Terms of Service

1. Introduction

These Terms of Service (the “Terms of Service”, “Terms”, or “Agreement”) are made between OfficeLuv Inc. and its affiliates (“OfficeLuv”) and the company agreeing to these Terms (“you”), as a user of certain office and/or software services offered on the OfficeLuv website or otherwise offered by OfficeLuv (“Services”). The OfficeLuv Privacy Policy is hereby incorporated by reference into these Terms of Service.

Before using the Services, please read carefully the following Terms of Service and the OfficeLuv Privacy Policy. BY CLICKING “ACCEPT”, REGISTERING FOR AND/OR ACCESSING, RECEIVING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, INCLUDING THE PRIVACY POLICY. YOU HEREBY ACKNOWLEDGE THAT YOU HAVE RECEIVED A COPY OF THESE TERMS OF SERVICE AND A COPY OF OFFICELUV’S PRIVACY POLICY. IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS OR OFFICELUV’S PRIVACY POLICY, YOU MUST IMMEDIATELY TERMINATE YOUR USE OF THE SERVICES AND YOU MAY NOT USE THE SERVICES UNTIL YOU AGREE TO THESE TERMS OF SERVICE AND OFFICELUV’S PRIVACY POLICY.

2. Registration

In order to access the Services, you may be required to register and create an account. You represent and warrant that the information you provide to OfficeLuv upon registration and at all other times is and will be true, accurate, current, and complete. You also represent and warrant that you will ensure that this information is kept accurate and up-to-date at all times. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer and you are responsible for all activities that occur under your account. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft, or unauthorized disclosure or use of your account ID or password), you must immediately notify your OfficeLuv point of contact. You agree that OfficeLuv may use and disclose your account information and other information you provide hereunder as permitted pursuant to the Privacy Policy.

3. Modification of the Terms

OfficeLuv reserves the right, at our discretion, to change, modify, add, or remove portions of these Terms of Service at any time. Any such material modifications will take effect on the earliest of the date you indicate your assent by clicking “Accept”, continuing to use the Services, and 30 days after OfficeLuv’s notice of the changes by updating the copy of these Terms of Service available on the Services. If at any time you disagree with the Terms of Service or any modifications thereof, you shall cease using the Services. Your continued use of the Services after the revised Terms of Service become effective indicates that you have read, understood, and agreed to the revised Terms of Service. Without limiting the foregoing, OfficeLuv may terminate these Terms and its relationship with you at any time providing you with written notice of such termination.

4. Performance of Services

To the extent needed for us to provide Services or as you request us to provide as part of the Services, we may provide office supplies, food and beverage, and other supplies and equipment (which may include cleaning supplies, vacuums and other equipment), which may result in additional cost to you. Our teams are trained using our own supplies and equipment and, accordingly, we are not trained to operate other equipment or to know which other products are safe to use on certain surfaces. If you insist that your own products or equipment are used, we are not liable for any damage to any of your property. If you are or become aware that any of your property is not compatible with the supplies or equipment we use,you will let us know immediately.

Either party may terminate these Terms of Service at any time in the event the other party materially breaches these Terms of Service and fails to cure such breach within 15 days of receiving a written notice of such breach. Otherwise, unless set forth otherwise on a services order form entered by the parties, these Terms of Service shall continue in effect for one (1) year from the date that Services begin, and shall automatically renew thereafter for successive 1-month terms, until otherwise terminated by either party, for any reason, upon giving written notice of cancellation by mail or email not less than 30 days prior to any such renewal date (such cancellation to become effective upon expiration of the then-current 1-month term). In the event of a change in existing law as it pertains to the Services, we reserve the right to revise our pricing or terminate this Agreement, as provided in these Terms of Service.

5. Fees

The fees for the Services, if any, are as described on the Services or under a separate order form or other document entered with OfficeLuv. At the time of registration or access you may be asked to provide your credit card, debit card, or other such payment information on the Services and may be billed by OfficeLuv for services rendered. Unless otherwise agreed to by OfficeLuv and You, Your monthly invoice will be charged in full to your bank account or credit card (which will be securely maintained with our payments processor) in advance on or around the 5th of each month in which Services are provided. Undisputed invoices not paid within 30 days will accrue interest at 1.5% per month (or, if less, the highest rate permissible under applicable law). As the costs of labor and materials increase, we may occasionally be forced to change our pricing. If we do, we will let you know, and such price increases will be effective 30 days after such notice.

