Terms and Conditions

Acceptance of Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Subscriber," "you," or "your") and Kish & Partners Consulting Inc. ("Kish & Partners," "we," "us," or "our"), the operator of the exIQtive.com software platform ("Service").

By accessing or using the Service — including by registering an account, starting a free trial, inviting employees, or purchasing a subscription — you represent that: (a) you have the legal authority to bind your organization to these Terms; (b) your organization is a validly existing legal entity; and (c) you agree to these Terms on behalf of your organization.

If you are an individual employee accessing the Service under an account created by your employer, your use is also governed by these Terms and any additional policies your employer has established.

The Service

exIQtive.com is a readiness and fair pay SaaS platform that enables organizations to define role expectations, measure employee readiness, align base pay to readiness levels, manage performance scorecards, and publish Standard Operating Procedures. The platform currently includes or will include the following modules:

• Readiness Module (Live) — define positions, assign responsibilities, track badges and microlearning, inspect readiness in the field, and calculate readiness levels.
• Fair Pay Module (Live) — build pay ranges by position, currency, and location; align range penetration to readiness; surface agreed-vs-fair pay gaps.
• Performance Module (Coming Soon) — build collective scorecards, capture strategy via Strategy Map, calculate company performance scores, and derive fair bonuses.
• Procedures Module (Coming Soon) — create, version, and publish Standard Operating Procedures with step-level role assignments and friction recording.

We reserve the right to modify, suspend, or discontinue any feature or module at any time, with reasonable notice where practicable. We will not be liable for any modification, suspension, or discontinuation of the Service or any feature thereof.

We may establish general practices and limits concerning use of the Service, including maximum data storage, session durations, and API call volumes, at our discretion.

Account Registration

To use the Service, you must register an account and provide accurate, complete, and current information. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account.

You agree to notify us immediately at support@exiqtive.com — with "Unauthorized Use" in the subject line — of any unauthorized access to or use of your account. We are not liable for any loss or damage arising from your failure to protect your credentials.

You may not share account credentials across multiple organizations or use a single account to serve more than one legal entity without a separate written agreement with us. We reserve the right to terminate accounts that remain inactive for an extended period of time.

Free Trials

We may offer free trials of the Service for a limited period ("Trial Period") as specified at sign-up. Free trials are offered at our sole discretion and may be modified or withdrawn at any time.

During a Trial Period, these Terms apply in full, including all provisions relating to acceptable use, intellectual property, data, confidentiality, and disclaimers. The limitation of liability in Section 16 applies to free trials.

At the end of the Trial Period, you must purchase a subscription to continue using the Service. If you do not purchase a subscription, your access will be suspended and your data may be deleted after 30 days. We are under no obligation to retain any data entered during a free trial.

We may use information about your usage during a free trial — in anonymized and aggregated form — to improve the Service, consistent with Section 9.

Subscription and Payment

5.1 Subscription Plans

Access to the Service is provided on a subscription basis. Current pricing, plan details, and included features are set out on the exIQtive.com pricing page or in your order form. All subscriptions are subject to these Terms.

5.2 Fees and Billing

Subscription fees are billed in advance on the cadence specified in your plan (monthly or annually). All fees are stated in US dollars unless otherwise agreed in writing. You authorize us to charge your payment method on each billing date.

5.3 Taxes

Fees are exclusive of applicable taxes. You are responsible for all sales, use, GST, HST, or equivalent taxes applicable to your subscription. For Canadian subscribers, applicable taxes will be added to your invoice in accordance with federal and provincial requirements.

5.4 Late Payment

If payment is not received within 10 days of the due date, we may suspend access to the Service until your account is current. Accounts outstanding for more than 30 days may be terminated.

5.5 Refunds

Subscription fees are non-refundable except as required by applicable law. If you cancel mid-term, you retain access through the end of your current billing period. No partial-period refunds are issued.

5.6 Pricing Changes

We reserve the right to change subscription pricing at any time. We will provide at least 30 days' notice of any price increase before it takes effect on your account. Continued use of the Service after a price change takes effect constitutes your acceptance of the new pricing.

