Legal

Terms and Conditions

LAST UPDATED · June 2, 2026

These Terms of Service (the “Terms“) govern your subscription to and use of the OkayRelax service. OkayRelax is operated by OkayRelax LLC, a Florida limited liability company (“OkayRelax,” “we,” “us,” or “our“). The party subscribing to the service is referred to as the “Client,” “you,” or “your.”

By subscribing to OkayRelax, accessing the OkayRelax website, or using the Service, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree, do not subscribe to or use the Service.

These Terms are a binding business-to-business agreement. By accepting these Terms, you represent that you are subscribing for purposes of your trade, business, or profession, and that you have the authority to bind the entity on whose behalf you are subscribing.

1. The Service

1.1 What OkayRelax provides

OkayRelax operates a subscription-based platform that matches Clients with independent virtual assistants (“Assistants“) and coordinates their work through a dedicated account manager (“Account Manager“). Together, the platform, the Assistants, the Account Manager, and any related software, tools, and resources we provide constitute the “Service.”

The Service includes:

a written subscription plan that specifies the hours of Assistant time included per month, any dedicated-assistant designation, and other features (the “Plan“);
assignment of an Account Manager who is your primary point of contact and owns the experience of your account;
coordination of Assistants to perform tasks within the scope of your Plan;
access to tools we provide or designate to facilitate task tracking, communication, and credential handling.

1.2 Plan hours

Your Plan includes a defined number of hours of Assistant time per month (“Plan Hours“). Assistants log time on tasks they perform for you, and time logged counts against your Plan Hours. Plan Hours do not roll over unless your Plan expressly states otherwise. If you consistently need more than your Plan Hours, your Account Manager will work with you to upgrade your Plan or arrange additional capacity.

1.3 Tasks and scope

You request work through the channels and tools we designate from time to time, which may include a task-management platform, email, and direct communication with your Account Manager. We accept tasks at our reasonable discretion based on Plan scope, Assistant capacity, and the prohibited-task categories described in Section 5. We are not obligated to accept any specific task, and any deadlines we agree to are estimates unless we expressly designate them as binding.

1.4 No guarantee of a specific Assistant

If your Plan includes a dedicated Assistant, we will make commercially reasonable efforts to maintain continuity. We may, however, reassign your Assistant or add backup coverage for reasons including continuity, illness, capacity, or quality. Where we reassign, your Account Manager remains your consistent point of contact.

2. Independent Contractor Relationship

2.1 Status of Assistants

Assistants are independent contractors who provide professional services through the OkayRelax platform. Assistants are not your employees, agents, or representatives, and they are not OkayRelax’s employees. Nothing in these Terms or in your use of the Service creates an employer-employee relationship, joint employment, staffing, leasing, or temp-agency arrangement between you and any Assistant or between you and OkayRelax.

2.2 Coordination, not supervision

You communicate task requirements, priorities, and feedback through OkayRelax, typically through your Account Manager and the platform tools we designate. This is coordination and account management, not employment supervision of the Assistants. You are not authorized to:

direct or control the professional manner in which an Assistant performs their work;
set or enforce specific hours of presence, shifts, schedules, or “core hours” for an Assistant;
discipline, evaluate, performance-manage, or impose corrective action on an Assistant;
offer or pay any Assistant compensation, bonuses, gifts of monetary value, or tips outside of OkayRelax;
require an Assistant to use particular tools, equipment, or methods beyond what the engagement scope reasonably requires; or
treat an Assistant as part of your workforce for any payroll, benefits, employment, tax, or labor-law purpose.

If you have concerns about how a task is being performed, raise them with your Account Manager. Your remedies are reassignment, re-scoping, or termination, not direct management of the Assistant.

