1. Incorporated Documents

These Terms incorporate by reference the following documents, each of which forms part of the agreement between you and the Company:

• The Refund Policy (agencyworkplaces.com/legal/refund-policy).

• The Privacy Policy (agencyworkplaces.com/legal/privacy-policy).

• The Certification Standards (agencyworkplaces.com/legal/certification-standards).

• The Badge Usage Guidelines (agencyworkplaces.com/legal/badge-guidelines).

By accepting these Terms, you agree to be bound by all referenced documents.

2. The Program

The Program provides Client with access to the following:

• Deployment of the Company's proprietary employee survey (the "AW Survey") to measure workplace culture and generate a Culture Score.

• Access to monthly group leadership coaching sessions for the duration of the Term.

• Access to the Company's private community of enrolled member organizations.

• Eligibility for "Officially Culturally Recognized" status if Client meets the qualification criteria set out in the Certification Standards.

3. Fees and Payment

The fee for the Program is the amount displayed at checkout at the time of purchase. Fees are payable in full at the time of purchase. The Program begins on the date payment is successfully completed (the "Effective Date").

The Company may update pricing at any time. Updated pricing applies only to new purchases and does not affect a Term already paid for and in progress.

4. Term

The Program runs for twelve (12) months from the Effective Date (the "Term").

5. Renewal

The Term does not renew automatically. Client may elect to renew by purchasing a new Term at the then-current price displayed at checkout.

Re-application restrictions for clients who achieve recognition are governed by the Certification Standards.

6. Refunds

Refund eligibility is governed by the Refund Policy, which is incorporated by reference into these Terms.

7. Badge License

If Client is awarded "Officially Culturally Recognized" status for a Program Year, the Company grants Client a perpetual, royalty-free, non-transferable license to display the Official Recognition Badge for that specific Program Year, subject to the Badge Usage Guidelines. Misuse of the Badge may result in revocation of recognition and damages as set out in the Badge Usage Guidelines.

8. Disclaimer of Warranties

The Program is provided "as is" and "as available." The Company makes no warranty or guarantee of any specific business outcome, including but not limited to increased job applicants, successful hires, improved retention, or measurable culture improvement.

To the maximum extent permitted by California law, the Company disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

9. Limitation of Liability

To the maximum extent permitted by law, the Company's total aggregate liability arising out of or relating to the Program shall not exceed the amount of fees paid by Client in the twelve (12) months preceding the event giving rise to the claim. The Company is not liable for any indirect, incidental, special, consequential, or punitive damages, even if advised of the possibility of such damages.

10. Intellectual Property

All intellectual property associated with the Program, including but not limited to the AW Survey instrument, the Culture Score methodology, badge designs, the Agency Workplaces Index, and all related trademarks and certification marks, remains the exclusive property of the Company. Nothing in these Terms transfers ownership of Company intellectual property to Client. The badge display rights granted in Section 7 are a limited license only.

11. Non-Solicitation

During the Term and for a period of thirty-six (36) months immediately following its termination or expiration, Client agrees not to directly or indirectly solicit, recruit, hire, or attempt to hire any employee, subcontractor, or team member of the Company with whom Client had contact as a result of the Program. This prohibition includes offering employment or engaging such individuals as independent contractors.

Should Client breach this provision, Client agrees to pay the Company a one-time fee equal to one-hundred-fifty percent (150%) of the team member's total annual compensation with the Company. The parties agree this amount is a reasonable estimate of damages and not a penalty.

12. Assignment and Delegation

The Company may assign rights and may delegate duties under these Terms to subcontractors. The Company remains liable for the performance of any subcontractor and shall hold Client harmless from liability arising out of the subcontractor's performance. The Company shall ensure that any subcontractor handling Client confidential information is bound by confidentiality obligations consistent with these Terms.

Client may not assign or transfer its rights or obligations under these Terms without the Company's prior written consent.

13. Suspension and Termination

The Company may suspend or terminate Client's access to the Program if Client:

• Materially breaches these Terms or any incorporated document.

• Violates the survey integrity rules set out in the Certification Standards.

• Misuses the Badge in violation of the Badge Usage Guidelines.

• Engages in conduct that misrepresents the recognition or damages the Company's reputation.

Upon termination for cause, Client forfeits all rights under these Terms, including recognition status and Badge usage rights, and is not entitled to any refund or credit.

14. Disputes

Any dispute arising under or relating to these Terms shall first be addressed through good-faith negotiation between the parties. If the dispute is not resolved within thirty (30) days, the parties may pursue litigation in the state or federal courts located in California, which the parties consent to as the exclusive venue.

15. Governing Law

These Terms are governed by the laws of the State of California, without regard to its conflict of law principles.

16. Notices

All notices required or permitted under these Terms shall be in writing and shall be deemed delivered when emailed to the address on file or to support@agencyworkplaces.com.

17. Changes to These Terms

The Company may update these Terms from time to time. Updated Terms apply only to new purchases and do not retroactively change the Terms of a Program already paid for and in progress. For material changes that affect Client's rights, the Company will provide written notice to the email address on file at least thirty (30) days before the change takes effect.

18. Severability

If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect.

19. Entire Agreement

These Terms, together with the incorporated documents (Refund Policy, Privacy Policy, Certification Standards, and Badge Usage Guidelines), constitute the entire agreement between Client and the Company regarding the Program and supersede any prior agreements, promises, or representations.

20. Contact

Agency Workplaces, LLC

Email: support@agencyworkplaces.com