ōen studios

Terms of Service

Last updated: June 1, 2026

These Terms of Service (the “Terms”) form a legally binding agreement between you (“you” or "Client") and oen studios LLC (“we,” “us,” or “Service Provider”). Please read these Terms of Service (the “Terms”) carefully before accepting. By clicking “I agree,” completing checkout, or otherwise accepting these Terms through the digital consent process presented to you, you agree to these Terms. If you do not agree, do not complete your purchase or use the Services. 

The specific services, sessions, workshops, and deliverables you are purchasing (your "Order") are described on the booking page you used to complete your Order and the confirmation we send you after the purchase is processed. Your Order is incorporated into these Terms. If anything in your Order conflicts with these Terms, the Order governs as to that purchase.

1. Purpose, Authority & Electronic Acceptance.

   (a) Purpose. We desire to provide, and you desire to engage us for the consulting, coaching, facilitation, or related professional services expressly described in the Order pursuant to the terms and conditions herein.

   (b) Authority & Electronic Acceptance. You represent that you are at least eighteen (18) years old and have full legal authority to enter into these Terms, whether on your own behalf or on behalf of the organization you represent. If you are accepting on behalf of an organization, you represent that you have authority to bind that organization. You consent to transact, contract, and receive communications electronically, and you agree that your electronic acceptance of these Terms (including by clicking "I agree" or by completing checkout) is legally binding and has the same legal effect as a handwritten signature. You agree that we are not required to deliver non-electronic records in connection with your purchase.

2. Term. The Terms take effect when you accept them or first access or use the Services (the “Effective Date”) and will remain in effect until the Services described in the Order are completed unless terminated earlier in accordance with these Terms.

3. Services. 

   (a) Scope of Services. We provide coaching, consulting, facilitation, workshops, advisory, training, and related professional services (collectively, the "Services"). The specific Services you are purchasing are described in your Order. We have no obligation to you until you have paid the applicable fees in full and we have accepted your Order. 

   (b) Subcontractors. You acknowledge and agree that we may use subcontractors to perform the Services. We shall remain responsible for all Services performed by subcontractors. 

   (c) Service Provider Capacity. 

   (i) Capacity Events. Circumstances may arise that temporarily limit or prevent us from performing some or all of the Services, including, but not limited to, illness, injury, disability, family or caregiver leave, personal leave, or similar events affecting availability (each, a “Capacity Event”). This Section governs Capacity Events exclusively and operates independently of the force majeure provisions in Section 16.

   (ii) Notice. If we become aware of a Capacity Event thirty (30) or more days before its expected onset, we will give you written notice at least fourteen (14) days in advance, including (where reasonably practicable) the anticipated duration and our continuity plan. If we become aware of a Capacity Event with less than thirty (30) days' lead time, we will notify you as soon as reasonably practicable.

   (iii) Continuity. In responding to a Capacity Event, we may, in our sole discretion: (i) delegate any or all affected Services to subcontractors as permitted under Section 3(b) or (ii) propose a revised timeline. If we propose a revised timeline, we will negotiate with you in good faith for ten (10) business days. If we cannot reach agreement within that period, we may set the revised timeline in our reasonable discretion, taking into account the remaining scope and the circumstances of the Capacity Event.

   (iv) No Reduction of Fees or Refunds. A Capacity Event does not excuse, reduce, or defer any payment obligation, and the no-refund provisions in Section 5 continue to apply in full. Provided we comply with the notice and continuity obligations above, we will not be liable for any delays, missed deadlines, or incomplete Services resulting from a Capacity Event, and a Capacity Event will not constitute a breach of these Terms.

   (d) Use of Technology and Artificial Intelligence. We may use artificial intelligence, machine learning, automated tools, and large language models, whether as standalone applications or as features integrated into the software platforms we use in the ordinary course of business, to support the Services, including for research, drafting, analysis, project management, and administrative functions. Software platforms we use for project management, file storage, communication, scheduling, or other operational purposes may incorporate AI features that operate automatically or in the background, and our use of those platforms falls within this Section. We remain responsible for all deliverables and materials regardless of the tools used to prepare them.

   (e) Session Records. From time to time, we may wish to record a session, workshop, or event for our internal training, coaching development, learning, and quality-improvement purposes. We will not record any session, workshop, or event without first obtaining your consent. If you consent, any resulting recording is our property, will be used solely for the internal purposes described above and will be stored on secure, access-controlled cloud platforms maintained by us or our service providers. We will treat any portion of a recording that contains your Confidential Information in accordance with Section 10. You may withdraw your consent as to future recordings at any time.

