Services Agreement - OptimalWork

THIS SERVICES AGREEMENT (this “Agreement”), dated as of the date you click “I accept” (“Effective Date“), is by and between OptimalWork LLC, a Delaware limited liability company (“OptimalWork” or “we“), and you (“Client” or “you“).

AGREEMENT

In consideration of the mutual covenants and agreements below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, OptimalWork and Client agree as follows:

Services. OptimalWork shall provide those services available at www.optimalwork.com (the “Site“) or other services as mutually agreed upon between Client and OptimalWork in connection with Client’s and its Authorized Users’ (as defined below) use of the OptimalWork platform (the “Services“).
Authorized Users.
1. Subject to and conditioned on Client’s compliance with the terms and conditions of this Agreement, OptimalWork hereby grants Client and the individuals enabled to use the Services by Client (the maximum number of which shall be mutually agreed upon between OptimalWork and Client) (the “Authorized Users“) a limited, revocable, personal, non-transferable, and non-exclusive right to access and use the Services during the term of this Agreement.
2. Client is responsible and liable for all uses of the Services and Content (as defined below) resulting from access provided by Client, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Client is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Client will be deemed a breach of this Agreement by Client. Client shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services and Content, and shall cause Authorized Users to comply with such provisions.
Fees and Expenses.
1. In consideration of the provision of the Services by OptimalWork and the rights granted to Client under this Agreement, Client shall pay the fees mutually agreed upon between OptimalWork and Client.
2. When you sign-up for the Services, you must designate and provide information about your preferred payment method (“Payment Method“). Information regarding your Payment Method must be complete and accurate, and you are responsible for keeping it up to date. You expressly authorize us to collect from your Payment Method the appropriate fees charged for the Services and for any other purchases you elect to make via the Services.
3. You can choose your preferred way to pay for the Services from the options available at the time of purchase. Monthly billing, annual billing, and one time billing may be offered. All fees due for the Services are payable in advance, and will be billed automatically to the Payment Method at the start of the monthly, annual, or one time Service period, as applicable.
4. OptimalWork reserves the right to adjust its fees upon seven (7) days’ notice to Client.
5. Client shall be responsible for all sales, use and excise taxes, and other similar taxes and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Client hereunder; provided, that, in no event shall Client pay or be responsible for any taxes imposed on, or regarding, OptimalWork’s income, revenues, gross receipts, personnel, or real or personal property or other assets.
Term, Termination, and Survival.
1. This Agreement shall commence on the Effective Date and shall continue thereafter unless terminated pursuant to this Section 4 (the “Term“).
2. Either party may terminate this Agreement, by written notice to the other party, if the other party commits a material breach of this Agreement and fails to cure such breach within ten (10) days after receipt of written notice specifying the nature of the breach.
3. Either party may terminate the Agreement without cause by fourteen (14) days advance written notice to the other party.
4. The rights and obligations of the parties set forth in this Section 4 and 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.
Services not Medical Advice.
1. Safety First. Client shall instruct all Authorized Users to consult with his or her healthcare provider(s) and consider the associated risks before using the Services in connection with any wellness, well-being or mental health program or service. Client acknowledges and agrees that OptimalWork will not carry out and is not responsible for any monitoring, response, supervision or conduct of any programs or services related to or accessed or discovered via the Services.
2. Not Medical Advice. Client acknowledges and agrees that:
  1. The Services and any creative expression, including without limitation, video, audio, photographs, images, illustrations, animations, logos, tools, text, ideas, communications, replies, “likes,” comments, selections, tool interactions, information, data, software, scripts, executable files, graphics, geo-data, device generated data, sensor generated data, biometrics, annotations, interactive features, designs, copyrights, trademarks, patents, sounds, applications and any intellectual property contained on the Site (“Content“), are for informational purposes only. Neither the Services nor the Content should be considered or used as a substitute for professional medical advice, counseling, diagnosis or treatment. Neither the Services nor the Content constitute the practice of any medical, nursing, mental health or other professional health care advice, diagnosis or treatment. Client shall instruct all Authorized Users to (i) always seek the advice of a physician or other qualified health provider with any questions such individual may have regarding a medical condition, diagnosis and treatment and (ii) not disregard professional medical advice or delay in seeking it because of the Content or Services provided hereunder.
