Terms & Conditions

This Speedwell & Yarrow Member Agreement (the “Agreement”) is by and between Speedwell & Yarrow, Inc (the “Company”), and the Member set forth above.   Certain terms used in this Agreement are defined above in the Background Information section and in the body of this Agreement.

1. Services

The Company agrees to provide the Services to the Member as requested by the Member (the “Member”) during the Term until the termination of this Agreement as provided herein.  No terms and conditions other than those contained herein shall be binding upon the Company unless accepted by it in a writing signed by the Company. All terms and conditions contained in any other oral or written communication which are different from or in addition to the terms and conditions herein are hereby rejected and this document is the complete and exclusive statement of the terms, save for those expressly accepted by the Company in writing. “Services” means the Company’s household management services for professionals consisting of holiday, social, seasonal, self-care, home and dates (birthdays, anniversaries, etc.) proactive reminders and the purchase of goods and services which the Member engages the Company to provide, as further described in Speedwell & Yarrow’s standard services listing attached hereto as Schedule 1, as it may be updated and amended from time to time.  

2. Fees and Payment   

Upon Member intake, the Member will be charged the monthly subscription fee. The Fee is due and payable each month until the subscription is cancelled.  The Fees shall be paid via an electronic or online payment service or credit card as indicated above. The Company may require both methods and may use either method for purposes of payment of the Fees (even if only expressly provided for authorized purchases) if a payment method for Fees is discontinued, ceases to be authorized or otherwise fails.  A monthly charge of one and one and half percent (1.5%) (or the highest rate allowed under applicable law) on all sums outstanding will be added to each past due amount and the Company shall be entitled to recover all costs of collection (including reasonable attorneys’ fees). All fees are in United States dollars and exclude any applicable taxes.

3. Information  

The Member shall be responsible for promptly providing the following information upon the request of the Company as a condition to the Member’s’s use and access to the Services:

(a) Providing all necessary background information requested by the Company, including completing any intake or registration forms;

(b) Credit card information and authorization, including immediately supplying replacement information should the information previously provided change or the referenced credit card no longer be valid (the “Credit Card”); and/or

(c) Electronic or online payment information and authorization, including immediately supplying replacement information or method should that previously provided change or otherwise cease to be valid (“Online Payment”).

4. Additional Services and Purchase   

The Member may also elect from time to time to authorize or direct the Company in the course of or in connection with providing the Services to make certain purchases or expenditures on behalf of such the Member (the “Purchase Charges”).  All such purchases shall be confirmed with the Member prior to being incurred. The Member may also elect to purchase additional services and assistance not included within the Services under the Speedwell & Yarrow Services Agreement when and as offered by the Company (the “Additional Services”).  The Additional Services shall be subject to an hourly rate assessment by the Company at the hourly rate for the personnel and/or service then in effect at the time of purchase or such other rate as may be agreed to by the Company and the Member in writing (the “Additional Charge”).

5. Payment of Additional Charge

The Additional Charge shall be charged by the Company against the Credit Card or Online Payment prior to providing the service.  The Member shall remain liable for an Additional Charge that is not paid in full for any reason, including as a result of the Credit Card no longer being valid or the charge being rejected by the credit card issuer.  The Purchase Charges shall be charged by the Company against the Credit Card or Online Payment and the Member shall remain liable for any Purchase Charge that is not paid in full for any reason, including as a result of the Credit Card or Online Payment no longer being valid or the charge being rejected by the credit card issuer.  By providing credit card information via authorization form The Member hereby expressly authorizes the Company to charge the Purchase Charges and Additional Charges to the Credit Card and/or Online Payment.  A monthly charge of one and one and half percent (1.5%) (or the highest rate allowed under applicable law) on all sums outstanding and not paid when due will be added to each past due amount and the Company shall be entitled to recover all costs of collection (including reasonable attorneys’ fees).  All fees are in United States dollars and exclude any applicable taxes.

6. Term and Termination

This Agreement and the obligation to perform the Services shall continue for the Term unless earlier terminated by the Company upon a breach of any term, condition or provision of this Agreement by the Member.

7. Access to Services

The Company reserves the right at any time and from time to time to modify, temporarily or permanently, the Services and Site, in whole or in part, and to limit or discontinue access thereto in connection with doing so and the Company shall not be liable to the Member for any such modifications.  Certain Services offerings may be discontinued, limited or revised to time to time without advance notice to the Member. The Memberacknowledges that the Company may engage third parties and/or subcontractors to perform some of the Services. The Company reserves the right to deliver the Service via the Site or through other methods of communications, as determined by the Company, and considering the preferences of the Members. Subject to the provisions of this Agreement, during the Term, the Company agrees to provide to the Member the Services and grants to the Member the personal, non-exclusive, nontransferable, revocable right to access and use the Site, when it becomes available.  The Member acknowledges that those provisions relating to access and use of the Site shall govern at such time as access is granted. The Member further acknowledges that the lack of any such access does not impact the Member’s obligations to pay for the Services or entitle the Member to a discount or refund of any such amounts. .

