Promotional Terms & Conditions — "Demo Spellbook, Get an Oura Ring 5"

Terms and Conditions

The "Demo Spellbook, get an Oura Ring 5"  Promotion, as further described below, is the “Promotion”.

This Promotion is sponsored by Spellbook. For purposes of these terms and conditions, “Spellbook” means:
(a) Spellbook US Inc., a Delaware corporation with registered address of 251 Little Falls Drive, Wilmington, DE, 19808, for Participants located in the United States; and
(b) Dialog Enterprises Inc., a Canadian federal corporation with its principal place of business at 99 Airport Road, Suite 101, St. Johns, NL, Canada, A1A 4Y3, for Participants located outside the United States.

Promotion Period

The Promotion begins and ends on the dates and times specified by Spellbook in the applicable promotional materials, landing page, email, invitation, sales communication, or other Promotion-related communication, unless earlier modified, suspended, withdrawn, or terminated by Spellbook.

If no specific end date is stated, the Promotion will remain available only while supplies last and may be discontinued by Spellbook at any time without notice.

Eligibility

To be eligible for the Promotion, the person must, at the time of participation and at the time the Reward is awarded:

• be of legal age in their jurisdiction of residence;
• be employed by, affiliated with, or otherwise authorized to participate on behalf of a net-new organization evaluating Spellbook;
• be directly involved in evaluating, recommending, approving, influencing, purchasing, implementing, or supporting their organization’s potential use of Spellbook;
• use a valid business email address associated with the organization being evaluated, unless Spellbook expressly permits otherwise;
• complete the applicable Qualifying Action described below;
• provide complete, accurate, and current information reasonably requested by Spellbook to verify eligibility and fulfill the Reward;
• be legally and contractually permitted to accept the Reward under applicable law, professional obligations, employer policies, procurement rules, internal compliance requirements, and any gift or conflict-of-interest rules applicable to the Participant or their organization; and
• otherwise comply with these terms and conditions.

A person who satisfies these eligibility requirements is referred to as a “Participant”.

For purposes of this Promotion, a “net-new organization” means an organization that, as determined by Spellbook in its sole discretion, is not then an existing Spellbook customer, active paid customer, organization already participating in another Spellbook promotional incentive, or organization otherwise excluded from the Promotion by Spellbook.

Exclusions

The Promotion is not available to:

• existing Spellbook customers, unless Spellbook expressly states otherwise in writing;
• Participants or organizations that have previously received the same or a substantially similar promotional gift, incentive, or reward from Spellbook;
• Participants who are not directly involved in a bona fide business evaluation of Spellbook;
• competitors of Spellbook, or persons participating for competitive research, benchmarking, monitoring, resale, or other non-evaluation purposes;
• employees, officers, officials, representatives, contractors, consultants, or agents of any government, public sector entity, government-owned entity, government-controlled entity, public international organization, political party, or candidate for public office;
• persons whose employer, professional regulator, applicable law, internal policy, procurement rule, or compliance requirement prohibits or restricts acceptance of vendor gifts, incentives, gratuities, or promotional items;
• persons who provide false, incomplete, inaccurate, or misleading information; or
• persons who Spellbook reasonably determines are attempting to abuse, manipulate, circumvent, or otherwise act inconsistently with the purpose or integrity of the Promotion.

Qualifying Action

To participate in the Promotion, eligible Participants must complete the requirements specified by Spellbook for the applicable Promotion during the Promotion Period, which may include, as applicable:

• registering for the Promotion through Spellbook’s website, promotional materials, email invitation, sales communication, or another method specified by Spellbook;
• attending a scheduled Spellbook demo;
• completing a qualifying Spellbook trial;
• participating in onboarding, product evaluation, or implementation-related sessions;
• using Spellbook during the applicable trial or evaluation period;
• providing requested business evaluation feedback; and
• completing any other reasonable Promotion-related steps identified by Spellbook.

The specific demo, trial, evaluation, registration, timing, attendance, feedback, and completion requirements for a Participant will be determined by Spellbook and may be set out in the applicable promotional materials, landing page, invitation, email, sales communication, trial documentation, or other written communication from Spellbook.

Completion of a demo, trial, or other activity does not automatically guarantee receipt of the Reward. Eligibility and completion of all Qualifying Action requirements are subject to verification and final determination by Spellbook.

Reward

The reward for the Promotion is one Oura Ring 5, subject to availability, eligibility verification, compliance review, and these terms and conditions (the “Reward”).

Product generation, model, size, colour, finish, configuration, regional availability, packaging, accessories, subscription features, application features, shipping method, and other specifications of the Reward are subject to availability and may vary.

Spellbook does not guarantee that any Participant will receive any particular model, size, colour, finish, configuration, specification, feature, app functionality, subscription, or version of the Reward.

Spellbook reserves the right, for any reason and in its sole discretion, to substitute or modify the Reward with another item or benefit of reasonably comparable value if the Oura Ring 5 or any requested specification is unavailable, delayed, discontinued, impracticable to fulfill, restricted, or otherwise cannot reasonably be provided.

