1. DEFINITIONS

a. “Certification Services” means the services available on the FITWEL portal in connection with the FITWEL standard and any other related certification services.

b. “Company,” “we,” “our,” or “us,” means Active Design Advisors, Inc., Center for Active Design, Inc., and their affiliates.

c. “Content” means any text, graphics, images, information, reports, recommendations, software, audio and video clips, links, logos, icons, and other material, including but not limited to any Reports and our proprietary and confidential information, each as made available to you in connection with the Services.

d. “Information” means information and data that you provide to us or that we collect from you in connection with the Services.

e. “Reports” means reports that we provide to you as part of the Services.

f. “Services” means the services that we make available to you, including without limitation, the Certification Services, the Site, the FITWEL portal.

g. “Site” means our website currently located at fitwel.org, including all subdomains and sites associated with those domains.

h. “You” or “your” refers to the person or entity that has accepted these Terms.

2. CHANGES

We may change these Terms from time to time by notifying you of such changes by any reasonable means, including by making a revised version of these Terms available through the Services. Any changes to these Terms will not apply to any dispute between you and us arising prior to the date on which we made available the revised Terms incorporating such changes, or otherwise notified you of such changes. By accessing or using the Services, or otherwise expressing your assent to these Terms following any changes to these Terms, you accept such changes to these Terms. If you do not wish to be bound by any such revisions to these Terms, you must cease to access and use the Services immediately. By continuing to access or use the Services after the revisions become effective, you agree to be bound by the revised Terms.

3. FEES

Certain Services, including, without limitation, the Certification Services, and Content may be made available to you for a fee. We may change the fees that we charge for such Services and Content at our discretion from time to time. The most current fee structure for the Services and Content can be obtained by contacting info@fitwel.org, or reviewing the Services. If you purchase any Certification Services, you have three (3) years from the date that you render payment for certification of an individual property or site to submit such property or site for FITWEL certification through the FITWEL portal. If you do not submit the property or site for FITWEL certification within the three-year time frame, at our discretion we may consider the certification payment to be forfeited. You will incur a surcharge for services paid via credit card, as noted on your FITWEL invoice. Fees paid for Services, including Services that are paid-for but unused, are non-refundable. Prices stated for Services exclude all applicable taxes unless stated otherwise. Transaction totals with a tax line item may reflect an estimated tax amount. The actual tax amount is calculated based on your shipping location for a single purchase or your location at the time you registered for a recurring service and many vary from the estimated tax. You are solely responsible for paying all taxes.

4. PRIVACY POLICY

You understand that through your access to or use of the Services, you consent to the collection and use of such Information, including the transfer of such Information to the United States and/or other countries for storage, processing and our use. As set forth in the Privacy Policy, the recipients of personal information transferred from the European Union or the United Kingdom to the United States will be bound by EU Model Clauses and/or any equivalent international data transfer contract applicable in the UK. Any Information that you provide to us or that we collect from you is subject to our Privacy Policy located at https://www.fitwel.org/privacy-policy, which governs our collection and use of your information (“Privacy Policy”). As part of providing the Services, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Services and your Services account, which you may not be able to opt-out from receiving.

5. REGISTRATION; USER NAMES AND PASSWORDS

You may need to register an account to access or use all or part of the Services. We may reject, or require that you change, any user name, password or other information that you provide to us in registering for your account. Your user name and password are for your personal use only and should be kept confidential; you, and not us, are responsible for any use or misuse of your user name or password, and you must promptly notify us of any confidentiality breach or unauthorized use of your user name or password, or your account.

6. CERTIFICATIONS; USE OF THE FITWEL MARK

a. As a result of the performance of the Certification Services, each certification provided to you by Company (a “Certification”) may be used for a period of one (1) to three (3) years, depending on the applicable product, upon the effective date of the applicable Certification provided.

b. As a result of the performance of the Certification Services, you may be permitted to use the FITWEL Trademark in conjunction with your Certification. In such case, Company grants you a non-exclusive, non-sublicensable, limited license to use the FITWEL Trademark subject to the following terms:

i. Use of the FITWEL Trademark must comply with the guidelines and restrictions made available at https://www.fitwel.org/fitwel-marketing-guidelines (FITWEL Usage Guidelines), unless otherwise modified herein.

ii. The FITWEL Trademark cannot be materially altered or modified from the depictions provided by Company. Acceptable alteration or modification includes only changes to the size of the depictions provided by Company so long as the proportions remain the same, and using a black and white version of any color FITWEL Trademark provided by Company where necessary or appropriate.

