Last Updated: February 6, 2026
These Terms of Service (“Terms”) govern access to and use of the subscription-based services offered by OkayRelax LLC, a Florida limited liability company (“OkayRelax,” “Company,” “we,” “us,” or “our”).
By accessing our website, creating an account, purchasing a subscription, electronically signing these Terms, or using the Services, you (“Client,” “you,” or “your”) agree to be bound by these Terms.
1. Definitions
Client means the individual or legal entity subscribing to the Services.
Assistant means an individual service provider who may provide services to Clients through the Platform. Unless expressly engaged by OkayRelax as an employee pursuant to Section 5, Assistants operate as independent contractors or through third-party engagement arrangements. Assistants are not employees of Client.
Services means subscription-based administrative coordination, workflow facilitation, task intake and routing, availability matching, continuity tooling, and related platform services provided by OkayRelax.
Plan means the subscription package selected by the Client.
Hours means a standardized, non-time-based unit used solely to measure relative service consumption and plan capacity.
Third-Party Tools means any software, platform, system, application, hosting service, infrastructure provider, collaboration tool, workflow tool, integration, or similar technology not owned and fully controlled by OkayRelax.
Credential Tools means credential storage systems, password managers, vault utilities, automation infrastructure, or similar technologies that may be made available or facilitated by OkayRelax as optional convenience infrastructure.
Platform means the OkayRelax website, dashboards, coordination interfaces, workflow systems, communication channels, integrations, and related technology infrastructure designated by OkayRelax.
2. Use of Services; Changes to Terms
Client agrees to use the Services in compliance with these Terms and all applicable laws.
OkayRelax may modify these Terms at any time in its sole discretion. Updated Terms are effective upon posting. Continued use of the Services, renewal, continued billing, or payment following modification constitutes acceptance. Client’s sole remedy is to discontinue use and cancel prior to renewal.
3. Nature of the Services
OkayRelax operates a coordination and facilitation platform that provides standardized tools and administrative interfaces to help Clients and Assistants organize, communicate, and exchange work requests. For general (non-regulated) Clients, these features may include onboarding logistics, task intake mechanisms, availability signaling, continuity tooling, and administrative workflow support.
OkayRelax does not supervise, manage, direct, or control the performance of services and does not assume responsibility for the substance, quality, accuracy, legality, or outcomes of any work performed.
OkayRelax does not provide staffing services, labor leasing, managed services, managed IT services, cybersecurity services, data hosting services, or licensed professional services.
Assistants retain sole discretion over the manner, means, methods, timing, and professional judgment used to perform tasks. Clients alone define objectives, priorities, scope, and deliverables. OkayRelax does not direct, supervise, schedule, discipline, or evaluate the technical or professional performance of Assistants.
Any references to “routing,” “matching,” “coordination,” “continuity,” or similar terms describe automated or administrative processes based on Client-submitted requests and Assistant availability or opt-in participation, and do not constitute assignment, selection, supervision, or direction by OkayRelax.
Services are provided on a best-efforts basis within Plan capacity. No service levels, response times, turnaround times, availability commitments, or staffing levels are guaranteed, and no service level agreement (“SLA”) applies unless expressly agreed in writing. No specific Assistant is guaranteed.
Client is solely responsible for reviewing, verifying, approving, and implementing all work product and agrees it does not rely on OkayRelax for substantive review, error detection, or professional judgment.
3.1 No Duty Undertaken
Client expressly acknowledges and agrees that OkayRelax does not undertake, assume, or owe any duty of care, fiduciary duty, professional duty, supervisory duty, or advisory duty with respect to:
- the performance, quality, accuracy, legality, or outcomes of any services performed by Assistants;
- Client systems, infrastructure, credentials, data, or workflows;
- regulatory, legal, compliance, or security obligations applicable to Client; or
- the prevention, detection, or mitigation of errors, omissions, misconduct, or harm.
Any coordination, facilitation, tooling, routing, matching, or administrative assistance provided by OkayRelax is non-discretionary, mechanical, and incidental, and shall not be construed as the assumption of any duty where none otherwise exists.