2.3 No solicitation or circumvention of Assistants

OkayRelax invests substantially in sourcing, vetting, onboarding, and managing Assistants, and our agreements with Assistants protect that investment. During the term of your subscription and for twelve (12) months after termination, you will not, directly or indirectly:

solicit, recruit, induce, or attempt to recruit any Assistant or other OkayRelax personnel to terminate or reduce their engagement with OkayRelax;
employ, engage, or contract with any individual who is, or was within the preceding twelve (12) months, an Assistant or other OkayRelax personnel with whom you had contact through the Service; or
contract directly with any Assistant for services of a kind comparable to those provided through OkayRelax, or arrange for any third party to do so on your behalf or for your benefit.

If you wish to hire or engage an Assistant directly, you must first obtain OkayRelax’s prior written consent and pay a buyout fee equal to the greater of (a) six (6) times the largest monthly subscription amount you have paid for that Assistant in the preceding twelve months, or (b) US$30,000. This fee is a reasonable pre-estimate of the cost and lost value to OkayRelax of replacing the Assistant and is not a penalty. If you breach this Section without obtaining consent and paying the fee, you remain liable for the buyout fee in addition to any other remedies available to us.

2.4 Communications and direct payments

You agree to communicate with Assistants through the Service or the tools we designate, except as your Account Manager reasonably permits otherwise. You agree not to solicit personal contact information from Assistants for purposes of direct engagement, and not to make any payment of any kind directly to an Assistant outside of OkayRelax.

3. Subscription, Fees, and Payment

3.1 Subscription term

Your subscription begins on the date you first pay for a Plan or the date stated in your written subscription confirmation, whichever is earlier (“Start Date“), and continues on a month-to-month basis unless either party terminates as described in Section 7.

3.2 Fees and billing

You agree to pay the fees stated in your Plan (“Fees“) in advance of each month of Service. Fees are charged automatically to the payment method you authorize, on a recurring monthly basis on or about the same day each month. The first month of Service may be pro-rated if your Start Date falls mid-month. You are responsible for any payment-processing fees, currency-conversion fees, or chargeback fees we incur arising from your payment method.

3.3 Plan changes

You may upgrade your Plan at any time; the new Fees apply prorata for the remainder of the current billing month. You may downgrade your Plan effective at the start of the next billing month; downgrades do not generate a credit for the remaining portion of the current month.

3.4 Failed payments and suspension

If a charge is declined or not received when due, we may suspend the Service after providing reasonable notice. A late payment unpaid for more than ten (10) days after the original due date may bear a late fee of 1.5% per month on the outstanding balance (or the maximum permitted by law, whichever is lower). We may resume the Service upon payment of all amounts due, including any late fees and reasonable collection costs.

3.5 Refunds

Refunds are at our discretion. If you are dissatisfied with the quality of work performed in a given month, contact your Account Manager promptly, and we will work with you in good faith to remediate the issue, which may include re-performance, account credit, or a partial refund. Unused Plan Hours are not refundable at termination or in any month, except as expressly stated in your Plan.

3.6 Fee changes

We may change our Fees upon thirty (30) days’ written notice. The new Fees take effect at the start of the first billing month beginning at least 30 days after notice. If you do not wish to accept the new Fees, you may terminate your subscription before the effective date under Section 7.

3.7 Out-of-pocket expenses

You agree to reimburse reasonable pre-approved out-of-pocket expenses your Account Manager or Assistants incur on your behalf (for example, business filings, postage, paid tools you ask us to purchase). We will not incur expenses on your behalf without your prior approval.

4. Your Account, Credentials, and Data

4.1 Account credentials

You are responsible for safeguarding the username, password, and any multi-factor authentication associated with your OkayRelax account and any other accounts we provision for you in connection with the Service. You authorize us to act on instructions received from any user account created by, or under the credentials of, anyone you have authorized to access your account.

4.2 Client Credentials and the Vault

In the ordinary course of the Service, you may share credentials, passwords, API keys, or other secrets (“Client Credentials“) with us so that your Assistant can perform work on your behalf in your systems. Where you do so, OkayRelax stores Client Credentials in our designated credential-storage system (the “Vault“).

