BetterWorks Inc., a Delaware corporation ("BetterWorks", "us" or "we"), is a service provider that connects its corporate members ("Corporate Members") and Corporate Members' employees and certain other individuals ("Individual Members" and, together with Corporate Members, "Members") to a variety of services and products ("Goods") from vendors ("Vendors") at a discount. By using this website (the "Website"), each user of this Website ("you" or "user"), whether or not a Member or a Vendor, agrees to these terms and conditions (the "Terms of Use" or this "Agreement"). If you do not wish to agree to these Terms of Use, please do not use the Website.

You must be 18 years old and able to form a legally binding contract to be eligible to use this Website.

Notwithstanding anything herein to the contrary, BetterWorks reserves the right to cancel, suspend, or temporarily deactivate unconfirmed or inactive accounts or accounts that violate any of these Terms of Use. BetterWorks reserves the right to refuse service to anyone, for any reason, at any time.

References to "content" herein refer to all aspects of the Website, including but not limited to all products and services (including the Goods) offered via the Website, as well as all text, images, photos, video, audio, source code, articles, design, and all other forms of data or communication created, posted, displayed, or transmitted by or onto the Website.

You agree that: (i) you will provide a valid email address and select a secure and confidential password upon registration with the Website; (ii) you will comply with these Terms at all times; (iii) you will take all appropriate measures to keep your password secure and confidential and to keep your account information updated and accurate; (iv) you will notify us immediately of any unauthorized use of your account; and (v) BetterWorks will not be held liable for any loss or damage incurred as a result of use of the Website, the services we provide, the Goods, other services or products provided by the Vendors or other services or goods sold on the Website.

You acknowledge that, although the Web is often a secure environment, sometimes there are interruptions in service or events that are beyond the control of BetterWorks, and BetterWorks shall not be responsible for any data lost while transmitting information on the Web. While it is BetterWorks' objective to make the Website accessible 24 hours per day, 7 days per week, the Website may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of the control of BetterWorks, access to the Website may be interrupted, suspended or terminated from time to time.

BetterWorks shall have the right at any time to change or discontinue any aspect or feature of the Website, including, but not limited to, content, hours of availability, equipment needed for access or use, and Goods available. Further, BetterWorks may discontinue disseminating any portion of information or category of information, may change or eliminate any transmission method and may change transmission speeds or other signal characteristics.

BetterWorks is not the agent of any Vendor and takes no responsibility for the provision of the Goods or other services or products provided by the Vendors. BetterWorks makes no representations or warranties, express or implied, as to the quality, safety, usability, or other aspect of the Goods or other services or products provided by the Vendors. BetterWorks is not liable for any costs, harm or damages that occur as a result of, either directly or indirectly, the Goods or other services or products provided by the Vendors. You are responsible for your own actions or omissions in utilizing the Goods or other services or products provided by the Vendors.

In order to use the Website, you must complete all required information elements on the registration page of the Website, including in some instance providing a valid credit card or other payment method. You must also pay for all applicable fees, purchases and other obligations arising from your use of the Website. You must provide current, complete and accurate information and maintain it as current and accurate. We may require you to provide additional information as a condition of continued use of the Website or to purchase Goods. We facilitate processing the payment for purchased Goods. We reserve the right to delay or cancel processing of suspicious transactions or transactions which may involve fraud, misconduct or violations of law.

Corporate Members shall invite and/or provide a list of prospective Individual Members to invite to join BetterWorks. Each such prospective Individual Member must register with the Website before he/she can use the Website and its services.

Each user is required to create an account in order to purchase Goods. Through the account, the user can view and print past purchases, pay for Goods, modify preferences, rate or review purchased Goods and post on public forums.

By selecting a Good to purchase, you make an offer to us to purchase the Good you have selected on the terms and conditions stated below. You hereby authorize us to charge the credit card or other payment method you have on file in connection with purchases of Goods. For more information about our collection of personal information, please view our Privacy Policy.

