Terms of Service

THESE FOUNDING MEMBERSHIP TERMS AND CONDITIONS (THESE “TERMS”) GOVERN THE FOUNDING MEMBER RESERVATION FOR ACCESS TO THAT CERTAIN SUBSCRIPTION SOFTWARE EDUCATION SERVICE KNOWN AS THE “WELL BUILT LIBRARY” (THE “SERVICE”) OFFERED BY WELL BUILT SOLUTIONS, LLC, A TEXAS LIMITED LIABILITY COMPANY (“WBS”). IT IS IMPORTANT THAT YOU READ AND UNDERSTAND THE FOLLOWING TERMS. BY CHECKING THE BOX AND CLICKING “AGREE”, SUBMITTING PAYMENT OR OTHERWISE PROCEEDING, THE ENTITY OR PERSON ACCEPTING THESE TERMS (“CUSTOMER”) AGREES TO THESE TERMS.

THESE TERMS GOVERN ONLY THE FOUNDING MEMBER RESERVATION AND ONBOARDING PRIOR TO EXECUTION OF A SUBSEQUENT MASTER SERVICES AGREEMENT (“MSA”). PRODUCTION USE OF THE SERVICE WILL BE GOVERNED BY THE MSA. IF THE MSA CONFLICTS WITH THESE TERMS, THE MSA SHALL CONTROL WITH RESPECT TO SUCH CONFLICT FROM THE EFFECTIVE DATE OF SUCH MSA.

1. Founding Membership; Deposit; Eligibility.

1.1.     Effective Date; Founding Member Signup Window. The effective date of these Terms is the date Customer executes or electronically accepts these Terms (the “Effective Date”). The Founding Member signup window shall be from the Effective Date through November 14, 2025 (the “Founding Member Signup Window”).

1.2.     Deposit. To secure eligibility to be a founding member of the Service, Customer must pay a non-refundable One Thousand and No/100 Dollars ($1,000.00) deposit (the “Deposit”). The Deposit shall be refundable only if WBS fails to deliver subscription access to the Service by March 1, 2026 (the “Outside Date”).

1.3.     Workday Learning; Media Cloud. Customer acknowledges and agrees that WBS cannot deliver the Service unless: (a) Customer maintains an active license to Workday Learning sufficient to import and operate the Service’s content within Customer’s Workday tenant (the “Tenant”); and (b) Customer has signed up for Workday’s Media Cloud, which may be done by signing a zero-Dollar Order Form that can be requested from Customer’s Account Executive or Customer Success Manager, as applicable. Upon WBS’s request, Customer must provide reasonable evidence of satisfaction of the foregoing conditions. If either of the foregoing conditions is not satisfied prior to the scheduled delivery of the Service, WBS shall have no obligations under these Terms.

1.4.     Non-Binding Reservation. Nothing contained herein shall obligate Customer to execute the subsequent MSA for WBS to provide the Service, which will require further payment and execution of the MSA. However, Customer shall not be entitled to a return of the Deposit after the execution of these Terms, and such Deposit shall be non-refundable for all purposes except as expressly provided in these Terms.

1.5.     Founding Member. Upon WBS’s receipt of Customer’s Deposit, and provided Customer is one of the first fifty (50) customers to duly enter into these Terms (as determined by WBS’s good faith order-of-receipt records), Customer will have made a reservation to be a Founding Member (a “Founding Member Reservation”) and will be eligible to be a founding member of the Service (“Founding Member”). Upon both (i) WBS’s receipt of Customer’s Deposit and (ii) Customer’s execution of the MSA, in each case prior to the expiration of the Founding Member Signup Window and provided that Customer shall have successfully made a Founding Member Reservation pursuant to the foregoing sentence, Customer shall become a Founding Member and be entitled to the Founding Discount (as defined below).