8. Restrictions On Access and Use

The Member shall use the Services and the Site exclusively in connection with and in furtherance of the Member’s legitimate access and utilization of the Services.  The Company has established general policies and restrictions concerning use of the Services and Site (the “Terms of Use”). The Terms of Use are hereby incorporated by reference and made a part of this Agreement and the Member agrees to be bound by the Terms of Use.  The Company reserves the right to change the Terms of Use at any time, in its sole discretion, without advance notice of changes to the Member. The Member shall be solely responsible, at the Member’s own cost, to provide and maintain (a) all hardware and software necessary to access the Services and Site, (b) access to the Internet with sufficient quality and bandwidth for use of the Services and Site, and (c) all other related equipment and services necessary to access and use the Services and Site.  The Company shall have no responsibility for the consequences of unauthorized access to the Site that arises from an unauthorized disclosure of a user ID, password or other access information (except to the extent any such disclosure is due to the willful act of the Company or its employees or agents). The Member shall immediately notify the Company of any suspected or actual theft, loss or fraudulent or other unauthorized use of any user ID, password or other access information. The Member may not, directly or indirectly, license, sell, lease or otherwise transfer or grant third-party access to the Services or the Site and shall not decompile, reverse engineer or copy any portion of the Services or the Site.

9. Usage and User Data

The Member consents to the Company’s collection from time to time of information about the Member and the use of the Services and Site (the “Usage Data”) solely for the Company’s internal business purposes and development of predictive models.  All Usage Data collected by the Company will be subject to its standard privacy policy contain in the Terms of Use.

10. Confidentiality - Member

During the Term and for three (3) years thereafter, the Company shall use the same efforts it uses to protect the confidentiality and secrecy of the MemberConfidential Information as it uses to protect its own confidential information, but in no event less than commercially reasonable efforts.  The Company and its employees and agents shall not use, disclose or divulge any Member Confidential Information, except to the extent necessary to perform the Services or otherwise consistent with this Agreement. “Member Confidential Information” means the credit card and payment information and other information provided by a Member that, by its context, one could reasonably conclude is confidential and any information specifically designated by a Member as confidential. Member Confidential Information shall not include:

(a) which the Company can show was known to the public or in the published literature prior to the disclosure or making available of such Confidential Information to the Company;

(b) which subsequent to the time of disclosure or making available of such Confidential Information to the Company, becomes known to the public or in the published literature through no fault of the Company;

(c) is lawfully acquired by the Company from a third party who is not in breach of any confidentiality agreement with respect to such Confidential Information; or

(d) which the Memberconsents in writing to the Company’s disclosure.

11. Confientiality - Company Information

The Member shall use the Member’s best efforts to protect the confidentiality and secrecy of the Company Confidential Information.  The Member, shall not use, disclose or divulge any Company Confidential Information, except to the extent necessary to access the Services or otherwise consistent with this Agreement. “Company Confidential Information” means any information regarding the Services, the Company’s intake and on-boarding processes and procedures, pricing, deliverables, reports and other information of a proprietary nature or that the Company reasonably deems or marks as confidential.

12. General Confidentiality Provisions 

This section shall apply to the Member Confidential Information, and Company Confidential Information (collectively, “Confidential Information”).  In the event either party is requested by a legal demand by a court of competent jurisdiction or governmental body to disclose any Confidential Information, such party will give the other party prompt notice of such request so that such party may seek an appropriate protective order.  If in the absence of a protective order such party is nonetheless compelled to disclose Confidential Information, it may disclose the Confidential Information without liability hereunder. The Member acknowledges that Usage Data and other information relating to the Services and Site shall be subject to the Company’s privacy policy, as it may exist from time to time.

13. Effection of Cancellation

Upon the expiration or termination of this Agreement for any reason, (a) this Agreement shall immediately terminate without the requirement of any action or notice on the part of the Company, (b) the Member shall make payment of any and all amounts due and payable as of the date of the expiration or termination, (c) all licenses and rights granted to the Member under this Agreement shall terminate, (d) the Company may immediately deactivate all accounts, passwords, user ID’s and other access items and information, (e) the Company shall have no further obligation to provide any further Services to the Member, and (e) the Company shall be entitled to delete and erase all the Memberdata, content and other information and  shall have no obligation to provide copies of or access to the foregoing to the Member.

14. Suspension of Service

The Company may, upon notice (but not prior to notice) to the Member, suspend the Member’s access to, and use of, the Service or Site if it reasonably concludes that the Member has violated in a material way this Agreement or violated any applicable law or regulation.  In such an event, the Company will use commercially reasonable efforts to resolve the issues causing such suspension. The Member agrees that the Company shall not be liable to the Member or to any third party for any suspension or termination under these circumstances.

15. Warranty


16. Limitation of Liability 

The sole and exclusive remedy for a failure to comply with the Service Warranty or otherwise relating to the provision of the Services shall be the return or refund of the Fees associated with the specific service at issue or the month during with such service was provided to the Member.  UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE. THE CUMULATIVE LIABILITY OF THE COMPANY, WHETHER IN CONTRACT, TORT OR OTHERWISE SHALL NOT EXCEED THE AMOUNT PAID TO THE COMPANY BY THE MEMBER DURING THE PREVIOUS SIX MONTHS. The Parties acknowledge that the limitations set forth in this Section are integral to the amount of consideration the Company is charging and that, were the Company to assume further liability other than as set forth in this Section, such consideration would of necessity be set substantially higher.