Recurring Purchases: Some Goods are purchasable, and billed, on a recurring periodic basis (e.g., daily, weekly, quarterly or annually). The recurring and periodic terms of these Goods will be presented to you at the time of your purchase. By selecting recurring periodic Goods you authorize us, if applicable, to process payment against the credit card or other payment method you have until you cancel such Goods in accordance with its terms. BetterWorks reserves the right to continue to bill the credit card or other payment method you have on file for any Goods purchased prior to such cancellation. In the event of any change in the price of such Goods (including, without limitation, the termination of any subsidy), BetterWorks will notify you via its platform of such change prior to processing your payment at such higher price.

One-Time Purchases: Some Goods are purchasable, and billed, on a one-time basis, which terms will be presented to you at the time of your purchase of such Goods.

Initial Fees: Some Goods may require a non-refundable initial fee to be charged when you purchase such Good (e.g., a gym initiation fee, country club setup fee, etc.). Any such initial fee will be presented to you at the time of your initial purchase of such Goods.

The Vendor, not BetterWorks, is the seller of the Goods and is solely responsible for providing such Goods you purchased. Members' only recourse with respect to the failure of delivery of such Goods as described shall be against the Vendor from which such Goods were purchased. Unless otherwise prohibited by applicable law, Members agree to make any claims with respect to Goods within 45 days after purchase of such Goods.

All Goods offered on the Website may be subject to the terms and conditions of the Vendor. Any such terms and conditions are set forth in the Website. By making a purchase, you acknowledge and agree to such terms and conditions.

Your purchase of Goods is nontransferable. In other words, if you purchase a Good, only you have the right to receive such a Good. You cannot transfer the right to receive Goods to anyone else.

Once your purchase transaction is completed, it cannot be returned or refunded by either BetterWorks or Vendor. BetterWorks advises that prior to placing an order for a Good you carefully review your selection. Once you have purchased a Good, You agree to not dispute or otherwise seek a "chargeback" from the credit card or other payment method you used. If you have a question about a charge, you agree to contact us via the BetterWorks platform or at the email address provided in the Contacts and Notices section of these Terms of Use. If you deliberately or inadvertently issue a "charge back" to the credit card or other payment method you have on file, your account may be terminated and you agree to pay a $50 processing and collection fee to cover our costs for processing each "charge back." Failure to pay such fees and for money owed for Goods purchased will result in your account being turned over to a collection agency. Past due balances will be subject to a finance charge of 2% per month or the highest amount permitted by applicable law, whichever is lower. If your account is past due, you agree to pay all related collection costs including, but not limited to, court costs, attorney's fees, collection agency fees and other administrative costs.

BetterWorks may, in its sole discretion, reserve the right at all times to discontinue, modify or revise these Terms of Use, including without limitation the BetterWorks Privacy Policy, at any time by posting the amended terms on this Website as we deem necessary or desirable. Such changes may include, among other things, the adding of certain fees or charges. If BetterWorks makes any substantial changes, we will notify you by sending you an e-mail to the e-mail address that is registered with your account and/or by posting notice of the change on the Website. Any material changes to these Terms of Use will be effective upon the earlier of our dispatch of an e-mail notice to you or our posting of notice of the changes on our Website, provided that these changes will not apply to Goods purchased prior to the effective date of such changes. These changes will be effective immediately for new users of our Website and Goods purchased after the effective date. You agree that your use of the BetterWorks Website, after the date on which these Terms of Use changed, will constitute your acceptance of the updated Terms of Use, and that you agree to be bound by such modifications or revisions.

You shall be responsible for obtaining and maintaining all Web access, telephone, computer hardware and other equipment needed for access to and use of this Website and all charges related thereto. BetterWorks shall not be liable for any damages to the user's equipment resulting from the use of this Website.

We never send your login credentials in the clear and we ensure that whenever we send that data across the Internet, it is always encrypted.