6. Grant of Rights; Ownership

The Services, including the content, visual interfaces, interactive features, information, graphics, design, compilation, products, software, services, OfficeLuv trademarks, logos, videos and audio, and all other elements of the Services (“ OfficeLuv Materials ”) are owned and/or licensed by OfficeLuv. OfficeLuv hereby grants you the right to access and read the OfficeLuv Materials solely for the internal operation of your business. Nothing herein gives you any right to download, reproduce, copy, distribute or create derivative works based on any OfficeLuv Materials. OfficeLuv reserves all rights not expressly granted in these Terms of Service. You shall not acquire any right, title, or interest to the OfficeLuv Materials, except for the limited rights set forth in these Terms of Service.

To the extent needed by us to provide you with Services, you will grant us access to your office, including a revocable license to enter your property and three (3) complete sets of keys (and key fobs/proximity cards). These keys will only be used according to your agreed schedule. If we can’t promptly access your offices during the schedule we agree to, you understand that we may charge an additional fee to recover any loss we experience as a result. You also understand that we observe the following holiday schedule, and are closed for the entire day, unless otherwise noted: New Years Eve; New Years Day; Martin Luther King Day; Memorial Day; Independence Day; Labor Day; Veterans Day; Thanksgiving Day; Christmas Eve; Christmas Day. All observed holidays are non-refundable and will incur additional charges should service be requested. (All times are local standard time for your location). We may change or modify the foregoing list at any time in our discretion.

7. Prohibited Uses

OfficeLuv reserves the right to investigate and suspend or terminate at any time your use of the Services if you have misused the Services, or behaved in a way that could be regarded as inappropriate or unlawful or illegal, in each case in OfficeLuv’s sole discretion. The following is a partial list of the type of actions that you may not engage in with respect to the Services:

In addition to the foregoing non-limiting list, during the term of this Agreement and for twelve (12) months thereafter, you will not, and will not assist or otherwise enable any third party to, and will cause your affiliates, employees, independent contractors, agents and advisors not to, directly or indirectly, on behalf of itself or any other person or entity, by any means whatsoever, to solicit or hire any officer, director, member, manager, employee or contractor of OfficeLuv or any affiliate thereof. If you breach this clause, you will pay OfficeLuv the onboarding costs and expenses incurred by OfficeLuv in replacing such solicited or hired individual, plus a fee equal to the total annual pay such solicited or hired individual would have been due had such individual been engaged for twelve (12) months after the date of such solicitation or hire.

8. Service Availability

OfficeLuv may make changes to or discontinue any of the data availability, media, products, or other services available within the Services, including any or all of the OfficeLuv Materials, at any time, and without notice. The OfficeLuv Materials may be out of date, and OfficeLuv makes no commitment to update information or materials on the Services.

9. Indemnification

You agree to indemnify and hold harmless OfficeLuv, and its affiliates and any related companies (including those which share substantially common ownership), and the equity holders, officers, directors, employees, and agents of any of them from any and all claims, losses, obligations, damages, liabilities, costs, debt, and expenses (including attorney’s fees) arising out of: (i) your use or misuse of the Services and/or OfficeLuv Materials; (ii) your violation of these Terms of Service; (iii) your violation of the rights of any other person or entity; (iv) your breach of the representations, warranties, and covenants set forth in these Terms of Service; and (v) any unauthorized use of your account not caused by a breach of OfficeLuv security. OfficeLuv reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of OfficeLuv. OfficeLuv will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

10. No Warranty

You expressly acknowledge that as used in this Section, the term OfficeLuv includes OfficeLuv’s equity holders, officers, directors, employees, agents, affiliates and subcontractors.

No Warranties

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, OFFICELUV DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED REGARDING OFFICELUV, THE OFFICELUV MATERIALS AND THE SERVICES, INCLUDING THEIR FUNCTIONALITY AND ACCURACY, AND INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AND ANY WARRANTY ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE.

“As is” and “As available” and “With all faults”

You expressly agree that the use of the Services and the OfficeLuv Materials is at your sole risk. The Services, OfficeLuv Materials, and any third-party data, content, software, services, reference sites, or applications made available in conjunction with or through the Services are provided on an “as is”, “where is” and “as available”, “with all faults” basis and without warranties or representations of any kind, either express or implied. OfficeLuv does not warrant that the OfficeLuv Materials, content, Services, reference sites, or any other information offered on or through the Services or any reference sites will be uninterrupted, or free of errors, viruses, or other harmful components and does not warrant that any of the foregoing will be corrected or correctable. If you are accessing or using the Services, you do so at your own risk and you are responsible for compliance with applicable law.

