This Membership Agreement (“Agreement”) is made on the date Member executes membership purchase or renewal and agrees to this Agreement (the "Effective Date") between HR Branches ("HRB") with offices located at 523C S. Cascade Ave., Colorado Springs, CO 80903, and the Member entity executing this Agreement, including all current and former employees, owners, agents, and representatives (collectively, “Member”).  HRB and Member may be referred to individually as a “Party” and collectively as the “Parties.”

RECITALS:

WHEREAS, HRB provides human resources consulting services as described more fully in HRB’s “Menu of Services” via memberships and certain a la carte projects as may be seen HERE and updated from time to time in HRB’s sole discretion (the “Membership Services”).    

WHEREAS, Member would like to utilize the Membership Services and acknowledges and agrees to be bound by the terms and conditions listed herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties agree as follows:

•  MEMBERSHIP & SCOPE OF SERVICES
  •  This Agreement forms a legally binding agreement between Member and HRB and governs Member’s access and use of the Membership Services. This Agreement further covers HRB’s provision of the Membership Services. 
  •  Scope of Services. Member has elected to receive Membership Services based on the membership level chosen at the time of purchase and / or renewal.   HR Branches reserves the right to adjust (within reason) the scope of Membership Services at anytime.
  •  Consulting Hours. All consulting hours under the Membership Services are available to Member throughout the duration of their membership.  Once Member terminates the Membership Services, all consulting hours and other residual Membership Services must be used within 90 days of termination or they will be forfeited. 
  •  Handbook Updates. Annual employee handbook updates are completed each year during November and December.  Member agrees and understands that it is up to the Member to communicate and deliver timely policy and practices (as appropriate for the employee handbook) updates to HRB.  Member agrees and understands that it is up to the Member to communicate and deliver the updates to employees unless otherwise agreed in writing with HRB.
  •  BY ACCESSING OR USING ANY OF THE MEMBERSHIP SERVICES, MEMBER AGREES TO BE BOUND AND ABIDE BY THIS AGREEMENT AND ANY AMENDMENTS THERETO. READ THIS AGREEMENT CAREFULLY BEFORE USING ANY OF THE MEMBERSHIP SERVICES, AS THIS AGREEMENT AFFECTS MEMBER’S LEGAL RIGHTS.  IF MEMBER DOES NOT AGREE TO THE TERMS SET FORTH IN THIS AGREEMENT, MEMBER MUST IMMEDIATELY CEASE USE OF ANY OF THE MEMBERSHIP SERVICES AND ADVISE HRB.
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  •  Fees. As full consideration for the receipt of the Membership Services, Member shall pay HRB fees as set as identified at the time of purchase and/or renewal.
  •  Billing and Payment.
    • Recurring Membership Services. Member shall be billed automatically for all recurring Membership Services on a monthly basis.
    • Annual Membership Services. Member shall be billed automatically for all recurring Membership Services on an annual basis.
    • A la carte/Add-on Membership Services. HRB will bill Member separately for one-time/intermittent Membership Services performed.  Member will pay invoices in U.S. dollars within 15 days of the date of HRB’s invoice.
    • Payment Methods. Payments due hereunder must be made by credit card, ACH debit, or such other method as may be agreed upon by HRB. Member shall have no right of offset or withholding under this Agreement.
      • In the event any payment made by Member is returned as non-sufficient, Member shall reimburse HRB for any bank fees incurred plus a $35 processing fee.
    •  Late Fees & Suspension of Membership Services. Any amounts not paid by Member when due to HRB shall be subject to a late payment fee of 10% of the total unpaid and overdue account balance every 14 calendar days, compounded monthly.  Furthermore, if any amounts due to HRB from Member becomes past due for any reason, HRB may at its option and without further notice withhold further Membership Services, and HRB may retain control of Member’s online profiles until all invoices have been paid in full, and such withholding of Membership Services and/or exercise of control shall not be considered a breach or default of any of HRB’s obligations under this Agreement.
  •  No Refunds. HRB maintains a no refunds policy unless specifically agreed upon otherwise in writing.  By accessing any of the Membership Services, Member acknowledges that no one has represented to Member that refunds available.  HRB considers this policy a material inducement to entering into contracts with Members.  Member acknowledges that if it initiates a credit card chargeback or bank reversal for charges previously paid, HRB may issue an additional $250 fee to Member.
•  WARRANTY