4. Attendance; Rescheduling; Package Expiration. You are solely responsible for attending the sessions, workshops, or events included in your Order. Non-Attendance (by you or any of your invitees) does not entitle you to a refund, credit, or rescheduling, and does not reduce or suspend your payment obligations. For purposes of these Terms, “Non-Attendance” means: failing to attend or join a session, workshop, or event; joining more than 10 minutes after it is scheduled to begin; or leaving before it concludes. If you request to reschedule a scheduled session, workshop, or event less than one (1) business day before the scheduled date, we reserve the right to decline specific dates and times you have proposed for rescheduling, and the actual date and time of any rescheduled Services will be determined by us in our sole discretion. We will notify you about any additional Fees that may apply for rescheduling Services. If your Order includes a package or bundle of multiple sessions, workshops, or events, you must schedule and complete all such sessions, workshops, or events within twelve (12) months after the date of your Order (the "Package Period"). Any sessions, workshops, or events not scheduled and completed before the end of the Package Period will expire and be forfeited, with no refund, credit, or extension, and your payment obligations will not be reduced or suspended. We may, in our sole discretion, grant an extension of the Package Period upon your written request.

5. Fees; No Refunds; Reimbursed Expenses. The fee for your Services is the amount shown at checkout, which you pay in full at the time of purchase. Fees are exclusive of taxes, which are your responsibility (except for our income taxes). All fees are non-refundable (except as expressly provided in Section 7). Your payment secures our availability, commitment, and allocation of resources for your Services and is deemed earned upon receipt. No refund, credit, or other adjustment will be made for any Services you cancel, reschedule, decline to use, or attend only in part, except as required by applicable law. You shall reimburse us for reasonable expenses incurred in performing the Services, provided such expenses are pre-approved in writing. If we submit a pre-approval request and do not receive a written response within five (5) business days, the expenses shall be deemed pre-approved. We may invoice you for reimbursable expenses, and you shall pay each invoice within thirty (30) days after the invoice date. Any amount not paid when due will accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, calculated from the original due date until paid in full.

6. Client Cooperation & Non-Responsiveness. You agree to respond to our reasonable requests for information, scheduling, and input needed for us to deliver the Services you purchased. If you fail to cooperate or respond for more than ten (10) calendar days after our written request, we may suspend or terminate the Services without refund, and we will not be liable for any delay or non-delivery caused by your non-cooperation.

7. Warranty & Disclaimer. We warrant that the Services will be performed in a professional and workmanlike manner, consistent with generally accepted industry standards.

   EXCEPT AS EXPRESSLY STATED IN THIS SECTION, THE SERVICES, ALL DELIVERABLES, AND ALL MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT ANY PARTICULAR RESULT OR OUTCOME. YOU ACKNOWLEDGE THAT THE SUCCESS OF COACHING, CONSULTING, AND FACILITATION SERVICES DEPENDS ON FACTORS BEYOND OUR CONTROL, INCLUDING YOUR OWN COOPERATION, EFFORT, AND EXECUTION.

   YOU MUST NOTIFY US IN WRITING OF ANY ALLEGED BREACH OF THE LIMITED WARRANTY IN THIS SECTION 7 WITHIN THIRTY (30) DAYS OF DISCOVERING THE NON-CONFORMANCE, AND IN NO EVENT LATER THAN SIXTY (60) DAYS AFTER WE HAVE COMPLETED PERFORMANCE OF THE APPLICABLE SERVICES. FAILURE TO PROVIDE TIMELY NOTICE SHALL CONSTITUTE A WAIVER OF ANY WARRANTY CLAIM.

   YOUR EXCLUSIVE REMEDY FOR A BREACH OF THIS WARRANTY IS RE-PERFORMANCE OF THE NON-CONFORMING SERVICES OR, IF RE-PERFORMANCE IS NOT PRACTICABLE, A REFUND OF THE FEES PAID FOR THOSE NON-CONFORMING SERVICES, SUBJECT TO SECTION 12.

8. Intellectual Property; Your License. 

   (a) Service Provider IP. All of our materials, methodologies, frameworks, templates, tools, canvases, workbooks, workshop content, training materials, and other intellectual property, whether pre-existing or created, conceived, or reduced to practice in connection with the Services, are and remain our exclusive property. This is not a work-for-hire arrangement, and you acquire no ownership rights in any of our materials or deliverables.