iii. When using the FITWEL Trademark in any form, you must use the ® symbol immediately to the right of the mark.

iv. Your license to use of the FITWEL Trademark is limited to acknowledging that you comply with the Certification Services provided by Company. You may not use the FITWEL Trademark for any other purpose, including creating you are otherwise endorsed or affiliated with Company.

v. Your license to use the FITWEL Trademark may be revoked by Company at any time if you do not comply with the terms of the license set forth in this section. Your license to use the FITWEL Trademark will immediately terminate if Company determines that you are no longer using the Services or are in compliance with any certification standards.

7. INTELLECTUAL PROPERTY

a. All right, title, and interest in and to the Services, the results of the Services, including all Content, and any derivative works of such results, are and will remain the exclusive property of Company and its licensors. If we provide any Reports to you, we hereby grant to you a non-exclusive, paid-up, perpetual, worldwide license during use, reproduce, and display the Reports solely for your internal purposes.

b. We do not claim any ownership over the Information. You hereby grant to us a royalty-free, worldwide, non-exclusive, transferable, sub-licensable, irrevocable and perpetual license to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze and exploit all Information.

c. The trademarks, service marks, and logos of Company (the “Company Trademarks”) used and displayed in connection with the Services are registered and unregistered trademarks or service marks of Company. The FITWEL logo and the FITWEL word mark (the “FITWEL Trademarks”) are registered trademarks or service marks of U.S. Department of Health and Human Services. Other company, product, and service names used and displayed in connection with the Services may be trademarks or service marks owned by other third parties. Nothing in these Terms or otherwise in connection with your access to or use of the Services may be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. All goodwill generated from the use of the Company Trademarks inures to our benefit.

d. You acknowledge and agree that Company may create, collect, analyze, retain, and use data and other information that results or is derived from (i) your use of the Services (“Usage Data”), and (ii) Information that is used solely in a deidentified manner such that the information is no longer personal data under applicable laws (“Derivative Data”), for the purposes of developing, maintaining, operating, improving, or providing the Services and for Company’s other business purposes. For clarity, Usage Data and Derivative Data, and all intellectual property and proprietary rights therein, shall be exclusively owned by Company. In the event you gain or retain any interest in the Usage Data or Derivative Data, you hereby irrevocably assign to Company any and all right, title, and interest in and to any Usage Data or Derivative Data.

e. If you or any of your employees or contractors sends or transmits any communications or materials to Company by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Company is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. You hereby assign to Company all right, title, and interest in any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Company is not required to use any Feedback.

8. RESTRICTIONS IN CONNECTION WITH YOUR USE OF THE SERVICES

a. You may not do any of the following: (i) access, tamper with, or use non-public areas of the FITWEL portal, our computer systems, or the technical delivery systems of our providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the FITWEL portal by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by us (and only pursuant to the terms and conditions governing access to such interfaces), unless you have been specifically allowed to do so in a separate agreement with us; (iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the FITWEL portal to send altered, deceptive or false source-identifying information; (v) interfere with or disrupt (or attempt to do so) the access of any user, host or network to the FITWEL portal, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing, or by scripting the creation of content in such a manner as to interfere with or create an undue burden on the FITWEL portal; (vi) transmit or otherwise make available through or in connection with the FITWEL portal any materials that are or may be: (1) defamatory, libelous, fraudulent or otherwise tortious; (2) obscene, indecent, pornographic or otherwise objectionable, or (3) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner; (viii) harvest or collect information about users of the FITWEL portal; (ix) with our express permission, reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the FITWEL portal; or (x) frame or mirror any portion of the FITWEL portal.

b. You will retain all copyright and other proprietary notices contained in the Content made available to you in connection with the Services. You may not sell or modify the Content or reproduce, display, distribute, or otherwise use the Content in any way for any public or commercial purpose. We reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of Company, its users and the public. Company does not disclose personally identifying information to third parties except in accordance with our Privacy Policy.

9. PERFORMANCE OF THE SERVICES

a. Subject to the terms of these Terms, Company will provide you access to and use of: (i) the Services solely for your and your employees or contractors’ internal use; and (ii) the product documentation provided by Company in connection with the Services solely for your internal use in connection with your use of the Services.

b. We will assign to perform the Services employees or subcontractors that we deem to have suitable qualifications to perform the Services. We may replace or change such employees and subcontractors in our sole discretion. Company warrants to you that the Services will be performed in a professional and workmanlike manner. In the event of a breach of the warranty set forth in this Section, our sole and exclusive obligation and your sole and exclusive remedy, is for us to use commercially reasonable efforts to modify or correct the applicable Services.