  •  The Membership Services are professional services and advice related to human relations and employment issues. HRB does not warrant in any form the results or achievements of the Membership Services provided or the resulting work product and deliverables. HRB warrants that that the Membership Services will be performed by qualified personnel in a professional and workmanlike manner in accordance with the generally accepted industry standards and practices. HRB shall comply with all statutes, ordinances, regulations and laws of all international, federal, state, county, municipal or local governments applicable to performing the Membership Services hereunder. As set forth in Section 8.3 hereof, HRB is not a law firm, nor does it employ attorneys.  As such, none of HRB’s Membership Services or advice are to be construed or considered as legal advice. 
  •  LIMITATION OF WARRANTY. THE WARRANTY SET FORTH IN THIS ARTICLE 3. IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES, WORK PRODUCT OR DELIVERABLES PROVIDED UNDER THIS AGREEMENT, OR AS TO THE RESULTS WHICH MAY BE OBTAINED THEREFROM. HRB DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PURPOSE, OR AGAINST INFRINGEMENT. HRB SHALL NOT BE LIABLE FOR ANY SERVICES OR WORK PRODUCT OR DELIVERABLES PROVIDED BY THIRD PARTY VENDORS IDENTIFIED OR REFERRED TO THE MEMBER BY HRB DURING THE TERM OF THIS AGREEMENT, MEMBER 'S EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY IS REPERFORMANCE OF THE MEMBERSHIP SERVICES, OR IF REPERFORMANCE IS NOT POSSIBLE OR CONFORMING, REFUND OF AMOUNTS PAID UNDER THIS AGREEMENT FOR SUCH NON-CONFORMING MEMBERSHIP SERVICES.
•  OWNERSHIP OF WORK PRODUCT
  •  Member acknowledges and agrees that HRB’s name, services, and all logos, designs, text, graphics, software, content, files, materials, and other intellectual property rights contained therein, including without limitation, any copyrights, patents, trademarks, proprietary or other rights arising thereof, are owned by HRB or its affiliates and licensors.
  •  This is not a work-for-hire agreement. The copyright in all deliverables created hereunder for Member shall belong to HRB. All intellectual property rights in all pre-existing works and derivative works of such pre-existing works and other deliverables and developments made, conceived, created, discovered, invented or reduced to practice in the performance of the Membership Services hereunder are and shall remain the sole and absolute property of HRB, subject to a worldwide, non-exclusive license to Member for its internal use as intended under this Agreement, and HRB retains all moral rights therein.
  •  Member expressly agrees not to do anything inconsistent with HRB’s ownership of all of the intellectual property discussed herein. Member further agrees that there are no rights, title, or interest in or to any Membership Services, except as stated in this Agreement.  In addition, except as expressly set forth in this Agreement, Member is not conveyed any right or license in or under any patent, trademark, copyright, or other proprietary rights of HRB or any third party. 
  •  For any Membership Services which enable Member to use any software, content, or other materials owned or licensed by HRB, HRB grants Member a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the specific Membership Services, and any related software, content, or other materials FOR MEMBER’S INTERNAL USE ONLY.
•  TERMINATION
  •  Termination for Breach. Either Party may terminate this Agreement at any time in the event of a breach by the other Party of a material covenant, commitment or obligation under this Agreement that remains uncured 15 calendar days following written notice thereof. Such termination shall be effective immediately and automatically upon the expiration of the applicable notice period, without further notice or action by either Party. Termination shall be in addition to any other remedies that may be available to the non-breaching Party.
  •  Termination for Convenience. HRB may terminate this Agreement at any time with or without cause by giving 30 days prior written notice.
  •  Obligations Upon Termination. Termination of this Agreement for any reason shall not discharge either Party's liability for obligations incurred hereunder and amounts unpaid at the time of such termination. Member shall pay HRB for all Membership Services rendered prior to the effective date of termination.
  •  Service Concerns. Notwithstanding anything to the contrary herein, HRB strives to provide quality Membership Services that Member can rely on.  In the event that Member is unhappy or concerned with the Membership Services provided, before terminating the Agreement under this Article 5, Member shall communicate with HRB and the Parties will endeavor to find a solution.  In the event no solution can be reached, then Member may proceed with Termination as outlined herein.
•  RESTRICTIONS
  •  Member is prohibited from, and expressly agrees that it will not:
    •  Share login information with non-members;
    •  Post inappropriate, inaccurate, or offensive content to membership forums and discussions;
    •  Circumvent or disable any content protection system or digital rights management technology used with any Membership Services;