We have several tools that allow you to record and store information. You are responsible for taking all reasonable steps to ensure that no unauthorized person shall have access to your user name, passwords or account. It is your sole responsibility to (1) control the dissemination and use of your user name and activation codes and passwords; (2) authorize, monitor, and control access to and use of your BetterWorks account, user name and password; (3) promptly inform BetterWorks of any need to deactivate a user name or password. You grant BetterWorks and all other persons involved in the operation of the Website the right to use (including without limitation to transmit, monitor, retrieve and store) your information in connection with the operation of the Website. We cannot and do not assume any responsibility or liability for any information you submit, or your or third parties' use or misuse of information transmitted or received using the Website.

If you are a Corporate Member or Vendor, subject to the restrictions in these Terms, BetterWorks hereby grants you permission to use the Website and access its services solely for your use and as intended through the normal functionality of the Website and its service. If you are an Individual Member, subject to the restrictions in these Terms of Use, BetterWorks hereby grants you permission to use the Website and access its services solely for your individual and personal use and as intended through the normal functionality of the Website and its service. Except for allowing you to use the Website as set forth in the preceding sentences, when you use the Website you are not receiving a license or any other rights from us, including intellectual property or other proprietary rights of BetterWorks or any of our users.

YOU UNDERSTAND THAT YOU HAVE NO RIGHTS TO THE SERVICES OR ANY BETTERWORKS PROPERTY EXCEPT AS WE INDICATE IN THESE TERMS. We reserves all rights not expressly granted, in and to the Website, its content and service.

Although we welcome and encourage user interaction on our Website, we require that all users restrict any and all activity in connection with the use of this Website to that which involves lawful purposes only. In your use of the BetterWorks' Website and service you agree not to post or transmit through this Website any material which violates or infringes in any way upon the rights of others, or any material which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without BetterWorks' express prior, written approval, contains advertising or any solicitation with respect to products or services. In addition, in your use of the Website and its service you agree that you will not:

Each user agrees that it shall use the content of the Website, including without limitation (a) the identity of Vendors, (b) information regarding Goods (including without limitation, prices and discounts) and (c) and the identity of BetterWorks' employees, contractors and other agents, solely in connection with making its decision to purchase Goods.

Everything located on or in this Website is the exclusive property of BetterWorks Inc. or used with express permission of the copyright and/or trademark owner. ANY COPYING, DISTRIBUTING, TRANSMITTING, POSTING, LINKING, DEEP LINKING, OR OTHERWISE MODIFYING OF THIS SITE WITHOUT THE EXPRESS WRITTEN PERMISSION OF BETTERWORKS INC. IS STRICTLY PROHIBITED. Any violation of these Terms of Use may result in a copyright, trademark or other intellectual property right infringement that may subject you to civil and/or criminal penalties.

This Website contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics and sounds. The BetterWorks Website is protected by copyright under the United States and international copyright laws. BetterWorks owns copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content created by BetterWorks. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. You may download, print, or save copyrighted material for your personal use only. Except as otherwise expressly stated under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material without the express permission of BetterWorks and the copyright owner is permitted. If copying, redistribution or publication of copyrighted material is permitted, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made.

User acknowledges that he/she/it does not acquire any ownership rights by downloading copyrighted material. Trademarks that are located within or on the Website otherwise owned or operated in conjunction with BetterWorks shall not be deemed to be in the public domain but rather the exclusive property of BetterWorks, unless such site is under license from the Trademark owner thereof, in which case such license is for the exclusive benefit and use of BetterWorks unless otherwise stated.

