Hosted Software and Services Agreement

This Hosted Software and Services Agreement (the “Agreement”) including any addendums and documents referenced via URLs, which are incorporated herein by reference, governs the provision of Cority’s software and services and forms part of the order form or statement of work between Cority Software Inc. or its Affiliate (as later defined herein) identified on an order form or a statement of work (“Cority”) and the client identified on an order form or statement of work (“Client”).

By entering into an order form or statement of work that references and incorporates these Terms and Conditions, Client accepts the terms and conditions set forth herein.

1. Software and License

  • 1.1. Client and its Affiliates are entitled to access and to use the Cority Software (the “Software” or “Cority Platform”) and the third-party software resold by Cority or integrated within the Cority Platform (“Third-Party Software”), as set forth in an order form (the “Order Form”), for their internal business purposes. An “Affiliate” means any entity (now existing or hereafter formed or acquired), which directly, through one or more intermediaries, controls, is controlled by or is under common control with, another entity. Ownership of fifty percent (50%) or more of the voting stock, membership interests, or other equity of an entity shall be deemed to be control over such entity.
  • 1.2. Unless otherwise set forth in the Order Form, Client and its Affiliates will share one production environment and, on an hoc basis, a test environment for all Software and Third-Party Software licensed through one or more Order Forms. In each production environment, Client will have access to 100GB of data storage which will be increased in accordance with the terms and conditions set forth in the Order Form.
  • 1.3. The Software will be Cority’s standard application and will include Updates and Upgrades. Third-Party Software will include the Third-Party Software developer’s standard application and may include Updates and Upgrades. For the purpose of this Agreement, “Updates” mean changes or patches to be integrated with the Software to correct errors and that do not alter the functionality or the content of the Software, and “Upgrades” mean modifications or additions to the Software that alter the functionality or contents of the Software.

2. Professional Services

  • 2.1. Standard Onboarding. Upon the execution of an Order Form, Cority will provide Client with the Software onboarding that forms part of its standard offering and Client will collaborate with Cority, as reasonably required, in order to ensure that the onboarding is completed successfully.
  • 2.2. General Professional Services. Client may request consultancy, implementation, training, configuration and training related to the Software (“Professional Services”). Upon receipt of such a request, Cority will provide Client with a quote for its pricing and if Client accepts, the parties will enter into a statement of work (“SOW”) governing the provision of the requested services and the payment of applicable fees. The scope of the Professional Services including reimbursement for reasonable travel and living expenses for onsite meetings, applicable fees, and payment terms, shall be outlined in the SOW.

3. Maintenance, AVAILABILITY and Support

  • 3.1. Cority Software. Cority will provide support to Client and its Affiliates in accordance with the Support Services & Availability Appendix, which is accessible online via the Cority legal center (https://www.cority.com/legal-center/), which may be updated from time to time and which is incorporated herein by reference. Prior to using Cority’s support services, the Client and its Affiliates’ end-users are expected to have a reasonable familiarity with the Software either through formal training provided by Cority or the equivalent in informal training provided by the Client staff. Support does not include implementation services, programming, report generation or resolution of the Client and its Affiliates computer system problems that are unrelated to the operation of the Software.

4. Term and Termination OF AN ORDER FORM

  • 4.1. Order Form Initial Term and Renewal. Unless otherwise set forth in the Order Form, the first Order Form will have an initial term of twelve (12) months and each Order Form executed thereafter will be coterminous with the first Order Form. Upon expiration, each Order Form will automatically renew for successive periods of twelve (12) months (each a “Renewal Term”).
  • 4.2. Termination for Convenience. During the Renewal Term, Client may terminate an Order Form for convenience by written notice provided the following conditions are satisfied: (a) the written notice of termination is transmitted during the Renewal Term and received at least sixty (60) days before the start of the next Renewal Term; and (b) there are no outstanding fees or invoices payable under the Order Form. If the foregoing conditions are satisfied, the Order Form will terminate at the end of the then-current Term.
  • 4.3. Sunset. In the event that Cority sunsets the Software licensed under this Agreement and Client and its Affiliates have elected not to upgrade to the replacement platform, Cority may terminate an Order Form, in whole or in part, upon twelve (12) months written notice. In the event of partial termination, the parties will enter into a new Order Form to reflect the removal of the Software being sunset from the Agreement.
  • 4.4. Termination for Cause. This Agreement and an Order Form may be terminated where there is an Event of Default. An Event of Default occurs if: (a) a party breaches any material obligation set forth in this Agreement and/or an Order Form and fails to cure such breach within thirty (30) days of written notice thereof; or if (b)  a party declares bankruptcy or becomes insolvent, is placed into receivership or a trustee is appointed for the benefit of its creditors, or it ceases the operation of its business without a successor acceptable to the other party. Whenever an Event of Default has occurred, the non-defaulting party may, at its election, terminate this Agreement and/or an Order Form, in which case all of the rights of the Client and its Affiliates with respect to the Software and Third-Party Software and the use thereof shall terminate and the non-defaulting party shall be entitled to pursue all legal remedies available to it, subject to the terms and conditions hereof.
  • 4.5. Suspension. In addition to the right to terminate and the right to interest, if the Client is the defaulting party and the Event of Default remains uncured for thirty (30) days after written notice thereof, Cority may suspend access to the Software and Third-Party Software (if applicable) without further notice or delay to the extent permitted by law.
  • 4.6. Collections for Non-payment. If Client fails to pay any amount due under an Order Form, Client will be responsible for, and will promptly reimburse Cority for all costs of collection, including reasonable attorney fees, court or arbitration costs, and collection agency fees and costs, incurred in connection with the collection of delinquent balances. Cority may use the services of debt collection agencies, and any other remedies as allowed by law to collect any unpaid balances on Client’s account.
  • 4.7. Data Extraction and Effect of Termination. Prior to termination of the Agreement or an Order Form, Client and its Affiliates may download their data from the Cority Platform. After termination of this Agreement for any reason: (i) Cority will provide the Client and its Affiliates with all data input into the Cority Platform in accordance with a SOW executed by the parties; and (ii) all outstanding Cority invoices will immediately become due and payable.
  • 4.8. Transition Assistance Services. In the event of termination of an Order Form, Client may request transition assistance services. Cority will quote the applicable fees based on the scope of services requested by Client and if Client accepts, the parties will enter into a SOW.