18. Intellectual Property

The Member acknowledges and agrees that the Services and all Intellectual Property Rights associated with the Site and the Services are owned exclusively by the Company and that the Member has no rights beyond those explicitly granted in this Agreement.  Nothing therein or herein shall be construed as granting the Memberany right or license under any Intellectual Property Right of the Company by implication, estoppel or otherwise, except as expressly set forth in this Agreement. “Intellectual Property Rights” means all right, title and interest in and to all patent rights, copyrights, trademarks, know-how, trade secrets, proprietary business processes and methodologies, technology, inventions, ideas, systems, programs, software, source code, graphical user interfaces, modules, applications, documentation, including written or electronic reports, analysis or other working papers, and other work product developed, prepared or designed in connection with the Services, the Site and the Company’s business in general and all other intellectual property rights inherent in and appurtenant to the foregoing, including all improvements, enhancements or advancements to the foregoing developed by any party.

19. Force Majeure

The Company shall be excused from failures or delays in delivery or performance hereunder (including access to or the performance of the Site or Services) if such failure or delay is attributable to causes beyond the Company’s reasonable control, including wars, terrorist acts, fires, accidents, epidemics, embargos, or directives of any governmental authority, acts of God, or natural disasters.

20. Miscellaneous

This Agreement shall be governed by the law of the State of Ohio.  The parties hereto hereby consent to the exclusive jurisdiction of the courts of the State of Ohio in Franklin County, and the United States District Court for the Southern District of Ohio, Eastern Division and waive any contention that any such court is an improper venue for enforcement of the Agreement. Should any provision of the Agreement be judged invalid or unenforceable, the rest of the Agreement shall remain in full force and effect.  The Agreement (and those Company policies, terms of use, etc. referenced herein) shall constitute the entire agreement between the parties regarding the Services and shall supersede any and all understandings, whether written or oral. The Agreements shall be binding upon the successors and assigns of each party and may not be assigned by the Member without the written consent of the Company. Any waiver of any provision of this Agreement shall not constitute a modification to this Agreement or a permanent waiver of such provision unless it is in writing and signed by an officer of the Company.  The Agreements may be executed in multiple counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute but one instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.  The Company may elect to use Docusign or similar electronic execution services and the Member agrees to use such services as directed by the Company. Any party who delivers such a signature page agrees to later deliver an original counterpart to any party that requests it.  Notice from one party to another relating to this Agreement shall be deemed effective if made in writing and delivered to the recipient’s address or facsimile number set forth herein by any of the following means: (a) hand delivery, (b) certified mail, postage prepaid, with return receipt requested, (c) FedEx, Airborne Express or other nationally recognized overnight courier service, or (d) facsimile or email with confirmed receipt in a manner typical with respect to communications of that type.  Any such notice shall be deemed delivered on receipt if delivered by hand, facsimile or email, on the third (3rd) business day after mailing if mailed by certified mail, or the next business day after deposit with overnight courier if marked for next day delivery.

Schedule 1: Services Offerings

Speedwell & Yarrow helps busy professionals manage life outside of the office. Our service offers employers a new way to retain talent by lightening the mental load for busy professionals, giving them back time and mindshare to focus on what matters most. Speedwell & Yarrow accomplishes this in two ways: (i) Remembering: We proactively anticipates the needs of busy professionals and remind them of upcoming events and needs. (ii)Researching: We conduct customized research and provide personalized solutions toaddress the needs of busy professionals and their households. Our services span six areas of support: 1.Holidays: Gifting -  research, provide recommendations, make purchases, Research and suggest holiday-specific items (e.g. costumes, Easter baskets, specialty foods), Find/book photographer for holiday cards 2.Birthdays/Anniversaries: Gifting – research, provide recommendations, make purchases, Reservations, Specialty orders (e.g. baked goods, balloons, etc.) 3.Social: Suggest/plan/ book creative date night ideas,Coordinate scheduling of “friends night out”, Book event tickets to event, Reservations 4.Seasonal: Research /suggest/plan seasonal activities (e.g. summer festivals, apple picking, etc.), Back to school planning (e.g. digitize calendar, purchase supply list, etc.), Purchase/stock seasonal supplies (e.g. summer: sunscreen, bug spray, towels, etc. )5.Self-Care: Set-up regular self-care appointments (e.g. haircuts/color, nail appointments, spa appointments) 6.Home & Auto: Reminders for re-occurring home and car maintenance (e.g. gutter cleaning, filter changes, oil changes, etc.) Research/recommend/book home service providers (e.g. cleaning services, lawn services, etc.), Purchase/stock seasonal supplies

If you have questions about these Terms & Conditions, you should contact us immediately via email:  info@speedwellandyarrow.com