We take commercially reasonable technical and organizational measures designed to protect the Vault, including encryption in transit and at rest, access controls scoped to the Assistant working on your account, and credential rotation upon termination of an engagement. We may change the system, technology, or infrastructure used to operate the Vault from time to time, provided we maintain protections substantially equivalent to those described in this Section.

You acknowledge and agree that:

(a) no credential-storage system, including the Vault, is or can be perfectly secure, and the act of sharing Client Credentials with any third party (including OkayRelax) inherently transfers some risk;

(b) the most effective protection against credential compromise is to provide us with the minimum credentials reasonably necessary for the work, rotated regularly, and revoked immediately upon termination of the Service or reassignment of an Assistant. You are responsible for rotating credentials you control and for revoking access through your own systems when appropriate;

(c) where the systems you use support it, scoped or limited-permission access (such as delegated user accounts, shared-inbox access without full account login, or API keys with restricted scope) is generally a better fit than full account credentials, particularly for systems with funds-transfer authority over financial accounts or that hold regulated personal data;

(d) OkayRelax is not financially responsible for losses, damages, or liabilities arising from any unauthorized access to, disclosure of, or misuse of Client Credentials, including, without limitation, losses caused by compromise of the Vault, Assistant misuse, third-party security breaches, or your own failure to revoke credentials promptly, except to the extent caused by OkayRelax’s gross negligence or willful misconduct. Your sole remedies in respect of any such event are limited by Section 9 (Limitation of Liability); and

(e) you may, in lieu of using the Vault, share Client Credentials with us through an enterprise password manager you administer with revocable, scoped access to your Assistant, and we will reasonably accommodate that arrangement.

4.3 Third-Party Tools

The Service uses third-party tools we designate from time to time for task management, communications, file storage, time tracking, scheduling, payments, and similar functions (collectively, “Third-Party Tools“). Third-Party Tools are operated by their respective providers, not by OkayRelax.

You acknowledge and agree that:

(a) Your use of any Third-Party Tool is subject to the terms of service and privacy policy of that tool’s provider, in addition to these Terms;

(b) OkayRelax does not control, host, secure, back up, or warrant the availability, security, accuracy, or performance of any Third-Party Tool, and OkayRelax is not financially responsible for losses, damages, or liabilities arising from any failure, downtime, data loss, security incident, or other defect of any Third-Party Tool, except to the extent caused by OkayRelax’s gross negligence or willful misconduct in our configuration or use of that tool on your behalf; and

(c) if a Third-Party Tool ceases to be available, becomes uneconomical, or no longer meets the Service’s needs, we may transition the Service to an alternative tool at our reasonable discretion, with reasonable notice to you.

4.4 Client Data

“Client Data” means all data, documents, communications, files, and other information you provide to OkayRelax, your Assistant, or any Third-Party Tool in connection with the Service, including any personal data of individuals. As between you and OkayRelax, you own and are responsible for Client Data. You represent and warrant that you have all rights, licenses, and consents necessary to provide Client Data to us and to authorize us, your Assistant, and applicable subprocessors to process it for purposes of providing the Service.

Where Client Data contains personal data subject to applicable data-protection laws, our handling of that data is described in our Privacy Policy. Where you provide such personal data directly to a Third-Party Tool, the provider of that tool may act as a separate data processor, subject to its own terms.

4.5 Use of AI in the Service

Assistants may use AI tools as research, drafting, or productivity aids in the performance of work for you. Under their agreements with OkayRelax, Assistants are restricted from inputting Client Data into AI tools we have not approved, from permitting Client Data to be used to train any AI model, and from delivering work product consisting substantially of unedited AI output. We enforce these restrictions through our contractor agreements, including liquidated-damages provisions for unauthorized exposure of Client Data through AI tools.

(a) AI assistance is permitted in Deliverables, and OkayRelax does not offer an “AI-free” guarantee for any engagement.

