User Agreement and Terms & Conditions

USER AGREEMENT

This Speedwell & Yarrow User Agreement (the “Agreement”) is by and between Speedwell & Yarrow, Inc., (the “Company”), and the Employee User set forth above. Certain terms used in this Agreement are defined in the body of this Agreement and in the T&C’s.  

1.Terms and Conditions    

The Employee User acknowledges and agrees that this Agreement and the Services are subject to the Company’s standard terms and conditions as they may exist from time to time, with the currently effective version attached hereto as (the “T&C’s”).  The T&C’s may be amended or revised from time to time by the Company effective upon written notice to the Employee User.

2.  Services

The Company agrees to provide the Services to the Employee User as requested by the Employee User’s employer (the “Client”) during the Term until the termination of this Agreement as provided herein. The  Employee Users shall be required to accept the Company’s then effective, Speedwell & Yarrow User Agreement as a condition to participation in the Speedwell & Yarrow program and to the receipt of Services.

3. Information   

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

  1. Providing all necessary background information requested by the Company, including completing any intake or registration forms; and

  2. Supplying optional 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”).  

4. Additional Services and Purchases    

The  Employee  User 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 Employee User (the “Purchase Charges”).  All such purchases shall be confirmed with the Employee User prior to being incurred. The Fees for the Services shall be paid by the employer of the Employee User as the “Client”. The Employee User 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 Employee User in writing (the “Additional Charge”).  

5. Payment

The Additional Charge shall be charged by the Company against the Credit Card prior to providing the service. The Employee User 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 and the Employee User shall remain liable for any Purchase 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 beingrejected by the credit card issuer. The Employee User hereby expressly authorizes the Company to charge the Purchase Charges and Additional Charges to the Credit Card.  Amonthly 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 (as defined in the T&C’s), unless earlier terminated as follows:

  1. The Speedwell & Yarrow User Agreement of the employer terminates for any reason;

  2. When the Employee User ceases to be employed by the Client for any reason;

  3. Upon notice from the Company upon a breach of any term, condition or provision of this Agreement by the Employee User.

7. Miscellaneous  

This Agreement is subject to those “miscellaneous” provisions of the T&C’s.

TERMS AND CONDITIONS

These Speedwell & Yarrow, Inc (the “Company”) terms and conditions ("T&C’s") govern the  purchase and use of the Company’s Services and its website (the “Site”) by both Clients and their Employee Users.  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. Certain terms used herein are defined in Section 19 and others throughout the body of the T&C’s.

1. Access to Services

The level of Services to which Client and its Employee Users are given access is as specified on  the Speedwell & Yarrow Services Agreement. 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 Client or to any Employee User for any such modifications.  Certain Services offerings may be discontinued, limited or revised to time to time without advance notice to Client or Employee Users. Client and the Employee Users acknowledge 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 Employee Users. Subject to the provisions of the T&Cand those account details set forth on the Speedwell & Yarrow Services Agreement, during the Term, the Company agrees to provide to the Employee User the Services and grants to the Employee User the personal, non-exclusive, nontransferable, revocable right to access and use the Site, when it becomes available.The Client and the Employee Users acknowledge that  those provisions relating to access and use of the Site shall govern at such time as the Site is operational and access is granted. They further acknowledge that the lack of any such access until such time as the Site is operational does not impact the Client’s obligations to pay for the Services or entitle the Client to a discount or refund of any such amounts.

2. Restrictions On Access and Use

Client and  the Employee Users shall use the Services and the Site exclusively in connection with and in furtherance of Employee User legitimate access 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 Client and Employee Users agree 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 Client or Employee Users. Client agrees that it and its Employee Users shall comply with the Terms of Use. Client and its Employee Users shall be solely responsible, at their 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 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  Employer or its employees or agents). Clien tand Employee Users 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. Client and the Employee Users 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.

