Last Updated: April 2026

OUT OF OFFICE LABS LLC

TERMS AND CONDITIONS

Last Updated: April 2026

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> **NOTE TO COMPANY:** A placeholder — `[INSERT STATE]` — appears in Section 12 (Governing Law). Replace with the state of formation or principal place of business before publishing. Stephen should confirm LLC formation status prior to publishing these Terms.

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PLAIN-ENGLISH SUMMARY (NOT LEGALLY BINDING)

*This box is a friendly overview — it does not replace or modify the legal terms below.*

What you're buying: A license to use our mentorship program kits (templates, guides, worksheets, handbooks, and decks) inside your organization. You are not buying ownership of the files.

What you can do: Use, customize, and run your mentorship program internally using these materials. Staff at your organization can work with the materials as part of running the program.

What you cannot do: Share, redistribute, resell, post publicly, or pass the files to anyone outside your organization — not even for free. You also cannot use the materials to build a competing product or service, and you cannot feed the content into AI systems for training.

Licenses: A single-organization license covers one school, district, college, or Greek organization. Campus License covers one institution. District License covers all schools in one district.

Subscriptions: Annual, auto-renewing. Cancel any time and you keep access until your billing period ends. No refunds after 30 days.

Satisfaction Guarantee: If you are not happy within the first 30 days, contact us for a full refund — no questions asked. After 30 days, all sales are final.

Affiliates: If you refer customers, you earn 100% of net revenue on your first 5 sales, then 25% on every sale after. Payouts are monthly via PayPal when your balance reaches $50.

Questions? Email us at hello@outofofficelabs.com.

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TERMS AND CONDITIONS

AGREEMENT OVERVIEW

These Terms and Conditions (this "Agreement") constitute a legally binding contract between Out of Office Labs LLC, a limited liability company ("Company," "we," "us," or "our"), and the individual, institution, district, organization, or entity ("Licensee," "you," or "your") that purchases, accesses, downloads, or uses any digital products or subscription services offered by the Company through the website located at outofofficelabs.com (the "Site").

By completing a purchase, accessing the Site, clicking "I Agree," or otherwise accepting these Terms, you represent that: (a) you have read and understood this Agreement in its entirety; (b) you have the legal authority to bind yourself and, where applicable, the organization on whose behalf you are acting; and (c) you unconditionally agree to be bound by every provision of this Agreement. **If you do not agree to these Terms, you must not purchase, download, access, or use any Company products or services.**

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1. ACCEPTANCE OF TERMS

1.1 Binding Agreement. This Agreement becomes effective upon the earliest of: (i) your completion of a purchase transaction on the Site; (ii) your download or access of any Licensed Material; or (iii) your affirmative click-through acceptance of these Terms. No additional or different terms proposed by Licensee, including any terms contained in purchase orders or other documents, shall supersede or supplement this Agreement unless expressly agreed to in a separate written instrument signed by an authorized representative of the Company.

1.2 Capacity. If you are accepting this Agreement on behalf of a school, school district, college, university, Greek organization, or other entity, you represent and warrant that you have the legal authority to bind that entity to this Agreement. In that case, "Licensee" refers to that entity.

1.3 Age Requirement. You must be at least eighteen (18) years of age to purchase or access the Licensed Materials. By accepting this Agreement, you represent that you satisfy this requirement.

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2. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below:

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3. LICENSE GRANT

3.1 Grant of License. Subject to Licensee's full and timely compliance with this Agreement — including payment of all applicable subscription fees — the Company hereby grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable license to access, download, and use the Licensed Materials solely for Internal Use within the Licensee's own organization during the active subscription term.

3.2 Permitted Customization. Licensee may modify or adapt the Licensed Materials to fit its organization's internal mentorship program needs, including inserting organizational logos, adjusting text, and reformatting content. All such customizations are permitted solely for Internal Use. Any Derivative Work created by Licensee for Internal Use is the property of the Licensee; however, the underlying Licensed Materials and the intellectual property embodied therein remain the exclusive property of the Company as set forth in Section 6.