(b) You should review Deliverables before relying on them. OkayRelax disclaims liability for losses arising from your unreviewed reliance on AI-assisted output, except to the extent caused by OkayRelax’s gross negligence or willful misconduct.

(c) OkayRelax does not use, and does not permit its service providers to use, identifiable Client Data (including Assistant workflow data) to train AI models controlled by third parties. OkayRelax may use de-identified or aggregated data to improve the Service, including AI tools OkayRelax operates internally.

5. Acceptable Use

5.1 Prohibited tasks

You agree not to ask any Assistant to perform, and agree that we may decline at our discretion to perform, any task that:

requires a professional license the Assistant does not hold (including, without limitation, the practice of law, public accounting, tax preparation regulated by the IRS, licensed investment advisory services, or the practice of medicine);
is illegal, fraudulent, defamatory, harassing, discriminatory, or otherwise unlawful;
involves the creation, distribution, or solicitation of sexually explicit content, hate speech, content depicting or facilitating violence against persons, or content harmful to minors;
requires access to or processing of regulated personal data we have not agreed in writing to process (e.g., protected health information under HIPAA, payment card data for which you require a PCI-compliant processor, classified information);
requires installation of software on the Assistant’s equipment beyond standard business productivity software, unless your Plan or a written addendum expressly provides for it;
infringes the intellectual property rights of any third party; or
circumvents the Service (for example, by asking an Assistant to perform work for the benefit of a third party for whom that third party has not contracted with OkayRelax).

5.2 Compliance

You are responsible for ensuring that your use of the Service, the work you request, and the materials you provide comply with all applicable laws and the terms of any third-party agreements that bind you. Where we have a good-faith belief that your use of the Service violates this Section 5 or applicable law, we may decline tasks, suspend, or terminate the Service.

5.3 Tax, legal, and professional services

The Service is not a substitute for licensed professional advice. Any output of work product (drafts, summaries, research, communications) is administrative or operational in nature and is not legal, tax, accounting, medical, or investment advice. You are responsible for obtaining qualified professional advice where appropriate.

6. Confidentiality

6.1 Mutual obligation

Each party may receive Confidential Information of the other in connection with the Service. “Confidential Information” means non-public information disclosed by one party to the other that is identified as confidential or that a reasonable business person would understand to be confidential, including (in your case) Client Data and the contents of any task you request, and (in our case) the structure and pricing of our Plans, our platform tooling, our Assistant pool, our operational playbooks, and any non-public information about our business.

Each party will protect the other’s Confidential Information using at least the same care it uses to protect its own confidential information of like importance (and not less than reasonable care), and will use Confidential Information only for purposes of performing under and exercising rights under these Terms.

6.2 Permitted disclosure

We may disclose your Confidential Information to (a) your assigned Assistant and Account Manager, (b) our subprocessors and service providers under written confidentiality obligations no less protective than those in these Terms, and (c) as required by court order, applicable law, or governmental authority (with notice to you to the extent legally permitted).

6.3 Exclusions

Confidential Information does not include information that is or becomes generally available to the public without breach of these Terms, was lawfully known by the receiving party before disclosure, is independently developed without use of the disclosing party’s Confidential Information, or is rightfully received from a third party without breach of confidentiality.

6.4 Response to public statements

Where you make a public statement about OkayRelax, the Service, an Assistant, or your engagement (including, without limitation, a review, rating, complaint, or post on any public-facing platform), OkayRelax may use and disclose information about you, your account, your use of the Service, or the work performed for you that is reasonably necessary to factually respond to or contextualize that public statement. Disclosure under this Section 6.4 is limited to what is reasonably necessary for a fair and factual response and is subject to applicable law (including data-protection laws). Nothing in this Section 6.4 is intended to penalize, retaliate against, or chill a good-faith review by you, or to limit your rights under the Consumer Review Fairness Act of 2016 (15 U.S.C. § 45b) or comparable state laws.

7. Term, Termination, and Suspension

7.1 Term

These Terms begin on the Start Date and continue on a month-to-month basis until terminated as described below.