5. Fees and Payment

  • 5.1. Invoice Schedule. The annual fees for Hosted Software Modules and Licenses and Recurring Professional Services set forth in an Order Form plus applicable taxes will be invoiced on the effective date of the Order Form and thereafter, annually in advance of each 12-month subscription period.
  • 5.2. Payment Terms and Interest. Unless otherwise agreed upon in an Order Form, payment for all invoices will be due and payable within 30 days after delivery of the invoice. Interest on overdue payments will be charged at the lesser of 1% per month (12% per annum); or the maximum interest authorized by law.
  • 5.3. Client will be responsible for the payment of all applicable taxes. Should the Client be required by any law or regulation to make any withholding or deduction on account of tax or otherwise on any amount payable to Cority under an Order Form, the amount payable to Cority will be increased by the amount of such withholding or deduction to ensure that Cority receives a sum equal to the sum required to be paid under the Order Form.

6. Confidentiality

  • 6.1. Each party may, from time to time, disclose (the “Disclosing Party”) to the other party (the “Receiving Party”) certain information regarding the business, products, or services of the Disclosing Party and its suppliers, including technical, marketing, financial, business, planning, and other confidential or proprietary information, including information that the Receiving Party knew or should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party (“Confidential Information”). In addition, the parties agree that (a) Cority’s Software and its source code, object code, design, architecture, data base schema, and related documentation and information and pricing information set forth in an Order Form shall be considered Confidential Information; and (b)  any Client data and Client’s Affiliate’s data uploaded to the Software and other information pertaining to Client and its Affiliates’ employees, business processes, financials, and customers shall be considered Confidential Information. The Receiving Party agrees: (a) not to use any Confidential Information of the Disclosing Party for any purpose other than fulfilling its obligations or exercising its rights under this Agreement; (b) to protect and keep confidential the Confidential Information to the same degree that it protects its own confidential and proprietary information; (c) not to transfer or provide the Confidential Information to third parties, on a service bureau basis or otherwise, or to disclose or make available the Confidential Information to third parties except to employees, consultants or advisers who have a “need to know” and who are bound by similar non-disclosure obligations in favor of the Disclosing Party; and (d) not to reverse-engineer, decompile, translate, disassemble, duplicate, copy, reproduce, modify, transfer or distribute all or any part of the Confidential Information except as consistent with the use of any Confidential Information as set out in this Agreement.
  • 6.2. The Receiving Party’s obligations under this section with respect to any Confidential Information of the Disclosing Party will not apply if such information:
    • (a) was already known to the Receiving Party without restriction at the time of disclosure by the Disclosing Party;
    • (b) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions;
    • (c) is, or through no fault of the Receiving Party has become, generally available to the public; or
    • (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information.

      Except with respect to Client data which shall be returned in accordance with Section 4.7 above, the Receiving Party will destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control promptly upon the written request of the Disclosing Party or upon the expiration or termination of the Agreement. Notwithstanding the foregoing, the Receiving Party may retain an electronic backup copy of Disclosing Party’s Confidential Information as is automatically created and retained by the Receiving Party’s standard backup processes and systems. The Receiving Party shall comply with its nondisclosure obligations under this Agreement with regard to such copies and shall destroy them in accordance with Receiving Party’s normal destruction processes.

  • 6.3. Notwithstanding anything in this Agreement to the contrary, the Receiving Party may disclose Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request or similar method (“Legal Order”). If the Receiving Party receives a Legal Order, it will promptly notify, to the extent permitted by law, the Disclosing Party in writing of such demand for disclosure so that the Disclosing Party may, at its sole expense, obtain a protective order or other appropriate remedy to preserve the confidentiality of the Disclosing Party’s Confidential Information. The Receiving Party agrees that it shall not oppose and shall cooperate with efforts by the Disclosing Party, to the extent permitted by law, with respect to any such request for a protective order or other relief. Notwithstanding the foregoing, if the Disclosing Party is unable to obtain or does not seek a protective order and the Receiving Party is legally required to disclose the Disclosing Party’s Confidential Information, disclosure of such Confidential Information may be made without liability. The Receiving Party will disclose only that portion of the requested Confidential Information that it is required to disclose.