3.3 License Tiers. The scope of each License tier is as follows:

> **(a) Standard License** ($297–$997/year): Covers a single organization (one school, one college chapter, one Greek organization chapter, or one equivalent entity) and one designated primary coordinator. The Licensed Materials may be used by staff and facilitators operating within that single organization as part of that organization's internally run mentorship program. This License does not extend to affiliated organizations, parent organizations, sister chapters, or any separate legal entity.

> **(b) Campus License** ($1,497/year): Covers one campus or institution (including all departments, programs, and recognized student organizations operating under that institution's umbrella) and an unlimited number of coordinators affiliated with that campus. The Campus License does not extend to other campuses, branch locations, or separately accredited institutions within the same university system.

> **(c) District License** ($2,997/year): Covers all schools and programs within a single, unified K-12 school district and an unlimited number of coordinators employed by that district. The District License does not extend to charter school networks, county-level agencies, or districts operated as a separate administrative unit, even if geographically proximate.

3.4 No Implied Rights. All rights not expressly granted in this Section 3 are reserved by the Company. No title to or ownership of the Licensed Materials is transferred to Licensee under this Agreement.

3.5 Single Organizational Use. Regardless of tier, each License authorizes use within one (1) organization, campus, or district. Use across multiple organizations, even if commonly controlled or managed, requires separate licenses for each entity unless expressly covered by the applicable tier as described in Section 3.3.

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4. PROHIBITED USES

THIS SECTION SETS FORTH ABSOLUTE PROHIBITIONS. VIOLATION OF ANY PROVISION IN THIS SECTION CONSTITUTES A MATERIAL BREACH OF THIS AGREEMENT, ENTITLES THE COMPANY TO IMMEDIATELY TERMINATE LICENSEE'S LICENSE WITHOUT REFUND, AND MAY SUBJECT LICENSEE TO INJUNCTIVE RELIEF, MONETARY DAMAGES, AND OTHER LEGAL REMEDIES.

Licensee shall not, and shall ensure that its employees, agents, contractors, and representatives do not:

4.1 Redistribution. Distribute, share, transfer, transmit, publish, or otherwise make available the Licensed Materials, in whole or in part — whether in original or modified form — to any person, entity, or organization outside the Licensee's own organization. This prohibition applies regardless of whether the distribution is for compensation or free of charge.

4.2 Resale and Commercial Exploitation. Sell, rent, lease, license, sublicense, offer for sale, or otherwise commercialize the Licensed Materials or any Derivative Works based thereon, to any third party under any circumstances.

4.3 Public Posting and File Sharing. Upload, post, publish, or otherwise make the Licensed Materials accessible on any public or shared platform, including without limitation: Google Drive (via public or "Anyone with the link" sharing settings), Dropbox, Box, Microsoft OneDrive, Notion, Slack workspaces that include non-Licensee members, Facebook Groups, Teachable, Kajabi, Thinkific, Etsy, Gumroad, Payhip, or any other digital marketplace, learning management system, website, social media platform, or file-hosting service.

4.4 Competing Products and Services. Use the Licensed Materials, or any portion, structure, methodology, layout, framework, or system derived from the Licensed Materials, as the basis for developing, marketing, or selling a competing mentorship program, product, curriculum, or consulting service to third parties.

4.5 Derivative Works for Commercial Sale. Create Derivative Works from the Licensed Materials for the purpose of selling, licensing, or distributing such works commercially, including but not limited to developing template packs, program kits, coaching resources, or digital downloads for sale to third parties.

4.6 Removal or Alteration of Attribution. Remove, obscure, alter, or replace any Out of Office Labs branding, logos, copyright notices, watermarks, attribution text, or other identifying marks contained within the Licensed Materials. Customization of Licensed Materials for Internal Use does not permit removal of Company attribution.

4.7 Artificial Intelligence and Machine Learning Training. Use, input, upload, or otherwise submit the Licensed Materials — in whole or in part, in original or modified form — to any artificial intelligence system, machine learning platform, large language model, generative AI tool, neural network, algorithm, or similar automated system for the purpose of training, fine-tuning, developing, improving, benchmarking, or evaluating such systems. This prohibition applies regardless of whether the AI system is proprietary, open-source, commercial, or operated by Licensee itself or any third party.