7.2 Termination by you

You may terminate your subscription at any time on thirty (30) days’ written notice (email to your Account Manager is sufficient). Your subscription, and your obligation to pay Fees, continues through the end of the notice period. Notice given mid-month does not entitle you to a refund of the current month’s Fees.

7.3 Termination by us

We may terminate your subscription at any time on thirty (30) days’ written notice. We may also terminate or suspend immediately, without prior notice, for: (a) failure to pay Fees not cured within ten (10) days of notice; (b) material breach of these Terms, including any breach of Sections 2.3, 4.2, 4.3, 5, or 6; (c) reasonable suspicion of fraud, illegal activity, or risk to the safety of an Assistant or OkayRelax personnel; or (d) the insolvency, bankruptcy, dissolution, or assignment for the benefit of creditors of you.

7.4 Effect of termination

Upon termination of these Terms:

you remain liable for all Fees and expenses accrued through the effective date of termination;
your access to the Service, Third-Party Tools provisioned through us, and the Vault will be discontinued, and your Client Credentials in the Vault will be deleted or returned to you at your written election within thirty (30) days;
we will provide a commercially reasonable handoff of in-progress tasks where you have remained current on Fees;
Sections 2.3 (Non-Solicitation), 4.4 (Client Data ownership), 6 (Confidentiality), 8 (Disclaimers), 9 (Limitation of Liability), 10 (Indemnification), 12 (Governing Law and Dispute Resolution), and any other provision that by its nature should survive termination, will survive.

7.5 Suspension during investigation

We may suspend your access to the Service pending investigation of any suspected violation of these Terms, without terminating these Terms and without liability for the duration of the suspension period.

8. Disclaimers

8.1 “As is” / “As available”

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE, THE VAULT, ANY THIRD-PARTY TOOLS PROVISIONED THROUGH US, AND ANY DELIVERABLES PROVIDED BY ASSISTANTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, OKAYRELAX DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

8.2 Specific disclaimers

Without limiting the foregoing, OkayRelax does not warrant that:

the Service will meet your requirements or expectations;
the Service or any Third-Party Tool will be uninterrupted, timely, secure, or error-free;
any particular Assistant will be available for any particular task or engagement;
the Vault, ProofHub, or any other system used in the Service will be 100% secure against unauthorized access, loss, destruction, or compromise; or
any work product produced by an Assistant will be error-free or comprehensive.

8.3 Third-party reliance

We do not endorse, control, or warrant any Third-Party Tool, third-party service provider, or third-party content. Your use of any of the foregoing is at your own risk and subject to the terms of the applicable third party.

9. Limitation of Liability

9.1 No indirect damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITY, OR ANTICIPATED SAVINGS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Aggregate cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OKAYRELAX’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU HAVE PAID TO OKAYRELAX IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) US$12,000.

9.3 Credentials, Third-Party Tools, and assistant deliverables

WITHOUT LIMITING SECTIONS 9.1 OR 9.2, AND IN ADDITION TO THE ACKNOWLEDGMENTS IN SECTIONS 4.2 AND 4.3:

(a) OKAYRELAX’S LIABILITY FOR LOSSES ARISING FROM ANY UNAUTHORIZED ACCESS TO, DISCLOSURE OF, OR MISUSE OF CLIENT CREDENTIALS, OR FROM THE COMPROMISE OF THE VAULT, IS LIMITED AS SET FORTH IN SECTION 4.2 AND CAPPED AS SET FORTH IN SECTION 9.2;

(b) OKAYRELAX’S LIABILITY FOR LOSSES ARISING FROM ANY FAILURE, DOWNTIME, DATA LOSS, OR SECURITY INCIDENT OF ANY THIRD-PARTY TOOL IS LIMITED AS SET FORTH IN SECTION 4.3 AND CAPPED AS SET FORTH IN SECTION 9.2; AND