    •  Decompile, reverse engineer, disassemble, or otherwise reduce any Membership Services to a human-readable form;
    •  Remove identification, copyright, or other proprietary notices in or on the Membership Services;
    •  Access or use any Membership Services in an unlawful or unauthorized manner, or in a manner that suggests an association with HRB’s content, products, services or brands, unless Member has an executed agreement with HRB that allows for such activity;
    •  Use, alter, copy modify, store, sell, reproduce, distribute, republish, download, publicly perform, display, post, transmit, create derivative works of, or exploit any Membership Services or any part thereof, except as expressly authorized in this Agreement or as part of the Membership Services provided to Member;
    •  Introduce a virus or other harmful component, or otherwise tamper with, impair, or damage any Membership Services or connected network, or interfere with any person or entity’s use or enjoyment of any of the Membership Services;
    •  Access, monitor, or copy any element of the Membership Services using a robot, spider, scraper or other automated means or manual process without HRB’s express written permission; or
    •  Sell, resell, or make commercial use of the Membership Services, unless you have an executed agreement with HRB that expressly allows for such activity.
  •  INDEMNIFICATION
    •  Each Party (the "Indemnifying Party") agrees to indemnify, defend and hold the other Party and its affiliates and their respective officers, directors, employees and agents harmless from and against all third-party claims, losses, liabilities, damages, expenses and costs, including attorney's fees and court costs, arising out of the Indemnifying Party's (a) negligence or willful misconduct or (b) its material breach of any of the terms of this Agreement. The Indemnifying Party's liability under this Section shall be reduced proportionally to the extent that any act or omission of the other Party, or its employees or agents, contributed to such liability. The Party seeking indemnification shall provide the Indemnifying Party with prompt written notice of any claim and give complete control of the defense and settlement of the Indemnifying Party, and shall cooperate with the Indemnifying Party, its insurance company and its legal counsel in its defense of such claim(s). This indemnity shall not cover any claim in which there is a failure to give the Indemnifying Party prompt notice to the extent such lack of notice prejudices the defense of the claim.
      • Member expressly agrees and understands that HRB shall have no liability with respect to any on-site Membership Services. Member further agrees that it will defend and indemnify HRB with regard to any liability for bodily injury or harm arising out of or occurring during any onsite Membership Services. 
    •  ARTICLE 7 STATES THE ENTIRE OBLIGATION AND THE EXCLUSIVE REMEDIES WITH RESPECT TO THE PARTIES' INDEMNIFICATION OBLIGATIONS PURSUANT TO THIS AGREEMENT.
  •  LIMITATION OF LIABILITY; ACTIONS
    •  EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS UNDER ARTICLE 7 OF THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BY LIABLE UNDER THIS AGREEMENT TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, AND COSTS OF COVER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. SUBJECT TO THE MEMBER'S OBLIGATION TO PAY THE FEES TO HRB, EACH PARTY'S ENTIRE AGGREGATE LIABILITY FOR ANY CLAIMS RELATING TO THE SERVICES OR THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY THE MEMBER TO HRB UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. THIS SECTION SHALL SURVIVE THE TERMINATION OF THE AGREEMENT.
    •  NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.
    •  MEMBER EXPRESSLY AGREES AND ACKNOWLEDGES THAT ANY ADVICE PROVIDED BY HRB IS NOT TO BE CONSTRUED AS LEGAL ADVICE. IN FACT, HRB STRONGLY URGES MEMBER TO CONSULT LEGAL COUNSEL TO ADVISE AS TO THE LEGAL IMPLICATIONS OF THE SERVICES.  MEMBER FURTHER EXPRESSLY AGREES AND ACKNOLWEDGES THAT IN THE EVENT MEMBER FAILS TO SEEK LEGAL COUNSEL, MEMBER ASSUMES THE RISK OF ANY AND ALL LEGAL IMPLICATIONS ARISING THEREFROM.
    •  MEMBER EXPRESSLY AGREES AND ACKNOWLEDGES THAT HRB CANNOT BE HELD RESPONSIBLE FOR MEMBER’S IMPLEMENTATION (OR LACK THEREOF) OF HRB’S RECOMMENDATIONS.
  •  MEMBER COOPERATION
    •  Member agrees to comply with all reasonable requests of HRB and shall provide HRB's personnel with access to all documents and facilities as may be reasonably necessary for the performance of the Membership Services under this Agreement. Member expressly agrees and understands that HRB’s performance of Membership Services under this Agreement is dependent upon the information provided by Member.
    •  Member agrees and understands that its participation (or lack thereof) in the Membership Services will directly impact Member’s success and results, and HRB cannot guarantee any specific results or be held responsible for Member’s actions.
  •  THIRD-PARTY SERVICES

