Oura Ring 5 Trial Promotion

For a limited time, Spellbook is promotionally offering an Oura Ring 5 to eligible participants at organizations when their organization starts a Spellbook trial following an introductory demo of how Spellbook helps in-house legal teams draft and review contracts faster (the “Promotion”).

Terms and Conditions

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. John’s, NL, Canada, A1A 4Y3, for Participants located outside the United States.

1. Promotion Period

The Promotion begins and ends on the dates stated by Spellbook in the Promotion materials (the “Promotion Period”). If no end date is stated, the Promotion runs while supplies last and may end at any time without notice.

2. Eligibility

To be eligible, a person must, both at the time of registration and at the time the Reward is sent:

• be the age of majority or older in their jurisdiction of residence;

• work for an organization with more than 500 employees that is not an existing Spellbook customer, as determined by Spellbook acting reasonably (including from publicly available employee counts);

• be directly involved in influencing the evaluation, approval, purchase, or implementation of Spellbook for that organization;

• register with a valid business email address at that organization; and

• be permitted to accept the Reward under applicable law and their employer’s gift, procurement and conflict-of-interest policies.

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

3. Exclusions

The Promotion is not available to:

• existing Spellbook customers;

• any person or organization that has already received an Oura Ring from Spellbook, including under Spellbook’s prior Oura Ring 5 demo promotion;

• competitors of Spellbook, or anyone participating for competitive research, resale or other non-evaluation purposes; or

• employees, officials or agents of any government, public sector body, government-owned or government-controlled entity, public international organization, political party or candidate for public office.

Spellbook may also, acting reasonably and in good faith, exclude any person or organization from the Promotion at any time before the Qualifying Trial starts, including where Spellbook determines that the person or organization:

• is attempting to abuse, manipulate or circumvent the Promotion, or is otherwise acting inconsistently with its purpose or integrity;

• is not a genuine prospective customer of Spellbook or falls outside the market segment the Promotion is intended for; or

• presents legal, regulatory, compliance or reputational risk to Spellbook, the Participant or the Participant's organization.

Spellbook may also exclude persons or organizations where the available Rewards for the Promotion, or for a particular region or market segment, have been allocated. Spellbook is not required to give reasons for any exclusion.

4. Qualifying Action

To earn the Reward, each of the following conditions must be met during the Promotion Period:

• the Participant registers for the Promotion through the Spellbook promotion page, an email invitation, or a Spellbook sales representative;

• Spellbook confirms the Participant as eligible following its eligibility review, which typically takes two to three business days;

• the Participant attends one or more Spellbook demo or evaluation calls; and

• a Spellbook trial starts for the Participant’s organization (the “Qualifying Trial”). A trial starts once Spellbook activates trial access for the Participant’s organization.

The number of demo or evaluation calls required before a trial is offered varies by organization, and whether, when and on what terms a trial is offered is at Spellbook’s sole discretion. If a Qualifying Trial does not start during the Promotion Period, no Reward is earned.

If a Spellbook trial starts for the Participant’s organization during the Promotion Period but before the Participant registers for the Promotion, that trial will be treated as the Qualifying Trial if the Participant registers within seven calendar days after it started and all other conditions in this Section 4 are met. For those Participants, Spellbook’s right to exclude under Section 3 continues until Spellbook confirms the Participant as eligible, and Spellbook will place the Reward order after that confirmation.

5. Reward

The reward is one Oura Ring 5 (the “Reward”). Model, size, colour, finish and other specifications are subject to availability, and Spellbook may substitute the Reward with an item of comparable value if the Oura Ring 5 or a requested specification is unavailable.

Limit of one Reward per Participant and one Reward per organization, unless Spellbook approves additional Rewards for an organization in writing and in its sole discretion. If more than one Participant at an organization qualifies, the Reward will go to the first eligible Participant to register, as determined by Spellbook. The Reward is non-transferable, non-exchangeable and non-refundable, and has no cash value.

6. No Purchase Required

The Reward is not conditioned on the Participant’s organization purchasing, renewing or continuing to use Spellbook, or on any recommendation, review, referral, testimonial or favourable treatment.

7. Gift Compliance

By participating, the Participant confirms that accepting the Reward is permitted by applicable law and their employer’s policies, that they have disclosed the Reward to their employer and/or obtained any required employer approval, and that accepting the Reward will not create a conflict of interest or influence any purchasing decision. The Participant must promptly notify Spellbook if this changes.

Spellbook may request written confirmation, and may withhold, cancel or require the return of the Reward if it reasonably believes that providing it would breach applicable law, an employer policy or these terms and conditions.