5.7 IQ Credits

Each subscription includes an initial allotment of IQ Credits ("Perishable Credits") set by Kish & Partners at activation. Perishable Credits are valid only for the duration of the subscription term in which they are awarded. They do not roll over and expire immediately when a subscription lapses, is superseded by an early renewal, or is terminated for any reason. No proration or refund is issued for unused Perishable Credits.

Additional IQ Credits may be purchased at any time while an active subscription exists ("Top-Up Credits") in fixed amounts of $100, $250, or $500 USD. Top-Up Credits do not expire and are preserved across subscription renewals. Top-Up Credits are non-refundable once purchased.

IQ Credits are consumed each time you or your employees use an IQ agent feature. The credit cost per use varies by feature and by the AI model invoked. IQ agent features are unavailable when your combined credit balance (Perishable Credits + Top-Up Credits) reaches zero. We reserve the right to allow a single in-progress IQ operation to complete even if it results in a negative credit balance; any resulting negative balance will be deducted from your next credit purchase before new credits become available.

We reserve the right to adjust the credit cost of IQ features and the credit-to-dollar rate for Top-Up purchases at any time, with at least 30 days' notice. Such changes apply only to future purchases and future usage; existing credit balances are not retroactively affected.

Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You will comply with all applicable laws, including all applicable privacy and employment laws, in connection with your use of the Service. You acknowledge that we are not responsible for advising you on compliance with applicable laws.

You will not:

• Use the Service to process or store data in violation of any applicable law, regulation, or third-party rights;
• Attempt to gain unauthorized access to any part of the Service or its infrastructure;
• Reverse engineer, decompile, or disassemble any part of the Service;
• Resell, sublicense, or otherwise make the Service available to third parties outside your organization without our written consent;
• Upload or transmit malicious code, spam, or any content that is unlawful, defamatory, or infringing;
• Use any automated tools to scrape, crawl, or extract data from the Service;
• Use the Service in a way that imposes an unreasonable or disproportionate burden on our infrastructure.

We reserve the right to suspend or terminate access for any violation of this section, and to immediately suspend access to your account if we determine that a violation poses a risk to the Service or other subscribers.

Intellectual Property

7.1 Our Property

The Service — including all software, design, methodology, IQ agent functionality, content, trademarks, and documentation — is owned by Kish & Partners Consulting Inc. or its licensors. These Terms do not transfer any ownership rights to you. You receive only a limited, non-exclusive, non-transferable, revocable license to access and use the Service during your subscription term, solely for your internal business purposes.

You acknowledge that misappropriation or unauthorized disclosure or use of the Service or any intellectual property by you or others would cause irreparable harm for which damages would not be an adequate remedy. Accordingly, we are entitled to seek injunctive or equitable relief in any court of competent jurisdiction to restrain any actual or threatened breach, without the requirement to post a bond or other security, and without prejudice to any other rights or remedies available to us.

7.2 Your Content

You retain ownership of all data, content, and materials you upload or create within the Service ("Your Content"). By using the Service, you grant us a limited license to store, process, and display Your Content solely as necessary to provide the Service to you.

7.3 Feedback

If you provide feedback, suggestions, or ideas about the Service, you grant us an unrestricted, perpetual, royalty-free license to use that feedback for any purpose without obligation to you.

Your Data

You are solely responsible for the accuracy, quality, and legality of the data you input into the Service, including employee data such as names, roles, readiness levels, and compensation information. You represent and warrant that you have all necessary rights and consents to upload and process such data through the Service.

We will maintain reasonable technical and organizational measures to protect your data against unauthorized access, loss, or disclosure. In the event of a confirmed data breach affecting your account, we will notify you within 72 hours of becoming aware of the incident, to the extent required by applicable law.

Upon termination of your subscription, we will retain your identifiable data for 30 days, during which you may export it. After 30 days, your identifiable data will be deleted or anonymized. You are responsible for exporting any data you wish to retain prior to that deadline.

