1.1 These Terms apply together with any Order Form(s), Statement(s) of Work, the Data Processing Addendum ("DPA"), the Acceptable Use Policy ("AUP"), the Service Level Agreement ("SLA"), and any other documents expressly incorporated by reference (collectively, the "Agreement"). In case of conflict, the following order of precedence applies unless an Order Form expressly states otherwise: (a) Order Form, (b) DPA, (c) SLA, (d) these Terms, (e) AUP, and (f) any other incorporated documents.

1.2 The Agreement constitutes the entire agreement between the parties and supersedes any prior proposals or understandings relating to its subject matter.

"Account Data" means contact details, profile information, billing data, and usage metadata relating to Customer's account administrators and users of the Services.

"Aggregated/De‑identified Data" means data that has been combined or processed so it cannot reasonably be used to identify a natural person, including statistical, benchmarking, and trend data.

"Anonymous Feedback" means feedback or survey responses collected with anonymity settings enabled such that Retabled does not present identifying information to Customer and applies minimum group thresholds to reduce re‑identification risk.

"Customer Data" means data submitted to or collected by the Services for Customer's benefit, including feedback, survey responses, user messages, and associated metadata, excluding Account Data and Retabled Materials.

"External Users" means individuals (e.g., customers, partners, or members of the public) who submit feedback, respond to surveys, or receive messages via the Services.

"Internal Users" means individuals affiliated with Customer (e.g., employees, contractors) who access the Services, typically through SSO (Okta, Active Directory) or local logins.

"Messaging" means communications to Users conducted through the Services (e.g., responses to feedback, survey follow‑ups, or compliant outreach).

"Retabled Materials" means the Services, software, platform, interfaces, APIs, documentation, designs, know‑how, and derivatives thereof, excluding Customer Data.

"Surveys" means questionnaires and forms configured by Customer within the Services to solicit responses from Users.

"Users" means Internal Users and External Users collectively.

3.1 Feedback Intake. Retabled enables collection and delivery of feedback submitted by: (a) Internal Users authenticated via SSO (Okta, Active Directory) or local credentials; (b) External Users who search for Customer within the Retabled directory and submit feedback while signed in; and (c) External Users who submit feedback through Customer's website via a Retabled link or embedded widget, with or without authentication, depending on Customer's configuration.

3.2 Survey Feedback. Customer may design, distribute, and manage Surveys, target recipient cohorts, and collect responses. Customer controls survey content, recipients, schedules, and anonymity settings.

3.3 Messaging. Customer may message Users after feedback or Surveys or for other lawful and compliant purposes (e.g., follow‑ups, clarifications, resolution updates). Messaging may be delivered via email, in‑app, or other supported channels. Customer remains responsible for the legality of its messaging practices.

3.4 Optional Features. The Services may include analytics, workflow automation, sentiment and categorization models, translation, and integrations (e.g., HRIS, ticketing, collaboration, SSO). Beta or experimental features may be offered at Customer's option and are provided "as is."

3.5 No Duty to Monitor. Retabled is not obligated to monitor Customer's content or communications, but may do so to operate, secure, and improve the Services or to comply with law and the AUP.

3.6 Artificial Intelligence and Automated Analysis. Certain features of the Services may utilize artificial intelligence, machine learning, natural language processing, sentiment analysis, translation, or other automated technologies. Outputs generated by such features are probabilistic in nature and may contain inaccuracies. Customer remains solely responsible for reviewing and validating outputs before relying on them for employment, legal, compliance, regulatory, or other material decisions.

4.1 Accounts and Roles. Customer is responsible for configuring roles/permissions, provisioning users, and safeguarding credentials. Customer is responsible for activities under its accounts.

4.2 SSO and Identity Providers. Where Customer enables SSO (e.g., Okta, Active Directory), Customer is responsible for IdP configuration, availability, and security. Retabled is not responsible for IdP outages or misconfigurations.

4.3 Local Logins. If enabled, Customer must enforce appropriate password policies and MFA (if desired).

4.4 Integrations. The Services may interoperate with third‑party services (e.g., HR, messaging, analytics). Customer's use of third‑party services is governed by those providers' terms, not Retabled's. Retabled is not responsible for third‑party services.

4.5 Fair Use and Limits. Retabled may apply reasonable technical or usage limits (e.g., API rate limits, message throughput) to preserve platform stability.

5.1 Lawful Use. Customer will use the Services only for lawful, legitimate business purposes and in compliance with applicable laws and regulations (including data protection, employment, and electronic communications/anti‑spam laws).

