Silver Membership

This Membership Terms of Service Agreement (“Agreement”) governs Client’s use of the Web site (“Site”) and the Membership Services (“Services”) of EverythingHR (“EHR”), a California corporation. By purchasing an EHR Membership (“Membership”) and using the Site or Services, Client agrees to the terms of this Agreement. Some of EHR’s Services have additional terms and conditions (“Additional Terms”). Where Additional Terms apply to a Service, EHR will make them available for Client to read through prior to its use of that Service. By using the Services, Client agrees to the Additional Terms.

I.  Purchase, Renewal, Pricing and Payment

A.  Membership Dues

The applicable Membership Dues (“Dues”) will be determined at the time of initial Membership purchase or annual renewal (“Renewal”) and are based upon the membership tier selected. Payment is due in full at the time of membership enrollment upon receipt of EHR invoice unless automatic monthly payments are selected. Client authorizes EHR to charge for Dues using the billing method the Client selects. EHR may change how it structures Memberships and Dues amounts from time to time, but changes will apply only to new and renewal Memberships. Except as provided in this Agreement or any Additional Terms, Dues paid by Client are non-refundable. However, within ten (10) business days of the purchase date of the new Membership or the Automatic Renewal charge date of the Membership, EHR will refund the new Membership Dues if the new Client did not use the Membership to obtain an eligible discount during the first ten (10) calendar days of the Membership term; or ii) if existing Client’s Membership was renewed during the current Membership term and the renewal Membership term has not yet started.

B. Automatic Renewal

The initial term of Client’s Membership will last for one year (“Initial Term”). Each Membership will automatically renew each year for additional one-year periods commencing on the day after the previous term ends unless: (i) Client has elected to opt-out of Automatic Renewal Membership after enrollment by emailing ClientSuccess\@EverythingHR.com or calling 1-833-447-9111 to notify EHR of Client’s decision to opt out of Automatic Renewal Membership; (ii) Client paid for the Membership with another form of payment, such as check, in which case Client was not opted in to Automatic Renewal Membership; or (iii) Client Membership is cancelled or EHR terminates the Membership. Automatic Renewal Membership fees will be billed automatically via ACH payment or the credit card Client provided when enrolling in Membership, or the form of payment EHR currently has on file for Client, in the amount of the then current Dues, approximately one month prior to the Membership expiration date.

UNLESS CLIENT NOTIFIES EHR BEFORE A CHARGE THAT CLIENT WANTS TO CANCEL OR DOES NOT WANT TO AUTO RENEW, CLIENT UNDERSTANDS ITS MEMBERSHIP WILL AUTOMATICALLY CONTINUE AND CLIENT AUTHORIZES EHR (WITHOUT NOTICE TO CLIENT, UNLESS REQUIRED BY APPLICABLE LAW) TO COLLECT THE THEN-APPLICABLE DUES USING ANY CREDIT CARD OR ACH PAYMENT INFORMATION EHR HAS ON RECORD FOR CLIENT.

Client may elect Automatic Renewal Membership at any time by opting in and providing a credit card or ACH payment information.

If all credit cards EHR has on file for Client are declined for payment of Dues, Client has 30 days to provide EHR a new credit card or its Membership will be canceled. If Client provides EHR with a new card and is successfully charged within 30 days, Client’s Renewal Term will be based on the original renewal date and not the date of the successful charge.

If Client chooses not to sign up for automatic Membership renewal and its Membership Dues have not been paid, Client’s Membership will first be suspended at the end of the Membership term and then, if Dues remain unpaid, expire within one month of the fiscal year of Client’s then-current term.

II. Terms of Membership

A. Activation

New Memberships will be activated upon EHR’s receipt of both the applicable Dues payment and requisite new Client information.

B. New Client Induction

Upon activation of new Memberships, EHR will contact the authorized users to invite them to participate in a comprehensive webinar on-boarding which is conducted on a regular and continuous basis. Existing Clients will also be able to attend the webinars at any time for no cost.

C. Duration

EHR Memberships last a full year. This Agreement will continue from year-to-year and automatically renew on its anniversary date, until terminated pursuant to its terms. There will be no refunds, partial or full, for early Membership cancellations by either EHR or the Client, except as provided in Section I. B. above.

D. Compliance

Clients must comply with all existing EHR Member rules. EHR may terminate Clients or otherwise enforce its Member rules against Clients to the fullest extent allowed.