Anonymized Data and Platform Improvement

We may collect, store, and use anonymized and aggregated data derived from your use of the Service ("Anonymized Data") for the following purposes: scientific research, benchmarking, improving the accuracy and performance of the IQ agent, and continuing to develop and improve the Service. This is standard practice in the SaaS industry and helps us deliver a better product to all subscribers.

Anonymized Data does not identify you or any individual employee. We will not attempt to re-identify any individual from Anonymized Data. For the avoidance of doubt, Anonymized Data is not Your Content and is not subject to the data retention and deletion provisions in Section 8.

All identifiable Client data will be automatically anonymized within 120 days after termination or expiration of your subscription, unless you request earlier anonymization in writing.

Usage Monitoring

We may monitor your access to and usage of the Service for purposes including: ensuring platform security and stability, enforcing these Terms, detecting unauthorized use, optimizing platform performance, and identifying opportunities to improve your experience.

Usage information collected in this manner may be used by us — and by authorized implementation partners, where applicable — to ensure you are receiving the optimal configuration of the Service for your business needs, and to identify additional Service features that may be relevant to you. Such usage information will be handled in accordance with our Privacy Policy.

Privacy

Our collection and use of personal information in connection with the Service is governed by our Privacy Policy, available at exiqtive.com/privacy. By using the Service, you agree to the terms of the Privacy Policy.

If you are processing personal data of employees located in Canada, you are responsible for ensuring your use of the Service complies with the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy legislation.

If you are processing personal data of employees located in US states with applicable privacy laws — including the California Consumer Privacy Act (CCPA) and similar state legislation — you are responsible for ensuring your use of the Service complies with those laws. We do not sell or share personal data as those terms are defined by the CCPA.

Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party in connection with the Service ("Confidential Information"), and to use such information only for the purposes of this agreement. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this agreement; (b) was already known to the receiving party without restriction; or (c) is required to be disclosed by law or court order, provided the disclosing party is given reasonable prior notice where permitted.

We will not disclose your data or business information to third parties except as necessary to provide the Service, comply with legal obligations, or as expressly permitted by you in writing.

Third-Party Services

The Service integrates with or relies upon the following third-party services (collectively, "Third-Party Services"):

• Knock.io — notification delivery (in-app, email, and push notifications)
• Amazon Web Services (AWS S3 and CloudFront) — media storage and content delivery
• Cloudflare Stream — video hosting and playback
• Google Gemini — AI infrastructure powering the IQ agent
• TipTap — collaborative document editing (used in the Procedures Module)

Your right to use any Third-Party Services is governed by the terms and conditions of the applicable third-party provider.

You represent and warrant that: (a) you will comply with all applicable third-party terms; and (b) you will maintain all necessary rights to permit the Service to interact with any Third-Party Services you connect.

As between the parties, Kish & Partners has no liability with respect to your procurement or use of any Third-Party Services. You are solely responsible for any fees charged by Third-Party Service providers. We do not warrant the availability, security, or performance of any Third-Party Service.

Partners and Resellers

If you accessed the Service through an authorized implementation partner or reseller ("Partner"), your commercial relationship with that Partner is governed by a separate agreement between you and the Partner. Kish & Partners is not a party to that agreement and is not responsible for the Partner's consulting services, representations, or obligations.

These Terms govern the relationship between you and Kish & Partners with respect to the Service itself, regardless of how you came to access it. In the event of a conflict between these Terms and any terms provided by a Partner, these Terms control with respect to the Service.

Partners do not have authority to modify these Terms, grant rights beyond those set out here, or make binding commitments on behalf of Kish & Partners.

Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KISH & PARTNERS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, SECURITY, QUALITY, COMPLETENESS, OR ACCURACY OF THE SERVICE FOR ANY PURPOSE.

We do not warrant that the Service will be uninterrupted, error-free, or free of viruses or other harmful components, or that any defects will be corrected.

IQ Agent outputs are advisory only. All outputs generated by the IQ agent — including role suggestions, responsibility definitions, inspection protocol recommendations, KPI suggestions, pay range benchmarks, SOP drafts, and AI-generated summaries — are generated automatically and may not be accurate, complete, or suitable for any particular purpose. You are solely responsible for reviewing, validating, and acting on any IQ agent output. IQ agent outputs do not constitute professional legal, HR, compensation, or employment advice.