Certain Membership Services may integrate, be integrated into, or be provided in connection with third-party websites, services, content, and/or materials (“Third-Party Services”).  HRB does not control any Third-Party Services.  HRB further makes no claim or representation regarding the Third-Party Services, and accepts no responsibility for, the quality, content, nature, or reliability of Third-Party Services accessible from HRB’s websites, software or any other element of the Membership Services.  There Is no implied affiliation, endorsement, or adoption by HRB of these Third-Party Services, and HRB shall not be responsible for any content provided on or through these Third-Party Services. 

•  Relationship of the Parties.

The relationship of the Parties hereto is that of independent contractors. Nothing in this Agreement, and no course of dealing between the Parties, shall be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the Parties or between one Party and the other Party's employees or agents. Neither Party has the authority to bind or contract any obligation in the name of or on account of the other Party or to incur any liability or make any statements, representations, warranties or commitments on behalf of the other Party, or otherwise act on behalf of the other.

•  Force Majeure.

Neither Party shall be liable hereunder for any failure or delay in the performance of its obligations under this Agreement, except for the payment of money, if such failure or delay is on account of causes beyond its reasonable control, including civil commotion, war, fires, floods, accident, earthquakes, inclement weather, telecommunications line failures, electrical outages, network failures, governmental regulations or controls, casualty, strikes or labor disputes, terrorism, pandemics, epidemics, local disease outbreaks, public health emergencies, acts of God, or other similar or different occurrences beyond the reasonable control of the Party so defaulting or delaying in the performance of this Agreement, for so long as such force majeure event is in effect. Each Party shall use reasonable efforts to notify the other Party of the occurrence of such an event within 5 business days of its occurrence.

•  Governing Law and Venue.

This Agreement will be governed by and interpreted in accordance with the laws of the State of Colorado. The Parties hereby agree that any action arising out of this Agreement will be brought solely in any state or federal court located in El Paso County, Colorado.

•  DISPUTE RESOLUTION

Any dispute arising out of or relating to this Agreement, including the alleged breach, termination, validity, interpretation and performance thereof (“Dispute”) shall first be submitted to mediation before the commencement of a lawsuit by either Party.

•  Attorney's Fees.

If either Party incurs any legal fees associated with the enforcement of this Agreement or any rights under this Agreement, the prevailing Party shall be entitled to recover its reasonable attorney's fees and any court, arbitration, mediation, or other litigation expenses from the other Party.  This includes any collection expenses that HRB may incur with regard to any unpaid sums owed by Member.

If any provision or portion of this Agreement shall be rendered by applicable law or held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions or portions shall remain in full force and effect.

Each term and provision of this Agreement that should by its sense and context survive any termination or expiration of this Agreement, shall so survive regardless of the cause and even if resulting from the material breach of either Party to this Agreement.

No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving Party. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of this Agreement thereafter.

•  Entire Agreement; Modification.

This Agreement, and any exhibits attached hereto, is the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior agreement or communications between the Parties, whether written, oral, electronic or otherwise. Each Party acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any Party, or anyone acting on behalf of any Party, which are not contained in this Agreement, and that no other agreement, statement, or promise not contained in this Agreement will be valid or binding. No change, modification, amendment, or addition of or to this Agreement or any part thereof shall be valid unless in writing and signed by authorized representatives of the Parties.

Last Modified 2/23/2023

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TERMS OF USE

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS WEBSITE. By using this website, you signify your consent to these terms of use. If you do not agree to these Terms of Use, please do not use the website.