User shall not upload, post or otherwise make available (or submit to BetterWorks for uploading, posting or to be made available) on this Website any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right. BetterWorks does not have any express burden or responsibility to provide user with indications, markings or anything else that may aid user in determining whether the material in question is copyrighted or trademarked. User shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights or any other harm resulting from such a submission. By posting content to the Website, you also hereby represent and warrant that you have the right to post that content and to grant the foregoing rights to BetterWorks (and its affiliates and sublicensees). By submitting any material or content to any public area of this Website, you represent and warrant that the owner of such material has expressly granted BetterWorks the royalty-free, worldwide, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, edit, display, perform, adapt, sublicense, publish, translate, distribute and create derivative works from and market and promote such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, for any commercial purpose, in any media or technology now known or hereafter developed for the full term of any copyright that may exist in such material without limits in time or place, to sublicense those rights and to use the content without your prior approval or the payment of any compensation. User also permits any other user to access, view, store or reproduce the material for that user's personal use through the functionality of the Website and under these Terms. User hereby grants BetterWorks the right to edit, copy, publish and distribute any material made available on this Website by user.

You take full and sole responsibility for all content that you post on the Website and the consequences of posting that content. You are responsible for obtaining all necessary rights to upload, post and distribute all content, including obtaining permission from any person shown in a photo that you upload or that is identified in any writing that you post.

BetterWorks also reserves the right to terminate this Agreement with any user who repeatedly infringes third-party copyright rights upon prompt notification to BetterWorks by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that a copyrighted work has been copied and posted to the Website in a way that constitutes copyright infringement, you shall provide BetterWorks (pursuant to the Digital Millennium Copyright Act, Title 17 of the United States Code, Section 512) with the following information: (i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; (v) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Contact information for BetterWorks' for notice of claims of copyright infringement is as follows:

YOU EXPRESSLY AGREE THAT USE OF THIS WEBSITE IS AT YOUR SOLE RISK. NEITHER BETTERWORKS, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT USE OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO (I) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THIS WEBSITE, OR (II) THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE OR PRODUCT (INCLUDING GOODS) PROVIDED THROUGH THIS WEBSITE.

THIS WEBSITE IS MADE ACCESSIBLE ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. YOU SPECIFICALLY ACKNOWLEDGE THAT BETTERWORKS IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD-PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH USER.

THE VENDORS OFFERING GOODS THROUGH THIS SITE ARE INDEPENDENT CONTRACTORS AND NOT AGENTS OR EMPLOYEES OF BETTERWORKS. BETTERWORKS, ITS AFFILIATES AND EMPLOYEES ARE NOT AGENTS OF THE VENDORS OFFERING GOODS VIA BETTERWORKS AND ARE NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF ANY SUCH VENDORS OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM. BETTERWORKS HAS NO LIABILITY AND WILL MAKE NO REFUND IN THE EVENT OF ANY VENDOR CANCELLATION, OVERBOOKING, STRIKE, FORCE MAJEURE OR OTHER CAUSES BEYOND BETTERWORKS' DIRECT CONTROL.

IN NO EVENT SHALL BETTERWORKS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE WEBSITE. IN NO EVENT WILL BETTERWORKS' LIABILITY IN CONNECTION THIS AGREEMENT, THE WEBSITE OR THE SERVICES SOLD EXCEED THE AMOUNTS PAID FOR SUCH SERVICES, AND TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY USER DURING THE TWO MONTHS PRECEDING THE BRINGING OF ANY CLAIM.

IN ADDITION TO THE TERMS SET FORTH ABOVE, NEITHER BETTERWORKS, NOR ITS AFFILIATES, LICENSORS OR CONTENT PROVIDERS (OTHER THAN VENDORS) SHALL BE LIABLE REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR INAUTHENTICITY OF, THE INFORMATION CONTAINED WITHIN THIS WEBSITE OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO YOU, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY. NONE OF THE FOREGOING PARTIES SHALL BE LIABLE FOR ANY THIRD-PARTY CLAIMS OR LOSSES OF ANY NATURE, INCLUDING WITHOUT LIMITATION LOST PROFITS, PUNITIVE OR CONSEQUENTIAL DAMAGES.