Limit of one Reward per Participant and one Reward per organization. Spellbook may also limit the Promotion to one Reward per household, mailing address, domain, affiliated group, or related organization where Spellbook reasonably determines that such limitation is necessary to prevent fraud, abuse, duplication, or circumvention of these terms.

The Reward is non-transferable, non-exchangeable, non-refundable, and has no cash surrender value. The Reward may not be redeemed for cash, credit, discounts, subscription fees, services, or any other item of value.

Gift Compliance and Conflicts of Interest

By participating in the Promotion, each Participant represents, warrants, and agrees that:

• accepting the Reward is permitted by all applicable laws, regulations, professional obligations, ethical rules, codes of conduct, employer policies, procurement rules, internal compliance requirements, and gift or conflict-of-interest restrictions applicable to the Participant or their organization;
• the Participant has disclosed the Promotion and the potential Reward to their employer or organization and has obtained any required approvals before accepting the Reward;
• accepting the Reward will not create an actual, potential, or perceived conflict of interest;
• accepting the Reward will not improperly influence, or appear to improperly influence, any business, procurement, purchasing, evaluation, recommendation, legal, professional, or other decision;
• participation in the Promotion does not require any purchase, subscription, renewal, recommendation, endorsement, referral, testimonial, review, public statement, case study, logo permission, reference, favourable treatment, or future business with Spellbook; and
• the Participant will promptly notify Spellbook if the Participant becomes aware that they are not, or may not be, eligible to participate in the Promotion or accept the Reward.

Spellbook may require written confirmation, employer approval, compliance certification, tax documentation, identity verification, shipping information, or other supporting information before providing the Reward. Spellbook may withhold, revoke, cancel, or require return of the Reward if Spellbook reasonably determines that providing or accepting the Reward may violate applicable law, policy, professional obligations, compliance requirements, or these terms and conditions.

Reward Selection and Participant Information

Eligible Participants may be required to provide information necessary to administer and fulfill the Reward, including name, business email address, organization name, job title or role, eligibility information, shipping address, phone number, preferred size, colour, finish, or other product-selection information.

Once the Reward, shipping address, size, colour, finish, or other specifications are selected or submitted, they may not be changed, except at Spellbook’s discretion.

If a Participant fails to provide requested information within the time period specified by Spellbook, fails to respond to Spellbook’s communications, provides incomplete or inaccurate information, or cannot be verified as eligible, the Reward may be considered forfeited and no Reward will be sent to the Participant.

Any unclaimed Reward, unresponsive communication, undeliverable Reward, rejected Reward, or Reward forfeiture will not be replaced, refunded, credited, or otherwise compensated and has no cash value.

Delivery of Reward

Subject to eligibility verification, compliance review, availability, and receipt of all required information, Spellbook will use commercially reasonable efforts to send the Reward within four weeks after the Participant completes all applicable Qualifying Action requirements.

Shipping timelines are estimates only and are not guaranteed. Spellbook is not responsible for delays caused by carriers, customs, import processes, supply shortages, incorrect shipping information, recipient unavailability, returned shipments, regional restrictions, force majeure events, or other circumstances outside Spellbook’s reasonable control.

The Reward will be sent to the mailing address provided by the Participant, provided that Spellbook may decline to ship to any jurisdiction, P.O. box, freight forwarder, hotel, temporary address, sanctioned region, restricted region, or other location where shipping is unavailable, impracticable, restricted, or unlawful.

The Participant may be responsible for shipping costs where the delivery location is outside Spellbook’s standard fulfillment regions or where additional charges apply. Spellbook may decline to fulfill the Reward if shipping or fulfillment costs are excessive, impracticable, restricted, or unavailable.

No responsibility is assumed by Spellbook for any Reward that is delayed, lost, stolen, misdelivered, refused, returned, damaged, or undeliverable due to incomplete, inaccurate, or outdated information provided by the Participant. Risk of loss passes to the Participant upon confirmed delivery to the shipping address provided.

If the Reward arrives visibly damaged, the Participant must notify Spellbook within fourteen days after delivery. After that period, any product defect, warranty, repair, replacement, sizing, return, or support issue should be directed to the manufacturer, seller, carrier, or applicable service provider.

Taxes, Duties, and Fees

There may be tax implications to rewards of this nature. Participants should consult with an accountant, tax professional, or other appropriate advisor for guidance.

Participants are solely responsible for any applicable taxes, duties, customs charges, import fees, brokerage fees, shipping fees, reporting obligations, or other costs associated with receipt, ownership, use, or acceptance of the Reward.

Spellbook may request tax forms, identification information, shipping information, or other documentation reasonably necessary to comply with applicable tax, reporting, shipping, customs, or legal obligations. Failure to provide requested information may result in forfeiture of the Reward.

Spellbook does not undertake to provide tax, accounting, or financial advice in connection with the Promotion.

Combinability

Unless Spellbook expressly states otherwise in writing, this Promotion cannot be combined with any other Spellbook promotion, discount, offer, referral reward, demo incentive, trial incentive, customer incentive, or promotional code.

If a Participant or organization is eligible for more than one Spellbook promotion, Spellbook may determine, in its sole discretion, which promotion applies. Participation in this Promotion will not modify or affect any existing written agreement between Spellbook and the Participant’s organization unless Spellbook expressly agrees otherwise in writing.