4.8 Credential and File Sharing. Share login credentials, account access, download links, or downloaded files for the Licensed Materials with individuals employed by or affiliated with any organization other than the Licensee's own organization. Each organization must hold its own License.

4.9 Reverse Engineering. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the underlying structure, methodology, system design, instructional architecture, or business logic of the Licensed Materials for the purpose of replicating, recreating, or building a substantially similar product or service.

4.10 Unauthorized Copying. Reproduce or duplicate the Licensed Materials beyond the number of internal-use copies reasonably necessary to implement Licensee's mentorship program, or in a quantity disproportionate to the scope of the License tier purchased.

4.11 Third-Party Framing. Display, embed, or frame the Licensed Materials within a third-party platform or website in a manner that permits individuals outside the Licensee's organization to access the content without a valid License.

4.12 Misrepresentation. Represent the Licensed Materials as Licensee's own original work, claim authorship of the Licensed Materials to third parties, or misrepresent the scope of Licensee's rights under this Agreement.

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5. SUBSCRIPTION TERMS

5.1 Subscription Period. Subscriptions are offered on an annual basis. The subscription term begins on the date of purchase and renews automatically for successive one-year periods unless cancelled by Licensee in accordance with Section 5.3.

5.2 Auto-Renewal. THE SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE THEN-CURRENT LIST PRICE UNLESS LICENSEE CANCELS BEFORE THE RENEWAL DATE. The Company will charge the payment method on file at the start of each renewal period. By purchasing a subscription, Licensee authorizes the Company to charge the applicable renewal fee via Stripe.

5.3 Cancellation. Licensee may cancel its subscription at any time by logging into its account on the Site or by sending written notice to hello@outofofficelabs.com. Cancellation takes effect at the end of the then-current billing period. Upon cancellation, Licensee retains access to the Licensed Materials through the end of the paid billing period, after which access will be terminated. No partial-period refunds will be issued for cancellations made after the 30-Day Satisfaction Guarantee period described in Section 6.

5.4 Price Changes. The Company reserves the right to modify subscription pricing at any time. The Company will provide at least thirty (30) days' advance notice of any price change via email to the address associated with Licensee's account. Continued use of the subscription following the effective date of any price change constitutes Licensee's acceptance of the new pricing. If Licensee does not accept the new pricing, Licensee must cancel its subscription before the renewal date.

5.5 Payment Processing. All payments are processed by Stripe, Inc. By purchasing a subscription, Licensee agrees to Stripe's Terms of Service. The Company does not store Licensee's full payment card information. Licensee is responsible for maintaining accurate and current billing information in its account.

5.6 Taxes. Subscription fees are exclusive of all applicable taxes, levies, or duties imposed by taxing authorities. Licensee is solely responsible for payment of all applicable taxes associated with its purchase.

5.7 Failed Payments. If a recurring payment fails, the Company will attempt to process the payment using the payment method on file. If payment is not successfully processed within ten (10) days of the renewal date, the Company reserves the right to suspend or terminate Licensee's access to the Licensed Materials until payment is received.

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6. SATISFACTION GUARANTEE AND REFUND POLICY

6.1 30-Day Satisfaction Guarantee. The Company offers a thirty (30) day satisfaction guarantee. If Licensee is not fully satisfied with the Licensed Materials for any reason, Licensee may request a full refund within thirty (30) calendar days of the original purchase date by contacting hello@outofofficelabs.com. Refunds will be processed to the original payment method within seven (7) to ten (10) business days. No documentation, explanation, or proof of dissatisfaction is required for requests submitted within this period.

6.2 No Refunds After 30 Days. ALL SALES ARE FINAL AFTER THE THIRTY (30) DAY SATISFACTION GUARANTEE PERIOD. The Company will not issue refunds, credits, or partial credits for: (a) cancellations made after the 30-day period; (b) failure to use the Licensed Materials during the subscription term; (c) claims of dissatisfaction raised after the 30-day period; or (d) any other circumstance arising after the expiration of the guarantee period, except as required by applicable law.