10. THIRD PARTY LINKS

The Services may contain links to websites that we and our affiliates do not own, operate, or control. All such links are provided solely as a convenience to you. If you use these links, you will leave the Services. We are not responsible for any content, materials, or other information located on or accessible from any other website. We do not endorse, guarantee, or make any representations or warranties regarding any other websites, or any content, materials or other information located or accessible from any other websites, or the results that you may obtain from using any other websites. If you access any other websites linked to or from the Services, you do so entirely at your own risk.

11. REPRESENTATIONS AND WARRANTIES

You hereby represent and warrant that: (a) your use of the Services, the results of the Services, including all Content, and any derivative works of such results will comply with all applicable laws; (b) you have all necessary rights, licenses and consents, and have provided all necessary notices required by applicable laws to submit, transmit, provide, receive, access and/or use the Information, including any personal information therein, and any other content you provide, receive, access and/or use through or in connection with the Services; (c) you are solely responsible for the accuracy, content, and legality of all Information; and (d) the Information and Company’s use or distribution thereof as contemplated by these Terms will not result in (i) any violation of applicable laws or infringement or misappropriation of any rights of any third party, including without limitation any intellectual property right or privacy right, (ii) any liability from Company to any third party, or (iii) the payment by Company of any fees to any third party.

12. CONFIDENTIALITY

a. You agree to retain in confidence the non-public information and know-how disclosed to you pursuant to these Terms which is either designated in writing as proprietary and/or confidential, if disclosed in writing, or if disclosed orally, is designated in writing (which may be via email) as confidential within thirty (30) days of the oral disclosure or should reasonably be understood to be confidential by you (the “Confidential Information”). Notwithstanding any failure to so designate them, Services, the results of the Services, including all Content, and any derivative works of such results shall be Company’s Confidential Information. You agree to: (i) preserve and protect the confidentiality of Company’s Confidential Information, using at least the same degree of care which you use to prevent the disclosure of your own confidential information of like importance, but in no event less than reasonable care; (ii) refrain from using the Company’s Confidential Information except as contemplated herein; and (iii) not disclose such Confidential Information to any third party except to employees, officers, affiliates, controlling stockholders, agents, advisors, subcontractors and other representatives as is reasonably required in connection with the exercise of its rights and obligations under these Terms (and only subject to binding use and disclosure restrictions at least as protective as those set forth herein). You agree to promptly notify Company of any unauthorized disclosure or use of any Confidential Information and to assist Company in remedying such unauthorized use or disclosure by taking such steps as are reasonably requested. Notwithstanding the foregoing, Confidential Information shall not include information which is: (1) already publicly known without breach of these Terms; (2) discovered, created or independently developed by you without use of, reliance upon, or reference to, the Confidential Information of Company, as shown in your records; (3) otherwise known to you through no wrongful conduct, or (4) required to be disclosed by law or court order; provided that you shall provide prompt notice thereof and commercially reasonable assistance to Company to enable Company to seek a protective order or otherwise prevent or restrict such disclosure.

b. You agree and acknowledge that any breach or threatened breach of this Section may cause irreparable injury to Company and that, in addition to any other remedies that may be available, in law, in equity or otherwise, Company shall be entitled to seek injunctive relief against the threatened breach of these terms or the continuation of any such breach by you, without the necessity of proving actual damages or posting any bond, in addition to any other rights or remedies provided by law.

13. DISCLAIMER

a. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, WE PROVIDE THE SERVICES AND CONTENT ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DO NOT PROVIDE WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES THAT (I) THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THE SERVICES WILL MEET YOUR EXPECTATIONS, (V) THAT THE SERVICES WILL FULLY MITIGATE, PREVENT, OR OTHERWISE ENSURE AGAINST BACTERIAL, VIRAL, OR FUNGAL CONTAMINATIONS OR INFECTIONS, OR (VI) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. YOU AGREE THAT IT IS YOUR SOLE AND EXCLUSIVE RESPONSIBILITY TO MAINTAIN THE SAFETY AND SECURITY OF YOUR REAL AND PERSONAL PROPERTY; THE SAFETY AND SECURITY OF ANY EMPLOYEES, GUESTS (INVITED OR UNINVITED), OR ANY OTHER INDIVIDUAL ON YOUR PREMISES; AND THAT YOUR USE OF THE SERVICES DOES NOT INDICATE ANY AGREEMENT THAT COMPANY WILL ASSUME ANY RESPONSIBILITY FOR THE SAME.