3. Employee Users

The access granted to the Services and Site is limited to Client’s human resources representatives and/or identified point of contact and its Employee Users. Client acknowledges and agrees that it and its Employee Users are prohibited from sharing passwords and/or user IDs with unauthorized  users. Client shall ensure that any use of the Services and the Site by its employees is in accordance with the terms of this Agreement and shall be liable for any failure to so comply. Client shall be responsible for the compliance by its employees and agents with all of the terms of this Agreement.  If Client becomes aware of any violations of the requirements in this Agreement or the Terms of Use, it will use its best efforts to remedy the violation and promptly report to the Company all such violations.

4. Usage and User Data  

Client and the Employee Users consent to the Company’s collection from time to time of information about  Client, the Employee Users and their 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 contained in the Terms of Use.

5. Confidentiality-Client

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 Client Confidential 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 disclose or divulge any Client Confidential Information, except to the extent necessary to perform the Services or otherwise consistent with this Agreement.

6. Confidentiality –Employee  User

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 Employee User Confidential 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 Employee User Confidential Information, except to the extent necessary to perform the Services or otherwise consistent with this Agreement. Furthermore, the Company shall not disclose Employee User Confidential Information to the  Client; provided that, the Company is authorized to disclose to the Client aggregate metrics and trend data information and other general information relating to the Services to the extent it does not readily identify individual Employee Users.

7. Confidentiality –Company Information

Each of Client and Employee User shall use their best efforts to protect the confidentiality and secrecy of the Company Confidential Information. Client, Employee User, and their employees and agents 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.

8. General  Confidentiality  Provisions

This section shall apply to Client Confidential  Information, and Employee User Confidential Informationand  Company Confidential Information (collectively, “Confidential Information”).  In the event the Company is requested by a legal demand by a court of competent jurisdiction or governmental body to disclose any Confidential  Information, the Company will give the Client or Employee User (as the case may be) prompt notice of such request so that the Discloser may seek an appropriate protective order. If in the absence of a protective order the Recipient is nonetheless compelled to disclose  Confidential Information, it may disclose the Confidential Information without liability hereunder.The Client and Employee Users acknowledge 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. 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 publishe  literature through no fault of the Company;

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

(d) which the Client or Employee  User (as the case may be) consents in writing to the Company’s disclosure.

9. Cancellation

The Speedwell & Yarrow Services Agreement and Speedwell & Yarrow User Agreement shall terminate as provided therein.  The Employee User acknowledges that the Speedwell & Yarrow User Agreement is subject to termination automatically upon the termination of the Speedwell  & Yarrow Services Agreement for any reason.

10. Effect of Cancellation

Upon  the expiration  or termination of  the Speedwell & Yarrow Services Agreement for any  reason, (a) the associated Speedwell & Yarrow User Agreement(s)  shall immediately terminate without the requirement of any action  or notice on the part of the Company, (b) Client shall make payment of any and all amounts due and payable as of the date of the expiration or termination of the Speedwell & Yarrow Services Agreement, (c) all licenses and rights granted to Client and its  Employee Users 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  Client or the Employee Users, and (e) the Company shall be entitled to delete and erase all Client and Employee User data, content and other information and shall have no obligation to provide copies of or access to the foregoing to Client or any Employee User.

11. Suspension of  Service

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

12. Warranty  

The Company hereby represents and warrants that it will use its commercially reasonable efforts to provide the Services in a professional and timely manner. (the “Service Warranty”) The Site is subject to a limited warranty set forth in the Terms of Use.  OTHER THAN THE FOREGOING WARRANTY, THE SERVICES AND ACCESS TO THE SITE ARE PROVIDED “AS IS” AND THE COMPANY MAKES NO WARRANTY WITH RESPECT TO THE SERVICES OR ITS SITE AND CLIENT AND EMPLOYEE USERS HEREBY DISCLAIMSALL OTHER WARRANTIES, EXPRESS  OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL OBTAIN ANY SPECIFIC RESULTS OR BE PROVIDED COMPLETELY  WITHOUT ERROR OR OVERSIGHT. NO ADVICE, INFORMATION OR REPRESENTATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CLIENT OR EMPLOYEE USER FROM THE COMPANY CREATES ANY WARRANTY NOT EXPRESSLY MADE IN THIS AGREEMENT. THE COMPANY HAS MADE NO REPRESENTATION,  AND CLIENT IS RELYING ON NO SUCH PROMISE OR REPRESENTATION, THAT THE SERVICES WILL RESULT IN OR LEAD TO ANY SPECIFIC LEVEL OF EMPLOYEE PARTICIPATION, RETENTION, PRODUCTIVITY, MORALE OR RELATED BENEFIT.