(c) OKAYRELAX IS NOT LIABLE FOR ACTIONS OR OMISSIONS OF ASSISTANTS THAT ARE OUTSIDE THE SCOPE OF YOUR ENGAGEMENT OR THAT REPRESENT INDEPENDENT BUSINESS JUDGMENT OF THE ASSISTANT, INCLUDING ERRORS, OMISSIONS, OR MISCONDUCT IN THE PERFORMANCE OF WORK PRODUCT, EXCEPT TO THE EXTENT CAUSED BY OKAYRELAX’S OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

9.4 Carve-outs

Nothing in this Section 9 limits a party’s liability for: (a) fraud or fraudulent misrepresentation; (b) gross negligence or willful misconduct; (c) indemnification obligations under Section 10; (d) breach of confidentiality obligations under Section 6; or (e) any other liability that cannot be limited or excluded under applicable law.

9.5 Allocation of risk

You acknowledge that the disclaimers, exclusions, and limitations in Sections 4, 8, and 9 reflect an agreed allocation of risk between the parties, are an essential basis of the bargain, and would not be modified to your benefit even if any remedy fails of its essential purpose.

10. Indemnification

10.1 By you

You will defend, indemnify, and hold harmless OkayRelax, its affiliates, and each of their respective officers, directors, employees, contractors, Assistants, and agents (the “OkayRelax Parties“) from and against any third-party claim, suit, action, demand, loss, liability, damage, cost, or expense (including reasonable attorneys’ fees) arising out of or related to: (a) Client Data or any task you request; (b) your breach of these Terms, including Section 5 (Acceptable Use); (c) your violation of any applicable law or third-party right; (d) your or your personnel’s negligence or willful misconduct; or (e) any liability arising from your direction of an Assistant in a manner that is inconsistent with the independent-contractor relationship described in Section 2.

10.2 By OkayRelax

We will defend, indemnify, and hold you harmless from and against any third-party claim that the Service, as provided by us and used in accordance with these Terms, infringes a third party’s U.S. copyright or trademark. We have no obligation under this Section 10.2 for claims arising from: (i) modifications to the Service not made by us; (ii) combination of the Service with third-party materials not provided by us; or (iii) any Client Data, task content, or Third-Party Tool. This Section 10.2 states our sole liability and your sole remedy for IP infringement claims.

10.3 Process

The indemnified party will promptly notify the indemnifying party of any claim, give the indemnifying party sole control of the defense and settlement (provided no settlement may impose any non-monetary obligation on the indemnified party without consent), and cooperate at the indemnifying party’s reasonable expense.

11. Intellectual Property

11.1 OkayRelax IP

OkayRelax and its licensors retain all right, title, and interest in and to the Service, including the OkayRelax platform, the OkayRelax brand and trademarks, the Vault implementation, our internal tools, playbooks, training materials, and any improvements to the foregoing. Nothing in these Terms transfers any of those rights to you, except the limited right to use the Service during your subscription.

11.2 Client Data and work product

As between you and OkayRelax, you own all Client Data and all work product produced by your Assistant specifically for you in performing tasks for which you have paid Fees (“Deliverables“). To the extent any Deliverable would otherwise be owned by OkayRelax or an Assistant by operation of law, OkayRelax hereby assigns (and where applicable will cause the Assistant to assign) all right, title, and interest in such Deliverable to you, subject to your payment of all applicable Fees. Where a Deliverable incorporates any pre-existing OkayRelax materials or third-party materials, OkayRelax grants you (or will procure for you) a non-exclusive, royalty-free, perpetual license to use those embedded materials as part of the Deliverable for your business purposes.

11.3 Feedback

If you provide us with feedback, suggestions, or ideas about the Service, you grant us a perpetual, irrevocable, royalty-free license to use that feedback without restriction.

12. Governing Law and Dispute Resolution

12.1 Governing law

These Terms and any dispute arising out of or in connection with them are governed by the laws of the State of Florida, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

12.2 Informal resolution

Before initiating any formal dispute-resolution proceeding, the party raising the dispute will provide written notice to the other party describing the dispute and the relief sought, and the parties will negotiate in good faith for at least thirty (30) days to resolve the dispute.