6.3 Effect of Refund. Upon issuance of a refund, the License granted under this Agreement is immediately revoked. Licensee must promptly delete all copies of the Licensed Materials in its possession, including any Derivative Works created during the subscription period, and must cease all use of the Licensed Materials.

6.4 Chargebacks. Initiating a chargeback or payment dispute through Licensee's financial institution while simultaneously retaining and using the Licensed Materials constitutes unauthorized use and may constitute fraud. In the event of a disputed chargeback, the Company reserves all rights to pursue recovery of the Licensed Materials and to take legal action as permitted by applicable law.

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7. INTELLECTUAL PROPERTY

7.1 Ownership. The Licensed Materials, including all templates, guides, worksheets, handbooks, presentation decks, written content, visual designs, layouts, frameworks, instructional systems, methodologies, and any other creative or proprietary elements contained therein, are and shall remain the exclusive property of Out of Office Labs LLC. The Company holds all copyright, trade secret, trademark, and other intellectual property rights in and to the Licensed Materials throughout the world.

7.2 License, Not Sale. This Agreement grants Licensee a limited license to use the Licensed Materials as expressly described herein. It does not constitute a sale of any Licensed Materials or a transfer of ownership of any intellectual property rights. Licensee acquires no ownership interest, title, or equity in any Licensed Materials as a result of this Agreement or any payments made hereunder.

7.3 Licensee's Derivative Works. Intellectual property rights in customizations or additions created solely by Licensee that are layered onto the Licensed Materials for Internal Use (e.g., Licensee's own organizational name, logo, program-specific text) remain the property of Licensee. However, Licensee's ownership of such additions does not affect the Company's exclusive ownership of the underlying Licensed Materials, and Licensee may not use, distribute, or commercialize such additions in a manner that incorporates the underlying Licensed Materials in violation of this Agreement.

7.4 Feedback. If Licensee provides feedback, suggestions, or ideas regarding the Licensed Materials or the Company's services ("Feedback"), Licensee hereby grants the Company a perpetual, irrevocable, royalty-free, worldwide, fully sublicensable license to use, reproduce, modify, and incorporate such Feedback into the Company's products and services without any obligation or compensation to Licensee.

7.5 Copyright Notice. Licensee acknowledges that the Licensed Materials are protected by U.S. and international copyright law. Unauthorized reproduction or distribution of the Licensed Materials may give rise to civil and criminal penalties, including statutory damages under 17 U.S.C. § 504 of up to $150,000 per work infringed for willful infringement.

7.6 DMCA. The Company respects intellectual property rights and expects Licensee to do the same. Any third-party infringement claims may be reported to hello@outofofficelabs.com.

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8. CONFIDENTIALITY AND ANTI-REVERSE ENGINEERING

8.1 Confidentiality Obligation. The Licensed Materials contain proprietary and confidential information of the Company, including without limitation proprietary curriculum design, mentorship program architecture, instructional frameworks, coaching methodologies, and template structures (collectively, "Confidential Information"). Licensee agrees to: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any person outside Licensee's organization; and (c) use Confidential Information solely as permitted by this Agreement.

8.2 Prohibition on Reverse Engineering. Licensee shall not, and shall ensure its representatives do not, reverse engineer, decompile, decompose, reconstruct, or analyze the Licensed Materials — or any portion thereof — for the purpose of: (a) understanding the proprietary program architecture, framework, or methodology underlying the Licensed Materials in order to replicate it; (b) creating a substantially similar product, service, or curriculum; or (c) developing any product or service that competes with the Company's offerings.

8.3 Survival. Licensee's obligations under this Section 8 shall survive any termination or expiration of this Agreement for a period of five (5) years.

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9. AFFILIATE PROGRAM TERMS

9.1 Enrollment and Eligibility. The Company may offer an affiliate referral program ("Affiliate Program") through which approved participants ("Affiliates") may earn commissions for referring new paying customers to the Company. Participation in the Affiliate Program is subject to approval by the Company in its sole discretion and requires acceptance of these Terms and any additional Affiliate Program guidelines published by the Company.

