 14-day or other free trial is offered, the checkout page will disclose its length, the plan and price that begin after the trial, and how to cancel. Unless you cancel before the trial ends, the subscription automatically converts to the paid subscription selected at checkout. Eligibility for a trial may be limited, and we may end or modify trial offers prospectively. ### 8.2 Automatic Renewal Monthly subscriptions automatically renew each month, and annual subscriptions automatically renew each year, until canceled. Before you submit payment information, checkout will identify the recurring price, billing frequency, trial terms if any, renewal terms, and cancellation method. You authorize Workforce Catalyst and its payment processor to charge the payment method on file for recurring fees, usage or employee overages, applicable taxes, and other amounts authorized through your account. We may send renewal, trial, or price-change notices as required by law. Failure to receive a courtesy reminder does not extend a subscription or eliminate charges that were properly disclosed and authorized. ### 8.3 Employee Limits and Overage Charges Some plans include a stated number of employees and charge an additional amount for each active employee above that limit. The applicable included limit and monthly or annual overage price appear at checkout, on the pricing page, in your billing settings, or in an order form. You authorize quantity updates based on the active employee count maintained in the Services. You are responsible for maintaining an accurate roster. ### 8.4 Taxes Prices exclude sales, use, excise, withholding, and similar taxes unless stated otherwise. Customer is responsible for applicable taxes other than taxes based on Workforce Catalyst's net income. If an exemption applies, Customer must provide valid documentation before billing when practicable. ### 8.5 Upgrades, Downgrades, and Proration Plan changes may take effect immediately and may be prorated through the payment processor. A downgrade does not require Workforce Catalyst to delete existing Customer Content, but it may restrict features, limits, or the ability to add new records. Charges already incurred remain payable. ### 8.6 Failed Payments If payment fails, we may retry the charge and notify the billing contact. The Services currently provide a seven-day grace period after the first recorded payment failure. During the grace period, access may continue. After the grace period, we may suspend access except for billing and cancellation functions. Payment failure does not automatically delete Customer Content. ## 9. Cancellation and Refunds Customers on self-service plans may cancel online through the billing portal. Cancellation takes effect at the end of the current paid billing period unless checkout or applicable law requires otherwise. Access continues through that date, subject to these Terms. Guided Partnership and other contracted services may require cancellation under the applicable order form or statement of work. Payments are nonrefundable and there are no credits for partial billing periods, unused accounts, or unused features, except where required by law, for a verified duplicate charge, or when Workforce Catalyst expressly approves a refund in writing. Cancellation stops future renewal charges but does not erase data automatically. Data export and deletion are addressed below and in the Privacy Policy. ## 10. Consulting and Guided Partnership Services Consulting, coaching, implementation, or Guided Partnership services may be governed by an order form or statement of work (**“SOW”**). The SOW may address scope, schedule, deliverables, fees, cancellation, customer cooperation, and specific service terms. If an SOW conflicts with these Terms, the SOW controls only for the subject matter of that conflict. The online Services remain governed by these Terms unless the SOW expressly states otherwise. ## 11. Customer Content **“Customer Content”** means information, files, text, records, survey configurations, assessment inputs, workplace notes, and other material submitted to the Services by or for Customer, excluding Workforce Catalyst materials. As between the parties, Customer retains its rights in Customer Content. Customer grants Workforce Catalyst and its subprocessors a limited, nonexclusive, worldwide license to host, copy, transmit, display, analyze, and otherwise process Customer Content only to provide, secure, support, and improve the Services; comply with law; and perform Customer's documented instructions. Customer represents that it has sufficient rights and lawful authority to submit and process Customer Content. Customer is responsible for the accuracy, quality, legality, and means of obtaining Customer Content. We may create and use aggregated or de-identified information that cannot reasonably identify a person, Customer, or organization for analytics, security, product improvement, research, and benchmarking. We will not attempt to re-identify that information. We