12.3 Binding arbitration

If a dispute is not resolved within the 30-day period, the dispute will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator and held in Miami-Dade County, Florida (or remotely, by mutual agreement). The arbitrator may award only individual relief and may not award class-wide, representative, or consolidated relief. Judgment on the award may be entered in any court of competent jurisdiction. Each party waives any right to a jury trial and any right to participate in a class, collective, or representative action.

12.4 Carve-outs from arbitration

Either party may seek injunctive or other equitable relief in a court of competent jurisdiction in Miami-Dade County, Florida (without bond, security, or proof of actual damages) to protect its Confidential Information, intellectual property, or rights under Section 2.3 (Non-Solicitation), pending or in lieu of arbitration. Small-claims-court actions within the small-claims jurisdiction of Miami-Dade County are also permitted.

12.5 Costs

Each party bears its own attorneys’ fees and costs in any dispute, except that the prevailing party in any action brought to enforce a payment obligation or to enforce Section 2.3 is entitled to recover its reasonable attorneys’ fees and costs.

13. Force Majeure

Neither party will be liable for any delay or failure in performance (other than payment obligations) caused by events beyond its reasonable control, including without limitation acts of God, natural disasters, pandemics or epidemics, war, terrorism, civil unrest, government action, embargoes, internet or telecommunications failures, third-party service provider failures, or labor disruptions. The affected party will use commercially reasonable efforts to mitigate the impact and resume performance.

14. Changes to the Terms

We may modify these Terms from time to time. We will provide at least thirty (30) days’ prior notice of any material change by email to the address on your account or by posting to the OkayRelax website with a notice of update. If you do not agree to a change, you may terminate your subscription before the change takes effect under Section 7.2. Your continued use of the Service after the effective date of a change constitutes acceptance.

15. General

15.1 Notices

Notices to you may be sent by email to the address on your account or by posting in the Service. Notices to OkayRelax must be sent by email to legal-mn3xb8r@okayrelax.com, with a copy by mail to OkayRelax LLC at the address posted on our website. Notice is effective on delivery.

15.2 Assignment

You may not assign or transfer these Terms or any of your rights or obligations under them without our prior written consent. We may assign these Terms in connection with a merger, acquisition, sale of substantially all assets, or reorganization, with notice to you. Any unauthorized assignment is void.

15.3 Subprocessors and subcontractors

We may engage subprocessors and subcontractors (including Assistants, Account Managers, and third-party service providers) to perform any of our obligations under these Terms, provided we remain responsible for their performance to the same extent as if we performed ourselves.

15.4 No waiver

A failure or delay by either party to exercise any right under these Terms does not waive that right. Any waiver must be in writing to be effective.

15.5 Severability

If any provision of these Terms is held to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

15.6 Entire agreement

These Terms, together with the Privacy Policy and any written Plan or order form between us, constitute the entire agreement between you and OkayRelax with respect to the Service and supersede all prior or contemporaneous agreements, communications, and understandings, whether written or oral. In the event of conflict, an executed Plan or order form controls over these Terms, which control over any other document.

15.7 No third-party beneficiaries

These Terms do not create any rights for any third party (other than the OkayRelax Parties, who are intended third-party beneficiaries of Section 10.1).

15.8 Headings

Section headings are for convenience only and do not affect interpretation.

15.9 Contact

For questions about these Terms, contact legal-mn3xb8r@okayrelax.com.

By subscribing to OkayRelax or continuing to use the Service after the effective date of these Terms, you acknowledge that you have read, understood, and agreed to these Terms.

QUESTIONS

A human at OkayRelax will answer.

Legal, privacy, security, or data-request questions go to legal-mn3xb8r@okayrelax.com. For account or service questions, your account manager is faster. For anything else, drop a note here.