  2. OptimalWork’s coaches and other representatives are not licensed health care professionals and are not authorized to provide services requiring professional licensure such as psychotherapy. Any interactions or communications with any OptimalWork coach, representative, personnel or agent are not intended to be a substitute for professional health care advice, diagnosis or treatment. OptimalWork does not recommend or endorse any specific tests, physicians, products, procedures, opinions or other information that may be mentioned on or via the Services or contained in the Content. Reliance on any information provided by OptimalWork, on or via the Services or any Content is solely at the risk of Client and any Authorized User.
  3. The Services are not medical or counseling advice, and the data and information provided by any Authorized User is not intended to be utilized for medical purposes and is not intended to diagnose, treat, cure or prevent any condition, disease, ailment or injury. To the maximum extent permitted by applicable law, Client expressly agrees that OptimalWork is not providing counseling services or medical advice via the Services. All Content provided through the Services, whether provided by OptimalWork or by third parties (even if a third party is claiming to be a medical professional) is not intended to be and should not be used in place of (i) the advice of a physician or other professionals, or (ii) a visit, call or consultation with a physician or other medical professionals.
  4. OptimalWork is not responsible for any health problems that may result from any wellness programs that an Authorized User may use or learn about through the Services.
  5. Any Authorized User’s use of the Services does not constitute or create a doctor-patient, therapist-patient or other healthcare professional relationship between OptimalWork and such individual.
  6. Reliance on any information provided by or through, the Content, the OptimalWork Content, the Services, OptimalWork or any of its representatives, other users of the Services or any of OptimalWork’s affiliates is solely at the risk of Client and its Authorized Users.
3. HIPAA. Client acknowledges and agrees that:
  1. Any Content that Client or any Authorized User or other OptimalWork user submits, transfers, or otherwise provides to or through the use of the Services (“User-Generated Content“) is not protected health information, or (“PHI“), as that term is defined by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA“). As such, OptimalWork is not obligated to protect the privacy or confidentiality of the User-Generated Content in accordance with HIPAA.
  2. While an Authorized User may elect to share its User-Generated Content with third parties, including the Authorized User’s physician or other health care professional, OptimalWork does not provide any services on behalf of those individuals which involve the use of PHI. Accordingly, OptimalWork will not be deemed a “Business Associate” to any physician or other health care professional, as that term is defined by HIPAA.
  3. If Client is a health care professional, Client agrees that OptimalWork is not providing any services on Client’s behalf that involve the use of PHI, and that OptimalWork will not be deemed your Business Associate for any purpose. You acknowledge and agree that any data provided through or via the Services may not be completely accurate and that you will not rely on any such data for the purposes of medical evaluation, diagnosis or treatment.
Intellectual Property.
1. Ownership. All copyright, trademarks, design rights, patents and other intellectual property rights (registered and unregistered) in and on the Services and Content that is not User-Generated Content (“OptimalWork Content“) belong to OptimalWork and/or its partners or applicable third parties. Client or its Authorized Users shall retain ownership, responsibility for, and/or other applicable rights in the User-Generated Content that Client or its Authorized Users create, and OptimalWork and/or its partners or third parties retain ownership, responsibility for and/or other applicable rights in the OptimalWork Content. Except as expressly provided in this Agreement, nothing in this Agreement grants Client a right or license to use any OptimalWork Content. Client agrees that it will not infringe on the intellectual property rights of others, and represents and warrants that Client has all of the necessary rights to grant OptimalWork a license (described further in Section 6.3 below) for all User-Generated Content you submit in connection with the Services.
2. OptimalWork’s License to Client.
  1. Client acknowledges and agrees that the Services, any necessary software used in connection with the Services (if any), and the OptimalWork Content contain proprietary and confidential information that is protected by applicable intellectual property and other laws. OptimalWork grants Client a limited, revocable, personal, non-transferable, and non-exclusive right and license to access and use the Services and OptimalWork Content during the term of this Agreement, provided that Client does not (and does not allow any third party to) copy, modify, create a derivative work from, reverse engineer, sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in the OptimalWork Content or Services to anyone else. This license is subject to the following:
    1. OptimalWork Content. Except as expressly permitted by applicable law or authorized by OptimalWork, Client shall not modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, the Services’ software, or any OptimalWork Content offered as part of the Services (other than User-Generated Content), in whole or in part. Client shall not download, copy, or save OptimalWork Content, except [a] as expressly permitted by the functionality of certain Services as provided for in the specific guidelines and/or additional terms applicable to those Services, or [b] solely for Client’s records.