2. Pricing; Term; Renewal; Termination.

2.1.     Founding Member Pricing; First-Year Discount; Subsequent Renewals. For the initial annual subscription term under the MSA beginning upon activation under these Terms, the annual subscription fee will reflect a one-time discount of twenty percent (20%) off of WBS’s then-current list price for the subscribed configuration purchased at checkout (the “Founding Discount”) for Founding Members only. The Founding Discount applies only to base subscription fees for the usage tier included in Customer’s initial order and does not apply to any add-ons, expansions, overages, professional services, third-party pass-through fees, taxes, or duties, all of which will be billed at WBS’s then-current rates. The Founding Discount is non-recurring, non-transferable, and may not be combined with other promotions or discounts. Mid-term expansions (e.g., higher usage tiers) will be charged pro-rata at WBS’s then-current rates, and Founding Members shall be entitled to receive the Founding Discount for such mid-term expansion. For the second year and each year thereafter, the subscription (if renewed) will be priced at WBS’s then-current rates for the configuration elected at renewal. Consistent with Sections 2.2 and 2.3, Customer has no obligation to renew and may choose whether to renew at the then-current price. If Customer elects to renew, the renewal fees will be invoiced and charged at the then-current rates in effect at the time of renewal.

2.2.     Term; Auto-Renewal. The subscription initial term, renewal mechanics, and any notice periods will be set forth in the MSA and applicable order documents. For planning purposes only, WBS’s standard practice is an initial one-year term with annual auto-renewal at WBS’s then-current rates unless canceled in advance.

2.3.     No Founding Discount Without Deposit. Customer shall not be eligible for Founding Member benefits (including the Founding Discount) unless WBS receives the Deposit from Customer.

2.4.     Invoicing; Payment Terms; Taxes; Nonpayment Remedies.

(a)  Invoice Date. WBS will issue an invoice for the first-year subscription fees (less a credit for the Deposit) on December 15, 2025 to the billing contact designated by Customer.

(b)  Net 30. All invoices are due within thirty (30) calendar days of Customer’s receipt (i.e., on a “Net 30” basis) in U.S. dollars via ACH, wire, or accepted card. For clarity, ‘receipt’ of an invoice means the earlier of (i) the timestamp on WBS’s email transmission to Customer’s billing contact; or (ii) Customer’s actual receipt. Customer shall be responsible for any bank or transfer fees and any card processing surcharges where permitted by law.

(c)  Taxes. WBS’s listed annual subscription fees and other charges are exclusive of taxes, duties, and similar charges (collectively, “Taxes”). Customer is responsible for all Taxes related to its purchase (excluding WBS’s income taxes). Valid exemption certificates must be provided before the invoice date; otherwise, applicable Taxes will be added and invoiced.

(d)  No Setoff or POs. Customer’s payment obligations are not contingent on purchase order (“PO”) issuance, funding, or any third-party payment. No setoff or withholding is permitted. If Customer requires a PO number, Customer will provide it by December 12, 2025. Lack of a PO shall not entitle Customer to an extension of the due date.

(e)  Late Charges; Collections. Overdue amounts shall accrue a late charge of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, if lower) plus reasonable costs of collection, including attorneys’ fees.

(f)    Payment Disputes. If Customer disputes in good faith any invoiced amount, it must notify WBS in writing within fifteen (15) days of receipt of such invoice, describing the basis of the dispute in reasonable detail. Customer will timely pay all undisputed amounts, and the parties will work in good faith to resolve the dispute. Late charges and suspension under Section 2.4(g) will not apply to properly disputed amounts while the dispute is pending.

(g)  Remedies for Nonpayment. Failure to pay any undisputed amount when due is a material breach of these Terms. Without limiting other rights, WBS may suspend onboarding, installation and Service access, delay scheduling, and/or terminate the Founding Member Reservation after ten (10) days’ written notice if the past-due amount remains unpaid. Any delay or failure caused by Customer’s nonpayment is a Customer-caused delay and does not trigger any refund right, including the Deposit refund in Section 1.2. WBS may retain the Deposit and reallocate installation capacity.

(h)  Application; Non-Refundability. Payments will be applied first to the oldest outstanding charges. Except as expressly stated in these Terms (including Section 1.2), all fees are non-refundable.

2.5.     Termination. WBS may terminate the Terms in case of Customer’s failure to comply with the Terms. Before any termination for Customer’s breach, WBS will give Customer a reasonable warning or cure period, except if the nature of the breach justifies immediate termination, taking into account both Customer’s and WBS’s legitimate interests. WBS may, however, temporarily suspend and/or restrict Customer’s account in the event of other breaches if the suspension and/or restriction is proportional to the severity of the breach, also taking into account any prior breaches.

3. Onboarding; Execution of MSA.

3.1.     Onboarding Email. Following WBS’s receipt of the Deposit, WBS will email Customer instructions containing next steps, including access prerequisites and a request to schedule installation and subscription activation of the Service and other required onboarding procedures.