5.2 Program Governance. Customer is solely responsible for survey design, message content, targeting, and the review and handling of feedback within its organization, including timely and non‑retaliatory follow‑up.

5.3 Sensitive Data. Customer will not intentionally collect sensitive personal data (e.g., health, biometric, precise geolocation, payment card numbers, government IDs) unless legally permitted, necessary for defined purposes, and configured in accordance with the DPA.

5.4 Children. The Services are not intended for children under the age thresholds defined by applicable law (e.g., 13 or 16). Customer will not knowingly solicit or process children's data via the Services.

5.5 No Re‑identification. Customer will not attempt to re‑identify Anonymous Feedback or circumvent anonymity thresholds or grouping rules.

5.6 Content Standards. Customer's Surveys and Messaging will be professional, non‑discriminatory, and free of unlawful, harassing, or abusive content, and will not request information that violates law or policy.

5.7 Records and Notices. Customer is responsible for providing required notices to Users, establishing an appropriate lawful basis for processing (where required), honoring user preferences, and maintaining records of processing as applicable.

6.1 Roles. For Customer Data processed to provide the Services, Customer is the "controller" (or equivalent) and Retabled is the "processor" (or equivalent). For Account Data and operation, security, and analytics of the Services, Retabled acts as an independent controller. The DPA governs such processing.

6.2 Processing Details. Subject matter: operation of feedback, Surveys, and Messaging. Duration: term of the Agreement plus retention period. Nature and purpose: collection, storage, routing, analysis, and delivery of Customer‑initiated programs. Types of data: contact details, identifiers, organizational attributes, feedback content, survey responses, communication logs, and usage metadata. Categories of data subjects: Users and Customer personnel.

6.3 Security. Retabled implements appropriate technical and organizational measures, including encryption in transit and at rest, access controls, logging and monitoring, vulnerability management, regular backups, and least‑privilege administration.

6.4 Incidents. Retabled will notify Customer without undue delay after confirming a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Personal Data. Notifications will include available information and be updated as facts emerge.

6.5 Sub‑processors. Customer authorizes Retabled to use sub‑processors to provide the Services. A current list is available at [Insert Sub‑processor List URL]. Retabled will impose data protection obligations on sub‑processors. Customer may subscribe to updates regarding changes.

6.6 Cross‑border Transfers. Where applicable, Retabled will use appropriate transfer mechanisms (e.g., EU Standard Contractual Clauses, UK IDTA/Addendum, and/or participation in a recognized framework).

6.7 Data Subject Requests. Retabled will reasonably assist Customer in responding to requests to exercise data subject rights. Customer is responsible for verifying requestor identity and for the substantive response, except as required by law.

6.8 Retention and Deletion. Retained personal data will be kept for the period set in Customer's configuration or the default period described in the DPA. Upon termination or upon written request, Retabled will delete or return Customer Data, subject to legal holds and backup restoration windows. Deleted Customer Data may remain in encrypted backup systems for up to ninety (90) days before permanent deletion in accordance with Retabled's backup retention practices.

6.9 Aggregated/De‑identified Data. Retabled may create and use Aggregated/De‑identified Data for analytics, benchmarking, and improving the Services, provided it does not identify Customer or individuals.

6.10 Government, Regulator, and Legal Requests. Retabled will notify Customer of any legally binding request for disclosure of Customer Data unless prohibited by law. Retabled will reject or narrow requests where legally permissible.

6.11 Data Residency. Customer acknowledges that Customer Data may be processed and stored in Canada, the United States, and other jurisdictions where Retabled or its authorized sub‑processors operate, subject to applicable data protection laws and transfer mechanisms described in the DPA.

6.12 Security Reviews. Upon written request no more than once annually, Retabled will make available reasonable information regarding its security practices, including applicable security certifications, audit reports, or questionnaires. Any customer audit rights shall be limited to such documentation unless otherwise agreed in writing.

7.1 Minimum Reporting Thresholds. Anonymous Feedback and Survey results may be subject to minimum group size thresholds. Retabled may determine and modify such thresholds from time to time based on security, privacy, and operational considerations. The customer will not bypass these controls.

7.2 Configuration. Customer is responsible for selecting anonymity settings appropriate to its programs, recipients, and jurisdictional requirements.

7.3 Prohibition on Targeted Identification. Customer will not combine data sets or otherwise attempt to identify individuals who provided Anonymous Feedback. Any suspected attempt is grounds for immediate suspension.