7. Intellectual Property rights

  • 7.1. “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world, whether or not registered.
  • 7.2. Neither party will acquire any right, title, or interest in the Intellectual Property Rights owned by the other party by virtue of its performance under this Agreement and/or an Order Form. Client and its Affiliates retain all right, title, and interest in and to Client and its Affiliates’ data, and except as otherwise set forth herein, they grant Cority the necessary rights to their data solely as necessary for Cority to provide the Software and any applicable Professional Service under this Agreement and/or a SOW.
  • 7.3. Cority owns and retains all rights, title and interest, including all related Intellectual Property Rights, in and to the Cority Platform, and any suggestions, ideas, enhancement requests, feedback or recommendations provided by Client and its Affiliates relating to the Cority Platform or Professional Services. Cority grants to Client a perpetual, fully paid-up, worldwide license to use any reports generated by the Cority Platform that contain Client Data.
  • 7.4. Cority will defend Client and its Affiliates against any third-party claim of intellectual property infringement resulting from the use of the Software (“IP Infringement Claim”) and indemnify Client and its Affiliates against any amounts awarded in a final judgment as a result of such claim. In the event that an IP Infringement Claim is undertaken against Client and/or its Affiliates, Client will promptly notify Cority and provide it with a copy of all relevant documentation. In the event the Software is held by a court, administrative body or arbitration panel of competent jurisdiction to infringe third-party Intellectual Property Rights or its use is enjoined, Cority will, at its option, either: (a) procure for the Client and its Affiliates the right to continue use of the Software; (b) provide a modification to the Software so that its use becomes non-infringing; or (c) replace the Software with software which is substantially similar and continues to meet the functionality and performance of the Software as set out in the Software documentation and specifications. In the event that none of the foregoing options is commercially feasible, Cority may terminate access to the Software that gave rise to the IP Infringement Claim and grant Client and its Affiliates a pro-rated refund for any pre-paid annual fees applicable to the unused subscription period. Notwithstanding the foregoing, Cority will have no liability to the Client and its Affiliates with respect to any IP Infringement Claim to the extent that the claim is based upon: (a) the unauthorized modification of the Software; or (b) the use of the Software not in accordance with the documentation provided by or made available by Cority.

8. CONDITIONS OF USE AND AI POLICY

  • 8.1. The Client and its Affiliates may not:
    • (a) except as permitted by this Agreement, transfer to any other person any of its rights to use the Software or Third-Party Software;
    • (b) sell, rent or lease the Software or Third-Party Software;
    • (c) make the Software or Third-Party Software available to anyone who is not an authorized user (i.e., any employee/independent contractor of Client and its Affiliates or any employee/independent contractor of Client and its Affiliates who may be authorized by the Client and its Affiliates from time to time to use the Software);
    • (d) create any derivative works based upon the Software, Third-Party Software or Documentation;
    • (e) copy any feature, design or graphic in, or reverse engineer, the Software or Third-Party Software;
    • (f) use the Software or Third-Party Software in a manner that violates the license restrictions applicable to a given user type;
    • (g) use the Software or Third-Party Software to change the license configuration; or
    • (h) use the Software or Third-Party Software in a way that violates any applicable law.
  • 8.2. By accessing and/or using any AI services or entering into an order form or Agreement for Software and/or Third-Party Software that incorporates AI services, Client accepts the terms and conditions set forth in Cority’s AI Policy available online via the Cority legal center at https://www.cority.com/legal-center/, which is incorporated herein by reference and which may be updated from time to time.

9. MONITORING PLATFORM USAGE AND DATA ANALYTICS

  • 9.1. Cority may monitor Cority Platform usage including license rights, data storage and time expended on a given webpage and aggregate any Platform usage information with similar data sets to improve overall user experience.
  • 9.2. Client grants and will ensure that its Affiliates grant Cority a perpetual, non-exclusive, transferable, sublicensable, royalty-free, worldwide and irrevocable right and license to store, manipulate, transmit, copy, display, sub-license or otherwise utilize Client and its Affiliates data and deliverables in anonymized and de-identified form for analytic purposes including, without limitation providing industry and sector-based benchmarking. Cority will permanently remove all Personal Data and any references to Client and its Affiliates in order to ensure that the data is fully anonymized.

10. Warranty and Liability

  • 10.1. General Warranty. Each party represents and warrants that it has the legal power and authority to enter into this Agreement, Order Forms and SOWs hereunder. Cority shall use all reasonable efforts to ensure that the Software performs the functions as described in available software documentation and specifications. Notwithstanding the foregoing, Cority does not represent and warrant that the Software will be bug free. In the event the Software contains any bugs, Client’s sole and exclusive remedy will be to create a support ticket in order for Cority to address the bug in accordance with the support terms and conditions set forth in this Agreement. Cority does not make any warranties, express or implied, including the implied warranties of merchantability or fitness for any particular purpose other than for the stated purpose in the software documentation and specifications provided to the Client and its Affiliates. The Software and Third-Party Software are provided “as is”.
  • 10.2. Joint and Several Liability. For Clients that share a production environment with its Affiliates, both the Client and its Affiliates will be jointly and severally liable for the payment of all fees under all Order Forms.
  • 10.3. ThirdParty Software. Cority warrants that it has the right to license Third-Party Software to Client.
  • 10.4. GENERAL LIMITATION OF LIABILITY. Except WHERE PROHIBITED BY LAW AND EXCEPT WITH RESPECT TO THE FEES PAYABLE UNDER THIS AGREEMENT, THE PARTIES AGREE AS FOLLOWS:
    • (A) IN NO EVENT SHALL EITHER PARTY, OR A PARTY’S AFFILIATES BE LIABLE TO ANYONE UNDER THIS AGREEMENT FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER SPECIAL DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF REVENUE, PROFITS, DATA, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, TO THE MAXIMUM EXTENT ALLOWABLE BY APPLICABLE LAW.
    • (B) IN NO EVENT SHALL ANY PARTY, OR A PARTY’S AFFILIATES’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, A STATEMENT OF WORK OR AN ORDER FORM, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, INDEMNIFICATION, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHERWISE, OR FOR ANY AND ALL CLAIMS EXCEED THE ANNUAL FEES PAID IN THE TWELVE (12) MONTH PERIOD PRECEEDING THE EVENT GIVING RISE TO THE CLAIM.
  • 10.5. LIMITATION OF LIABILITY IN PRODUCT SPECIFIC TERMS AND CONDITIONS. IN THE EVENT OF A CONFLICT BETWEEN THE LIMITATION OF LIABILITY SET FORTH IN THE PRODUCT SPECIFIC TERMS AND CONDITIONS AND THIS AGREEMENT, THE LIMITATION OF LIABILITY SET FORTH IN THE PRODUCT SPECIFIC TERMS AND CONDITIONS WILL PREVAIL.