4. Relationship of the Parties
Nothing in these Terms creates an employment, agency, partnership, fiduciary, or joint venture relationship between Client and OkayRelax or between Client and any Assistant.
Assistants are not authorized to bind OkayRelax absent written authorization from an officer of OkayRelax.
Internal titles (e.g., “coordinator,” “lead,” “account manager”) are descriptive only and do not create supervisory authority over the manner or means of Assistant performance.
4.1 No Holding Out; No Reliance on Branding
Client acknowledges and agrees that:
(a) Assistants are not agents, representatives, employees, or partners of OkayRelax;
(b) Client does not rely on any branding, marketing language, descriptive references, or colloquial terms (including phrases such as “our assistants” or similar) in determining the nature of the relationship; and
(c) any such references are overridden by these Terms and do not create agency, apparent authority, or reliance.
Client agrees that it is unreasonable to interpret any Assistant as acting on behalf of, or with authority to bind, OkayRelax.
5. Engagement Structure; Future Internal Employment
Current Engagement Model. As of the Effective Date, all assistance facilitated through the Platform is performed by independent contractors or third-party engagement arrangements. OkayRelax does not employ, supervise, or control Assistants and does not direct their schedules, hours, or methods of work.
Future Internal Resourcing. OkayRelax may, in the future, elect to engage certain individuals as employees for internal operational purposes, including through an employer-of-record (EOR) arrangement. Any such employment applies only on a prospective basis and only to individuals expressly engaged as employees under separate written agreements. The existence or future adoption of an employment model does not reflect or imply that any services previously or currently facilitated through the Platform involved employment, supervision, or control by OkayRelax.
6. Regulated or Healthcare Clients
This Section applies if Client is subject to HIPAA or other healthcare, financial, or regulated data protection laws.
For such Clients, Services operate under a facilitation-only model. Notwithstanding anything else in these Terms, Client shall not upload, transmit, or process Protected Health Information (“PHI”) through the Platform or any Platform-designated channel.
Under this facilitation-only model:
- Client selects or affirmatively approves the Assistant.
- Client directs all day-to-day work and workflow decisions.
- Client provides credentials and system access directly to Assistant.
- OkayRelax does not store, access, transmit, log, monitor, or maintain PHI.
- OkayRelax does not supervise or evaluate regulatory compliance or clinical decision-making.
- Any required Business Associate Agreement (BAA) must be executed directly between Client and Assistant.
- OkayRelax is not a Business Associate or regulated-data custodian absent a separate written BAA signed by an authorized officer.
Client is solely responsible for regulatory compliance and supervision of regulated activities.
7. Acceptable Use
Client shall not request or use the Services for unlawful, deceptive, abusive, infringing, unsafe, or high-risk activities.
OkayRelax may decline, suspend, or discontinue tasks presenting legal, regulatory, security, or reputational risk.
8. Non-Circumvention
During the subscription term and for twenty-four (24) months thereafter, Client shall not directly or indirectly engage, contract with, or solicit any Assistant introduced through OkayRelax except through the Platform, without prior written consent.
OkayRelax may condition any such consent on payment of a commercially reasonable conversion or release fee.
Client acknowledges that this restriction is reasonable in scope and duration given the nature of the Services and the investment made by OkayRelax in platform access, continuity tooling, and coordination infrastructure.
9. Task Submission and Workflow
Tasks must be submitted through Platform-designated channels unless otherwise authorized.
Off-platform performance within Client-controlled systems does not expand OkayRelax’s monitoring, hosting, supervision, or compliance obligations.
Estimates are non-binding.
10. Credential and Access Security
Client is solely responsible for credential security, system configuration, backups, access controls, and data safeguards.
OkayRelax is not responsible for unauthorized access resulting from Client credential sharing or configuration decisions.ll investigation, notification, remediation, and regulatory response obligations arising from any Third-Party Tool incident.
11. Third-Party Software; Optional Platform-Hosted Deployment; Risk Allocation
Client acknowledges that the Services may involve software, applications, or tools developed and maintained by independent third parties, including open-source or commercially licensed software (“Third-Party Software”).