    2. Linking to the Services. Client shall not link to the Services on any website or application without first obtaining the written approval of OptimalWork. OptimalWork reserves the right to revoke any consent to the link at any time and in its sole discretion, and upon OptimalWork’s notification to you of such revocation of consent, Client shall promptly remove the relevant link from its website or application. Client shall not use on its site any OptimalWork trademarks, service marks, branding, logos, and other similar assets (“OptimalWork Trademarks“) or any OptimalWork Content, without OptimalWork’s express written consent.
    3. Disruptions, Exploits, or Resource Abuse. Client shall not interfere with or damage operation of the Services, including through unauthorized use, disruption, automated attacks, exploitation, or abuse of OptimalWork resources.
    4. Automated Querying. Client shall not send automated queries of any sort to the systems and networks OptimalWork uses to provide the Services without OptimalWork’s express written permission. “Sending automated queries” includes but is not limited to:
      1. Using any software that sends automated queries to the systems and networks OptimalWork uses to provide the Services that seek data;
      2. “Meta-searching” the Services and the systems and networks OptimalWork uses to provide the Services; and
      3. Performing “offline” searches relative to the Services.
    5. Unlawful Uses. Client may, and may only permit its Authorized Users to, use the OptimalWork Content and Services for legally permitted purposes. Client shall not, and shall cause its Authorized Users to not, use the Services or any OptimalWork Content or other information displayed on or made available by the Services to stalk, harass, abuse, defame, threaten or defraud others.
3. Client’s License to OptimalWork.
  1. When Client or its Authorized Users provide User-Generated Content to OptimalWork through the Services, Client grants OptimalWork a non-exclusive, irrevocable, royalty-free, freely transferable, sublicensable, worldwide right and license to use, host, store, cache, reproduce, publish, display (publicly or otherwise), perform (publicly or otherwise), distribute, transmit, modify, adapt (including, without limitation, in order to conform it to the requirements of any networks, devices, services, or media through which the Services are available), commercialize, create derivative works of, and otherwise exploit such User-Generated Content in connection with any and all Services. Client acknowledges and agrees that: (i) OptimalWork has the right to arrange the posting of User-Generated Content in any way OptimalWork desires; (ii) OptimalWork has no obligation to provide Client or any Authorized User with any credit when using your User-Generated Content, but if OptimalWork chooses to provide you with credit, the size and placement of the credit is at OptimalWork’s sole discretion; and (iii) Client and its Authorized Users are not entitled to any compensation or other payment from OptimalWork in connection with the use of your User-Generated Content.
  2. In order to provide the best possible Services, OptimalWork plans to conduct scientific studies with reputable institutions such as Harvard University using the User-Generated Content (“Research“). Any User-Generated Content used for Research will be anonymized, that is, have any personally identifiable information (such as unique data identifiers, email address, location) removed. The license you provide to OptimalWork above includes the Research, and Client acknowledges and agrees that OptimalWork can use the User-Generated Content for Research.
  3. The rights you grant in this license are for the purposes of allowing OptimalWork to operate the Services in accordance with their functionality, improve the Services, develop new Services, and to allow other users to use the Services in accordance with their intended function. OptimalWork reserves the right to monitor, remove or modify User-Generated Content for any reason and at any time, including User-Generated Content that OptimalWork believes violates this Agreement and/or OptimalWork’s policies.
4. Content Retention. Following termination of Client’s or any Authorized User’s account, or if you remove any User-Generated Content from the Services, OptimalWork may retain your User-Generated Content for a commercially reasonable period of time for backup, archival, or audit purposes, or as otherwise required or permitted by law. Furthermore, OptimalWork may retain and continue to use, store, display, reproduce, share, modify, create derivative works, perform, and distribute any of the User-Generated Content that otherwise has been stored or shared through OptimalWork.
5. Trademarks. OptimalWork owns or licenses all OptimalWork Trademarks. Client shall not copy, imitate, modify, display or otherwise use the OptimalWork Trademarks (in whole or in part) for purposes other than personal use, or in connection with any web or mobile product or service that is not authorized by OptimalWork, without OptimalWork’s prior written approval.