11. Data privacy

  • 11.1. To the extent that Client uploads any personal data subject to data privacy laws, Cority will process such personal data in accordance with the Data Processing Addendum which is accessible online via the Cority legal center at https://www.cority.com/legal-center/, which is incorporated herein by reference and which may be updated from time to time.

12. Assignment

  • 12.1. None of the rights, duties and obligations of either party hereunder and/or an Order Form may be assigned without the prior written consent of the other party except that either party may assign its rights and obligations under this Agreement and/or an Order Form to an Affiliate, provided that written notice is provided to the other party and the Affiliate agrees to be bound by the terms and conditions hereof. If a third party acquires all or part of the Client and its Affiliates’ assets through a divestiture or reorganization of the Client and its Affiliates’ business (“Divested Entity”) such Divested Entity may use the Software and Third-Party Software provided under this Agreement for up to twelve (12) months, on notice to Cority, provided that the Divested Entity agrees in writing to the terms and conditions of this Agreement and provided that the Divested Entity is not a competitor of Cority. If the Divested Entity wishes to continue to use any Software at the end of the time period specified above, the Divested Entity must enter into a separate agreement with Cority for continued use or license of the Software at Cority’s then generally applicable fees.

13. Notice

  • 13.1. Any notices or other communications required or permitted to be delivered hereunder and/or an Order Form shall be in writing to the other party at its address set forth in the Order Form or transmitted by email to an account representative designated by Client. Any notice to Cority will be delivered to the attention of Legal Counsel at the address set forth in the Order Form and a copy must be sent to legal@cority.com.
  • 13.2. All such notices shall be transmitted by mail or by e-mail.

14. Force Majeure

  • 14.1. If circumstances beyond the control of the parties shall temporarily make it impossible for either or both of them to perform their Agreements hereunder, then the principles of force majeure shall apply and the right and obligations of the parties shall be temporarily suspended during the force majeure period to the extent that such performance is reasonably affected thereby. If such circumstances continue for 60 days, the performing party may terminate the Agreement.

15. Currency

  • 15.1. Unless otherwise specifically provided in an Order Form, all amounts are expressed in US Dollars.

16. Jurisdiction

  • 16.1. This Agreement and any Order Form shall be governed by and construed in accordance with the laws of Ontario, Canada, without regard to any conflict of laws principles. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sales of Goods. Any dispute shall be heard exclusively by the courts located in Toronto, Ontario, Canada.

17. Disclosure of Relationship

  • 17.1. Neither party will issue a press release naming the other party or using the logos or trademarks of the other party or disclose the terms of this Agreement without the other party’s prior consent. However, Cority may indicate to third parties that the Client and any Affiliates that use the Software are a customer of Cority.

18. Validity of Electronic Documents

  • 18.1. This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same agreement. In addition, the parties agree that a copy of the original signature (including an electronic copy) may be used for any and all purposes for which the original signature may have been used. The parties further waive any right to challenge the admissibility or authenticity of this Agreement in a court of law based solely on the absence of an original signature.

19. Entire Agreement, UPDATES TO THE AGREEMENT and purchase orders

  • 19.1. This Agreement, and any Order Forms and SOWs executed hereunder, constitute the entire agreement between Cority and Client and they supersede all prior negotiations, representations and agreements, either oral or written, regarding the subject matter hereof. In the event of a conflict between the terms and conditions in an Order Form or a SOW and this Agreement, the terms and conditions in the Order Form or SOW will prevail.
  • 19.2. Cority may, from time to time, update the terms and conditions in the Agreement, and in any document incorporated herein by reference. By continuing to use the Software and any Third-Party Software, Client agrees to such updated terms and conditions.
  • 19.3. The parties acknowledge and agree that any terms or conditions issued in a purchase order or other similar form to the other party are for payment processing procedures only and shall have no force or effect and those terms are expressly rejected by the other party related to the subject matter of this Agreement.

20. SURVIVAL

  • 20.1. Section 5 (Fees and Payment), Section 6 (Confidentiality), Section 10 (Warranty and Liability), Section 11 (Data Privacy), Section 20 (Survival) of this Agreement and any other section of this Agreement and an Order Form, which by its nature or context is intended to survive, will survive termination of this Agreement.

21. EXPORT CONTROL

  • 21.1. Client acknowledges that data uploaded to the Cority Software or Third-Party Software may be subject to Canadian, U.S. and/or EU export control laws, in addition to export or import regulations in other countries. Client will strictly comply with all applicable export laws and regulations (including sanction lists) and has the responsibility to obtain any licenses or approvals required to export, re-export, transfer, or import the Software and/or Third-Party Software and to use or make such accessible in accordance with applicable export control laws.