do not use identifiable Customer Content to train third-party generative-AI models or Workforce Catalyst models without Customer's explicit written permission. ## 12. Workforce Catalyst Materials and License Workforce Catalyst and its licensors own the Services and all related software, designs, templates, methods, models, rule libraries, recommendations, documentation, branding, and other materials, excluding Customer Content. Subject to these Terms and payment of applicable fees, Workforce Catalyst grants Customer a limited, nonexclusive, nontransferable, non-sublicensable right during the subscription term to access and use the Services for Customer's internal business purposes. You may download and internally use reports, completed worksheets, generated documents, and AI outputs created for Customer. Outputs may not be unique, and others may receive similar material. No ownership is granted in the underlying software, prompts, rule libraries, templates, methods, or system design. You may not copy, resell, sublicense, publish, distribute, reverse engineer, scrape, frame, mirror, or create a competing product from the Services except to the limited extent such restriction is prohibited by law. ## 13. Feedback If you submit suggestions, ideas, corrections, or other feedback, you grant Workforce Catalyst a perpetual, irrevocable, worldwide, royalty-free right to use and commercialize that feedback without restriction or payment. This does not transfer ownership of unrelated Customer Content. ## 14. Confidentiality Each party may receive nonpublic information that a reasonable person would understand to be confidential (**“Confidential Information”**). The receiving party will use reasonable care to protect Confidential Information, use it only to perform or receive the Services, and disclose it only to personnel and service providers who need access and are bound by confidentiality duties. Confidential Information does not include information that the receiving party can document: was already lawfully known without restriction; becomes public without breach; is received lawfully from a third party without a duty; or is independently developed without use of the other party's Confidential Information. Required disclosures may be made when legally compelled, with advance notice when legally permitted. ## 15. Privacy and Security The Privacy Policy explains how Workforce Catalyst handles personal information. The Data Processing Addendum governs Customer Personal Data processed by Workforce Catalyst as a service provider or processor. Customer must configure the Services and its own practices to comply with applicable privacy and employment laws. We use reasonable administrative, technical, and organizational safeguards. No service is completely secure, uninterrupted, or error-free, and we do not guarantee that unauthorized access or data loss will never occur. ## 16. Availability, Changes, and Third-Party Services We may modify, improve, replace, or discontinue features. We will use commercially reasonable efforts to avoid materially reducing the core paid functionality during a current paid term, but no service-level agreement applies unless included in an SOW. The Services depend on third-party providers, including hosting, payment, email, storage, monitoring, and AI providers. Their acts, outages, and terms may affect the Services. Links to third-party sites do not imply endorsement. ## 17. Suspension and Termination We may suspend or restrict access immediately when reasonably necessary to address: - nonpayment; - a security threat or suspected compromise; - unlawful activity; - harassment, discrimination, retaliation, or misuse of workplace data through the Services; - access or attempted access to another organization; - misuse of AI features; - material violation of these Terms or the Acceptable Use Policy; - excessive use that threatens the Services or other customers; or - legal, regulatory, or safety risk. When practicable, we will provide notice and an opportunity to cure. We may terminate for an uncured material breach after reasonable notice, or immediately for serious or repeated violations, fraud, illegal conduct, or a threat to security or others. Suspension does not eliminate payment obligations incurred before suspension. Customer may terminate by canceling its subscription. Sections that by their nature should survive termination—including payment obligations, ownership, confidentiality, disclaimers, limitations, indemnification, dispute terms, and record-retention rights—survive. ## 18. Export, Deactivation, and Deletion Authorized organization users may export available data before requesting deletion. An organization-deletion request deactivates the organization and begins a 30-day recovery period. During that period, an authorized owner may restore the organization and may access available billing, cancellation, export, and deletion-status functions. After the recovery period, Workforce Catalyst begins permanent deletion following internal