9.2 Commission Structure. Subject to the terms of this Section 9, the Company will pay approved Affiliates commissions on qualifying sales as follows:

> **(a) First Five (5) Sales:** For the first five (5) qualifying sales generated by an Affiliate's unique referral link, the Affiliate shall receive one hundred percent (100%) of Net Revenue attributable to each such sale.

> **(b) Sales Six (6) and Beyond:** For all qualifying sales after the first five (5), the Affiliate shall receive twenty-five percent (25%) of Net Revenue attributable to each such sale.

9.3 Net Revenue Definition. "Net Revenue" means the gross purchase price actually received by the Company for a qualifying sale, less: (a) Stripe processing fees (currently approximately 2.9% + $0.30 per transaction, subject to change by Stripe); (b) any applicable sales or use taxes; and (c) any refunds, chargebacks, or reversals as described in Section 9.7.

9.4 Payout Schedule and Minimum Threshold. Commission payments will be issued on a monthly basis, on or about the fifteenth (15th) day of the month following the month in which the qualifying sale was made and in which all applicable refund and chargeback periods have elapsed. Payouts are processed via PayPal to the PayPal account registered by the Affiliate. No payout will be issued in any month in which the Affiliate's available commission balance is less than fifty dollars ($50.00 USD). Unpaid balances below the threshold will roll over to the following month.

9.5 Affiliate Obligations. As a condition of participation in the Affiliate Program, each Affiliate agrees to:

> **(a)** Promote the Company's products truthfully, accurately, and in compliance with all applicable laws, including the Federal Trade Commission's endorsement and testimonial guidelines;

> **(b)** Clearly disclose to any audience the existence of an affiliate or referral relationship with the Company in accordance with applicable disclosure requirements;

> **(c)** Not make false, misleading, or unsubstantiated claims regarding the Licensed Materials or the Company's products, including fabricated testimonials, exaggerated outcome guarantees, or misrepresentations regarding pricing or features;

> **(d)** Not engage in spam, unsolicited bulk email, fraudulent traffic generation, click fraud, self-referrals, cookie stuffing, or any other deceptive or manipulative promotional practice;

> **(e)** Not bid on branded keywords (e.g., "Out of Office Labs") in paid search advertising without the Company's prior written consent; and

> **(f)** Comply with the Company's brand guidelines and not alter the Company's logos, trademarks, or marketing materials without prior written consent.

9.6 Prohibited Conduct; Termination. The Company reserves the right to suspend or permanently terminate any Affiliate's participation in the Affiliate Program, and to withhold or forfeit unpaid commissions, in the event the Affiliate engages in: (a) fraud or misrepresentation; (b) spam or abusive promotional conduct; (c) violation of any provision of this Section 9; (d) breach of any other provision of this Agreement; or (e) any conduct that, in the Company's reasonable judgment, is harmful to the Company's reputation or brand.

9.7 Chargebacks and Refunds. If a sale for which an Affiliate has received or is owed a commission is subsequently subject to a customer refund (including refunds issued under the 30-Day Satisfaction Guarantee in Section 6), a chargeback, a payment dispute, or a reversal for any reason, the commission attributable to that sale will be: (a) deducted from the Affiliate's pending commission balance if not yet paid; or (b) offset against future commission payments if the commission has already been disbursed. If the Affiliate's account has a negative commission balance due to refunds or chargebacks, that deficit will be carried forward and deducted from future earned commissions.

9.8 Commission Structure Modifications. The Company reserves the right to modify the Affiliate Program commission structure, payout rates, or any other Affiliate Program terms at any time upon at least thirty (30) days' advance written notice to Affiliates via email. Continued participation in the Affiliate Program following the effective date of any such modification constitutes acceptance of the modified terms.

9.9 Independent Contractor. Affiliates are independent contractors and are not employees, agents, partners, or joint venturers of the Company. Affiliates are solely responsible for all taxes owed on commissions received and for compliance with all applicable laws in connection with their promotional activities.