3.2.     MSA Deadline. Customer must sign WBS’s MSA by Friday, December 12, 2025 (the “MSA Deadline”) in order to remain a Founding Member and be entitled to Founding Member benefits (including the Founding Discount). Failure to sign by the MSA Deadline shall result in the loss of Founding Member status for Customer, at which point Customer shall no longer be entitled to the Founding Discount for the Service.

3.3.     Preconditions to Installation and Activation. WBS will not schedule or perform installation, and will not activate the subscription, until: (a) Customer has duly executed the MSA; and (b) WBS has received full payment of the first-year subscription fees in accordance with Section 2.4. Failure to timely pay any undisputed amount is a material breach and may result in suspension, delay, or termination as set forth in Section 2.4(g). Any resulting schedule slippage is a Customer-caused delay and does not trigger any refund right (including under Section 1.2); WBS may reallocate installation capacity and retain the Deposit.

4. Delivery; Installation; Access Dates.

4.1.     Coordination. After Customer pays WBS the subscription fees for the initial term, WBS will target the coordination of installation of the Service to Customer’s Workday tenant (“Tenant”) during the last two (2) weeks of January, 2026. Customer must timely provide required Tenant access and technical cooperation.

4.2.     Access Date; Tolling; Effect of Nonpayment. WBS will use commercially reasonable efforts to provide subscription access to the Service by February 1, 2026 (the “Target Access Date”), and in any event no later than the Outside Date. The Outside Date is automatically extended, day-for-day, for any Customer-caused delay, including without limitation: (i) late or nonpayment under Section 2.4 (including enforcement under Section 2.4(g)); (ii) failure to execute the MSA by the MSA deadline; (iii) failure to provide required Tenant access, technical prerequisites, or timely cooperation; or (iv) Customer-requested changes. For the avoidance of doubt, the Deposit refund in Section 1.2 applies only if WBS fails to deliver access by the Outside Date as so extended; no refund is owed where delay results from Section 2.4(g) or any other Customer-caused condition. Further, in no event shall WBS have any liability whatsoever for failing to deliver the Service by the Target Access Date, and in the event that WBS fails to deliver subscription access to the Service by the Outside Date, Customer’s sole and exclusive remedy hereunder shall be the return of Customer’s Deposit to Customer.

4.3.     Service Changes; Updates. WBS may, in its sole and absolute discretion, modify or update the Service, features, and interfaces from time to time (including for security, legal, or performance reasons) and may suspend features to protect the service and infrastructure, with reasonable notice where practicable and immediate changes where necessary.

5. Independence from Workday; Customer Responsibilities.

5.1.     Non-Affiliation. Customer acknowledges that WBS is independent and not affiliated with, endorsed by, or sponsored by Workday, Inc. (together with its affiliates, “Workday”), and nothing contained herein or in the Services shall indicate, implicitly or explicitly, that WBS is affiliated with, endorsed by, or sponsored by Workday. Customer must comply with all Workday terms that apply to Customer’s Tenant and application programming interfaces (“APIs”).

5.2.     Customer Representations and Warranties. Customer represents and warrants it has all rights, permissions, and authorizations to grant WBS access to Customer’s Workday Tenant and data and to receive the Service without infringing on third-party rights (including Workday’s). Customer will maintain its own Workday licenses and compliance.

5.3.     Acceptable Use. Customer may use the Service (including the Well Built Library, related documentation, onboarding materials, connectors, APIs, software development kits, and any WBS portals or tools) solely for Customer’s internal knowledge transfer and enablement, by authorized users (“Authorized Users”) within the scope of the order and these Terms (“Acceptable Use”). Customer is responsible for ensuring that only Authorized Users are permitted access to the Service. Customer shall not, and shall not permit any of its employees, contractors, shareholders, members, partners, affiliates, or anyone under its control to: (i) misuse, share, sell, lease sublicense, or otherwise transfer logins or access credentials; (ii) circumvent security or transmit malware; (iii) copy, reproduce, translate, reverse engineer, decompile, derive source code or create derivatives from WBS materials, remove or alter proprietary notices, watermarks or rights-management information; (iv) use the Service or any portion thereof to build, train or improve a competing product or service (including training large language models or other artificial intelligence models on WBS content, curricula, code or assessments); (v) violate applicable laws (including privacy, employment, intellectual property, anti-corruption and computer misuse laws), export controls, economic sanctions or falsely imply affiliation with Workday or WBS; or (vi) exceed stated or reasonable usage limits or take actions that materially degrade the Service for others. Nothing in this Section 5.3 permits Customer to (i) disclose WBS Confidential Information (as defined below); (ii) reuse WBS knowledge transfer content outside the Service except as expressly authorized; or (iii) share WBS materials with Workday or any competitor for evaluation or product development. Any rights not expressly granted are reserved by WBS. Customer acknowledges and understands that strict compliance with the foregoing Acceptable Use requirements is a material condition precedent to entering into, and a continuing condition of, these Terms, and that any breach may result in immediate suspension or termination of access without refund and all other remedies available to WBS.