11.1 Optional Platform-Hosted Deployment
At Client’s request and solely as a technical accommodation, OkayRelax may deploy or make available certain Third-Party Software on infrastructure operated by or arranged through OkayRelax (a “Platform-Hosted Deployment”).
Client expressly acknowledges and agrees that:
(a) any Platform-Hosted Deployment is optional, client-requested, and provided for administrative convenience only;
(b) the Third-Party Software remains client-dedicated, and is not a shared OkayRelax system;
(c) OkayRelax does not select, endorse, warrant, or recommend the Third-Party Software for Client’s specific use case; and
(d) Platform-Hosted Deployment does not alter the nature of the Services or create any custodial, fiduciary, agency, employment, or security-management relationship.
11.2 No Security, Custodial, or Monitoring Obligation
Client acknowledges that, notwithstanding any Platform-Hosted Deployment:
- OkayRelax does not assume responsibility for the security, integrity, confidentiality, availability, or performance of any Third-Party Software;
- OkayRelax does not undertake any duty to monitor, audit, harden, update, patch, test, or maintain such software;
- OkayRelax is not responsible for access control design, credential management, data classification, encryption configuration, backup strategy, or incident detection; and
- OkayRelax has no obligation to prevent, detect, or respond to any compromise, intrusion, misuse, or failure of the Third-Party Software.
Any assistance provided by OkayRelax in deploying or enabling access to Third-Party Software is purely technical and non-discretionary, and shall not be construed as operational control or security management.
11.3 Client Data Responsibility
Client retains sole responsibility for:
- determining what data, if any, is stored in or processed by the Third-Party Software;
- ensuring that no data is stored or processed unless Client has independently determined the software and deployment model are appropriate for such data;
- configuring access controls, permissions, and authentication;
- implementing safeguards, backups, and recovery procedures; and
- complying with all legal, contractual, and regulatory obligations relating to Client data.
OkayRelax does not review, monitor, or validate Client data placement or usage decisions.
11.4 Security Incidents; Risk Acceptance
Client expressly acknowledges that Third-Party Software, including when deployed through a Platform-Hosted Deployment, may experience security incidents, including breaches, hacks, intrusions, ransomware, data loss, credential compromise, or service disruption.
To the maximum extent permitted by law, OkayRelax shall have no responsibility or liability for any such incident or its consequences, including without limitation:
- data exposure or loss;
- business interruption;
- notification or reporting obligations;
- regulatory inquiries, fines, or penalties;
- remediation, forensic, or mitigation costs; or
- third-party claims or damages.
11.5 Regulatory and Indemnity Allocation
Client acknowledges that any Platform-Hosted Deployment does not constitute OkayRelax acting as a data processor, custodian, or regulated service provider for Client data.
Client shall be solely responsible for all regulatory determinations, filings, notifications, and responses arising from any incident involving Third-Party Software, and shall defend, indemnify, and hold harmless OkayRelax from any claims, penalties, or liabilities arising out of or relating to Client’s use of such software.
12. Payment Terms; No Refunds; Chargebacks; Taxes
Subscriptions; Billing. Subscriptions are billed in advance and renew automatically for successive billing periods unless canceled by Client prior to the start of the next renewal period in accordance with these Terms.
Fees; No Refunds. All fees are non-refundable and non-creditable, including for unused capacity, unused time, partial periods, early termination, dissatisfaction, failure to use the Services, changes in Client personnel or priorities, assistant availability or performance, third-party processor errors, regulatory or legal restrictions affecting Client, or Client’s internal inability to utilize the Services. No refunds, credits, or prorations will be provided except where expressly required by applicable law.
Nature of the Service. Fees are charged solely for access to and availability of the OkayRelax platform, tools, and coordination infrastructure for the applicable billing period, and not for any particular outcome, task completion, volume of work, assistant performance, or business result. The Services are deemed delivered upon provisioning of platform access for the applicable billing period, regardless of usage or satisfaction.
Payment Processing; Authorization. Payments are processed through third-party payment processors. Client agrees to comply with all applicable processor terms and authorizes OkayRelax and its processors to charge the applicable fees on a recurring basis using Client’s selected payment method.
