Terms of Service for Officewell Holdings Inc.

These Terms of Service ("Agreement") contain the terms and conditions under which Officewell Holdings Inc. ("Officewell", "we", "us", or "our") provides you ("you" or "Customer") with access to and use of our website (the "Site") and services available for purchase at www.officewell.io (the "Service").

1. Agreement

By accessing or using the Site, you expressly acknowledge and agree that you are entering a legal agreement with Officewell and have understood and agree to comply with, and be legally bound by this Agreement and Officewell's Privacy Policy, available here. If you do not agree to be bound by this Agreement, please do not access or use the Site.

We reserve the right, at our sole discretion, to change the terms of this Agreement at any time. Such changes will become effective ten (10) days following posting of the revised Agreement on the Site, and your continued use of the Site thereafter means that you accept those changes.

2. Definitions

• "Company Content" means any Content appearing or made available by Officewell on or in the Service.
• "Content" means any text, documents, articles, brochures, descriptions, products, software, graphics, photos, sounds, videos, code, audio clips, links, interactive features, and services, and/or other similar materials.
• "Event" means an order for booking Experience(s) entered into between Customer and Officewell through the Service.
• "User Data" means data relating to your use of the Site and Service, including but not limited to information related to: (i) your contact information, including email addresses and payment information; (ii) information obtained by or provided through the Service; (iii) settings, preferences chosen, and resource usage; or (iv) any free text submitted by you.
• "Vendor(s)" means the providers of Experiences available for booking through the Service.

3. The Platform

In order to use some of the services of the Site, you may have to create an account ("Account"). You agree not to create an Account for anyone else or use the Account of another without their permission. When creating your Account, you must provide accurate and complete information. You must safeguard and not disclose your Account username and password and you must supervise the use of such Account. You agree to keep your Account information up to date and accurate. You are solely responsible for the activity that occurs in your Account, and you must keep your Account password secure. You must notify Officewell immediately of any breach of security or unauthorized use of your Account. If you wish to delete your Account, you may send an email request to Officewell at info@officewell.io.

You may not access or use the Site or Services if you are a competitor of ours. You may not use the Site, Services, or any Content for competitive purposes, including to develop or enhance a competing service or product.

Without derogating from any other right available to Officewell hereunder, we may suspend or terminate your Account and/or your access to the Site and Services if we reasonably suspect any unauthorized use of your Account, the Site, or Services, or any other breach of security, policies, contracts, applicable laws, or if otherwise deemed necessary in order to protect our interests.

Officewell may collect User Data, and you hereby grant Officewell permission to collect User Data available on the Service and to use such User Data solely as required to provide Services to you. Where necessary to provide the Service, User Data collected by Officewell will be shared with you or any service provider, as and to the extent needed to provide you with supplementary services in connection with the Services. Officewell may further use User Data as set forth in its privacy policy referenced above.

4. Subscription Rights and Restrictions

Subject to the terms and conditions of this Agreement, Officewell grants Customer a personal, limited, worldwide, non-exclusive, non-assignable, non-sublicensable, revocable right, during the Term (defined below), to access and use the Service solely for Customer's own internal business or personal use (the "Subscription").

As a condition to the Subscription, Customer shall not do (or permit or encourage to be done) any of the following (in whole or in part): (a) copy, "frame" or "mirror" the Service; (b) sell, assign, transfer, lease, rent, sublicense, or otherwise distribute or make available the Service to any third party; (c) publicly perform, display or communicate the Service; (d) modify, alter, adapt, arrange, or translate the Service; (e) decompile, disassemble, decrypt, reverse engineer, extract, or otherwise attempt to discover the source code or non-literal aspects of the Service; (f) remove, alter, or conceal any copyright, trademark, or other proprietary rights notices displayed on or in the Service; (g) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Service; (h) make a derivative work of the Service, or use it to develop any service or product that is the same as or substantially similar to it; (i) store or transmit any malicious item intended to damage or disrupt the Service; (j) employ any hardware, software, device, or technique to pool connections or reduce the number of devices or users that directly access or use the Service to circumvent any limitations or conditions on the scope of the Subscription; (k) forge or manipulate identifiers to disguise the origin of any data or content inputted or uploaded to, or transmitted through, the Service by Customer; (l) make available or use any information of Officewell's customers, including but not limited to photos and data, except as set out in this Agreement without Officewell's prior written approval; or (m) take any action that imposes or may impose an unreasonable or disproportionately large load on the servers, network, bandwidth, or other cloud infrastructure which operate or support the Service, or otherwise systematically abuse or disrupt the integrity of such servers, network, bandwidth, or infrastructure.