Your access to and use of this website, as well as all related websites operated by HR Branches, LLC (which includes www.hrbranches.com, among others) (collectively the “Site”), is subject to the following terms and conditions (“Terms of Use”) and all applicable laws. By accessing and browsing the Site, you accept, without limitation or qualification, the Terms of Use and acknowledge that any other agreements between you and the Site are superseded and of no force or effect:

1. Agreement. You agree that the Site itself, as well as all content, videos, training materials, products, services and/or other materials, made available on the Site by us or other third parties, as well as the look and feel of all of the foregoing, (collectively referred to as the “Content”) are maintained for your personal use and information by HR Branches, LLC, (the “Company”) and are the property of the Company and/or its third party providers. You agree that such Company Content shall include all proprietary videos, HTML/CSS, Javascript, graphics, voice, and sound recordings, artwork, photos, documents, and text as well as all other materials included in the Site, excluding only the materials you provide. Subject to your compliance with these Terms of Use, the Company hereby grants you a limited license, which is non-exclusive, non-transferable, and non-sublicensable, to access, view, and use the Site solely for your personal purposes. No Company Content may be copied, reproduced, republished, uploaded, posted, transmitted, distributed, used for public or commercial purposes, or downloaded in any way unless written permission is expressly granted by the Company. Modification of the Content or use of the Content for any other purpose is a violation of the copyright and other proprietary rights of the Company, as well as other authors who created the materials, and may be subject to monetary damages and penalties. You may not distribute, modify, transmit or use the content of the Site or any Content, including any and all software, tools, graphics and/or sound files, for public or commercial purposes without the express written permission of the Company.
2. Ownership. All Content, such as text, data, graphics files, videos and sound files, and other materials contained in the Site, are copyrighted unless otherwise noted and are the property of the Company and/or a supplier to the Company. No such materials may be used except as provided in these Terms of Use.
   1. If you send comments or suggestions about the Site to the Company, including, but not limited to, notes, text, drawings, images, designs or computer programs, such submissions shall become, and shall remain, the sole property of the Company. No submission shall be subject to any obligation of confidence on the part of the Company. The Company shall exclusively own all rights to (including intellectual property rights thereto), and shall be entitled to unrestricted use, publication, and dissemination as to all such submissions for any purpose, commercial or otherwise without any acknowledgment or compensation to you.
3. Intellectual Property. All trade names, trademarks, and images and biographical information of people used in the Company Content and contained in the Site, including without limitation the name and trademark “HR Branches”, are either the property of, or used with permission by, the Company. The use of Content by you is strictly prohibited unless specifically permitted by these Terms of Use. Any unauthorized use of Content may violate the copyright, trademark, and other proprietary rights of the Company and/or third parties, as well as the laws of privacy and publicity, and other regulations and statutes. Nothing contained in this Agreement or in the Site shall be construed as granting, by implication or otherwise, any license or right to use any Trademark or other proprietary information without the express written consent of the Company or third-party owner.
   1. The Company respects the copyright, trademark, and all other intellectual property rights of others. The Company has the right, but has no obligation, to remove content and accounts containing materials that it deems, in its sole discretion, to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, or otherwise objectionable or violates any party’s intellectual property or these Terms of Use. If you believe that your intellectual property rights are being violated and/or that any work belonging to you has been reproduced on the Site or in any Content in any way, you may notify Company at [email protected]. Please provide a notice containing all of the following information:
      1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
      2. A description of the intellectual property that you claim has been infringed;

• Copies of any applicable copyright and/or trademark registrations;

1. A URL and/or description of where the material that you claim is infringing is located on the Site;
2. Your address, telephone number, and e-mail address;
3. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the owner of the intellectual property or authorized to act on the owner's behalf; and
• Any other information you believe is relevant.