BetterWorks shall have the right, but not the obligation, to monitor the content of the Website at all times, including any forums that may be included as part of the Website, to determine compliance with these Terms of Use and any operating rules established by BetterWorks, as well as to satisfy any applicable law, regulation or authorized government request. Without limiting the foregoing, BetterWorks shall have the right to remove any material that BetterWorks, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable.

You understand that you are personally responsible for your behavior while on the Website, the content you post and your use of the Goods and the services we provide. You agree to indemnify and hold BetterWorks and its affiliates, and their respective officers, directors, employees, and agents, harmless from and against any loss, damage, liability, cost, or expense of any kind (including attorneys' fees) arising from: your use of the BetterWorks services or access to the Website; your use of the Goods or other services or products provided by the Vendors; any fraud or manipulation by you; your violation of any of these Terms; your violation of any applicable law or the rights of any third party, including without limitation any copyright, property, or privacy right; or any claim that one of your submissions or any of your content caused damage to a third party. This defense and indemnification obligation will survive these Terms of Use and your use of the Website.

In connection with the foregoing release, user hereby waives California Civil Code Section 1542 (and any similar provision in any other jurisdiction) which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."

The Vendors are the sellers of the Goods which you are purchasing. BetterWorks does not control any Vendor, and is not responsible for any costs, harm or damages that occur as a result of, either directly or indirectly, Goods offered by the Vendors.

You release BetterWorks and its affiliates, and their respective directors, officers, employees and agents from any claim or liability arising from or related to (a) any Goods or other services or products provided by the Vendors and (b) any acts or omissions by users, including users' failure to comply with applicable law and/or Vendors' failure to provide Goods as described in good faith by BetterWorks (collectively, (a) and (b) are referred to as the "Released Goods Claims"). You also agree to defend, indemnify and hold harmless BetterWorks and its affiliates, and their respective directors, officers, employees and agents from and against all claims and liability, including attorneys' fees, arising out of or related to the Released Goods Claims.

Individual Member Accounts may automatically be terminated upon the termination of the Corporate Member Account with which such Individual Member account is affiliated. Notwithstanding anything herein to the contrary, BetterWorks shall have the right to immediately terminate any user's accounts in the event of any conduct by user which BetterWorks, in its sole discretion, considers to be unacceptable, or in the event of any breach by such user of these terms. BetterWorks may terminate these Terms at any time.

This Website may contain content that is submitted by third parties or other users. You acknowledge that by using the Website, you may be exposed to content that you find objectionable, or which is inaccurate, misleading or incomplete. We are not responsible for the accuracy, completeness or usefulness of any content, nor do we make any endorsement claims for the Website's third party content. BetterWorks has no editorial control over such content, and any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including content providers, or any other users are those of the respective author(s) or distributor(s) and not of BetterWorks. You therefore use the Website and the content at your own risk.

The Website, or third party users and members, may provide links to other Web sites or resources. Because we have no control over such sites and resources, you acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse and are not responsible or liable for any content, advertising, products or other materials contained in or available from such sites or resources. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services (including Goods) available on or through any third party site or resource.

BetterWorks reserves the right to disable any link or remove any third party content at any time in its sole discretion.

These Terms, including any addendums, the Privacy Policy and any operating rules for BetterWorks established by BetterWorks constitute the entire agreement of the parties with respect to the subject matter hereof; provided, however, that the relationship between BetterWorks and each Vendor shall in addition be subject to a "Vendor Agreement" (as defined below). If any provision of this Agreement is held invalid by a court of competent jurisdiction, such invalidity shall not affect the enforceability of any other provisions contained in this Agreement, and the remaining portions of this Agreement shall continue in full force and effect. A waiver by either party of any term or condition, or a failure to act on any breach thereof, in any one instance, will not waive such term or condition or the right to act on any subsequent breach thereof, or of any other provision.

No agency, partnership, joint venture, or employment is created as a result of these Terms, and you do not have any authority of any kind to bind BetterWorks in any respect whatsoever.