22. General Provisions

  • 22.1. Termination of this Agreement shall not prejudice rights and liabilities accrued hereunder prior to such termination. No previous condoning, excusing, or overlooking of breaches or defaults by a party shall be taken as a waiver of any of the terms or conditions of this Agreement. If any provision of this Agreement and/or an Order Form is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid, illegal, or unenforceable provision shall be deemed amended and shall be interpreted and enforced so as to best accomplish the objectives of the original provision to the fullest extent permitted by law. If such modification is not possible, the invalid, illegal, or unenforceable provision shall be severed from this Agreement, and the remaining provisions shall remain valid and enforceable. No modification of this Agreement shall be of any force or effect unless made in writing and signed by both parties.
Sean Baldry

Sean Baldry

Sr. Director of Product Marketing

As Cority’s Sr. Director of Product Marketing, Sean leads Cority’s product marketing strategy and tactical delivery, helping customers understand the value that they can realize from a digital EHS transformation with Cority. With over 20 years of experience working in front-line and corporate EHS roles, Sean intuitively understands the key challenges and pain points faced by EHS professionals, and leverages this deep expertise to educate Cority’s team on how best to support the customer journey. Sean works with Product Management, Sales, Marketing and Professional Services functions to better understand customer impressions of Cority’s products and services, and advocates for product investment that support current needs while addressing future demands. Prior to joining Cority, Sean worked across manufacturing, automotive, mining and construction sectors, most recently serving as Head of Health & Safety for Holcim’s Eastern Canada division.
 
Sean is a graduate of the University of Guelph and Ryerson University, and holds a Canadian Registered Safety Professional (CRSP) designation.
Timothy Ku

Timothy Ku

VP of Customer Support

Tim is a seasoned professional with over 20 years of extensive experience in Support and Service Management. Currently serving as Cority’s VP of Customer Support, he is known for his ability to lead and scale global support teams across diverse locations. Tim’s approach is deeply rooted in customer-centricity, leveraging his expertise to ensure the Voice of the Customer is heard throughout the organization.

With a strong focus on process optimization and data-driven decision-making, Tim consistently delivers results that enhance customer satisfaction and loyalty. He understands that success isn’t just about hitting targets but also about building a positive rapport with customers and key stakeholders. His leadership style inspires trust and collaboration, empowering teams to innovate and be creative. Prior to his role at Cority, Tim held leadership positions at TELUS Communications, Esri Canada, and most recently VP of Client Services at Doxim Inc. Tim holds a Bachelor of Business Commerce degree from Toronto Metropolitan University.

Matt Nelson

Matt Nelson

VP, Strategic Alliances

Matt is a highly accomplished executive leader with a passion for learning and executing innovative growth strategies. With over 25 years of proven expertise in the enterprise Risk Management, Compliance and Environmental, Health, Safety (EHS) and ESG/Sustainability arena. Matt is responsible for driving the global expansion of our Strategic Alliance initiatives. Matt is recognized for an unbroken track record of success building, developing, and scaling high-performing collaborative global teams and multi-channel partnering ecosystems who consistently exceed revenue, profit, and management goals. Matt is a process driven, fact-based problem solver who enjoys creating long-term value for his clients, partners, and team. Matt’s experience in team building and associate development has driven significant new and organic international market expansion, M&A pursuits, change management, new product/market launches and has managed global teams as large as 145 team members. Over the past 10 years, Matt, his teams, and channel partners are responsible for negotiating, selling, and delivering more than $1.5 billion in SaaS/Cloud software and consulting services. When Matt is not working, he enjoys spending as much time as possible traveling with his wife and six children.

 
Scott Miner

Scott Miner

Sr. Director, Platform & Design

As Sr. Director, Platform & Design, Scott spearheads the successful delivery of platform capabilities across CorityOne clouds. Additionally, he oversees our UX/UI team, prioritizing user-centered design, and the creation of best-in-class experiences. With over 20 years of product design leadership, Scott has successfully delivered mission-critical finance and business applications to global Fortune 100 companies.

Before joining Cority, he served as the Head of Experience for Telus Agriculture and Consumer Goods. Prior to that role, Scott held the position of VP, Technology – Enterprise Data, Product, and Delivery at TKXS. This business became a pivotal acquisition, forming Telus’ Ag/Consumer business unit. In the early stages of his career, he co-founded ettain group, a prominent US digital agency, guiding it through rapid growth and positioning it for future acquisition by Experis/Manpower.

Scott’s deep experience in driving design at scale and leading high-performing teams will play a pivotal role in supporting Cority through its next stage of growth. He holds a bachelor’s degree in design from the Rochester Institute of Technology in Rochester, NY.

Laura Vassilowitch

Laura Vassilowitch

Senior Director, Product Operations

Laura Vassilowitch is the Senior Director, Product Operations at Cority. Laura works with Product Management, Product Marketing, Engineering, UIUX, and other cross functional areas to provide streamlined processes that support superior performance and output. Laura’s decade-plus history in Product Management includes leadership of Product Organizations at Start-Ups and Fortune 500 companies within the Higher Education, Federal & State Governments, and Healthcare Markets. Most recently, Laura was the Director of Technical Product Management at Gordian, a Fortive Operating Company (FTV). In this role, she was responsible for the execution and delivery of software solutions across Gordian’s SaaS product portfolio.

Jamie Devlin

Jamie Devlin

VP of Sales

Jamie is a senior leader with 25 years of international business consulting and technology experience across multiple industries and geographies, with deep expertise in strategy development, sustainability, business change, process optimization, digital transformation, and advanced technologies, including industrial Artificial Intelligence (AI).

