Terms & Conditions
for Restaurant Collaborators

These Terms and Conditions (these “Terms”) are a contract between you or the business entity you represent (“you” or “Collaborator”), and Royal & Pelham Inc. (collectively, “OSB”, “we”, or “us”). “You” and “your” as used herein will refer and apply to you or that entity and the persons that can access the Platform Services (as defined herein) on its behalf. Please read this entire agreement carefully. You must read, agree to, and accept these terms and conditions in full in order to use www.osbenefits.co (the “Website”) and related software and services (collectively, the “OS BENEFiTS” or the “Platform Services”). You agree and understand that any collection of your information by OSB will be governed by our privacy policy (“Privacy Policy”), which can be accessed here and is expressly incorporated herein.

You understand that by accessing or using any of the Platform Services, you agree to become bound by these Terms as posted, which may be updated and changed by us as needed. We will notify you of any material changes to these Terms through a notice sent to you by email to the email address you have registered with us. Your continued use of the Platform Services after the effective date of the amended terms will constitute your acceptance of the amended Terms. It is your responsibility to check the Website prior to using the Platform Services for any updates or changes that may impact you. These Terms constitute a legally binding document and failure to comply with these Terms may result in the termination of your relationship with OSB. If you do not agree with these Terms, you are not authorized to access or use the Platform Services for any purpose.

Overview

The Website provides a marketplace that permits individual restaurant collaborators (“Collaborators”) to discover, identify and connect with benefit providers (“Vendors”) using the Platform Services to provide employee benefits and sell goods, products and other services (“Vendor Transactions”). Under these Terms, OSB provides services to you in your capacity as a Collaborator, including operating and providing the Platform Services.

OS BENEFiTS Services

The OS BENEFiTS provides direct access to preventative care for underinsured or uninsured members of your food and hospitality teams and discounted access to a well-rounded package of non-traditional benefits designed to fit the specific needs of such teams.

Eligibility

Use of the Platform Services are available only to legal entities and persons who are at least eighteen (18) years old or the legal age of majority in their state of residence (if greater). By creating an account on the Website and making use of the Platform Services, you represent and warrant that you/your entity is: (a) a legal entity capable of forming legally binding contracts under applicable law; (b) authorized to represent and act on behalf of any entity for which you are employed or engaged by; and © in possession of all local, state and federal authorizations and/or licenses required to conduct your business. Please see our Privacy Policy for more information on how we handle children’s information.

Not a Healthcare Provider; No Medical Advice

Please note that OSB, itself, does not provide any healthcare services. Applicable healthcare services are furnished by third-party medical providers practicing within independently owned and operated professional practices. The inclusion of any healthcare provider on the Platform Services shall not be considered as an endorsement of such healthcare provider by OSB and shall not mean that OSB has conducted any due diligence or other investigation regarding the healthcare provider.

Not a Health Insurance Provider

OSB Platform Services do not constitute health insurance and will not cover hospital services, specialist services, or any other services not directly provided by the Platform Services. The Platform Services are not a substitute for health insurance or other forms of health plan coverage and are not intended to replace any existing or future health insurance plan coverage.

Medical Emergency

OS BENEFiTS’ PLATFORM SERVICES ARE NOT INTENDED FOR USE IN MEDICAL EMERGENCIES OR OTHER URGENT SITUATIONS. IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, YOU SHOULD DIAL 9-1-1 IMMEDIATELY.

Account Registration

To sign up to use the Platform Services, you must create an account profile and provide accurate and complete information. This includes providing us with such information as we may from time to time request, including (without limitation) your legal or business name, address, preferred third party payment Vendor, billing/payment information, contact information, including the name and contact information of a representative authorized to act on your entity’s behalf, and any other relevant information to your use of the Platform Services as determined in OSB’s sole discretion. It is your responsibility to keep your account information updated. Should your eligibility for an OSB account as outlined above change during your time using the Platform Services, you must notify OSB within a reasonable amount of time, but no later than thirty (30) days after such change by emailing [email protected]. You shall not use the name or email of (a) another person with the intent to impersonate that person; or (b) an entity without appropriate authorization. We reserve the right, in our sole discretion, to refuse, suspend, or revoke your account via the Platform Services upon discovery that any account information provided is untrue, inaccurate, or incomplete, or such information or other conduct otherwise violates these Terms, or for any other reason or no reason in our sole discretion.