6. Accuracy and Reliance on Content. OptimalWork makes no representations or warranties as to the accuracy, reliability, completeness or timeliness of any Content available through the Services, and OptimalWork makes no commitment to update such Content. In addition, User-Generated Content is not produced by OptimalWork, and should not be relied on. OptimalWork does not endorse any opinions or recommendations contained in User-Generated Content. All information is provided “as is” without any representation, warranty or condition as to its accuracy or reliability.
Confidentiality.
1. Confidential Information. From time to time during the Term of this Agreement, Client (and its Authorized Users) and OptimalWork (as the “Disclosing Party“) may disclose or make available to the other party (as the “Receiving Party“), non-public, proprietary, and confidential information of Disclosing Party (“Confidential Information“); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this Section 7; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party’s possession prior to Disclosing Party’s disclosure; or (d) was or is independently developed by Receiving Party without using any Confidential Information. During the Term of this Agreement and for two (2) years thereafter, the Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to those individuals who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. For the avoidance of doubt, “Confidential Information” includes any and all information (including, without limitation, personal information), made available by or on behalf of Client or any Authorized User to OptimalWork (“Client Data“).
2. Ownership of Confidential Information. Each party acknowledges and agrees that all Confidential Information of the Disclosing Party shall remain the property of that Party, and no license to use any of the Disclosing Party’s Information is granted under this Agreement, except and to the extent specifically provided in this Agreement and as required by OptimalWork to perform the Services under this Agreement.
3. Compelled Disclosure. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy.
4. Sharing of Authorized User Client Data. OptimalWork agrees to provide to Client high-level site usage data regarding its Authorized Users for the purpose of allowing Client to assess Authorized User site engagement. Client acknowledges and agrees that such Client Data is subject to the confidentiality provisions set forth in this Section 7.
5. Aggregated and Anonymized Data. OptimalWork may sell or license aggregated and anonymized Client Data to third parties or publish the information. OptimalWork will take reasonable precautions to ensure that such aggregated and anonymized information does not contain any confidential or otherwise identifiable data that could be used to identify its source.
Limited Warranty and Limitation of Liability.
1. OptimalWork warrants that it shall perform the Services: (a) in accordance with the terms and subject to the conditions set out in this Agreement; (b) using personnel of commercially reasonable skill, experience, and qualifications; and (c) in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.
2. OptimalWork’s sole and exclusive liability and Client’s sole and exclusive remedy for breach of this warranty shall be as follows:
  1. OptimalWork shall use reasonable commercial efforts to promptly cure any such breach; provided, that if OptimalWork cannot cure such breach within a reasonable time (after Client’s written notice of such breach), Client may, at its option, terminate the Agreement by serving written notice of termination to Client).
  2. The foregoing remedy shall not be available unless Client provides written notice of such breach within thirty (30) days after delivery of the Services to Client that gave rise to the alleged breach.
3. Except as otherwise set out in this Agreement, and to the maximum extent permitted by applicable law, OptimalWork is not responsible or liable, either directly or indirectly, for any injuries or damages that are sustained from Client or its Authorized Users’ use of, or inability to use, any Services or features of the Services, including any content or activities that Authorized Users access or learn about through the Services (a “Third-Party Activity“), even if caused in whole or part by the action, inaction or negligence of OptimalWork or by the action, inaction or negligence of others. To the maximum extent permitted by applicable law, you also expressly agree that OptimalWork does not assume responsibility for any Third-Party Activity that utilizes or is promoted by or accessed via the Services.
4. No method of Internet transmission is 100% secure; consequently, OptimalWork cannot guarantee, ensure or warrant the security of any Confidential Information provided by Client or Authorized Users to OptimalWork. To the maximum extent permitted by applicable law, OptimalWork is not responsible or liable, either directly or indirectly, for any injuries or damages that are sustained from any unauthorized access to Client’s or its Authorized Users’ Confidential Information, even if caused in whole or part by the action, inaction or negligence of OptimalWork or by the action, inaction or negligence of others.