As Vice President of Sustainability Sales, Jamie is responsible for driving Cority’s acquisition of new business and developing strategic partnerships, focused on the value Cority’s clients realize in the context of an ever-changing sustainability reporting landscape. Jamie also works closely with the colleagues across Cority’s Sustainability Cloud to ensure Cority’s trusted software and expert advisory services continue to lead the market.

Stephen Tkaczyka

Stephen Tkaczyk

VP of Finance

As VP Finance, Stephen Tkaczyk oversees the finance and accounting functions. Stephen has 15 years of financial experience, with areas of expertise in financial reporting, performance management and analysis. Prior to joining Cority, Stephen spent the initial part of his career working in the KPMG audit practice and then subsequently in progressively senior finance roles at both private and public companies. Such companies crossing various industries include, Alliance Atlantis Communications, Shred-it International and Kognitiv Corporation all of which saw significant growth and M&A activity. He is a CPA, CA and holds a Bachelor of Commerce degree from the University of Toronto.

Ted Kail

Ted Kail

Chief Product Officer

Ted Kail is the Chief Product Officer at Cority and oversees the Product Management, Solution Marketing & Enablement functions that serve Cority’s customers throughout the globe. For the past 15 years Ted has led Product organizations at Start-Ups & Fortune 500 companies within the Higher Education, Federal & State Governments, and Healthcare Markets. Most recently Ted was the Chief Product Officer at Gordian, which is a Fortive Operating Company (FTV). In this role, he was responsible for determining the strategic direction of all products across Gordian’s product portfolio that included both SaaS and data product offerings.

Ted holds a Bachelor of Science in business as well as an Executive MBA from Northeastern University.

Daphne Reed

Daphne Reed

Senior Director, Security

Daphne Reed is the Senior Director Of Security at Cority Inc. With 20 years of experience in the technology field, Daphne has worked with organizations such as Infrastructure Ontario (Crown Agency), Loyalty One (Air Miles), and most recently worked with the tech start-up Vidyard for 8 years from its infancy to its current size in the enterprise market. Beginning with late mainframe technology in the 90s, she has witnessed the transformation and migration journey through to today’s Cloud systems, and the compliance and regulatory demands that have come with it. Daphne’s focus on process efficiency brings faster and smarter connections between otherwise disparate enterprise teams, always to foster and facilitate the human connection first.

Tjeerd Hendel-Blackford

Tjeerd Hendel-Blackford

VP of Sales

Tjeerd is an experienced Sales Leader covering the EMEA and APAC regions. He and his team work to build long-term strategic partnerships with new and existing customers to help them reach and exceed their EHS and ESG/Sustainability goals. Tjeerd has over two decades of experience in environment, health & safety, and quality (EHSQ). Having worked as both an EHS practitioner and a consultant he has helped dozens of companies to address their HSEQ challenges through the application of management best practice in combination with market-leading information and technology solutions.

Justin Dennis

Justin Dennis

VP of M&A Integrations

With over 20 years of experience in enterprise software solutions, Justin Dennis serves as the VP, M&A Integrations at Cority where he provides program governance on the complex integration of people, processes, and technologies of acquired companies. In 2020, Justin created the highly successful Cority Center of Excellence (CoE), which manages multiple strategic initiatives and digital transformations that support increasing company valuation. He is a visionary leader with a proven track record to enable an organizational culture of continuous competency improvement through cross-functional collaboration. Prior to joining Cority in 2017, Justin served as the VP, Information Technology and principal at RegAction. During his tenure he managed the company P&L, led product development, cloud strategy, IT security, platform integrations, and corporate expansion efforts. Justin’s deep domain expertise and passion for technology operations were cultivated during his time at BMC Software. He holds a BBA degree in both Management Information Systems and Marketing with a minor in Latin American Studies at University of Houston, C.T. Bauer College of Business.

Carrie Young​

Carrie Young

VP of Strategic Solutions

Carrie has spent her 25+ year career around EHSQ software solutions; first as a customer using software in the chemical industry, next as an implementation partner guiding customers through their software journey, and most recently within the software provider community developing market leading solutions. In each of these roles, she has led high performance teams and implemented strong organizational change techniques as the foundation for success. She brings a 360° view to her role as the VP of Strategic Solutions, helping customers identify and execute solutions that drive powerful change.

Carrie holds a Bachelors of Science degree in Chemical Engineering from the University of Kansas specializing in Environmental Studies, is trained as a Six Sigma Black Belt, and is a certified Project Management Professional from the Project Management Institute.

She formerly was the Vice President of Operational Excellence for a technology company, Waitr Holdings, the Vice President of Professional Services at Sphera, the Director of Professional Services at Rolls-Royce, as well as a process engineer at Vulcan Chemicals and an Environmental Consultant at Trinity Consulting.

DeAnn Poe

DeAnn Poe

VP of Marketing

DeAnn Poe is the VP of Marketing, overseeing the Growth Marketing, Brand and MarComm, and Business Development functions at Cority. She is a versatile marketer with over 20 years of experience serving in Marketing Leadership, Demand Gen and MarComm functions at software companies across a variety of verticals. With a proven track record for building efficient, data-driven marketing teams, she is passionate about proving marketing’s impact on the bottom line and empowering her teams to drive sustainable revenue for the organization. DeAnn holds a bachelor’s degree in Business Administration from California State University, San Marcos.

Anthony Palladino

Anthony Palladino

Multi-faceted Finance and Operations Executive possessing more than 15 years of management experience. I have achieved measurable success in P&L management, budgeting, human resource administration, treasury models and facility management. Significant experience in SaaS supply chain solutions, sourcing services and IT delivery. International finance experience managing operations in Europe and Asia.