No Conflicts

You further represent and warrant that your use of the Platform Services does not breach any contract (such as an employment, consulting, confidentiality or non-disclosure agreements) or in any way, conflict with or violate any arrangement, understanding or agreement to which your business is a party or by which your business is bound. To the extent your ability to use the Platform Services is restricted by any agreement or arrangement, you represent that you have obtained all necessary consents or waivers to use the Platform Services as a Collaborator. Notwithstanding the foregoing, OSB may determine your eligibility to create an account through the Platform Services in its sole discretion.

Responsibilities of OSB

OSB is not required to and will not verify any information given to Vendors by you or given to you by Vendors, nor does OSB perform background checks on Collaborator or Vendors. You may receive information about a Vendor in connection with your use of the Platform Services, such as contact information and payment Vendor credentials. However, such information is based solely on data that a Vendor submits, and you acknowledge and agree that OSB expressly disclaims any liability in respect of any such information.

Content

You represent and warrant that you have the right, power and authority or have valid licenses to all data, feedback, content or other materials uploaded, posted, published or displayed by you through the Platform Services (collectively, “Content”). You hereby grant OSB a worldwide, non-exclusive, royalty free, fully paid, transferable, sub-licensable, perpetual, and irrevocable license to copy, modify, display, perform, distribute, create derivative works of and otherwise use your de-identified and aggregated Content in connection with: (i) the operation of the Platform Services; (ii) statistical data; (iii) research and development; and (iv) marketing purposes.

You are solely responsible for your Content and you agree not to upload any Content to the Website which violate any part of these Terms or applicable laws. You are solely responsible for your Content and for ensuring they do not violate any part of these Terms or applicable laws. OSB retains the right to investigate and take appropriate legal action against any Collaborator that fails to do so. It is the sole discretion of OSB to determine what is objectionable and what constitutes a reason to restrict or terminate your use of the Platform Services. Should your entity have multiple employees authorized to access and receive the Platform Services through the Website, the Collaborator will be responsible for any employee who violates these Terms.

Release of Claims

To the fullest extent permitted by applicable law, you agree to release OSB, and any and all persons acting under its permission or authority from, any claims (i) for defamation, invasion of privacy, product liability, merchantability and legal compliance arising from or in connection with your Content, (ii) that your Content or the use of your Content infringes upon any patent, trademark, copyright, trade secret, or other intellectual property right or (iii) by any of your employees against OSB. This right of indemnification lasts during your use of the Platform Services and at any time thereafter.

Fees and Payment

Fees: In order to create an account on the Website and access the Platform Services, you will be required to enter into an annual or monthly subscription (the “Subscription”) at the monthly rate set forth on your dashboard (the “Fee”). If opting into a monthly subscription, you expressly acknowledge and agree that by subscribing to the monthly subscription model, you agree that your subscription will be set to continuous auto-renewal Fee payments every month with the next payment due thirty (30) days later. You authorize OSB to charge this amount from the credit card, debit card or bank account submitted every month.

If opting into a monthly subscription, you expressly acknowledge and agree that by subscribing to the annual subscription model, you agree that: your subscription will be set to continuous auto-renewal payments of the Fee every year with your next payment due annually. You authorize us to charge this amount from your credit card, debit card or bank account every year. In the event that your payment credentials lapse and the Fee cannot be processed, OSB will suspend your access to the Website following a 30-day grace period.

Payments: You expressly acknowledge and agree that you will be required to use a third-party payment processor for all transactions between you and any Vendors through the Platform Services, and OSB will have no responsibility for, or liability in respect of, any such payment processing.