   (b) License to Client. Subject to your payment of all applicable fees and your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, perpetual license to use the deliverables and materials that we provide you, solely for your internal purposes. This license does not include the right to transfer, sublicense, distribute, sell, resell, or share deliverables or materials with any third party without prior written consent from Service Provider.

   (c) Restrictions. You shall not, and shall not permit any third party to: (i) copy, reproduce, modify, adapt, translate, or create derivative works of any of our materials; (ii) sell, resell, license, sublicense, distribute, rent, lease, or otherwise transfer any of our materials; (iii) use our materials for the benefit of any third party; (iv) remove or alter any proprietary notices; or (v) reverse engineer, disassemble, or decompile any of our materials. Any additional products, templates, or frameworks of ours beyond what you purchased must be separately licensed.

9. Confidentiality. “Confidential Information” means any non-public information we provide or make available to you (whether marked as confidential or not) in connection with the Services, including our methodologies, frameworks, templates, content, pricing, and business information, as well as the contents of any participant or cohort discussions. You agree to (i) keep Confidential Information strictly confidential, using at least the same care you use to protect your own similar information; (ii) use Confidential Information only to receive and benefit from the Services; and (iii) not disclose it to any third party without our prior written consent. Confidential Information does not include information that is or becomes publicly available through no act of yours, that you lawfully possessed before disclosure, or that you independently develop without reference to our Confidential Information. If you are legally compelled to disclose Confidential Information, you will give us prompt notice (where not prohibited) so we may seek protective relief. Your confidentiality obligations survive for three (3) years after we finish delivering the Services.

10. Marketing & Testimonials. We may use your name, likeness, logo, and any testimonials you provide for marketing and promotional purposes, including on websites, social media, case studies, and proposals, subject to your prior consent. If you provide such consent, it shall apply to all uses described herein and no additional approval shall be required for subsequent uses. We will not misrepresent the nature of your relationship with us. This right survives termination.

11. Indemnification. You will indemnify, defend, and hold harmless us and our affiliates, officers, directors, employees, agents, subcontractors, and representatives from and against any and all third-party claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from or related to: (i) the breach of your obligations, representations, or warranties under these Terms; (ii) intellectual property infringement or misappropriation resulting from materials, data, or other content provided by you or your combination of any deliverables or materials with other products, services, or materials not provided by us; (iii) violations of applicable laws, regulations, or third-party rights by you; (iv) your use or misuse of the Services; (v) your negligent acts or omissions or willful misconduct; or (vi) your failure to provide accurate information. 

12. Limitations of Liability. 

    (a) Damages Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE BE LIABLE TO YOU UNDER THESE TERMS FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, LOSS OF DATA, LOSS OF ANTICIPATED SAVINGS, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO OR LOSS OF GOOD WILL OR REPUTATION, COSTS OF COVER, COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES, BUSINESS INTERRUPTION, AND ANY OTHER COMMERCIAL LOSSES, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, MISREPRESENTATION, STATUTORY DUTY, CONTRIBUTION, INDEMNITY, OR ANY OTHER THEORY OF LIABILITY, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN.

    (b) Damages Cap. OUR TOTAL CUMULATIVE LIABILITY FOR ANY AND ALL LOSSES ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ORDER, WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, MISREPRESENTATION, STATUTORY DUTY, CONTRIBUTION, INDEMNITY, OR ANY OTHER THEORY OF LIABILITY, WILL NOT EXCEED THE GREATER OF (I) THE TOTAL AMOUNT OF FEES YOU ACTUALLY PAID TO US UNDER THESE TERMS IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (II) $500.

    (c) Time Limitation. NO ACTION MAY BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THESE TERMS MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR PAYMENTS YOU OWE TO US.

    (d) Material Inducement. YOU ACKNOWLEDGE AND AGREE THAT THE FEES WE CHARGE REFLECT THE LIMITATIONS AND ALLOCATION OF RISK SET FORTH IN THIS SECTION, AND THAT WE WOULD NOT ENTER INTO THESE TERMS WITHOUT THESE PROVISIONS.

    (e) Failure of Essential Purpose. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

13. Termination. We may suspend or terminate your access to the Services (with no refund) if you materially breach these Terms, including, without limitation, non-payment, unauthorized use of our materials, non-cooperation as described in Section 6, or conduct that is inappropriate, fraudulent, or unlawful. You may stop using the Services at any time, but no refund is owed for unused Services (see Section 5). On termination: (i) you must promptly return or destroy our Confidential Information; and (ii) any accrued payment obligations shall survive.
    