6. Privacy & Data Protection (Pre-MSA; Applies During Onboarding/Installation).

For any Customer data that WBS accesses before or during installation, WBS shall act as service provider and processor to Customer. The parties will enter a comprehensive data processing addendum (“DPA”) within the MSA. “Confidential Information” means non-public information disclosed by a party that is designated as confidential or that should reasonably be understood to be confidential, including product plans, security information, and Customer or WBS data, as applicable. Each party will (a) use the other party’s Confidential Information only to perform under these Terms; (b) not disclose it to third parties except to its personnel and subprocessors with a need to know and under confidentiality obligations; and (c) protect it using at least the same care it uses to protect its own Confidential Information, and no less than reasonable care. Notwithstanding the foregoing, either party may disclose Confidential Information to the extent required by applicable law, regulation, legal process, or government request (including requests by law enforcement). In such case, the disclosing party shall (i) give prompt written notice to the other party (unless legally prohibited), (ii) reasonably cooperate, at the other party’s expense, in any effort to seek confidential treatment, protective order, or similar remedy, and (iii) disclose only that portion of the Confidential Information that is legally required. This Section 6 does not limit WBS’s rights to process Customer data under Section 6 and will be superseded by the confidentiality provisions of the MSA when executed. However, prior to Customer’s execution of the MSA:

6.1.     Purpose Limitation; Minimal Access. WBS accesses and processes Customer data solely to perform installation, configuration, enablement, support, and security (including logs and audit functions).

6.2.     Prohibited Data. Customer will not route to WBS: (i) private health information subject to the Health Insurance Portability and Accountability Act of 1996; (ii) special-category/sensitive data unless expressly agreed in writing; or (iii) children’s data subject to verifiable parental-consent regimes.

6.3.     Subprocessors. WBS may use vetted subprocessors subject to appropriate written obligations. WBS remains responsible for subprocessor performance, if applicable.

6.4.     Security Incident Notice. If WBS becomes aware of a confirmed security incident affecting Customer data, WBS will notify Customer without undue delay and share information reasonably available to support Customer’s compliance. Notification to Customer of the foregoing shall not be an admission of fault.

6.5.     Regulatory Assistance. WBS will provide commercially reasonable cooperation for data-subject requests and regulator inquiries directed to Customer, at Customer’s expense where out-of-scope.

6.6.     Retention and Deletion. Installation data obtained prior to Customer’s execution of the MSA shall be retained only as necessary and then deleted or de-identified within standard retention intervals unless applicable law requires longer retention.

6.7.     De-Identified Analytics. WBS may process de-identified or aggregated telemetry for service improvement, security, and analytics. WBS shall not attempt re-identification.

6.8.     Texas Privacy. To the extent the Texas Data Privacy and Security Act (TDPSA) applies, WBS shall act as processor and will process Customer data per Customer’s instructions. Customer, as controller, shall provide all applicable notices to and obtain all applicable consents from WBS.

7. Security Controls.

WBS maintains an information-security program with administrative, technical, and physical safeguards appropriate to the Service and Customer data, including access controls, encryption in transit, vulnerability management, logging/monitoring, and incident response. Upon written request and subject to confidentiality, WBS will provide a current summary of its third-party assessment (e.g., SOC 2 Type II) or an attestation or engagement letter. Detailed controls, audit rights, RTO/RPO targets, and vulnerability remediation timelines will be set forth in the MSA and/or DPA.

8. Insurance.

Customer will maintain insurance coverage appropriate to its industry and use of the Service, which may include Commercial General Liability, Technology E&O/Professional Liability, and Cyber/Privacy Liability. Upon reasonable request, Customer will provide a certificate of insurance. Specific insurance requirements for limits, additional-insured status, and endorsements (if any) will be set forth in the MSA.