Disputes; Chargebacks. Client must submit any billing dispute through OkayRelax’s designated support channels within fourteen (14) days of the applicable charge and allow a reasonable opportunity to investigate and respond before initiating any chargeback or payment dispute. Client agrees not to initiate chargebacks or payment disputes for charges that comply with these Terms. Any chargeback or payment dispute initiated in violation of this provision constitutes a material breach of these Terms.
Suspension; Liability for Fees. Chargebacks or payment disputes may result in immediate suspension or termination of Client’s access to the Services. Client remains fully responsible for all amounts owed, including the disputed charge, chargeback fees, processor penalties, administrative costs, and reasonable attorneys’ fees incurred by OkayRelax in connection with such chargeback or dispute.
Taxes. Fees are exclusive of all taxes, duties, levies, or similar governmental assessments of any nature. Client is solely responsible for all applicable taxes related to its subscription or use of the Services, excluding taxes based on OkayRelax’s net income.
13. Intellectual Property; Feedback
OkayRelax retains all right, title, and interest in the Platform and related intellectual property.
Client receives a limited, non-exclusive, non-transferable, revocable license during an active subscription.
If Client provides suggestions, feedback, or recommendations regarding the Services, Client grants OkayRelax a perpetual, irrevocable, royalty-free right to use, modify, and incorporate such feedback without obligation or restriction.
14. Disclaimer of Warranties
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
OKAYRELAX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
15. Indemnification
Client shall defend, indemnify, and hold harmless OkayRelax and its officers, directors, employees, contractors, and agents from and against any and all claims, demands, suits, proceedings, damages, losses, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys’ fees and costs) arising out of or relating to:
(a) Client’s breach of these Terms;
(b) Client’s systems, data, credentials, configurations, access controls, or security decisions;
(c) Client’s regulatory, legal, or contractual noncompliance (including HIPAA or other regulated-data obligations);
(d) any work request, instruction, direction, or approval provided by Client to an Assistant;
(e) any Third-Party Tools or Third-Party Software incidents or failures; or
(f) Client’s payment disputes, chargebacks, or attempted reversals.
OkayRelax may assume the exclusive defense and control of any matter subject to indemnification, and Client agrees to cooperate as reasonably requested.
16. Limitation of Liability
To the maximum extent permitted by law, OkayRelax’s aggregate liability shall not exceed the greater of (a) fees paid in the three (3) months preceding the claim or (b) $2,000.
OkayRelax is not liable for indirect, incidental, consequential, special, exemplary, or punitive damages.
17. Arbitration; Class Action Waiver; Delegation
Any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved by binding arbitration administered under the Federal Arbitration Act and conducted in Miami, Florida.
The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or part of this agreement is void or voidable.
CLIENT AND OKAYRELAX AGREE THAT ALL DISPUTES SHALL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION.
OkayRelax may seek injunctive or equitable relief in a court of competent jurisdiction to enforce intellectual property rights or non-circumvention obligations.
This arbitration agreement survives termination or expiration of these Terms.
18. Limitation on Claims
Any claim must be filed within one (1) year after it arises.
19. Export and Sanctions Compliance
Client represents compliance with applicable export control and sanctions laws.
20. Suspension and Termination
OkayRelax may suspend or terminate Services for breach, payment disputes, regulatory risk, or misuse.
21. Force Majeure
OkayRelax is not liable for events beyond reasonable control.
22. Assignment
Client may not assign without consent. OkayRelax may assign freely.
23. Electronic Communications
Client consents to electronic communications and signatures.
24. No Third-Party Beneficiaries
These Terms create no third-party beneficiary rights.
25. Severability; Waiver; Headings
Unenforceable provisions will be modified minimally. Headings are for convenience only.
26. Governing Law
Florida law governs these Terms.
27. Survival
The following Sections survive termination or expiration of these Terms:
Sections 3, 3.1, 4, 4.1, 6, 8, 10, 11, 11.5, 12, 13, 14, 15, 16, 17, 18, 24, 26, and this Section 27.
28. Entire Agreement
These Terms constitute the entire agreement and supersede all prior agreements.