III. Services

A. Description of Client Services

• EHR is a national, full service Human Resources Consulting firm providing a wide range of HR solutions to companies of all sizes. Membership Services are based on membership tier selected, and may include: 
• Access to Live Helpline for live HR consultations
• Access to extensive HR Reference Library
• 24/7 access to EHR website featuring our Professional HR Management Suite, including: 
• Federal and State Topic Analysis
• State Law Chart Builder
• 1,600+ Checklists, Forms, & Training Materials
• Actionable News
• FLSA & California Exemption Audit Tool
• Job Description Manager
• Sample HR Policies
• Employee Handbook Builder (additional costs apply)
• Personalized compensation program review with analysis and recommendations
• Full-function and customizable Employee Opinion Survey tool, benchmarked against normative data, addressing up to 12 assessment dimensions
• Access to our award-winning E-Learning Portal, pre-populated with EHR’s 70+ most popular on-line courses. Free access is only for the active contacts on the active EHR Client roster (typically HR, Payroll, Finance and Executive staff).
• Access to our award-winning E-Learning Harassment Prevention Training Suite. Suite includes the CA Supervisor AB1825-compliant course, a CA employee-level course and a Federal (non-CA) version of the course. All versions are also available in Spanish.
• Other on-line training modules are available for purchase at greatly-reduced per user seat rates. Clients will also be able to custom design offerings of many award-winning courses, as well as company-specific curriculum.
• Leadership Skills Assessment to identify potential gaps which may be hindering productivity and/or leading to unnecessary turnover/li>
• For those California-based Memberships verified as eligible, access to thousands of dollars of state-funded training funds. EHR takes care of all the paperwork. Eligible Clients can send supervisors and managers to a 40-hour EHR Leadership Academy at no cost, and to a 24-hour Senior Leadership Academy at a deeply discounted Client price.
• Predictive Index Behavioral Assessments to assess, analyze, predict and address workplace behaviors relative to: 
• Hiring, selection and on-boarding
• Employee engagement and retention
• Team development
• Discovering high performers
• Overcoming sales slumps
• No cost and low-cost webinars on critical, late-breaking employee relations and compliance issues for HRCI and SHRM credit.
• No cost and low-cost HR educational and networking events. Examples include: 
• Annual Workplace & Employment Law Updates – Held at five locations throughout CA. These full-day events feature top attorneys and subject matter experts providing insight on how best to prepare for the upcoming year in light of new laws and recent trends.
• Quarterly Roundtables – Designed to maximize both educational and networking opportunities. brokers are offered the opportunity to send clients at no cost.
• EHR Leadership Academy – Discounted rates on this 40-hour Public Training program covering 10 critical training modules, conducted year-round at various locations throughout the state. Clients that qualify for CA state training funds (ETP) are able to send employees at no cost.
• Senior Leadership Academy – Discounted rates on this three-day program held at various locations throughout the state. Even more deeply discounted rates for those eligible for CA state funded training (ETP).
• SHRM CP and SCP Certification Prep Course – A 12-week instructor-led webinar program to prepare for the certification exam. Discounted course fee is zero for Clients eligible to use state training funds.
• On-Line CA HR Generalist Certificate Course – Discounted nine-module program with exams leading to a CA HR Generalist Certification.
• On-Line Federal HR Generalist Certificate Course – Discounted eight-module program with exams leading to a Federal HR Generalist Certification.
• On-Line Leaves of Absence Certificate Course – Discounted six-hour, four-module program with exam leading to a Certification.
• Weekly email updates on critical HR news
• Employee handbook review
• Advocacy efforts provided by affiliated legal committee comprised of the top labor law firms in California
• Access to special discounts and services through vetted partners for background screening, recruiting, Leave of Absence management, employee perks, etc.
• Access to EHR’s team of internal subject matter experts which include top industry specialists covering: 
• Leaves of Absence
• Terminations
• Wage & Hour / Classifications
• Employee Discipline
• Performance Management
• State and Federal Laws – and updates
• HR Best Practices
• Compensation
• Affirmative Action
• Unemployment Insurance
• Training and Development
• Organizational Development
• Workplace Behaviors
• C-Level Support
• Other specialties that may be added from time to time
• Reduced Client Services pricing on a full range of critical initiatives beyond Membership services, including: 
• Affirmative Action Plan development
• Compensation/Total Rewards Program Consulting
• Training and Development (On-Site, On-Line and Public Workshops)
• Management Consulting
• Unemployment Insurance Claims Administration

B. Services Terms

Subject to the timely payment of all applicable Dues and the terms and limitations set forth in this Agreement, EHR agrees to provide all Memberships with non-transferable and non-exclusive access to the Services.

EHR is constantly changing and improving its Services, and may add or remove functionalities or features, or may suspend or stop certain Services altogether, with or without notice to Client.

Client acknowledges and understands the nature of the Services provided by EHR are not intended to be a substitute for professional legal, tax or financial advice. In addition, the Helpline Services do not include or constitute legal, tax or financial advice. The Helpline Services are designed to provide general information to human resources professionals regarding human resources situations commonly encountered, without the need for investigation or research. EHR does not provide any guarantees that any Client who utilizes the Helpline Services will achieve a specific result or experience fewer or less serious claims or losses as a result of using such Services.