9. Intellectual Property; Feedback; License to Operate.

9.1.     WBS Intellectual Property. All rights in the Service and any related or accompanying materials and software are owned by WBS or its licensors. No rights are granted to Customer in the Service except as expressly stated herein.

9.2.     Customer License to Operate. Customer grants WBS a limited, non-exclusive license to host, copy, transmit, and process Customer data as needed to install and operate the Service, protect the Service, and improve security and reliability.

9.3.     Feedback. WBS may freely use suggestions or feedback without restriction and without obligation.

10.  Service Availability; High-Risk Uses; Data Loss.

10.1.  Availability and Interruptions. Customer acknowledges the Service may experience interruptions, suspensions, or modifications (maintenance, upgrades, force majeure). WBS expressly disclaims liability for service interruptions.

10.2.  Backups and Data Loss. Customer is responsible for backing up its own data and configurations. WBS disclaims liability for loss, corruption, or failure to store Customer’s data, subject to Section 13.

11.  Third-Party Platforms; APIs; Export.

11.1.  Workday Platform Risk. Customer’s use of the Workday platform, APIs, and its Tenant is governed by Workday’s terms. Customer uses third-party content or services at Customer’s own risk.

11.2.  Export; Sanctions. Customer will comply with all applicable export, re-export, and sanctions laws and will not grant access from embargoed jurisdictions or to prohibited parties.

12.  Indemnification.

12.1.  Indemnification. Customer shall defend, indemnify, and hold harmless WBS and its affiliates, officers, directors, employees, and agents from and against all claims, demands, actions, losses, liabilities, damages, costs, and expenses (including attorneys’ fees) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to:

(a)  Customer’s use or misuse of the Service or onboarding materials;

(b)  Customer’s Workday Tenant, data, configurations, or third-party systems;

(c)   any claim by Workday or any third party alleging infringement and/or misappropriation (of intellectual property or otherwise) or contractual or tortious interference based on Customer’s use or authorizations;

(d)  Customer’s breach of law (including privacy and export laws) or these Terms; or

(e)  access credentials or integrations Customer provides.

12.2.  Control of Defense or Settlement. WBS may assume exclusive control of the defense or settlement in its sole discretion. Customer shall cooperate and not settle without WBS’s prior written consent.

13.  Disclaimers; Limitation of Liability; Exclusive Remedy.

13.1.  DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE, PRE-MSA ONBOARDING, AND ANY MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WBS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, AND NON-MISAPPROPRIATION.

13.2.  NO INDIRECT DAMAGES. WBS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, COVER, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.

13.3.  CAP ON LIABILITY. WBS’S TOTAL AGGREGATE LIABILITY UNDER OR RELATING TO THESE TERMS SHALL BE CAPPED AT THE AMOUNT OF THE DEPOSIT ACTUALLY PAID BY CUSTOMER. THIS CAP APPLIES REGARDLESS OF THEORY OF LIABILITY, EXCEPT TO THE LIMITED EXTENT SUCH LIMITATION IS PROHIBITED BY APPLICABLE LAW.

13.4.  FOUNDING-STAGE SOLE REMEDY. TO THE FULLEST EXTENT PERMITTED BY LAW, CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY MATTER ARISING OUT OF OR RELATED TO THESE TERMS SHALL BE THE REFUND OF THE DEPOSIT UNDER SECTION 1.2.

13.5.  FUNDAMENTAL BASIS. SECTIONS 13.1-13.4 ARE FUNDAMENTAL TO THIS BARGAIN AND APPLY TO THE FULLEST EXTENT PERMITTED BY TEXAS AND FEDERAL LAW.

14.  Modifications to These Terms; Electronic Communications.

14.1.  Updates. Unless otherwise stated, WBS reserves the right to modify the Service or to suspend or stop providing all or portions of the Service at any time or to charge, modify or waive any fees required to use the Service. Customer shall have the right to stop using the Service at any time. WBS is not responsible for any loss or harm related to Customer’s inability to access or use the Service. WBS may update these terms and these Terms, with advance notice for material adverse changes, and immediate changes when necessary for legal, security, privacy, integrity, or to avoid service disruption. Continued participation after effective date constitutes acceptance.

14.2.  Electronic Communications. Customer consents to transact and receive notices electronically (via email through which Customer signs up to accept these Terms or portal).

15.  Force Majeure.

WBS is not liable for delays or failures caused by events beyond reasonable control (e.g., Internet or provider outages, acts of God, labor disputes, governmental actions, war, terrorism, epidemics).