By paying with a credit card, debit card, or bank account you hereby certify that you are: (1) an authorized user of the credit card, debit card or bank account, or have been granted authorization to use the credit card, debit card or bank account; (2) you authorize OSB to charge the amount agreed upon to the credit card, debit card, or bank account; and (3) if the charge is declined or reversed by the issuer, network, or bank, you agree to reimburse OSB for all reasonable costs of collection. You understand that you are still responsible for the full payment of applicable Platform Services. Presenting any form of payment in which you are not an authorized user may be considered fraud and subject to law enforcement notification and prosecution. You also understand that you may not settle amounts you owe to OSB by writing “Paid in Full,” “Full and Final Payment,” “In Full Satisfaction,” or any other message on applicable bills or invoices.

Taxes: You agree that you shall be responsible for all applicable income, sales, use, value added or similar taxes, if any, payable with respect to your provision of benefits to your employees or use of the Platform Services provided under these Terms or arising out of or in connection with these Terms whether at the time of invoicing or later determined by a taxing jurisdiction. You agree to indemnify and hold harmless OSB against any costs, damages or liability incurred as a result of your failure to pay any such taxes.

Disputes: Should any dispute arise between Collaborators and Vendors over a transaction or any Product purchased and sold in connection therewith, OSB encourages Collaborators and Vendors to settle disputes amongst themselves. However, if this is not possible, OS may resolve disputes by obtaining information about the dispute between the Collaborator and Vendor and making a resolution decision, which shall be binding upon the relevant parties. You agree to indemnify and hold harmless OSB against any damages or liability incurred as a result of OSB’s dispute resolution decision.

OSB Role

Acknowledgements: You expressly acknowledge and agree that (a) the Website is merely a venue where users of the Website may act as Collaborators or Vendors; (b) OSB is a third-party beneficiary but not a party to any additional agreements (whether express or implied) between Collaborators and Vendors; © OSB does not, in any way, supervise, direct, or control the Platform Services used by Collaborators or the transactions between Collaborators and Vendors; (d) OSB will not have any liability or obligations for any acts or omissions by you, your employees or any other users related to the Platform Services; (e) your use of the Platform Services is subject to your acceptance of these Terms (which includes ensuring compliance with these Terms); (f) OSB is contracting with Collaborators and has no liability or obligations to any employees of Collaborators; (g) the Platform Services are being provided to Collaborators solely for the benefit of each Collaborator’s employees, and OSB reserves the right to revise your Subscription at any time and from time to time to reflect any increases in or changes to your team; and (h) OSB makes no representations as to the reliability, capability, or qualifications of any Vendors or the quality, security, or legality of any Vendors or Vendor Transactions, and OSB disclaims any and all liability relating thereto.

Accuracy of Information: OSB is in no way responsible for the accuracy of the information provided by Collaborators and Vendors through the Platform Services.

Termination

Subject to any obligation to pay for Platform Services which you have incurred, you may cancel your account on the Website at any time by providing notice via email to [email protected]. For avoidance of doubt, canceling your account shall not relieve you of any obligations to pay Vendors for any Vendor Transactions or any other obligations under these Terms intended to survive termination, including but not limited to, “Compliance”, “Warranty Disclaimer”, “Release and Indemnification”, “Indemnification” and “Limitation of Liability”.

Publicity

By agreeing to these Terms, you agree that OSB may publicly reference and publish your business name and logo in customer lists, on the Website and in promotional materials.

Warranty Disclaimer

YOU AGREE NOT TO RELY ON THE PLATFORM SERVICES OR THE CONTINUATION OF THE WEBSITE. THE PLATFORM SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. WE MAKE NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE PLATFORM SERVICES, CONTENT, ANY WORK PRODUCT OR VENDOR TRANSACTIONS PROVIDED TO YOU, OR ANY ACTIVITIES OR ITEMS RELATED TO THESE TERMS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Indemnification

You agree to indemnify and hold harmless OSB, its affiliates and their respective officers, employees, representatives, members, managing members and agents (each, an “Indemnified Party”) from any and all actions, causes of actions, claims, charges, demands, costs, expenses, damages or liabilities of any kind (including but not limited to, attorney’s fees and related expenses) resulting from, arising out of or in connection to

• Your use of the Platform Services;
• Your employees’ use of the Platform Services;
• Your Content;
• Your Vendor Transactions; and
• Your breach of any and all of these Terms

This right of indemnification shall exist during your use of the Platform Services as well as at all times thereafter.