Currently, Chief Financial Officer at Elemica, a leading cloud based software company headquartered in Wayne, PA that enables the world’s largest manufacturing companies to effectively manage their demand and supply chains.

Jesse Miller

Jesse Miller

VP of Sales

Jesse Miller is the leader of Customer Sales for Cority, working closely with our customer success and product management teams to support the adoption and use of our solutions. Jesse is an avid scuba diver and underwater photographer, which drives his passion to help our customers create a healthy and more sustainable future. Throughout his career he has held progressively senior leadership positions helping software companies scale by investing in the people and processes that lead to success. As a leader with Dexter and Chaney, Viewpoint, and Rhumbix, Jesse helped construction companies through a digital transformation of their business to create efficiency, and reduce risk. He was an integral part of the team at Viewpoint that grew the company from $25M to $200M in annual revenue, which resulted in an acquisition by Trimble Inc (TRMB). During Jesse’s 15 year sales career, he has helped software companies with numerous M&A activity, scaling, and organizational change. Jesse holds a Masters degree in Communication and Organizational Leadership from Gonzaga University, with minors in Applied Finance and Marketing.

Brad Totten

Brad Totten

VP of Sales

As Senior Sales Director, Brad is responsible for leading and developing a team of sales professionals focused on one thing: providing the best possible commercial experience to Cority’s prospective customers. A 25 year veteran of Enterprise Sales, Brad prides himself on leaving no stone unturned when it comes to our clients understanding of the entire sales process from the first point of contact to the launch of a successful program and beyond. Brad is passionate about the environment and helping organizations maintain safe and healthy workplaces and sustain the communities in which they operate. Outside of work, you can find Brad on the golf course or running along the Toronto Beaches and spending time outdoors with his wife and two children.

Rob Michayluk

Rob Michayluk

Sr Director, Cloud and Security

With over 25 years experience across multiple IT disciplines in a variety of industry verticals, Rob Michayluk serves as the VP, Cloud at Cority. In this role, he is responsible for Cloud Infrastructure, DevOps and the IT services that support the Cority Enterprise. Rob has held several senior leadership roles including Director, Technology at LoyaltyOne (AirMiles) and Managing Director, Digital Engineering at Bond Brand Loyalty building and operating the technology that enables the Scene+ loyalty program.

Ran Ding

Ran focuses on growth equity investments across a wide range of sectors including technology, business services, and consumer. Ran sits on the board of Avetta and Infutor, and he is actively involved with Norwest’s investments in ACL, Avetta, Cority, Infutor, Kendra Scott (recapitalized by Berkshire Partners), and The Rainmaker Group. Ran was previously involved with Norwest’s investments in 1010data (acquired by Advance), Rainmaker – Multifamily (acquired by RealPage), and The Retail Equation (acquired by Appriss).

Ran holds a bachelor of science degree in electrical and computer engineering from Cornell University. Ran is also a CFA charterholder.

Nicolaas Vlok

Nicolaas Vlok

Nicolaas Vlok is an Operating Partner at Thoma Bravo. He brings more than 20 years of experience leading high-growth, publicly traded, and PE-backed software and data businesses, by driving market expansion, revenue growth, product innovation, and operational excellence. As a transformational leader, he executed multiple growth strategies that transformed companies into clear market leaders, which included integrating multiple acquisitions accelerating growth. He holds board positions at ABC Fitness, Centrify, Cority, MailGun, and MeridianLink, all industry leading software companies. He is a former board member of Vision Solutions and Idaptive.

Nicolaas is also the President and CEO of MeridianLink, and the former President and CEO of Vision Solutions, which was a Thoma Bravo portfolio company, and subsequently sold to Clearlake Capital. Prior to Vision Solutions, he was the Co-Founder and CEO of IDION Technology Holdings, a publicly traded company on the JSE in South Africa.

Nicolaas was born and raised in South Africa, and studied Computer Engineering at the University of Pretoria. In 2000, he moved to the US to lead IDION’s growth in North America. He is married to the love of his life, and together they are raising their three sons in Southern California.

PRIOR EXPERIENCE
Vision Solutions, President and CEO
IDION Technology Holdings, Co-Founder and CEO
TST, Co-Founder and CEO

Matt LoSardo

Matt LoSardo is a Vice President at Thoma Bravo. Based in San Francisco, he joined the firm in 2016. Previously Matt worked in private equity at Harvest Partners and investment banking at Morgan Stanley. He holds a BS degree in Economics from Duke University.

Hudson Smith

Hudson Smith

Hudson Smith has been a Partner at Thoma Bravo since 2016. Based in San Francisco, he is responsible for finding and executing new deals and monitoring and growing the portfolio as an active board member for the firm’s Discover funds, which focus on investing in mid-sized and smaller software and technology companies. Prior to joining Thoma Bravo, he served as Managing Director of HGGC, where he led software and technology investments. Previously, he worked at Bain & Company in Dallas and Sidney and Lincoln International in Chicago. Hudson earned an MBA from the Kellogg School of Management at Northwestern University and a BS degree in Business Administration, magna cum laude, from Washington and Lee University.

Marlene da Costa

VP, Human Resources

Marlene da Costa is the VP, Human Resources, where she heads the People & Culture Function for Cority across Canada, US, UK, France, Germany and Australia. In her current role, Marlene and her team manage the Talent Acquisition, Talent Management, HR Business Partnering, Organizational Development, Leadership & Development, Compensation and Employee Engagement programs. Marlene brings a decade of international Human Resources experience especially in talent acquisition, talent management and employee engagement to the role. Prior to Cority, Marlene headed the HR function for a software company in the financial services space in downtown Toronto. Marlene holds two Masters in Industrial/Organizational Psychology from Middle Tennessee State University and Mumbai University. Marlene is also a Certified Human Resources Leader, certified through the Human Resources Professionals Association of Canada.