16.  Assignment; Severability; Survival; Order of Precedence.

16.1.  Assignment. Customer may not assign these Terms without WBS’s written consent; WBS may assign to an affiliate or in connection with merger, acquisition, or asset transfer.

16.2.  Severability. If any term hereof is invalid, the remainder of the terms hereof shall remain enforceable.

16.3.  Survival. The following shall survive the expiration of earlier termination of these Terms: license restrictions; privacy & data protection; security; insurance; IP & feedback; availability/disclaimers; third-party/platform & export; indemnification; warranty disclaimers; limitations of liability; arbitration/class waiver; modifications; force majeure; publicity; assignment/severability/survival/order of precedence; governing law/venue; entire agreement, and any obligations intended by context to survive.

16.4.  Precedence. After Customer executes the MSA, the MSA supersedes and controls over these Terms on the same subject matter.

17.  Governing Law; Venue.

Any dispute arising from these Terms and Customer’s use of the Service will be governed by and construed and enforced in accordance with the laws of the State of Texas, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. If any dispute between the parties is not subject to arbitration or cannot be heard in small claims court, then the state and federal courts located in Travis County, Texas, will have exclusive jurisdiction. Customer and WBS each waive any objection to venue in any such courts. If Customer’s local law requires that consumer contracts be interpreted subject to local law and enforced in the courts of that jurisdiction, this section may not apply to Customer (but only to the extent that local law conflicts with this section).

18.  Arbitration; Informal Resolution; Class Action Waiver.

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES CUSTOMER AND WBS TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH THE PARTIES HERETO CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES CUSTOMER AND WBS FROM SUING IN COURT OR HAVING A JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY LAW, CUSTOMER AND WBS AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. WBS AND CUSTOMER ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.

IF CUSTOMER IS A CONSUMER (AS DEFINED BELOW), FOLLOW THE INSTRUCTIONS BELOW IF CUSTOMER WISHES TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS. NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS ARE ALLOWED UNDER THIS ARBITRATION AGREEMENT.

(a)   Informal Dispute Resolution Prior to Arbitration.  For any dispute or claim that Customer has against WBS, that WBS has against Customer or that Customer has, or WBS has, in each case relating in any way to these Terms or the Service, or any aspect of the relationship between Customer and WBS as relates to these Terms or the Service (collectively, “Claims” and each a “Claim”), Customer and WBS agree to attempt to first resolve the Claim informally via the following process. If Customer asserts a Claim against WBS, Customer will first contact WBS by sending a written notice of Customer’s Claim (“Claimant Notice”) to WBS, attention of the General Counsel, by certified mail addressed to the appropriate address identified below with a copy sent by email to legal@wellbuiltsolutions.co. The Claimant Notice must (i) include Customer’s name, residence/business address, email address, and telephone number; (ii) describe the nature and basis of the Claim; and (iii) set forth the specific relief sought. If WBS asserts a Claim against Customer, WBS will first contact Customer by sending a written notice of WBS’s Claim (“WBS Notice”) to Customer via email to the primary email address associated with the account used by Customer to sign up for the Service. The WBS Notice must (i) include the name of a WBS contact and the contact’s email address and telephone number; (ii) describe the nature and basis of the Claim; and (iii) set forth the specific relief sought.  If Customer and WBS cannot reach an agreement to resolve the Claim within thirty (30) days after Customer or WBS receives such a Notice, then either party may submit the Claim to binding arbitration as set forth below. The statute of limitations and any filing fee deadlines shall be tolled for thirty (30) days from the date that either Customer or WBS first send a Claimant Notice or a WBS Notice, so that the parties can engage in this informal dispute-resolution process.

WBS Mailing addresses for Claimant Notice:

[ADDRESS TO BE INCLUDED HERE]

(b)   Claims Subject to Binding Arbitration; Exceptions.  Except for (i) small claims disputes in which Customer or WBS seek to bring an individual action in small claims court located in the county of Customer’s billing address or (ii) any disputes exclusively related to the intellectual property or intellectual property rights of Customer or WBS, including any disputes in which Customer or WBS seek injunctive or other equitable relief for the alleged unlawful use of Customer’s or WBS’s intellectual property or other infringement of Customer’s or WBS’s intellectual property rights (“IP Claims”), all Claims, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, including Claims that are not related to intellectual property or intellectual property rights but are jointly filed with IP Claims, that are not resolved in accordance with Section 18(a) will be resolved by a neutral arbitrator through final and binding arbitration instead of in a court by a judge or jury. Such Claims include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of the arbitration provision or any portion of the arbitration provision. The arbitrator will have the authority to grant any remedy or relief that would otherwise be available in court.