13. 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 Client. 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 UNDER THE SPEEDWELL & YARROW SERVICES AGREEMENT AND SPEEDWELL & YARROW USER AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE  SHALL NOT EXCEED THE AMOUNT PAID TO THE COMPANYBY CLIENT DURING THE PREVIOUS TWELVE MONTHS. The Parties acknowledge that the limitations set forth in this Section 12 are integral to the amount of consideration the Company is charging under the Speedwell & Yarrow Services Agreement and that,  were the Company to assume further liability other than as set forth in this Section 12, such consideration would of necessity be set substantially higher.

14. Intellectual Property  

The Client and Employee Users acknowledge and agree that the Services and all Intellectual  Property Rights associated with the Site and the Services are owned exclusively by the Company and that the Client and  Employee Users have no rights beyond those explicitly granted in the Speedwell & Yarrow Service Agreement and Speedwell & Yarrow User  Agreement. Nothing therein or herein shall be construed as granting Client or any Employee User any 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  Siteand the Company’s business in generalandall other intellectual property rights inherentin and appurtenant to the foregoing, including all improvements, enhancements or advancements to the foregoing developed by any party.

15. Press Release  

The Client hereby grants the Company the limited license to use its trademark and logo in connection with its marketing and promotional materials to publicize its engagement by the Client to provide the Services and otherwise for branding specific portals on the Site.

16. 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.

17. Miscellaneous

Each party represents and warrants that it has the right and authority to enter into the Speedwell & Yarrow Services Agreement, the Speedwell & Yarrow User Agreement and T&C’s (collectively, the “Agreements”), as the case may be.  The Agreements 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 Agreements. Should any provision of the Agreements be judged invalid or unenforceable, the rest of the agreement shall remain in full force and effect. The Agreements 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 Client or Employee User 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 Client and Employee Users agree 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 another 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.

18. Definitions

  1. “Client” means an employer that engages the Company to offer and provide the Services to its Employee Users pursuant to a duly executed Speedwell & YarrowServices Agreement.

  2. “Client Confidential Information”  means any information regarding the scope of Client programs with the  Company, identities of other Employee Users, success metrics, payment information, future plans with respect to the Services and other information provided by a Client to the Company that is marked as confidential.

  3. “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.

  4. “Effective Date” means the date thefirstEmployee Userof a Clientis granted access to the Services.

  5. “Employee  User” means an employee of a Client that has been given access to the Services by such Client and has duly executed a Speedwell & YarrowUser Agreement

  6. “Employee  User Confidential  Information” means the credit card and payment information and other information provided by  an Employee User that, by its context,one could reasonably conclude is confidential and any information specifically designated by an Employee User as confidential.

  7. “Speedwell & Yarrow Services Agreement” means the Speedwell & Yarrow Services Agreement by which a Client has engaged the Company to perform the Services for designated Employee Users.

  8. “Speedwell & Yarrow User Agreement” means the Speedwell & Yarrow User Agreement by which an Employee User is granted the right to receive the Services pursuant to a Speedwell & Yarrow Services Agreement entered into by his or her employer.

  9. “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 Clients engage the Company to provide to their Employee Users,  as further described in Speedwell & Yarrow’s standard services listing attaching here to as Schedule 1, as it may be updated and amended from time to time.

  10. “Term” has the meaning set forth in the Speedwell & Yarrow Services Agreement.

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