eligibility and safety verification. Deletion removes or irreversibly anonymizes tenant content, subject to technical completion and legally permitted retention. Limited billing, tax, fraud-prevention, security, contract, legal-claim, audit, and policy-acceptance records may be retained. Backup copies expire under provider backup schedules and may remain inaccessible until overwritten. Additional details appear in the Privacy Policy and Data Processing Addendum. ## 19. Disclaimers TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND ALL OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WORKFORCE CATALYST DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RESULTS, AND QUIET ENJOYMENT. WORKFORCE CATALYST DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, COMPLETE, CURRENT, OR SUITABLE FOR A PARTICULAR EMPLOYMENT DECISION. WORKFORCE CATALYST DOES NOT GUARANTEE LEGAL COMPLIANCE, EMPLOYEE RETENTION, PRODUCTIVITY, CULTURE IMPROVEMENT, FINANCIAL RETURN, OR ANY OTHER OUTCOME. ## 20. Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITIES, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO WORKFORCE CATALYST FOR THE SERVICES DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. The exclusions and cap do not apply to Customer's payment obligations; a party's fraud, willful misconduct, or infringement or misappropriation of the other party's intellectual-property rights; Customer's indemnification obligations; or liability that cannot legally be limited. The parties agree that these limitations allocate risk and are an essential basis of the bargain. ## 21. Customer Indemnification Customer will defend, indemnify, and hold harmless Workforce Catalyst and its officers, members, employees, contractors, and providers from third-party claims, damages, judgments, penalties, costs, and reasonable attorneys' fees arising from: - Customer Content; - Customer's employment, workplace, or personnel decisions; - Customer's failure to provide required notices or obtain required rights; - Customer's unlawful or unauthorized use of the Services; - Customer's violation of the Acceptable Use Policy; or - Customer's violation of law or third-party rights. Workforce Catalyst will promptly notify Customer of a covered claim and provide reasonable cooperation. Customer may control the defense, but may not settle in a way that admits fault by Workforce Catalyst, imposes nonmonetary obligations on Workforce Catalyst, or fails to fully release Workforce Catalyst without written consent. ## 22. Governing Law; Courts; Jury-Trial Waiver These Terms are governed by Missouri law, without regard to conflict-of-laws rules. The state courts located in Greene County, Missouri, and the United States District Court with jurisdiction over Greene County have exclusive jurisdiction over disputes arising from these Terms or the Services. Each party consents to personal jurisdiction and venue in those courts. TO THE EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING FROM OR RELATING TO THESE TERMS OR THE SERVICES. Before filing suit, the parties will attempt in good faith for at least 30 days to resolve the dispute through written notice and direct discussion, except when emergency injunctive relief is reasonably necessary. ## 23. Changes to These Terms We may update these Terms prospectively. We will publish the new version and effective date. When a change materially affects rights or obligations, we will provide reasonable notice and require renewed acceptance when appropriate. Changes do not retroactively alter accrued payment obligations or a signed SOW unless agreed in writing. ## 24. Electronic Communications and Notices You consent to receive agreements, disclosures, receipts, renewal notices, security notices, and other communications electronically. Legal notices to Workforce Catalyst must be sent to the contact information below. Notices to Customer may be sent to the account or billing email and are effective when sent, unless law requires otherwise. ## 25. General Terms Neither party may assign these Terms without the other's consent, except that Workforce Catalyst may assign them in connection with a merger, reorganization, sale of assets, or change of control. Customer may not transfer accounts between unrelated organizations without approval. Neither party is liable for delay caused by events beyond its reasonable control, except payment obligations. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remaining provisions remain effective. Failure to enforce a provision is not a waiver. Headings are for convenience only. These Terms, incorporated policies, checkout disclosures, and any SOW are the entire agreement regarding the Services. An SOW controls over these Terms only for a direct conflict concerning that SOW; these Terms control over other incorporated policies unless the policy expressly states otherwise. ## 26. Contact Workforce Catalyst LLC · 4919 W Stanford St · Springfield, Missouri 65802 · United States Email: dyami.pike@theworkforcecatalyst.com