Collection and Use of Personal Information

By participating in the Promotion, Participants understand and agree that Spellbook may collect, use, store, disclose, and otherwise process personal information for the purpose of administering the Promotion, verifying eligibility, conducting compliance review, communicating with Participants, preventing fraud or abuse, fulfilling the Reward, complying with legal obligations, and otherwise operating the Promotion.

This information may include name, business email address, organization name, role or title, eligibility information, employer approval or compliance information, shipping address, phone number, product-selection information, and related communications.

Spellbook may disclose personal information to service providers, vendors, fulfillment partners, shipping providers, compliance support providers, and other third parties as reasonably necessary to administer the Promotion and fulfill the Reward.

Spellbook’s collection, use, and disclosure of personal information is subject to Spellbook’s applicable privacy policy. Any questions regarding a manufacturer’s, seller’s, carrier’s, or fulfillment provider’s collection or use of personal information should be directed to that provider.

Release

By participating in the Promotion, the Participant assumes all risk of injury, illness, loss, damage, cost, or expense that may arise in connection with participation in the Promotion or receipt, possession, use, misuse, inability to use, delivery, or non-delivery of the Reward.

Without limiting the foregoing, to the maximum extent permitted by applicable law, the Participant releases and discharges Spellbook, its parent companies, subsidiaries, affiliates, related and associated entities, and each of their respective employees, directors, officers, contractors, suppliers, agents, sponsors, administrators, successors, and assigns from and against any and all claims, actions, costs, liabilities, judgments, damages, obligations, losses, penalties, and expenses of any kind or nature arising directly or indirectly out of, or in connection with, the Participant’s participation in the Promotion or any Promotion-related activity, including receipt, possession, use, misuse, inability to use, shipping, delivery, non-delivery, defect, repair, replacement, return, or support of the Reward.

Any claims relating to the Reward, including product liability claims, warranty claims, defect claims, repair claims, replacement claims, sizing claims, health-related claims, application or subscription claims, misleading advertising claims, or other product-related claims, should be directed to the manufacturer, seller, carrier, or applicable service provider and not to Spellbook.

Oura

Oura is not a sponsor of, affiliated with, associated with, responsible for, or involved in the administration of this Promotion.

Oura, Oura Ring, and any related logos, trademarks, service marks, trade names, product names, and brand names are the property of their respective owners. Any reference to Oura or Oura Ring is for the sole purpose of identifying the Reward.

Spellbook is not responsible for any Oura product, service, application, subscription, warranty, feature, health-related functionality, data processing practice, privacy practice, recall, repair, replacement, or support matter.

Fraud, Abuse, and Disqualification

Spellbook may verify eligibility, organization status, participation, completion of Qualifying Action requirements, shipping information, compliance approvals, and compliance with these terms and conditions.

If Spellbook suspects fraudulent or abusive behaviour, gaming of the system, duplicate participation, circumvention of Promotion limits, use of multiple identities or email addresses, inaccurate or misleading information, participation for competitive or non-evaluation purposes, violation of employer policies, violation of applicable law, or violation of these terms and conditions, Spellbook may take any action it deems appropriate, including disqualifying the Participant, withholding the Reward, cancelling the Reward, requiring return of the Reward, excluding the Participant or organization from future promotions, or taking other remedial action.

Spellbook is the sole arbiter of these rules and any issue arising under the Promotion, including eligibility, completion of Qualifying Action requirements, compliance, availability, fulfillment, suspected abuse, and interpretation of these terms and conditions.

General

Spellbook reserves the right to cancel, amend, withdraw, suspend, extend, restrict, or terminate the Promotion at any time without notice.

This Promotion is void where prohibited by law and is valid only for Participants and organizations that meet all applicable eligibility requirements.

An invitation to participate in the Promotion does not provide assurance that a Participant or organization will qualify for the Reward, be accepted as a customer of Spellbook, receive access to Spellbook, or receive any particular pricing, discount, product feature, subscription, trial, or commercial term.

Participation in the Promotion does not obligate the Participant or the Participant’s organization to purchase, subscribe to, recommend, endorse, refer, review, approve, renew, or provide favourable treatment to Spellbook.

Spellbook’s standard terms, including its applicable Terms of Service, privacy policy, trial terms, order forms, nondisclosure agreements, data processing agreements, and any other written agreements between Spellbook and the Participant’s organization, each apply according to their terms and are not affected by this Promotion.

In the event of any discrepancy or inconsistency between these terms and conditions and any disclosures, advertisements, emails, landing pages, sales communications, promotional materials, statements, or other communications relating to the Promotion, these terms and conditions will prevail, govern, and control unless Spellbook expressly states otherwise in writing.

If any provision of these terms and conditions is held to be invalid, unlawful, or unenforceable, that provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions will continue in full force and effect.

Spellbook’s failure to enforce any provision of these terms and conditions will not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by an authorized representative of Spellbook.

These terms and conditions constitute the entire terms applicable to the Promotion and supersede all prior or contemporaneous communications regarding the Promotion.