The Service is not a substitute for professional legal, human resources, accounting, or compensation counsel.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL KISH & PARTNERS, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE — INCLUDING DAMAGES FOR LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS INTERRUPTION — EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR FREE TRIAL USERS, OUR TOTAL LIABILITY SHALL NOT EXCEED ONE HUNDRED DOLLARS (USD $100).

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability will be limited to the maximum extent permitted by law.

Indemnification

You agree to indemnify, defend, and hold harmless Kish & Partners and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Service in violation of these Terms; (b) Your Content; (c) your violation of any applicable law or third-party rights; (d) any dispute between you and your employees arising from your use of the Service; or (e) your use of any Third-Party Service in connection with the Service.

Term and Termination

These Terms remain in effect for the duration of your subscription or trial. Either party may terminate for convenience with 30 days' written notice. We may terminate or suspend your access immediately and without notice if you breach these Terms, fail to pay fees when due, engage in activity that threatens the security or integrity of the Service, or if required by law.

Upon termination: (a) your license to use the Service ends immediately; (b) you remain liable for any fees owed through the end of your current billing period; (c) your identifiable data will be retained for 30 days then deleted or anonymized per Section 8 and Section 9.

Sections 7, 9, 12, 15, 16, 17, and 19 will survive termination of these Terms.

Governing Law and Disputes

These Terms are governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict of law principles.

Any dispute arising out of or relating to these Terms or the Service that cannot be resolved through good-faith negotiation within 30 days of written notice shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with proceedings conducted in English. The arbitration shall take place in Wilmington, Delaware. Judgment on the award may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction — without the requirement to post bond — to prevent irreparable harm, including in connection with any actual or threatened breach of Section 7 (Intellectual Property) or Section 12 (Confidentiality).

YOU AND KISH & PARTNERS EACH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE NOT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING.

Canadian Subscribers

If you are located in Canada, the following additional terms apply and, in the event of a conflict with the rest of these Terms, will control with respect to Canadian subscribers.

20.1 Language

The parties have agreed that these Terms and all related documents be drawn up in the English language. Les parties ont convenu que les présentes conditions et tous les documents connexes soient rédigés en langue anglaise.

20.2 Consumer Protection

Nothing in these Terms limits or excludes any rights you may have under applicable Canadian federal or provincial consumer protection legislation that cannot be waived by contract, including rights under the Ontario Consumer Protection Act or equivalent provincial statutes.

20.3 Privacy Legislation

Canadian subscribers acknowledge that personal information processed through the Service may be transferred to and stored in the United States. By using the Service, you consent to such transfer in accordance with our Privacy Policy and applicable Canadian privacy law, including PIPEDA and applicable provincial privacy legislation.

20.4 Taxes

Canadian subscribers are responsible for applicable GST, HST, or QST. Where required by law, we will collect and remit applicable taxes on your behalf and include them on your invoice.

20.5 Dispute Resolution

Notwithstanding Section 19, Canadian subscribers may elect to resolve disputes in the courts of the province of Ontario, Canada, applying Ontario law, in lieu of arbitration in Delaware. To exercise this election, you must provide written notice to us within 30 days of the dispute arising. If no such election is made, Section 19 applies.

Changes to These Terms

We may update these Terms from time to time. For any material changes, we will notify you by email to the address on your account, or by displaying a prominent notice within the Service, at least 30 days before the changes take effect.

Your continued use of the Service after the effective date of updated Terms constitutes your acceptance of the changes. If you do not agree to the updated Terms, you must stop using the Service and cancel your subscription before the effective date. If you choose to cancel for this reason, we will provide a pro-rata refund of any prepaid fees for the unused portion of your subscription term.

Contact

If you have questions about these Terms, please contact us:

Kish & Partners Consulting Inc.
Legal inquiries: legal@kishandpartners.com
Support: support@exiqtive.com
Website: www.kishandpartners.com

For notices required under these Terms, please send written notice to the email address above with the subject line "Legal Notice — exIQtive.com Terms."