5. Limitation of Liability.
  1. To the maximum extent permitted by applicable law, under no circumstances (including, without limitation, negligence) shall OptimalWork, its subsidiaries or any partners be liable to you or any third party for (i) any indirect, incidental, special, reliance, exemplary, punitive, or consequential damages of any kind whatsoever; (ii) loss of profits, revenue, data, use, goodwill, or other intangible losses; (iii) damages relating to your access to, use of, or inability to access or use the Services; (iv) damages relating to any conduct or content of any third party using the Services, including without limitation, defamatory, offensive or illegal conduct or content; and/or (v) damages in any manner relating to any Third-Party Content accessed via the Services. To the maximum extent permitted by applicable law, this limitation applies to all claims, whether based on warranty, contract, tort, or any other legal theory, whether or not OptimalWork has been informed of the possibility of such damage, and further where a remedy set forth herein is found to have failed its essential purpose. To the maximum extent permitted by applicable law, the total liability of OptimalWork, for any claim under this Agreement, including for any implied warranties, is limited to the greater of one thousand dollars (US$1,000.00) or the amount you paid us to use the applicable Service(s) in the past twelve months.
  2. In particular, to the extent permitted by applicable law, OptimalWork is not liable for any claims arising out of (i) your or your Authorized Users’ use of the Services (including but not limited to your participation in any activities promoted by or accessed via the Services), (ii) the use, disclosure, display, or maintenance of any user’s personal data, (iii) any other interactions with us or any other users using the Services, even if we have been advised of the possibility of such damages, or (iv) other Content, information, services or goods received through or advertised on the Services or received through any links provided with the Services.
  3. To the extent permitted by applicable law, you acknowledge and agree that OptimalWork offers the Services and sets the Services’ prices in reliance upon the warranty disclaimers, releases, and limitations of liability set forth in this Agreement. To the extent permitted by applicable law, you also acknowledge and agree that these warranty disclaimers, releases, and limitations of liability reflect a reasonable and fair allocation of risk between you and us and that these warranty disclaimers, releases, and limitations of liability form an essential basis of the bargain between you and us. We would not be able to provide the Services to you on an economically reasonable basis without these warranty disclaimers, releases, and limitations of liability.
  4. If you are a resident of California: You waive your rights with respect to California Civil Code Section 1542, which says “a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
6. No Warranty. EXCEPT AS SET FORTH IN SECTION 8.1 AND WHERE PROHIBITED BY LAW, OPTIMALWORK EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND GUARANTEES OF ANY KIND, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT TO THE FULLEST EXTENT PERMISSIBLE UNDER THE LAW. THE SERVICES AND ALL CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS BASIS. Without limiting the foregoing, you understand that, to the maximum extent permitted by applicable law, OptimalWork makes no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any of the Services or any Content. To the maximum extent permitted by applicable law, we do not warrant that (a) the Services will meet your requirements, (b) the operation of the Services will be uninterrupted, virus- or error-free or free from other harmful elements or (c) errors will be corrected. Any oral or written advice provided by our agents or us does not and will not create any warranty. To the maximum extent permitted by applicable law, we also make no representations or warranties of any kind with respect to Content; User-Generated Content, in particular, is provided by and is solely the responsibility of the users providing that Content. No advice or information, whether oral or written, obtained from other users or through the Services, will create any warranty not expressly made herein. You therefore expressly acknowledge and agree that use of the Services is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with you.
Indemnification.
1. If you are a resident of the United States or any country other than France or Germany: To the maximum extent permitted by applicable law, Client agrees to indemnify and hold OptimalWork, its subsidiaries, affiliates, employees, suppliers and other partners harmless from any claim or demand, including reasonable accounting and attorneys’ fees, made by any third party due to or arising out of (a) the User-Generated Content you access or share through the Services; (b) your use of the Services, (c) your activities in connection with the Services, (d) your connection to the Services, (e) your violation of this Agreement, (f) your use or misuse of any user’s personal data, (g) any violation of the rights of any other person or entity by you, or (h) your employment of the Services to meet another user in person or to locate and attend any offline place or event. OptimalWork reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us under this Agreement, and you agree to cooperate with our defense of these claims.