Lee Estepp

Lee Estepp

VP of Engineering

Lee Estepp is the Director of Engineering where he oversees the product development and integration of the technology vision at Cority. He joined in 2018 to head up engineering, operations, and support for Cority IQS. Lee continues to lead Cority’s Quality initiatives while also directing development for the Environmental, Chemical, and Ergonomics solutions. Prior to joining Cority, he served as Senior Director in PTC’s PLM division and has more than 20 years of global enterprise software experience. Lee holds Bachelor of Arts degrees in Physics and Computer Science at Bethel University in St. Paul, Minnesota.

 

Brian Chan

Brian Chan

VP of Engineering

Brian Chan is Cority’s Director, Software Engineering. Brian manages the core development operations, and he began his career at Cority in 2002 on the Helpdesk. Throughout the years, Brian has held progressive roles in the software engineering department including, Software Developer, Software Architect, Manager, Software Engineering. Brian is a graduate of the University of Toronto with a Bachelor of Science in Computer Science.

Simona Barcau

Simona Barcau

Vice President, Customer Success

Simona brings over 18 years of customer-focused experience, having had diverse leadership roles in Customer Success, Professional Services, Product Management, and Software Development that uniquely position her to understand the SaaS customer life cycle. Prior to Cority, Simona was SVP Customer Success at Varicent, after having served as the Offering Management Leader at IBM for the Varicent portfolio.

 

Amanda Smith

Amanda Smith

Executive Vice President, Product Strategy

Amanda Smith is Cority’s Executive Vice President, Product Strategy, where she brings over 15 years of experience in cloud-based software and human/computer interaction to oversee the creation, marketing, and support of targeted industry solutions. In her role, she focuses on helping to solve EHS&Q problems and providing valuable technology solutions to Cority customers. Amanda has a degree in Industrial & Operations Engineering from University of Michigan.

Adrian Williams

Adrian Williams

VP, Professional Services

Adrian Williams is the VP, Professional Services at Cority. He graduated in Computing from Staffordshire University before commencing his career implementing enterprise manufacturing execution systems globally. Having an extensive corporate IT background including time with Anglo American and Michelin, he has a passion for high quality service delivery. Adrian leads the Professional Services team’s functional consulting resources and actively involves himself in project governance duties. One of his key roles at Cority has been to gather post implementation lessons learned feedback to share with the wider business to ensure continuous improvement.

Atish Ghosh - CTO at Cority

Atish Ghosh

Chief Technology Officer

Ghosh brings over 20 years of experience in product engineering expertise in B2B cloud-based software, products, and services to Cority. Ghosh joins from Neustar, a leading global information services provider serving more than 8000 clients worldwide, including 60 of the Fortune 100, where he was Senior Vice President of Product Engineering and led the engineering and development organization for Neustar’s broad set of Marketing, Risk, Security, and Communications solutions. Prior to Neustar, Ghosh was Senior Vice President of Global Research and Development for Ellucian, where he led the research and development organization of over 800 employees responsible for the design, development, and release of Ellucian’s broad product portfolio that served over 2,500 higher education institutions globally. Previously, he held a number of senior leadership roles at Blue Yonder, a leading supply chain software provider. Ghosh holds a BS, MS, and Ph.D. in Electrical Engineering with minors in Computer Science and Mathematics from Clemson University.

Pablo Neiman

Pablo Neiman

Chief Customer Officer

As Chief Customer Officer, Pablo oversees the successful delivery of Cority’s solution to our client’s around the globe. Pablo brings a decade of experience delivering enterprise solutions to top-tier clients throughout North America, Europe and APAC. Prior to joining Cority in January 2018, Pablo was the VP of Strategic Planning at NexJ Systems. Pablo has also held various Professional Services roles and always maintained an excellent track record of delivering solutions and establishing strong relationships with clients. Pablo’s experience driving operational efficiencies and leading high performing teams will help Cority through its next stage of growth. Pablo has also held research and teaching positions at the University of Toronto in the Faculty of Mechanical and Industrial Engineering, the Advanced Microsystems and Nano Lab, at Queen’s University, and the Royal Military College. Pablo holds a B.Sc. in Electrical Engineering from Queen’s University, and both an M.A.Sc. and MBA from the University of Toronto.

Mark Wallace

Mark Wallace

CEO

Mark is CEO of Cority Software Inc., a Toronto-based, award-winning, global SaaS company. Under Mark’s leadership, Cority’s revenue has grown consistently at a compounded rate of 25%. The company has grown in employees from 29 when Mark started in 2003 to close to 400 employees today. It enjoys an industry-leading profit margin. In 2016, Cority raised capital with Norwest Venture Partners, Georgian Partners, and BMO; in 2019 Cority raised capital from software specialist Private Equity firm Thoma Bravo and with Norwest again stepping up as an investor. Mark was a finalist for the EY Entrepreneur of the Year Award in 2017 and 2018. Previously, Mark was Vice President, General Counsel & Corporate Secretary and a member of the executive management team of AT&T Canada Corp. Mark is a graduate of St. Francis Xavier University, where he recently completed 10 years on the Board of Governors, including four as Chair of the Board. He received his J.D. from the University of Victoria and is a member of the Law Society of Upper Canada. Mark is active in mentoring young entrepreneurs and has served on several other not for profit boards.