8. Delivery of Reward

After the Qualifying Trial starts, Spellbook will place the Reward order. The Participant will then receive an email from Spellbook’s fulfillment provider, typically within seven to nine business days, with instructions to select a ring size and confirm a shipping address (the “Preference Selection”). Once confirmed, the Preference Selection cannot be changed.

Spellbook will use commercially reasonable efforts to have the Reward sent within four weeks after the Preference Selection. Shipping timelines are estimates and are not guaranteed.

Spellbook can only ship to locations served by its fulfillment provider and may decline to ship to P.O. boxes, freight forwarders, temporary addresses or sanctioned or restricted regions. The Participant may be responsible for shipping charges outside Spellbook’s standard fulfillment regions.

Risk of loss passes to the Participant on delivery. Spellbook is not responsible for any Reward that is lost, delayed or undeliverable because of inaccurate information provided by the Participant. Visible damage must be reported to Spellbook within fourteen days of delivery, after which any defect, warranty, repair or support issue must be directed to Oura.

9. Forfeiture

If the Participant does not complete the Preference Selection, respond to Spellbook’s communications or provide requested information within the time stated in those communications, or cannot be verified as eligible, the Reward will be forfeited. Forfeited, unclaimed or undeliverable Rewards will not be replaced and have no cash value.

10. Taxes

There may be tax implications to the Reward. Participants should consult an accountant or tax professional for guidance. Participants are solely responsible for any taxes, duties, customs charges, import fees and tax reporting associated with the Reward.

11. Combinability

Unless Spellbook states otherwise in writing, the Promotion cannot be combined with any other Spellbook promotion, discount, offer or incentive, including Spellbook’s prior Oura Ring 5 demo promotion and any referral or expansion incentive. If a Participant or organization is eligible for more than one Spellbook promotion, Spellbook will determine which one applies.

12. Collection of Information

By participating, Participants agree that Spellbook may collect, use and share their personal information (including name, business email address, organization, role, shipping address and phone number) with its service providers and fulfillment partners to administer the Promotion, verify eligibility, prevent fraud and deliver the Reward, in accordance with Spellbook’s Privacy Policy, available at https://spellbook.com/legal/privacy-policy. Spellbook may also use this information to follow up with the Participant about Spellbook’s products and services and, where the Participant has separately consented, to send them commercial electronic messages, which they may unsubscribe from at any time.

13. Release

By participating in the Promotion, the Participant assumes all risk of injury, illness, loss or damage arising in connection with the Promotion or the Reward. To the maximum extent permitted by law, the Participant releases and discharges Spellbook and its parent companies, subsidiaries, affiliates and their respective employees, directors, officers, suppliers, agents and administrators from any and all claims, liabilities, damages, losses and expenses arising directly or indirectly out of the Participant’s participation in the Promotion or the receipt, use, delivery or non-delivery of the Reward.

Any product, warranty, defect, health-related or subscription claim relating to the Reward must be directed to Oura.

14. Affiliation with Oura

Oura is not a sponsor of, affiliated with or involved in the administration of the Promotion. Oura, Oura Ring and related marks are the property of their respective owners and are referenced only to identify the Reward. Spellbook is not responsible for any Oura product, app, subscription, warranty, data practice or support matter.

15. Fraud and Disqualification

If Spellbook suspects fraudulent or abusive behaviour, gaming of the system, use of multiple identities, false information or any other violation of these terms and conditions, Spellbook may disqualify the Participant, withhold, cancel or require the return of the Reward, and exclude the Participant or organization from future promotions.

16. General

Spellbook reserves the right to amend, suspend, withdraw or end the Promotion at any time without notice, provided that no change will affect a Reward already earned, except where required by law or to address fraud, abuse or ineligibility. Spellbook is the sole arbiter of these terms and conditions and of any issue arising under the Promotion, and will act reasonably and in good faith.

The Promotion is void where prohibited and is not open to Participants located in Quebec. An invitation to participate does not guarantee that a Participant will qualify for the Reward, be offered a trial or be accepted as a customer of Spellbook.

Spellbook’s standard terms, including its Terms of Service, trial terms, order forms and data processing agreements, each apply according to their terms and are not affected by the Promotion. If these terms and conditions conflict with any other Promotion communication, these terms and conditions govern. If any provision of these terms is found unenforceable, the remaining provisions continue in full force and effect.

These terms and conditions are governed by the laws of the State of New York and the federal laws of the United States applicable there where Spellbook US Inc. is the sponsor, and by the laws of the Province of Ontario and the federal laws of Canada applicable there where Dialog Enterprises Inc. is the sponsor, and the courts of the applicable jurisdiction have exclusive jurisdiction over any dispute.