Similarly, EHR’s Training and other Membership Services do not include or constitute legal, tax or financial advice.

Client acknowledges that in the event the law(s) applicable to the topics addressed in the Client ’s use of the Services change(s) after the date the Services are accessed or rendered, that EHR will not specifically contact Client concerning any such changes.

C. Accessibility

Client agrees that from time to time the Services may be inaccessible or inoperable for any reason, including, without limitation:

• Equipment malfunctions\

 • Periodic maintenance procedures or repairs which EHR may undertake from time to time\

 • Causes beyond the control of EHR or which are not reasonably foreseeable by EHR

Under no circumstances will EHR be held liable for any delay or failure in performance due in whole or in part to any acts of nature or other causes beyond its reasonable control.

IV. General Terms

A. Notice

Any notice required to be given pursuant to this Agreement shall be either sent by email or fax or overnight delivery by any private mail carrier as follows:

EverythingHR

400 N. Continental Blvd\

 El Segundo, CA 90245\

 Email: ClientSuccess\@EverythingHR.com\

 Fax: (213) 742-0301

B. Termination

Either party shall have the right to terminate this Agreement, for any reason and without penalty, upon thirty (30) days prior written notice to the other party. Termination shall be effective on the thirty-first day after the requisite notice is provided (“termination date”). Upon termination of the Agreement, each party agrees to return all restricted property belonging to the other and not to further use such restricted property except as necessary to fulfill any contractual obligations which may survive termination.

C. Governing Law and Venue

This Agreement shall be governed by the laws of the State of California, without regard to its choice of law rules. The parties agree that any legal proceedings arising out of or relating to this Agreement shall be conducted in Los Angeles County, California, or, if in federal court, in the United States District Court, Central District of California.

D. Entire Agreement

The Agreement contains the entire understanding of the parties regarding its subject matter. All previous agreements or understandings concerning the subject matter of this Agreement, if any, whether written or oral, separate or contained in another agreement, are superseded.

E. Severability

Should any term or provision herein be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of this Agreement shall nonetheless remain in full force and effect.

F. Successors

This Agreement shall be binding upon and inure to the benefit of the respective parties and their permitted assigns and successors in interest.

G. No Recovery of Attorneys’ Fees

Should any court action be filed by either party under this Agreement, each such party shall pay its own attorneys’ fees and costs.

H. Counterparts

This Agreement may be executed in one or more counterparts and the several executed counterparts will be considered but one document.

I. Third Party Rights

This Agreement does not and shall not be construed to give any third-party rights, except that Client shall be entitled to enjoy the benefits of their Memberships for their duration as specified in Section ll C.

J. Disclaimer and Limitations on Our Liability

CLIENT USES THE SITE AND SERVICES AT ITS OWN RISK. THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EHR AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDER, PARENT, SUBSIDIARY, AFFILIATES, AGENTS, AND LICENSORS (REFERRED TO COLLECTIVELY AS “AFFILIATES”) DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE AND SERVICES (INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE AND NON-INFRINGEMENT).

IN PARTICULAR, EHR AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE SITE OR SERVICES (INCLUDING, WITHOUT LIMITATION, ANY RECOMMENDATIONS OR OTHER CONTENT AVAILABLE ON OR THROUGH THE SITE OR SERVICES), OR THE CONTENT OF ANY WEB SITES OR RESOURCES LINKED TO THE SITE OR SERVICES. EHR AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR: (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (B) ANY PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM CLIENT’S ACCESS TO OR USE OF THE SITE OR SERVICES; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL OR FINANCIAL INFORMATION; (D) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SITE OR SERVICES; (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SITE OR SERVICES BY ANY THIRD PARTY; OR (F) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, E-MAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE ON OR THROUGH THE SITE OR SERVICES.

EHR AND ITS AFFILIATES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD-PARTY PRODUCT OR SERVICE RECOMMENDED, ADVERTISED OR OFFERED ON OR THROUGH THE EHR SITE OR SERVICES OR ANY LINKED WEB SITE.

CLIENT UNDERSTANDS AND AGREES THAT ANY MATERIAL OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR SERVICES IS DONE AT CLIENT’S OWN RISK AND THAT CLIENT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING FROM DOING SO. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CLIENT FROM EHR OR THROUGH THE SITE OR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER EHR NOR ITS AFFILIATES WILL BE LIABLE UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO USE OF THE SITE OR SERVICES.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to Client. To the extent EHR may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of EHR’s liability will be the minimum permitted under such law.

K. Changes to these Terms

From time to time, EHR may change these Terms and Conditions. If EHR does, EHR will inform Client by posting the revised Terms and Conditions on the Site. Those changes will go into effect immediately on posting on EHR Site and that date will be shown as the Revision Date in the revised Terms and Conditions. By continuing to use EHR’s Site or Services, Client agrees to the revised Terms.