14. Relationship of the Parties. We are an independent contractor. Nothing in these Terms creates an employment, agency, partnership, joint venture, or fiduciary relationship between you and us.
    

15. Continuity of Obligations. These Terms remain binding and enforceable upon you, including your representatives and permitted successors and assigns, regardless of any changes in your personnel, leadership, or organizational structure. You acknowledge and agree that any such changes will not affect your obligations or our rights under these Terms. You will ensure that any new personnel, including executives or decision-makers, are informed of and comply with these Terms.
    

16. Force Majeure. We shall not be liable for any delay or failure in performance caused by events beyond our reasonable control that render performance impracticable or impossible, including, without limitation, natural disasters, pandemics, epidemics, public health emergencies, strikes, labor disputes, terrorism, war, civil unrest, government actions, and utility, network, or telecommunications failures. We shall use commercially reasonable efforts to mitigate the impact of such events.
    

17. Dispute Resolution.

    (a) Governing Law. These Terms are governed by and construed in accordance with the laws of the State of New York, without regard to any conflict or choice of law principles, whether of the State of New York or of any other jurisdiction, that would result in the application of the laws of a jurisdiction other than the State of New York.

    (b) Exclusive Dispute Resolution Process. You and we agree that any claim arising out of or relating to these Terms, including their validity, breach, termination, or enforcement, will be resolved exclusively through the dispute resolution process set forth below. Except as expressly provided herein, neither you nor we may initiate or pursue any litigation in court for any matter related to these Terms.

    (c) Informal Resolution. Before pursuing formal dispute resolution, you and we agree to exercise good-faith efforts to resolve disputes through informal discussions. The party initiating a dispute will provide written notice to the other, describing the issue in reasonable detail. You and we will attempt to resolve the dispute within thirty (30) days from the date of notice.

    (d) Mediation. If informal resolution does not resolve the dispute within the thirty (30)-day period set forth in Section 17(c), you and we agree to submit the dispute to mediation in New York, New York, administered by a mutually agreed-upon mediator. Mediation costs will be shared equally by you and us.

    (e) Agreement to Arbitrate & Scope. If mediation does not resolve the dispute, the matter will be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect, except as modified herein. The arbitration will be conducted in New York, New York. Notwithstanding the agreement to arbitrate, either you or we may bring an individual action in small claims court (or its equivalent) for any dispute or claim within that court's jurisdictional limits, in lieu of arbitration, so long as (i) the action remains in such court, (ii) it proceeds only on an individual basis (no class, collective, consolidated, or representative claims), and (iii) it is not removed or appealed to a court of general jurisdiction.

    (f) Arbitrator. The arbitration will be conducted by a single arbitrator mutually agreed upon by you and us within fifteen (15) business days after delivery of a request for arbitration. If you and we fail to agree upon an arbitrator within such period, the AAA will appoint an arbitrator within ten (10) business days. The arbitrator must (i) be a licensed attorney with at least ten (10) years of experience in commercial transactions or professional services matters, and (ii) have no material business relationship with you or us.

    (g) Procedure. The arbitration hearing must be completed within ninety (90) days of the arbitrator's appointment, and the arbitrator must render a written decision within thirty (30) days thereafter. The arbitrator may extend these deadlines only upon a showing of good cause and for no more than thirty (30) additional days in the aggregate. Discovery is limited to the exchange of relevant documents, and depositions are not permitted absent a showing of exceptional need approved by the arbitrator. The arbitrator may consider dispositive motions applying standards under the Federal Rules of Civil Procedure.

    (h) Award & Fees. The arbitrator will render a written award with findings of fact and conclusions of law. The arbitrator has authority to grant any remedy available at law or in equity, including provisional relief, injunctive relief, and specific performance, but has no authority to award punitive or exemplary damages. The arbitration costs will be borne equally by you and us, subject to reallocation by the arbitrator in the final award. Judgment on the award may be entered in any court of competent jurisdiction.

    (i) Carve-Outs. Notwithstanding the foregoing, we may bring an action: (i) to enforce an arbitration award; (ii) to collect any fees or other amounts owed to us; (iii) to enforce our intellectual property rights or to address any misappropriation of our confidential information; or (iv) to seek injunctive or other equitable relief where we reasonably determine that such relief is necessary to prevent irreparable harm. For any action permitted by the foregoing, you and we each irrevocably submit to the exclusive jurisdiction and venue of the state and federal courts located in New York County, New York, and waive any objection based on improper venue, inconvenient forum, or lack of personal jurisdiction. No bond or other security will be required in connection with any such action.