8.1 Legal Basis and Notice. Customer will ensure it has a lawful basis (e.g., legitimate interests, consent) and has provided any required notices before sending Surveys or Messages.

8.2 Anti‑Spam and E‑communications Laws. Customer's use of Messaging must comply with applicable laws (e.g., CAN‑SPAM, CASL, PECR/e‑privacy). Customer must include required sender identification and opt‑out mechanisms and honor opt‑out requests.

8.3 Frequency and Controls. Customer will configure frequency caps, quiet hours, and unsubscribe settings appropriate for its Users and jurisdictions.

8.4 Content Restrictions. Messaging will not contain illegal content, malware, or deceptive, fraudulent, or abusive material and will not be used for general advertising unless legally compliant and permitted by the AUP.

8.5 Deliverability. Retabled may take steps (e.g., domain authentication, rate limiting, content scanning) to improve deliverability and security. Retabled does not guarantee message delivery times or outcomes.

8.6 Conversations. Retabled may provide threaded messaging tied to specific feedback or Surveys. Customer is responsible for maintaining courteous and compliant interactions and for preserving or exporting records it must retain.

9.1 Prohibited Use. Customer will not use the Services to harass, threaten, or unlawfully surveil individuals, or to collect credentials, payment card data, or other prohibited data categories listed in the AUP.

9.2 Notice and Takedown. Retabled may remove or restrict content or suspend access that violates the Agreement or law, or where necessary to protect Users, the Services, or third parties.

9.3 Reporting. Customer must promptly notify Retabled of security issues, suspected abuse, or unlawful content observed within the Services.

10.1 Support. Retabled will provide support as described in the SLA.

10.2 Availability. Retabled targets industry‑standard uptime and will perform maintenance as needed, including emergency maintenance. Service credits, if any, are set out in the SLA and constitute Customer's exclusive remedy for availability issues.

10.3 Changes to Services. Retabled may improve or modify features provided such changes do not materially reduce core functionality. For deprecations with material impact, Retabled will provide reasonable advance notice.

10.4 Beta Features. Beta or experimental features are provided for evaluation only, "as is," and may be modified or discontinued at any time.

11.1 Fees. Fees and committed volumes are specified in the applicable Order Form. Usage‑based charges (e.g., Messages sent, survey responses above included allotments) may apply as described in the Order Form.

11.2 Invoicing and Payment. Unless stated otherwise, invoices are due net thirty (30) days from invoice date. Late amounts may accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

11.3 Taxes. Fees are exclusive of taxes. Customer is responsible for applicable taxes, excluding taxes based on Retabled's income.

11.4 Purchase Orders. Any PO numbers are for administrative convenience and do not modify the Agreement.

12.1 Ownership. As between the parties, Customer owns Customer Data. Retabled owns the Retabled Materials.

12.2 License to Services. Retabled grants Customer a limited, non‑exclusive, non‑transferable, non‑sublicensable license to access and use the Services during the Term, solely for Customer's internal business purposes.

12.3 License to Customer Data. Customer grants Retabled a non‑exclusive right to host, process, transmit, display, and otherwise use Customer Data to provide and improve the Services and to create Aggregated/De‑identified Data.

12.4 Feedback. If Customer provides feedback or suggestions, Retabled may use them without restriction and without obligation to Customer.

12.5 Open Source. The Services may incorporate open‑source software subject to applicable licenses, which will not materially diminish Customer's rights under these Terms.

13.1 Mutual. Each party represents that it has the right and authority to enter into the Agreement.

13.2 Retabled. Retabled warrants that the Services will materially conform to the then‑current documentation and be provided with reasonable skill and care. Customer's exclusive remedy for breach is re‑performance of the Services or, if Retabled cannot cure, termination for refund of prepaid, unused fees.

13.3 Customer. Customer warrants that it has obtained and will maintain all rights and permissions necessary for Customer's use of the Services and processing of Customer Data.

13.4 Disclaimers. Except as expressly stated, the Services and beta features are provided "as is." Retabled disclaims all other warranties, including implied warranties of merchantability, fitness for a particular purpose, and non‑infringement. Retabled does not warrant the accuracy or completeness of user‑submitted content or analytics outputs.