2. If you are a resident of France or Germany: Notwithstanding the previous paragraph, you agree to indemnify and hold OptimalWork, its subsidiaries, affiliates, employees, suppliers and other partners harmless from any claim or demand as result of your negligent or intentional behavior, including reasonable accounting and attorneys’ fees, made by any third party due to or arising out of (a) the User-Generated Content you access through the Services; (b) your violation of these Terms, (c) your use or misuse of any user’s personal data, (d) any violation of the rights of any other person or entity by you, or (e) your employment of the Services to meet another user in person or to locate and attend any offline place or event. OptimalWork reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us under this Agreement, and you agree to cooperate with our defense of these claims.
Terms and Conditions. OptimalWork’s Terms and Conditions of Use, as amended (https://www.optimalwork.com/terms-and-conditions), are incorporated herein by reference and apply to any Services provided by OptimalWork to Client. In the event any inconsistency exists between this Agreement and the Terms and Conditions of Use, the terms of the document which provides OptimalWork with greater protection shall prevail.
Notices. All notices and other communications under this Agreement must be in writing (including via e-mail).
Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its choice of law principles.
Compliance with Law; Enactment or Interpretation of Relevant Statutes and Regulations. This Agreement is intended to comply with all applicable laws and regulations. Each party enters into this Agreement with the intent of conducting the business relationship between them and all business activities in full compliance with all applicable laws and regulations. If any statute, law or regulation, now existing or enacted or promulgated after the date hereof, are interpreted in such a manner as to indicate that this Agreement or any provision hereof may be in violation of the such statute, law or regulation, the parties shall amend this Agreement as necessary to comply with the such statutes, laws and regulations and to preserve to a reasonable extent the underlying economic and financial arrangements between the parties and without substantial economic detriment to either party.
Independent Contractors; No Agency Created. Nothing in this Agreement is intended nor shall be construed to create a joint venture, partnership, agent or employment relationship between the parties. The parties acknowledge that OptimalWork is an independent contractor. Nothing shall be construed as to create the relationship of employer/employee between OptimalWork or any of OptimalWork’ employees and the Client or any of Client’s Authorized Users. The parties expressly acknowledge and agree that OptimalWork (a) is not an agent of the Client, (b) is not a Client representative and (c) may not represent itself as either a Client agent or Client representative.
Miscellaneous. This Agreement, and the Terms and Conditions of Use and Privacy Policy located on the Site (https://www.optimalwork.com/privacy-policy/) set forth the entire understanding between the parties with respect to the subject matter hereof, there being no terms, conditions, warranties, or representations other than those contained in this Agreement, the Terms and Conditions of Use and the Privacy Policy. If any provision of this Agreement is determined to be invalid, it is to that extent to be deemed omitted, and the balance of the Agreement shall remain enforceable. No waiver of any provision hereof or of any right or remedy hereunder shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. No delay in exercising, no course of dealing with respect to, or no partial exercise of any right or remedy hereunder shall constitute a waiver of any other right or remedy, or future exercise thereof. No alteration, amendment, cancellation or any other change in any term or condition of this Agreement shall be valid or binding on either party unless the same shall have been mutually assented to in writing by both parties; provided, however, that notwithstanding anything in this Agreement to the contrary, OptimalWork may amend this Agreement to the extent OptimalWork deems it necessary to comply with applicable local, state or federal laws, orders or regulations.
Binding Agreement. This Agreement constitutes OptimalWork’s offer to sell the Services described herein to Client. By clicking “I accept” to this Agreement when this option is made available to you, Client accepts and agree to be bound and abide by this Agreement.

Cookie	Duration	Description
cookielawinfo-checkbox-analytics	11 months	This cookie is set by GDPR Cookie Consent plugin. The cookie is used to store the user consent for the cookies in the category "Analytics".
cookielawinfo-checkbox-functional	11 months	The cookie is set by GDPR cookie consent to record the user consent for the cookies in the category "Functional".
cookielawinfo-checkbox-necessary	11 months	This cookie is set by GDPR Cookie Consent plugin. The cookies is used to store the user consent for the cookies in the category "Necessary".
cookielawinfo-checkbox-others	11 months	This cookie is set by GDPR Cookie Consent plugin. The cookie is used to store the user consent for the cookies in the category "Other.
cookielawinfo-checkbox-performance	11 months	This cookie is set by GDPR Cookie Consent plugin. The cookie is used to store the user consent for the cookies in the category "Performance".
viewed_cookie_policy	11 months	The cookie is set by the GDPR Cookie Consent plugin and is used to store whether or not user has consented to the use of cookies. It does not store any personal data.