Limitation of Liability

YOU AGREE THAT UNDER NO CIRCUMSTANCES WILL OSB OR ITS SUCCESSORS OR AFFILIATES BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE COSTS OR DAMAGES, LITIGATION COSTS OR PRODUCTION OF PROFIT ARISING FROM OR IN CONNECTION TO THE SERVICES AND/OR YOUR CONDUCT THROUGH THE PLATFORM SERVICES, OR ANY OF YOUR INTERACTIONS WITH OTHER OSB PARTIES. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF OSB, ITS SUCCESSORS OR AFFILIATES TO YOU FOR ANY CLAIMS ARISING FROM OR IN RELATION TO THE SERVICES OR ANY CONDUCT IN CONNECTION TO THE PLATFORM SERVICES EXCEED ANY FEES PAID TO OSB WITH RESPECT TO SERVICES OR TRANSACTIONS WITH WHICH YOU WERE INVOLVED AS A COLLABORATOR DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. OSB WILL NOT BE LIABLE FOR ANY CLAIMS BY THIRD PARTIES BROUGHT AGAINST YOU.

Force Majeure

We will not be liable for any failure to perform any obligations stated in these Terms if the failure results from a cause beyond our reasonable control, including—without limitation—(a) acts of God, (b) flood, fire, earthquake or explosion, © war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, (d) government order or law, (e) actions, embargoes or blockades in effect on or after the date of this Agreement, (f) action by any governmental authority, (g) national or regional emergency, (h) strikes, labor stoppages or slowdowns or other industrial disturbances, and (i) shortage of adequate power, delays in transportation or transportation facilities.

Compliance

You will not violate any applicable foreign, federal, state, or local laws or third-party rights on or related to the Platform Services. Without limiting the generality of the foregoing, you agree to comply with all applicable laws and regulations, including, but not limited to, import and export control laws and third parties’ intellectual property rights.

Entire Agreement

These Terms, together with the Privacy Policy and any other policies incorporated herein or therein, sets forth the entire agreement and understanding between you and OSB relating to the subject matter herein and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter herein. You represent that you had ample time to review and decide whether to agree to these Terms. If an ambiguity or question of intent or interpretation of these Terms arises, no presumption or burden of proof will arise favoring or disfavoring you or OSB because of our authorship of any provision of these Terms.

Severability

If any provision of these Terms is held to be illegal, invalid or unenforceable in part or in whole under applicable law, that provision will be eliminated or limited to the minimum extent necessary to conform to applicable law so that the Terms will remain in effect and be enforceable.

No Waiver

The failure or delay of either party to exercise or enforce in any respect any right or claim provided for herein does not constitute a waiver of any such right or claim and will not affect any further rights or affect that party’s right to later enforce or exercise it.

Modifications

No modification or amendment to these Terms will be binding upon OSB unless in a written instrument signed by a duly authorized representative of OSB. For the purposes of this section, a written instrument will expressly exclude electronic communications, such as email and electronic notices, but will include facsimiles. This section “Modifications” does not apply to amendments to these Terms posted by OSB to the Website from time to time.

Assignment

You may not assign these Terms, or any of your rights or obligations hereunder, without our prior written consent. We may freely assign these Terms without your consent. Any attempted assignment or transfer in violation of this section will be null and void. Subject to the foregoing restrictions, these Terms will inure to the benefit of the successors and permitted assigns of the parties.

Governing Law and Venue

These Terms and any controversy or claims arising from them, shall be governed by the laws of the State of New York, without regard to the conflicts of law provisions.

Arbitration

You understand and agree that any disputes involving your relationship with OSB, Customers, and any other users of the Platform Services shall be resolved by arbitration before the American Arbitration Association, pursuant to the Commercial Arbitration Rules of the Association, in New York, NY, and in accordance with the substantive laws of the State of New York.