(c)   Federal Arbitration Act.  These Terms affect interstate commerce, and the enforceability of this Section will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the extent permitted by law. As limited by the FAA, these Terms, and the AAA Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability.

(d)  Arbitration Procedure (Consumers and Businesses).  All Claims must be submitted to the American Arbitration Association (the “AAA”) and will be resolved through binding arbitration before one arbitrator. The AAA administers arbitration pursuant to the due process standards set forth by the AAA and rules set forth by the AAA.  Such rules differ if Customer is a consumer or a business as further described below:

●      If Customer is an individual using the Service for its personal or household use, Customer is a “Consumer”, and the then-current version of the AAA’s Consumer Arbitration Rules, which are available on the AAA’s website (adr.org), as amended by these Terms as follows, will apply to any arbitration between Customer and WBS:

1.  CUSTOMER AND WBS AGREE THAT ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; TO THE FULLEST EXTENT PERMITTED BY LAW, CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED, AND CUSTOMER AND WBS ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitrator may conduct only an individual arbitration and, except as described below for the additional procedures to govern if twenty-five (25) or more similar or coordinated claims are asserted against WBS or Customer by the same or coordinated counsel, may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual.

2. For any arbitration Customer initiates, Customer will pay the consumer filing fee, and WBS will pay the remaining AAA fees and costs. For any arbitration initiated by WBS, WBS will pay all AAA fees and costs.

3. For all arbitrations where the Claims asserted are $25,000 or less, the arbitration shall be resolved according to the AAA’s Procedures for the Resolution of Disputes through Document Submission, and for all other arbitrations the following procedure will apply: (i) the arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by Customer or by WBS that an in-person hearing is appropriate; (ii) any in-person appearances will be held at a location that is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, and (iii) if the parties are unable to agree on a location, such determination will be made by the AAA or by the arbitrator.

4. If Customer or WBS submits a dispute to arbitration and the arbitrator orders any exchange of information, Customer and WBS agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and/or other materials that might be exchanged or the subject of discovery in the arbitration. Customer and WBS agree to seek such protection before any such information, documents, testimony, and/or materials are exchanged or otherwise become the subject of discovery in the arbitration. 

5. In addition, the provisions of Federal Rule of Civil Procedure shall apply and be enforced by the arbitrator.

6. The arbitrator’s decision will follow these Terms and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of these Terms, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in these Terms will preclude Customer from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against WBS for Customer.

7. The AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule will apply if twenty-five (25) or more similar claims are asserted against WBS or against Customer by the same or coordinated counsel or are otherwise coordinated. In addition to the application of the AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule, Customer and WBS understand and agree that, when twenty-five (25) or more similar claims are asserted against WBS or Customer by the same or coordinated counsel or are otherwise coordinated, resolution of Customer’s or WBS’s Claim might be delayed. For such coordinated actions, Customer and WBS also agree to the following coordinated bellwether process:

●  Counsel for the claimants and counsel for WBS shall each select ten (10) cases (per side) to proceed first in individual arbitration proceedings. The remaining cases shall be deemed filed for purposes of the statute of limitations but not for the purpose of assessing AAA fees. No AAA fees shall be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings as part of a bellwether process. If the parties are unable to resolve the remaining cases after the conclusion of the initial twenty (20) proceedings, each side shall select another ten (10) cases (per side) to proceed to individual arbitration proceedings.

●  A single arbitrator shall preside over each case. Only one case may be assigned to each arbitrator as part of a bellwether process unless the parties agree otherwise.

●  This bellwether process shall continue, consistent with the parameters identified above, until all the claims included in these coordinated filings, including Customer’s case, are adjudicated or otherwise resolved.

●  The statute of limitations and any filing fee deadlines shall be tolled for claims subject to this bellwether process from the time the first cases are selected for a bellwether process until the time Customer’s or WBS’s case is selected for a bellwether process, withdrawn, or otherwise resolved.

●  A court shall have authority to enforce this paragraph and, if necessary, to enjoin the mass filing or prosecution of arbitration demands against WBS or Customer.    