5. Vendors and Events

Customer may, from time to time, order Events through the Service. Except with regard to Events where the Vendor is Officewell, Customer acknowledges and agrees that Vendors whose Experiences are purchased pursuant to Events through the Service are not employees or representatives of Officewell, and are engaged as third-party contractors on a per Event basis. Vendors shall be directly liable towards the Customer for any tortious claims arising out of the Experiences or Events.

Officewell undertakes to vet each Vendor in accordance with the vetting procedure described here.

Officewell shall have no liability or responsibility in connection with Experiences where Officewell is not the Vendor or otherwise for the actions or omissions of Vendors, and disclaims all warranties and representations in connection therewith. This provision shall not derogate from the Customer’s rights under the Dispute Policy set forth in Section 8 hereunder.

Customer may not engage directly with a Vendor who has been contracted to provide Customer with an Experience through the Service, for a period of twelve (12) months from the date the most recent Experience was provided by such Vendor to the Customer. This obligation is a material provision of this Agreement and breach of this Section by the Customer shall be deemed a material breach of the Agreement. Upon becoming aware of a direct engagement, or Customer's attempt to initiate such engagement, in violation of this Section, Officewell may suspend or terminate Customer's access to the Service.

6. Cancellation and Rescheduling

The cancellation and rescheduling policy for each Experience is determined on an Experience-by-Experience basis and may be viewed on the initial Experience page, prior to adding such Experience to your Event.

Once payment of any Fees has been processed, no changes may be made to any Event or Experience without Officewell's and/or its Vendors’ (if applicable) prior written approval, at our sole discretion. For the avoidance of doubt, any changes you make on the Service will not apply if not approved by us and/or our Vendors beforehand.

7. Payment

Except as expressly set forth in the Agreement, your general right to access and use the Site and the Service is currently for free, provided however that Officewell reserves the right, in the future charge, to charge a fee for certain access or usage, in each case, subject to advance written notice and approval.

Customer agrees to pay all fees stated on the payment page on the Service ("Fees") in accordance with the terms of this Agreement, and any applicable Event. The Event shall not be considered finally ordered until applicable Fees are paid.

Amounts payable under this Agreement are exclusive of all applicable sales, use, consumption, VAT, GST, and other taxes, duties or governmental charges, except for taxes based upon Officewell's net income. In the event that Customer is required by any applicable law to withhold or deduct taxes for any payment under this Agreement, then the amounts due to Officewell shall be increased by the amount necessary so that Officewell receives and retains, free from liability for any deduction or withholding, an amount equal to the amount it would have received had Customer not made any such withholding or deduction.

8. Dispute Resolution

Any disputes arising under or relating to this Agreement shall be resolved through mediation and, if mediation is unsuccessful, through binding arbitration. The mediation and arbitration shall be conducted in New York City, New York, USA. The laws of the State of New York shall govern the Agreement, without regard to conflict of laws principles.

9. Limitation of Liability

In the event any of the Service Providers fail to perform the Services for any reason whatsoever, or fail to provide the Services to Client’s satisfaction, Client’s sole and exclusive remedy shall be the return of all paid Fees. IN NO EVENT SHALL OFFICEWELL'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID TO OFFICEWELL PURSUANT TO THE AGREEMENT.

10. Force Majeure

In the event the Services cannot be provided on the date specified in the Event Summary for any reason beyond the reasonable control of Officewell including, without limitation, the failure or delay of a Service Provider for any reason whatsoever (a “Force Majeure Event’), Officewell shall not be liable or responsible to Client or be deemed to have defaulted under or breached this Agreement; provided, however, that Client may terminate this Agreement and receive a full refund of any paid Fees.

11. Marketing by Officewell

Officewell may use the name and logo of Client solely for marketing purposes. Any other usage shall require the prior written approval of Client.

12. Complete Agreement; Conflict

This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. If there is any conflict between these Terms & Conditions and the Event Summary, these Terms & Conditions shall control.

13. Severability; Survival; Amendments

If any provision of this Agreement is found by a court of competent jurisdiction to be illegal or unenforceable, such illegality or unenforceability shall not affect any other provision of this Agreement. Any right or obligation of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement. No amendment to or modification of this Agreement is effective unless it is in writing and signed by each Party.

14. Governing Law; Jurisdiction

This Agreement, and all matters arising out of or relating to this Agreement, shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any conflict of law provisions. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, in any forum other than the Federal or State courts located in the State of New York, County of New York.

Contact Information

If you have any questions or concerns about these Terms of Service, please contact us at:

Officewell Holdings Inc. info@officewell.io (646) 791-4330