14.1 By Retabled. Retabled will defend and indemnify Customer against third‑party claims alleging that the Services, as provided by Retabled and used by Customer in accordance with the Agreement, infringe a valid intellectual property right. Retabled's obligations do not apply to claims arising from Customer Data, combinations with non‑Retabled products, or use outside the scope of the documentation. If infringement is alleged, Retabled may procure rights, modify the Services, or terminate the affected Services and provide a pro‑rata refund for prepaid, unused fees.

14.2 By Customer. Customer will defend and indemnify Retabled against claims arising from Customer's content, Surveys, or Messaging; Customer's violation of law (including e‑communications laws); or Customer's breach of the AUP or attempt to re‑identify Anonymous Feedback.

14.3 Procedure. The indemnified party must promptly notify the indemnifying party, grant control of the defense, and reasonably cooperate. The indemnifying party will not settle a claim without the indemnified party's consent if the settlement imposes obligations or admits fault.

15.1 Exclusion. Neither party is liable for indirect, special, incidental, consequential, exemplary, or punitive damages; or for loss of profits, revenue, goodwill, or data, even if advised of the possibility.

15.2 Cap. Except for Excluded Claims, each party's aggregate liability under the Agreement will not exceed the amounts paid or payable by Customer to Retabled for the Services giving rise to the claim in the twelve (12) months preceding the event giving rise to liability.

15.3 Excluded Claims. The foregoing limitations do not apply to (a) a party's indemnification obligations; (b) Customer's payment obligations; (c) breach of Section 7 (Anonymity) or 5.3 (Sensitive Data) by Customer; or (d) either party's willful misconduct.

16.1 Term. Subscriptions renew as stated in the Order Form unless either party gives written notice of non‑renewal at least thirty (30) days before the end of the then‑current term. If the Order Form is silent, subscriptions will automatically renew for successive periods equal to the initial term.

16.2 Suspension. Retabled may suspend access immediately for (a) threats to the security, integrity, or availability of the Services; (b) Customer's breach of the AUP or law; or (c) non‑payment after reasonable notice.

16.3 Termination for Cause. Either party may terminate for material breach if not cured within thirty (30) days after written notice.

16.4 Effect. Upon termination or expiration, Customer will cease use of the Services. Upon request within thirty (30) days, Retabled will make Customer Data available for export in a reasonable format. Thereafter, Retabled will delete Customer Data per Section 6.8.

16.5 Survival. Any provisions that by their nature should survive termination or expiration shall survive, including Sections 6, 12, 13, 14, 15, 17, and 20.

17.1 Publicity. With prior consent (email sufficient), Retabled may use Customer's name and logo in customer lists and marketing materials. Either party may issue a press release subject to the other party's approval.

17.2 Confidentiality. Each party may receive non‑public information from the other that is marked or reasonably understood to be confidential ("Confidential Information"). The recipient will use Confidential Information only to perform under the Agreement and will protect it with at least the same care it uses for its own confidential information. Obligations continue for five (5) years after disclosure, or indefinitely for trade secrets.

18.1 Compliance with Laws. Each party will comply with applicable laws in performing under the Agreement.

18.2 Export Controls and Sanctions. The Services may be subject to U.S. and other export control and sanctions laws. Customer will not permit access or use in violation of such laws.

18.3 Anti‑Bribery. Each party will comply with anti‑corruption laws, including the U.S. FCPA and UK Bribery Act, and will maintain policies to prevent improper payments.

20.1 Assignment. Neither party may assign the Agreement without the other's consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee assumes all obligations.

20.2 Force Majeure. Neither party is liable for delay or failure due to events beyond its reasonable control (e.g., natural disasters, war, labor disputes, internet or utility failures).

20.3 Severability; Waiver. If any provision is unenforceable, it will be modified to reflect the parties' intent, and the remaining provisions will remain in effect. Failure to enforce a provision is not a waiver.

20.4 Notices. Notices must be in writing and will be deemed given when delivered by email to the addresses on the Order Form or by certified mail to the address on file. Legal notices to Retabled: [Insert Legal Notice Email/Address].

20.5 Governing Law; Venue. The Agreement is governed by the laws of [Insert Governing Law Jurisdiction], excluding its conflicts of law rules. The parties consent to exclusive jurisdiction and venue in the courts located in [Insert Venue]. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

20.6 Dispute Resolution. The parties agree to good‑faith negotiation and, if unresolved, mediation before litigation or binding arbitration. Class actions and jury trials are waived to the extent permitted by law.

20.7 Independent Contractors. The parties are independent contractors; the Agreement does not create a partnership, agency, or employment relationship.