●      If Customer is NOT a “Consumer” (as defined above), Customer is a “Business” and the then-current version of the AAA’s Commercial Arbitration Rules and Mediation Procedures, which are available on the AAA’s website (adr.org), as amended by these Terms as follows, will apply to any arbitration between Customer and WBS:

1. CUSTOMER AND WBS AGREE THAT ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; TO THE FULLEST EXTENT PERMITTED BY LAW, CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED, AND CUSTOMER AND WBS ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION.  The arbitrator may conduct only an individual arbitration and, except as described below for the additional procedures to govern if twenty-five (25) or more similar or coordinated claims are asserted against WBS or Customer by the same or coordinated counsel, may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual.

2. Any in-person appearances will be held in Travis County, Texas, U.S.A.

3. The arbitrator’s decision will follow these Terms and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of these Terms, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in these Terms will preclude Customer from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against WBS for Customer.

4. Customer and WBS agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and/or other materials that might be exchanged or the subject of discovery in the arbitration. Customer and WBS agree to seek such protection before any such information, documents, testimony, and/or materials are exchanged or otherwise become the subject of discovery in the arbitration. 

5. In addition, the provisions of Federal Rule of Civil Procedure 68 shall apply and be enforced by the arbitrator.

6. The AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule will apply if twenty-five (25) or more similar claims are asserted against WBS or against Customer by the same or coordinated counsel or are otherwise coordinated. In addition to the application of the AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule, Customer and WBS understand and agree that, when twenty-five (25) or more similar claims are asserted against WBS or Customer by the same or coordinated counsel or are otherwise coordinated, resolution of Customer’s or WBS’s Claim might be delayed. For such coordinated actions, Customer and WBS also agree to the following coordinated bellwether process:

●  Counsel for the claimants and counsel for WBS shall each select ten (10) cases (per side) to proceed first in individual arbitration proceedings . The remaining cases shall be deemed filed for purposes of the statute of limitations but not for the purpose of assessing AAA fees. No AAA fees shall be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings as part of a bellwether process. If the parties are unable to resolve the remaining cases after the conclusion of the initial twenty (20) proceedings, each side shall select another ten (10) cases (per side) to proceed to individual arbitration proceedings.

●  A single arbitrator shall preside over each case. Only one case may be assigned to each arbitrator as part of a bellwether process unless the parties agree otherwise.

●  This bellwether process shall continue, consistent with the parameters identified above, until all the claims included in these coordinated filings, including Customer’s case, are adjudicated or otherwise resolved.

●  The statute of limitations and any filing fee deadlines shall be tolled for claims subject to this bellwether process from the time the first cases are selected for a bellwether process until the time Customer’s or WBS’s case is selected for a bellwether process, withdrawn, or otherwise resolved.

●  A court shall have authority to enforce this paragraph and, if necessary, to enjoin the mass filing or prosecution of arbitration demands against WBS or Customer.

(e)   Two Years to Assert Claims. To the extent permitted by law, any Claim or dispute by Customer or WBS arising out of or related to these Terms or the Service, or any aspect of the relationship between Customer and WBS as relates to Customer’s use of the Service, in each case other than IP Claims, must be filed within two (2) years after such Claim or dispute arose; otherwise, the claim is permanently barred, which means that Customer and WBS will not have the right to assert the claim.

(f)    Opting Out of Arbitration (Consumers Only).  Customer has the right to opt out of binding arbitration within 30 days of the date Customer first accepted these Terms by providing us notice of Customer’s opt-out via email at legal@wellbuiltsolutions.co. In order to be effective, the opt-out notice must include Customer’s full name, and mailing address, and email address and clearly indicate Customer’s intent to opt out of binding arbitration. By opting out of binding arbitration, Customer is agreeing to resolve disputes in accordance with Section 18.

(g)   Rejection of Future Arbitration Changes.  Customer may reject any change we make to Section 18 (except address changes) by personally signing and sending WBS notice within 30 days of the change via email at legal@wellbuiltsolutions.co. If Customer does, the most recent version of Section 18 before the change Customer rejected will apply.

(h)  Severability.  If any portion of this Section 18 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (i) the unenforceable or unlawful provision will be severed from these Terms; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 18 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 18; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section will be enforceable.

19.  Entire Agreement.

These Terms constitute the entire agreement for the Founding Member reservation and supersedes prior or contemporaneous understandings on that subject.