4. Site Use. The Company grants you a limited, revocable, nonexclusive license to use this Site solely for your own personal use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works, or other use. You agree not to copy materials on the Site, reverse engineer or break into the Site, or use materials, products or services in violation of any law. The use of this Site is at the discretion of the Company, and the Company may terminate your use of this Site at any time.
5. Intended Audience. This website is intended for adults only. This website is not intended for any children under the age of 13.
6. No Legal Advice. HR Branches provides general information about Human Resources. Please note that the information provided, while reliable, is not legal advice. Please seek legal assistance, or assistance from State, Federal, or International governmental resources, to make certain your legal interpretation and decisions are correct for your location and circumstances. The purpose of this information is for guidance, ideas, and assistance on general HR matters.
7. Communications. When you register with the Company and/or this Site, you expressly consent to receive any notices, announcements, agreements, disclosures, reports, documents, communications concerning new products or services, or other records or correspondence from the Company. You consent to receive notices electronically by way of transmitting the notice to you by email.
8. Assumption of Risk. The Company shall use commercially reasonable efforts to restrict unauthorized access to our data and files. However, no system (whether or not password protected) can be entirely impenetrable. You acknowledge that it may be possible for an unauthorized third party to access, view, copy, modify or distribute the data and files you store using the Site. Use of the Site is completely at your own risk.
9. Membership Term. Your membership will become effective upon receipt of payment.  Upon termination of membership, all remaining services (unused consulting time, etc.) will expire after 90 days of membership termination.  If left unused, unused services will no longer be available to former members after 90 days of annual membership termination.  
10. Compliance with Laws. You agree to comply with all applicable laws regarding your use of the website. You further agreed that information provided by you is truthful and accurate to the best of your knowledge.
11. Disclosure of Information. The Company will not intentionally disclose any personally identifying information about you to third parties, except where the Company, in good faith, believes such disclosure is necessary to comply with the law or enforce these Terms of Use. By using the Site, you signify your acceptance of the Company’s Privacy Policy, https://www.hrbranches.com/pages/privacy-policy. If you do not agree with this Privacy Policy, in whole or part, please do not use this Site.
12. DISCLAIMER. WHILE THE COMPANY USES REASONABLE EFFORTS TO INCLUDE ACCURATE AND UP-TO-DATE INFORMATION IN THE SITE, THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS AS TO ITS ACCURACY. THE COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE SITE.  NEITHER THE COMPANY NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR MAINTAINING THE SITE AND/OR ANY CONTENT ON THE SITE SHALL BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS TO OR USE OF THE SITE. WITHOUT LIMITING THE FOREGOING, ALL CONTENT ON THE SITE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF THE MATERIALS IN THE SITE, THE RESULTS OF THE USE OF SUCH MATERIALS, THE SUITABILITY OF SUCH MATERIALS FOR ANY USER’S NEEDS OR THE LIKELIHOOD THAT THEIR USE WILL MEET ANY USER’S EXPECTATIONS, OR THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR CORRECTION.  THE COMPANY DOES NOT WARRANT THAT USE OF THE MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE, THE CONTENT, AND/OR THE MATERIALS AVAILABLE ON THIS SITE ARE FREE FROM BUGS OR VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME ALL RESPONSIBILITY FOR THE COST OF ALL NECESSARY REPAIRS OR CORRECTIONS. THE COMPANY SHALL NOT BE RESPONSIBLE FOR ANY PERFORMANCE OR SERVICE PROBLEMS CAUSED BY ANY THIRD-PARTY WEBSITE OR THIRD-PARTY SERVICE PROVIDER. ANY SUCH PROBLEM SHALL BE GOVERNED SOLELY BY THE AGREEMENT BETWEEN YOU AND THAT PROVIDER. No advice or information, whether oral or written, obtained by you from or through the Site shall create a warranty not expressly stated in these Terms of Use.  Please note that the applicable jurisdiction may not allow the exclusion of implied warranties. Some of the above exclusions may thus not apply to you.