    (j) Confidentiality. All aspects of the mediation and arbitration proceedings — including the existence of the dispute, all submissions, documentary evidence, and the outcome of the proceedings, including any awards — must be kept strictly confidential by you and us, except as required by applicable law or as necessary to confirm or enforce any award. You and we will seek the mediator's and arbitrator's respective agreement to maintain confidentiality and, to the extent applicable, will request a protective order for any confidential information disclosed in such proceedings.

    (k) Waivers. ALL DISPUTES MUST BE RESOLVED ON AN INDIVIDUAL BASIS. YOU WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR ARBITRATION, AND WAIVE ANY RIGHT TO CONSOLIDATE DISPUTES WITH THOSE OF ANY OTHER PERSON OR ENTITY. YOU AND WE EACH IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ACTIONS ARISING OUT OF OR RELATING TO THESE TERMS. YOU AND WE WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO APPEAL OR SEEK JUDICIAL REVIEW OF THE ARBITRATOR'S AWARD, EXCEPT AS REQUIRED TO CONFIRM OR ENFORCE THE AWARD.

18. General Provisions.
    (a) Assignment; No Third-Party Beneficiaries. Neither party may assign its rights or delegate its obligations under these Terms or any Order without the other party’s prior written consent; provided, we may assign our rights and delegate our obligations, without your prior written consent, to an affiliate or successor entity in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets. There are no third-party beneficiaries to these Terms.
    (b) Severability. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it valid, legal, and enforceable. If modification is not possible, the provision will be severed, and the remaining provisions will continue in full force and effect.
    (c) Headings; Construction. Headings are for convenience only and do not define, limit, or extend the scope of any provision. These Terms will not be construed against any party based on its role as the drafter.
    (d) Survival. Any provision of these Terms that by its sense and context is intended to survive termination or expiration will survive, regardless of cause and even if resulting from a material breach. This includes, without limitation, the following: Section 5 (Fees; No Refunds; Reimbursed Expenses), Section 6 (Client Cooperation & Non-Responsiveness), Section 7 (Warranty & Disclaimer), Section 8 (Intellectual Property; Your License), Section 9 (Confidentiality), Section 10 (Marketing & Testimonials), Section 11 (Indemnification), Section 12 (Limitations of Liability), Section 13 (Termination) (as it relates to the effect of termination), Section 14 (Relationship of the Parties), Section 15 (Continuity of Obligations), Section 17 (Dispute Resolution), and Section 18 (General Provisions).
    (e) Waiver. No waiver of any term or right under these Terms is effective unless in writing and signed by the waiving party. The failure of either you or us to enforce any provision is not a waiver of that or any other provision and does not impair the right to enforce it later.
    (f) Notices. Notices to us must be in writing and delivered by (i) hand delivery, (ii) registered or certified mail (return receipt requested), (iii) overnight courier, or (iv) email to: oen studios LLC 418 N Broadway Ste N Albany, NY 12207 Attention: Jennifer Fei, Founder & Principal (Email: jen@oenstudios.com). Notices to you may be sent to the email address you provided in your Order. Notices are deemed received when delivered. We may update our notice address by updating these Terms or sending you written notice.
    (g) Counterparts. Any document signed in connection with these Terms may be executed in counterparts, each of which is an original and all of which together constitute one instrument. An electronic signature has the same effect as an original.
    (h) Authority. Each person accepting or signing these Terms on behalf of an organization represents that they are authorized to bind that organization.
    (i) Entire Agreement. These Terms, together with your Order and any attachments, are the entire agreement between you and us on this subject and supersede any prior or contemporaneous agreements or communications, whether written, oral, or electronic. No modification or amendment is effective unless in writing and signed by each party's authorized representative, except for updates we make to these Terms as permitted in Section 18(j). You and we each have had the opportunity to obtain independent legal advice, and neither of us is relying on any representation or statement made by the other or by its employees, agents, or attorneys, except as expressly set forth in these Terms.
    (j) Changes to These Terms. We may update these Terms from time to time. Updated Terms apply to new purchases you make after the effective date of the update. For Services already paid for, the Terms in effect at the time of purchase continue to apply to such Services.