11. Limitation of Liability and Damages

UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, INCLUDING NEGLIGENCE, SHALL OFFICELUV OR ITS EQUITY HOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES AND SUBCONTRACTORS BE LIABLE FOR LOSS OF PROFIT, LOSS OF DATA, COST OF REPLACEMENT GOODS OR SERVICES, ANY OTHER ECONOMIC OR OTHER LOSS, OR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THAT RESULT FROM YOUR USE OR INABILITY TO USE THE OFFICELUV MATERIALS OR ANY REFERENCE SITES, THE SERVICES THEMSELVES, OR ANY OTHER INTERACTIONS WITH OFFICELUV, EVEN IF OFFICELUV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY SET FORTH IN THESE TERMS OF SERVICE. YOU AGREE THAT ANY CAUSE OF ACTION BROUGHT BY YOU ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. IN NO EVENT SHALL OFFICELUV OR ITS EQUITY HOLDERS, OFFICERS, DIRECTORS, AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR YOUR USE OF THE SERVICES (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE) EXCEED THE GREATER OF $100 USD OR THE TOTAL AMOUNTS YOU PAID TO OFFICELUV HEREUNDER, IF ANY, DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

12. Miscellaneous

(a) Notice . When you visit the Services you are communicating with OfficeLuv electronically. You consent to receive communications from OfficeLuv electronically. Although OfficeLuv may choose to communicate with you by regular mail, OfficeLuv may also choose to communicate with you by e-mail, voice or by posting notices on the Services. You agree that all agreements, notices, disclosures and other communications that OfficeLuv provides to you electronically satisfy any legal requirement that such communications be in writing.

(b) Governing Law . These Terms of Service shall be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to any principles of conflicts of law. Subject to the terms of Section 13, the parties agree that the federal and state courts in Cook County of Illinois will have exclusive jurisdiction and venue under this Agreement, and each party hereby agrees to submit to such jurisdiction exclusively.

(c) Waiver . A provision of these Terms of Service may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of a party to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision.

(d) Severabilit y. If any provision of these Terms of Service shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Service and shall not affect the validity and enforceability of any remaining provisions.

(e) Assignment . The Terms of Service and any rights and licenses granted hereunder, may not be transferred or assigned by you without OfficeLuv’s written authorization. OfficeLuv may freely assign these Terms of Service. Any assignment attempted to be made in violation of these Terms of Service shall be void.

(f) Eligibility . You must be at least eighteen (18) years of age to register or otherwise use the Services. By using the Services, you represent and warrant that you have the right, authority and capacity to enter into these Terms of Service and to abide by all of the terms and conditions of the Terms of Service.

(g) Dissatisfaction with the Services . If you are dissatisfied with the Services or have a complaint regarding any user of the Services, please contact your OfficeLuv contact person. Your input is valuable to us and we take your complaints seriously. Your only remedy with respect to any dissatisfaction with (i) the Services, (ii) any term of these Terms of Service, (iii) any policy or practice of OfficeLuv in operating the Services, or (iv) any content or information transmitted through the Services, is to terminate these Terms of Service and your account by immediately ceasing use of the Services. You may terminate these Terms of Service at any time by closing your account and discontinuing your use of any and all parts of the Services and providing written notice of termination to OfficeLuv.

(h) Insurance . When you allow us to provide our first Service to you, you agree that our insurance is adequate and satisfactory to you. You also agree to have adequate insurance to cover your own personnel and property against any loss or damage that occurs and is not our fault; and you will indemnify and hold us harmless for any of those types of claims or losses.

(i) Independent Contractors . We, including our staff, are independent contractors to you. We are not employees, partners or joint venturers with you in any way. We will have sole direction and control of our staff. Please direct any concerns you have regarding our staff to OfficeLuv administration, and not to staff providing you with Services. OfficeLuv may freely engage third party independent contractors to perform Services under these Terms of Service.

(j) Force Majeure . You agree that we may make any necessary changes, including to the schedule for providing your Services, if an incident of force majeure or an act of nature occurs, such as an earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, boycott or similar events. Where commercially reasonable, we will either reimburse a pro-rated amount for the cancelled shift or reschedule for a later date, at our option and after discussing this with you.

13. Contacting Us

If you have any other questions or concerns regarding these Terms of Service, please contact us at:

OfficeLuv Media, Inc.
1165 N. Clark Street, Suite 302
Chicago, IL 60610
[email protected]

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