b. THE NOVEL CORONAVIRUS, COVID-19, HAS BEEN DECLARED A WORLDWIDE PANDEMIC BY THE WORLD HEALTH ORGANIZATION. RESEARCH ON COVID-19 IS STILL IN ITS INITIAL STAGES AND MEDICAL KNOWLEDGE IS EVOLVING. WHILE COMPANY SEEKS TO TIMELY INCORPORATE THE MOST CURRENT MEDICAL KNOWLEDGE IN THE CONTENT THAT WE MAY MAKE AVAILABLE TO YOU IN CONNECTION WITH COVID-19, IT IS NOT AT THIS TIME POSSIBLE TO PREVENT AGAINST THE PRESENCE OF THE DISEASE. YOU VOLUNTARILY ASSUME THE RISK THAT YOU OR SOMEONE TO WHOM YOU MAY BE LIABLE MAY BE EXPOSED TO OR INFECTED WITH A VIRUS, BACTERIA, OR FUNGUS, INCLUDING BUT NOT LIMITED TO COVID-19, EVEN WHILE UTILIZING THE CONTENT AND THAT SUCH EXPOSURE OR INFECTION MAY RESULT IN PERSONAL INJURY, ILLNESS, PERMANENT DISABILITY, AND/OR DEATH. YOU UNDERSTAND THAT THE RISK OF BECOMING EXPOSED TO OR INFECTED WITH A VIRUS, BACTERIA, OR FUNGUS, INCLUDING BUT NOT LIMITED TO COVID-19, MAY RESULT FROM THE ACTIONS, OMISSIONS, OR NEGLIGENCE OF OTHERS, INCLUDING BUT NOT LIMITED TO COMPANY EMPLOYEES AND OTHER USERS OR CONTENT.

c. BY USING THE CONTENT, YOU AGREE YOU HAVE READ AND UNDERSTOOD THE ABOVE WARNING CONCERNING VIRAL, BACTERIAL, AND FUNGAL RISKS, INCLUDING COVID-19, AND YOU HEREBY CHOOSE TO ACCEPT THAT THE RISK OF CONTRACTING A VIRUS, BACTERIA, OR FUNGUS, INCLUDING BUT NOT LIMITED TO COVID-19, STILL EXISTS EVEN WHEN USING THE CONTENT TO MITIGATE SUCH RISK.

14. LIMITATION OF LIABILITY

a. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (I) COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTORY, OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE OR DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF SUBMISSIONS (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF ANY SUBMISSIONS), PERSONAL INJURY AND/OR DEATH, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; (II) WITHOUT LIMITING THE FOREGOING, COMPANY WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SERVICES OR CONTENT; (III) YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES OR CONTENT OR FOR ANY INJURY OR DAMAGE CLAIMED UNDER CONTRACT, TORT, OR ANY OTHER THEORY IS TO STOP USING THE SERVICE OR CONTENT; AND (IV) THE MAXIMUM AGGREGATE LIABILITY OF COMPANY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, IN CONNECTION WITH THESE TERMS, OR CONTENT SHALL BE THE GREATER OF (1) TOTAL AMOUNT, IF ANY, PAID BY YOU TO COMPANY IN CONNECTION WITH YOUR USE OF THE SERVICES IN THE PRECEDING TWELVE (12) MONTH PERIOD, OR (2) FIFTY (50) U.S. DOLLARS.

b. AS MEDICAL KNOWLEDGE OF ALL VIRUSES, BACTERIA, AND FUNGI (INCLUDING, BUT NOT LIMITED TO, COVID-19) IS CONSTANTLY EVOLVING, YOU AGREE THAT COMPANY WILL DETERMINE, IN ITS SOLE DISCRETION, THE APPROPRIATE CHANGES AND TIMING OF SUCH CHANGES TO THE SERVICES IN RESPONSE TO NEW, DIFFERENT, OR EVEN CONFLICTING MEDICAL KNOWLEDGE. YOU AGREE THAT COMPANY’S DETERMINATION AS TO THE APPROPRIATE CHANGES AND TIMING OF SUCH CHANGES TO THE SERVICES IN RESPONSE TO NEW, DIFFERENT, OR EVEN CONFLICTING MEDICAL KNOWLEDGE WILL NOT CONSTITUTE GROSS NEGLIGENCE IN ANY CIRCUMSTANCES.