Except as otherwise provided herein, these Terms, and any rights and obligations hereunder, are not assignable, transferable or sublicensible by you except with our prior written consent. The right to use this Website is personal to Individual Members and is not transferable to any other individual or entity. Corporate Members and Vendors have the right to assign these Terms to their successors in a change of control of such Corporate Members or Vendors. BetterWorks has the right to assign these Terms to one or more affiliates or to one or more successors or affiliates in connection with a restructuring, reorganization, merger, acquisition or other change of control of BetterWorks, the sale of all or substantially all BetterWorks' assets, as well as in the unlikely event of BetterWorks' insolvency, bankruptcy or receivership. Any assignment attempted to be made in violation of these Terms shall be void. Nothing in these Terms shall be deemed to confer any third party rights or benefits.

These Terms are governed by, and will be interpreted in accordance with, the laws of the State of California, excluding those laws that direct the application of the laws of another jurisdiction. You hereby submit to the sole jurisdiction and venue of the courts of the State of California for purposes of any action or proceeding relating to this Agreement or the Goods.

Violation of any of these Terms may result in removal of your postings and termination of your account. Questions about these Terms of Use may be emailed to: legal@betterworks.com.

If you believe that any postings on the Website violate these Terms, please let us know by sending an email to: legal@betterworks.com.

By using this Website, user agrees that: (i) any claim, dispute, or controversy user may have against BetterWorks arising out of, relating to, or connected in any way with this Agreement, this Website, or the purchase or sale of any products or services (including the Goods), shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association and conducted before a single arbitrator pursuant to the applicable Commercial Arbitration Rules of the American Arbitration Association ("Arbitration Rules"); (ii) the arbitration shall be held in Los Angeles County, California; (iii) the arbitrator shall apply California law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (iv) there shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration can decide only the user's and/or BetterWorks' individual claims; and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; and (v) if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Arbitration Rules, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. The provisions of California Code of Civil Procedure Section 1283.05 shall apply to any arbitration.

Questions or comments regarding this Website should be submitted via the BetterWorks platform and/or email, phone or other contact information provided on our website. Any notice required or permitted under these Terms of Use shall be conclusively deemed effectively given upon transmission via the BetterWorks platform and/or confirmed email transmission. In addition, any notice by BetterWorks required or permitted under these Terms of Use shall be conclusively deemed effectively given upon personal delivery or delivery by courier, or on the first business day after transmission if sent by confirmed facsimile transmission or electronic mail transmission, or five business days after deposit in the United States first class mail, by registered or certified mail, postage prepaid, addressed to you at the address, facsimile number or email address provided to us by you.

Individual Members will be invited to become Individual Members or approved as Individual Members by the Corporate Member. By inviting an Individual Member to join or approving an Individual Member, the Corporate Member agrees to pay fees with respect to maintaining Individual Members.

BetterWorks may at any time, in its sole discretion and without notice, revise the Goods it offers, including without limitation change the terms of any of the Goods (including price), delete any Goods and add additional Goods Any revision to Goods will thereafter immediately apply to any purchases of such Good by Members. If a Good is deleted it will thereafter immediately cease to be available for purchase by Members.

If you are Corporate Member, you agree to pay to BetterWorks the fees established when creating your account as well as any fees incurred by you when upgrading, modifying or changing your account (including without limitation fees associated with maintaining Individual Members). All such fees will be presented to you at account creation and at the time any change that will change the fees is made to the account. BetterWorks may at any time, in its sole discretion and upon notice to you, revise the fees by providing notice to you. Revisions to the fees will take effect on 10 days after you are sent notice of such revised fees unless you have a separate written agreement with BetterWorks that provides otherwise. You authorize us to process payment against the credit card or other payment method you have on file.