9.10 No Guarantee of Earnings. The Company makes no representations or guarantees regarding the amount of commissions any Affiliate will earn. Commission amounts will vary based on factors outside the Company's control, including Affiliate effort and audience.

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10. DISCLAIMER OF WARRANTIES

10.1 "As Is" Disclaimer. THE LICENSED MATERIALS AND ALL SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

10.2 No Guarantee of Outcomes. The Company does not warrant or represent that use of the Licensed Materials will produce any particular outcome, result, or level of success in Licensee's mentorship program. Program outcomes depend on numerous factors outside the Company's control, including but not limited to Licensee's implementation, coordinator competency, participant engagement, and organizational environment. Any testimonials, case studies, or success stories published by the Company reflect individual results and are not guarantees of typical or expected outcomes.

10.3 No Warranty of Uninterrupted Access. The Company does not warrant that access to the Site or Licensed Materials will be uninterrupted, error-free, or secure. The Company may perform maintenance, updates, or modifications that temporarily affect access.

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11. LIMITATION OF LIABILITY

11.1 Exclusion of Consequential Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS MEMBERS, OFFICERS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OR INABILITY TO USE THE LICENSED MATERIALS, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS OR SERVICES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Aggregate Liability Cap. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL AGGREGATE LIABILITY TO LICENSEE FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT — WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE — SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY LICENSEE TO THE COMPANY DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

11.3 Essential Basis. The parties acknowledge that the limitations of liability in this Section 11 reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between the parties. The Company would not have entered into this Agreement absent such limitations.

11.4 Exceptions. Nothing in this Section 11 shall limit or exclude liability for: (a) death or personal injury caused by gross negligence or willful misconduct; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited under applicable law.

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12. INDEMNIFICATION

12.1 Licensee's Indemnification Obligation. Licensee shall defend, indemnify, and hold harmless the Company and its members, managers, officers, employees, contractors, successors, and assigns (collectively, "Company Indemnitees") from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, judgments, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

> (a) Licensee's breach of any representation, warranty, obligation, or covenant under this Agreement;

> (b) Licensee's use of the Licensed Materials in a manner not expressly permitted by this Agreement, including without limitation any Prohibited Use set forth in Section 4;

> (c) Any claim by a third party arising from Licensee's distribution, sharing, or redistribution of the Licensed Materials in violation of this Agreement;

> (d) Licensee's violation of any applicable law or third-party right in connection with its use of the Licensed Materials; or

> (e) Any claim arising from content added by Licensee to Derivative Works that infringes the intellectual property or other rights of any third party.

12.2 Indemnification Procedure. The Company will: (a) promptly notify Licensee in writing of any claim for which indemnification is sought; (b) grant Licensee reasonable control over the defense and settlement of such claim, provided that the Company shall have the right to participate in its own defense at its own expense; and (c) cooperate with Licensee at Licensee's expense. Licensee may not settle any claim in a manner that imposes any obligation, restriction, or liability on the Company or that does not include a full unconditional release of the Company, without the Company's prior written consent.

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13. GOVERNING LAW AND DISPUTE RESOLUTION

13.1 Governing Law. This Agreement and all disputes arising out of or related to this Agreement, the Licensed Materials, or Licensee's relationship with the Company shall be governed by and construed in accordance with the laws of the State of **[INSERT STATE]**, without regard to its conflict-of-laws principles.

13.2 Venue. Any legal action or proceeding arising out of or related to this Agreement shall be brought exclusively in the state or federal courts of competent jurisdiction located in **[INSERT STATE]**, and each party hereby submits to the personal jurisdiction of such courts and waives any objection to venue or jurisdiction.

13.3 Informal Dispute Resolution. Prior to initiating any formal legal proceeding, the parties agree to attempt to resolve any dispute informally by providing written notice to the other party describing the nature of the dispute and the relief sought. The parties will attempt in good faith to resolve the dispute within thirty (30) days of such notice.