c. NOTWITHSTANDING ANY OTHER PROVISION IN THESE TERMS (INCLUDING, IN PARTICULAR, THE PRECEDING PARTS OF THIS SECTION 11 AND SECTION 10), NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE THE LIABILITY OF EITHER PARTY FOR FRAUD (INCLUDING FRAUDULENT MISREPRESENTATION), DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF SUCH PARTY (OR ITS OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS OR SUBCONTRACTORS).

15. INTERNATIONAL USERS

The Services are controlled, operated and administered by Company from its offices within the United States. We make no representation that the Services are appropriate or available for use at other locations outside the United States, and access to the Services from territories where the Services are illegal is prohibited. If you access the Services from a location outside the United States, you are responsible for compliance with all local laws.

16. INDEMNIFICATION

You will defend, indemnify, and hold Company and any affiliated entity or individual harmless from any and all liabilities, costs, and expenses, including reasonable attorneys’ fees, related to or in connection with (a) the performance of the Services, your use of the Content, or any Information or other submissions that you provide in connection with the Services (including any and all claims by third parties against you and/or Company involving, relating to, or allegedly impacted by your use of the Services); (b) your violation of these Terms; (c) your violation of any third party right, including without limitation any right of privacy, publicity rights, or intellectual property rights; (d) your violation of any law, rule, or regulation of the United States or any other country; or (e) any other party’s access to or use of the Services with your unique username, password, or other appropriate security code.

17. TERM; TERMINATION

a. Unless earlier terminated in accordance with this Section, these Terms and the rights granted hereunder shall be effective as of the Effective Date and shall continue through the term selected during the purchase of the applicable Company product or service.

b. We reserve the right, in our sole discretion, to restrict, suspend, or terminate these Terms and your access to and use of all or any part of the Services immediately if we suspect that you have violate any provisions of these Terms.

c. Sections 1, 3, 4, 6, 7, 8, 10, 11, 12 (for three (3) years after termination or expiration of these Terms or, with respect to trade secrets, until such trade secrets are no longer protected as such under applicable laws), 13, 14, 16, this 17(c), and 18 shall survive termination of these Terms.

18. MISCELLANEOUS

a. You agree that all matters relating to your access to or use of the Services, including all disputes, will be governed by the laws of the United States and by the laws of the State of New York without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in New York County, New York, and waive any objection to such jurisdiction or venue. You agree that venue in the state and federal courts in New York County, New York, are the exclusive venue for any dispute under, regarding, or in any way related to the Services. Any claim under these Terms must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. If you are a federal, state, or local government entity in the United States using the Services in your official capacity and legally unable to accept the controlling law, jurisdiction or venue clauses above, then those clauses do not apply to you. For such U.S. federal government entities, these Terms and any action related thereto will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of New York (excluding choice of law).

b. If a written Memorandum of Understanding was agreed-upon between you and Company, these Terms are subject to that Memorandum of Understanding. Any Memorandum of Understanding, these Terms, and our Privacy Policy are the entire and exclusive agreement between Company and you regarding the Services (excluding any services for which you have a separate agreement with Company that is explicitly in addition or in place of these Terms), and, with the exception of any Memorandum of Understanding, these Terms supersede and replace any prior agreements between Company and you regarding the Services.

c. Each party acknowledges that in entering into these Terms (and any document to be entered into pursuant to it), it is not relying on any statement, representation, assurance or warranty of any person that is not set out in these Terms (or any document referred to in it). Each party waives all rights and remedies which, but for this clause, might otherwise be available to it in respect of any such statement, representation, assurance or warranty. The only remedy available for any statement, representation, assurance or warranty set out in these Terms (or any document referred to in it) is for breach of contract in accordance with these Terms. Nothing in these Terms shall, limit or exclude any liability for fraud or fraudulent misrepresentation.

d. These Terms do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and us. If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision. Our failure to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. You may not assign, transfer or sublicense any or all of your rights or obligations under these Terms without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under these Terms without restriction.

e. If you have any questions regarding these Terms, please contact us by email at info@fitwel.org, or please write to the following address: Active Design Advisors, Inc., 49 Flatbush Avenue, Suite 140, Brooklyn, NY 11217.