Each Corporate member will designate in its account a monthly budget which approximates such Corporate Member's fees and any subsidization of Goods for the next month. You will pay this monthly budget amount in advance. If you go over your monthly budget, you will charged for such excess amount immediately. Any unused portion of your monthly budget in a given month will be credited towards, and decrease the amount of, your next monthly budget payment. As a Corporate Member, you authorize us to process payment for such monthly budget payment against the credit card or other payment method you have on a monthly basis until your account is terminated. We will generally process payment approximately four business days prior to the next billing period.

In addition, upon cancellation or termination of your account, BetterWorks will immediately charge you for all amounts due plus any early termination or other fees you have agreed to in your account. As a Corporate Member, you may not cancel your credit card or other payment form, or your account, until all fees are paid in full. If we are unable to charge your credit card or other payment form, we may send the charges to collection.

BetterWorks gives Corporate Members the option to subsidize Goods purchased by its Individual Members. If a Corporate Member elects to offer such subsidies, the Corporate Member agrees to pay to BetterWorks immediately at the beginning of each billing period the applicable subsidy for each Individual Member who purchases Goods subject to such subsidy. The Corporate Member shall be solely responsible with respect to any required withholding, payroll taxes or other taxes with respect to such subsidies. You authorize us to process payment against the credit card or other payment method you have on file.

As a Corporate Member, you hereby grant to BetterWorks, during the term of this Agreement, a worldwide, nonexclusive, fully paid license to use your company name(s) and any logos or images provided by you or images or logos we find in the public domain for the purpose of promoting the Website and BetterWorks' services. Such use may include, without limitation, posting such materials on our main page or other pages on the Website and including them in our other marketing materials. You also agree that BetterWorks may grant a sublicense to its affiliates and business partners to use such materials for such purposes. You understand that BetterWorks will make such materials available on the Website on your behalf and that such materials will be subject to our Terms of Use, including terms applicable to materials posted on our website by you as a " user."

BetterWorks hereby grants you, as a Corporate Member, during the term of this Agreement, a worldwide, nonexclusive, nontransferable, nonsublicensable, fully paid license to use BetterWorks' logo and name and a list of BetterWorks Vendors and Goods (but excluding the prices or discounts with respect to such Goods) on your websites and/or corporate literature solely to describe your use of the BetterWorks platform and to promote your use of our platform and services.

Until the later of the termination of a Corporate Member's account, and for 12 months thereafter, the Corporate Member will not directly or indirectly, either on the Corporate Member's own behalf or on behalf of any third party, solicit Vendors to directly obtain Goods or similar services or goods for any or all Members as a group.

BetterWorks and each Corporate Member have the right to terminate such Corporate Member's account at any time upon notice to the other party, unless BetterWorks and the Corporate Member have agreed otherwise.

The information provided in the BetterWorks Tax Information Center is for general information only and is not a replacement when seeking professional tax advice. Please discuss your options with a tax professional for further guidance.

Each Vendor shall also enter into a separate Vendor agreement (a "Vendor Agreement") with BetterWorks with respect to the Goods it intends to provide. Each Vendor agrees to provide the Goods described in its Vendor Agreements at the prices or discounts and under the terms and conditions and for the periods of time set forth in such Vendor Agreements.

The Vendor will make available and provide the Goods that BetterWorks and the Vendor mutually agree. BetterWorks, in its sole discretion, will decide which Goods to offer to Members Vendors must always provide Goods to BetterWorks at its best price and highest discount across North America. If at any time the Vendor offers the Goods on a similar basis to anyone anywhere in North America at a price lower than the price offered to BetterWorks or at a discount greater than that provided to BetterWorks, then the Vendor will immediately notify BetterWorks and the terms of the Goods to BetterWorks will be immediately revised to reflect such lower price or greater discount. If we discover such lower price or greater discount, we will contact you to revise pricing and may suspend your account until you match the price or discount.

BetterWorks will collect payment for Goods purchased by Members and will periodically remit payment for such Goods to the Vendor in accordance with the Vendor Agreement between the Vendor and BetterWorks.