13.4 Injunctive Relief. Notwithstanding any other provision of this Agreement, the Company reserves the right to seek immediate injunctive or other equitable relief in any court of competent jurisdiction in the event of Licensee's actual or threatened breach of Sections 4, 7, or 8 of this Agreement, without the requirement to post bond and without prejudice to any other rights or remedies.

13.5 Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ITS RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

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14. TERM AND TERMINATION

14.1 Term. This Agreement is effective as of the date of purchase and remains in effect for the duration of Licensee's active subscription, unless earlier terminated pursuant to this Section 14.

14.2 Termination by Company for Cause. The Company may terminate this Agreement and revoke Licensee's License immediately upon written notice if: (a) Licensee commits a material breach of this Agreement that remains uncured for five (5) business days after written notice of such breach (or, for breaches incapable of cure, immediately upon notice); (b) Licensee violates any Prohibited Use set forth in Section 4; (c) Licensee fails to pay any amounts due under this Agreement; or (d) Licensee becomes insolvent, makes a general assignment for the benefit of creditors, or is subject to bankruptcy proceedings.

14.3 Effect of Termination. Upon expiration or termination of this Agreement for any reason: (a) all licenses granted to Licensee under this Agreement immediately and automatically terminate; (b) Licensee must promptly cease all use of the Licensed Materials; (c) Licensee must permanently delete all copies of the Licensed Materials in its possession or control, including copies stored on shared drives, learning management systems, or any other platform; and (d) Sections 4, 6.2, 7, 8, 9.7, 10, 11, 12, 13, 14.3, and 16 shall survive termination.

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15. CHANGES TO TERMS

15.1 Right to Modify. The Company reserves the right to modify, update, or amend these Terms at any time. The Company will provide at least thirty (30) days' advance notice of any material changes to this Agreement by sending an email to the address associated with Licensee's account.

15.2 Acceptance of Modified Terms. If Licensee continues to access or use the Licensed Materials after the effective date of any modification, Licensee will be deemed to have accepted the modified Terms. If Licensee does not agree to the modified Terms, Licensee's sole remedy is to cancel its subscription before the effective date of the change.

15.3 Current Version. The most current version of these Terms will always be available at outofofficelabs.com/terms. Licensee is responsible for reviewing the Terms periodically.

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16. GENERAL PROVISIONS

16.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral, relating to such subject matter.

16.2 Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or severed if modification is not possible, without affecting the validity or enforceability of the remaining provisions.

16.3 Waiver. The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. No waiver of any breach of this Agreement shall constitute a waiver of any subsequent breach.

16.4 Assignment. Licensee may not assign or transfer this Agreement or any of its rights or obligations hereunder, in whole or in part, by operation of law or otherwise, without the Company's prior written consent. Any purported assignment in violation of this provision is null and void. The Company may freely assign this Agreement without Licensee's consent.

16.5 Force Majeure. Neither party shall be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including without limitation acts of God, natural disasters, pandemic, governmental action, labor disputes, or failures of third-party service providers.

16.6 Notices. All notices under this Agreement shall be in writing and shall be deemed given when: (a) delivered by email with confirmation of receipt to hello@outofofficelabs.com (for notices to the Company) or to the email address on file for Licensee's account (for notices to Licensee); or (b) delivered by nationally recognized overnight courier or certified mail, return receipt requested.

16.7 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties and their respective permitted successors and assigns, and nothing in this Agreement, express or implied, is intended to or shall create any third-party beneficiary rights.

16.8 Headings. Section headings are provided for convenience only and shall not affect the interpretation of this Agreement.

16.9 Electronic Acceptance. Licensee agrees that electronic acceptance of this Agreement (including click-through acceptance) has the same legal effect as a handwritten signature.

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17. CONTACT INFORMATION

For questions, refund requests, license upgrade inquiries, or legal notices, please contact:

Out of Office Labs LLC Email: hello@outofofficelabs.com Website: outofofficelabs.com

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*© 2026 Out of Office Labs LLC. All rights reserved. Unauthorized reproduction or distribution of these Terms is prohibited.*