In the event that BetterWorks is unable to collect payment from a Member despite BetterWorks commercial reasonable efforts, and BetterWorks is therefore unable to remit payment to the Vendor, the Vendor's only recourse with respect to such payment shall be against the Member in question.

The Vendor may subject Members' purchase of Goods to such standard terms and conditions as are set forth in the Vendor Agreement and as the Vendor may reasonably require with the prior written consent of BetterWorks.

If you are a Vendor, you agree to pay to BetterWorks the fees set forth in the Vendor Agreement. You authorize us to process payment against the credit card or other payment method you have on file.

In addition, upon cancellation or termination of your account, BetterWorks will immediately charge you for all amounts due plus any early termination or other fees you have agreed to. As a Vendor, you may not cancel your credit card or other payment form, or your account, until all fees are paid in full. If we are unable to charge your credit card or other payment form, we may send the charges to collection.

The Vendor represents and warrants that the descriptions of the Goods (including without limitation the "regular prices") provided by the Vendor to BetterWorks are accurate and complete, and the Vendor acknowledges and agrees that BetterWorks will provide such descriptions to Members. Improper description of Goods, including quantity, price, delivery times, support, service or any other relevant characteristics of Goods may allow BetterWorks or a Member to refuse payment or acceptance of such item.

As a Vendor, you hereby grant to BetterWorks, during the term of this Agreement, a worldwide, nonexclusive, fully paid license to use your name and any logos, menus, images and descriptions of Goods provided by you (including, without limitation, provided by you in connection with the Vendor Agreement) or images or descriptions we find in the public domain for the purpose of promoting your services and products as well as for promoting the Website and BetterWorks' services. Such use may include, without limitation, posting such materials on our main page or other pages on the Website and including them in our other marketing materials. You also agree that BetterWorks may grant a sublicense to its affiliates and business partners to use such materials for such purposes. You understand that BetterWorks will make such materials available on the Website on your behalf and that such materials will be subject to our Terms of Use, including terms applicable to materials posted on our website by you as a " user."

BetterWorks hereby grants you, as a Vendor, during the term of this Agreement, a worldwide, nonexclusive, nontransferable, nonsublicensable, fully paid license to use BetterWorks' logo and name on your websites and/or corporate literature for the purpose of promoting your services and products as well as for promoting the Website and BetterWorks' services.

Until the later of the termination a Vendor's account and the termination of all of the Vendor Agreements to which a Vendor is a party, and for 12 months thereafter, the Vendor and its employees and authorized representatives will not directly or indirectly, either on the Vendor's own behalf or on behalf of any third party, disrupt, damage, impair or interfere with the business of BetterWorks, including without limitation by way of interfering with the BetterWorks' relationship with, or raiding, Members or other third parties with which BetterWorks does business, or in any manner attempting to persuade, solicit, recruit, encourage or induce any such persons to discontinue their relationship with BetterWorks.

After the completion of any initial offer period set forth in a Vendor Agreement, each of the Vendor and BetterWorks has the right to terminate such Vendor Agreement at any time upon 60 days prior notice to the other party. (For purposes of clarity, such a termination notice may not be given until after completion of the initial offer period, and, accordingly, the earliest that a Vendor Agreement may be terminated pursuant to such a notice is 60 days after completion of the initial offer period.) In addition, in the event either BetterWorks or the Vendor fails to cure a breach of a Vendor Agreement within 30 days after receiving notice thereof, then the non-breaching party may terminate the Vendor Agreement immediately upon notice given following the expiration of such notice period. A Vendor may not terminate its account until all of its Vendor Agreements have been terminated. Notwithstanding anything herein to the contrary, if BetterWorks terminates a Vendor's account in accordance with these Terms, it may also immediately terminate the Vendor Agreements to which such Vendor is party. All notices shall be done by default online via our platform unless another written agreement is in place allowing other notice.