13. SERVICE DISRUPTION/PERFORMANCE. THE COMPANY SHALL NOT BE RESPONSIBLE FOR ANY PERFORMANCE OR SERVICE PROBLEMS CAUSED BY ANY THIRD-PARTY WEBSITE OR THIRD-PARTY SERVICE PROVIDER (including, for example, your web service provider service, Stripe and/ or PayPal payment services, your software and/or any updates or upgrades to that software). ANY SUCH PROBLEM SHALL BE GOVERNED SOLELY BY THE AGREEMENT BETWEEN YOU AND THAT PROVIDER. THE COMPANY RESERVES THE RIGHT TO DETERMINE, IN ITS SOLE DISCRETION, WHETHER THE COMPANY IS RESPONSIBLE FOR ANY SUCH MALFUNCTION OR DISRUPTION. THE COMPANY ALSO RESERVES THE RIGHT TO LIMIT YOUR USE OF THE SITE AND/OR THE CONTENT OR TO TERMINATE YOUR ACCOUNT SHOULD THE COMPANY DETERMINE THAT YOU HAVE VIOLATED THESE TERMS OF USE, OR THAT YOU HAVE VIOLATED ANY OTHER RULES OR CONDITIONS OF THE COMPANY. THE COMPANY RESERVES THE RIGHT TO REFUSE ACCESS TO THE SITE AND/OR THE COMPANY’S CONTENT, PRODUCTS AND/OR SERVICES TO ANYONE IN ITS SOLE DISCRETION. THE COMPANY RESERVES THE RIGHT TO DETERMINE, IN ITS SOLE DISCRETION, WHETHER THE COMPANY IS RESPONSIBLE FOR ANY SUCH MALFUNCTION OR DISRUPTION. THE COMPANY MAY, IN ITS SOLE DISCRETION, REFUND THE INITIAL FEE CHARGED FOR ANY USE OF THE SITE AND/OR ANY CONTENT OR A PRO-RATA PORTION THEREOF CONSISTENT WITH THE COMPANY’S REFUND POLICY. THE COMPANY SHALL REFUSE ANY REFUND THIRTY (30) DAYS AFTER YOUR PAYMENT FOR USE OF THE SITE AND/OR ANY CONTENT, EITHER PURSUANT TO THE COMPANY’S CUSTOMER LICENSE AGREEMENT OR OTHERWISE, REGARDLESS OF THE REASON FOR DISRUPTION.
14. LIMITATION OF LIABILITY. TO THE EXTENT ALLOWED BY LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, RELIANCE OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR NOT, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS OF PROPERTY, EQUIPMENT, INFORMATION OR DATA, LOSS OF PROFITS, REVENUE OR GOODWILL, COST OF CAPITAL, COST OF REPLACEMENT SERVICES, OR CLAIMS FOR SERVICE INTERRUPTIONS OR TRANSMISSION PROBLEMS, OCCASIONED BY ANY DEFECT IN THE SITE, THE CONTENT, AND/OR RELATED MATERIALS, THE INABILITY TO USE SERVICES PROVIDED HEREUNDER OR ANY OTHER CAUSE WHATSOEVER WITH RESPECT THERETO, REGARDLESS OF THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF THE COMPANY HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
15. I You agree to indemnify and hold the Company and each of its directors, officers employees, and agents, successors, and assigned harmless from any and all liabilities, claims, damages and expenses, including reasonable attorney’s fees, arising out of or relating to (i) your breach of this Agreement, (ii) any violation by you of law or the rights of any third party, (iii) any materials, information, works and/or other content of whatever nature or media that you post or share on or through the Site, (iv) your use of the Site or any services that the Company may provide via the Site, and (v) your conduct in connection with the Site or the services or with other users of the Site or the services. The Company reserves the right to assume the exclusive defense of any claim for which we are entitled to indemnification under this Section. In such event, you shall provide the Company with such cooperation as is reasonably requested by the Company.
16. Scope of Terms of Use. The provisions of these Terms of Use are for the benefit of the Company, its subsidiaries, affiliates and its third-party content providers and licensors, and each shall have the right to assert and enforce such provisions directly or on its own behalf.
17. Applicable Law. This agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without giving effect to any principles of conflicts of law. You further submit to the exclusive jurisdiction of the state and federal courts sitting in Denver County, Colorado. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
18.   If any provision of these Terms of Use shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms of Use will otherwise remain in full force and effect.
19.   The failure of the Company to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. Any waiver of these Terms of Use by the Company must be in writing and signed by an authorized representative of the Company.
20.   The Company may terminate these Terms of Use at any time, with or without notice, for any reason.
21. Relationship of the Parties. Nothing contained in these Terms of Use or your use of the Site shall be construed to constitute either party as a partner, joint venturer, employee or agent of the other party, nor shall either party hold itself out as such. Neither party has any right or authority to incur, assume or create, in writing or otherwise, any warranty, liability or other obligation of any kind, express or implied, in the name of or on behalf of the other party, it being intended by both parties that each shall remain independent contractors responsible for its own actions.
22. Entire Agreement. These Terms of Use constitute the entire agreement between you and the Company, and governs the terms and conditions of your use of the Site, and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and with respect to this Site. Notwithstanding the foregoing, you may also be subject to additional terms and conditions, posted policies (including but not limited to the Privacy Policy), guidelines, or rules that may apply when you use the Site.
23. Amendments. These Terms of Use may be revised from time to time by updating this posting. You are bound by any such revisions and should therefore periodically visit this page to review the then-current Terms of Use to which you are bound. Your continued use of this Site after any changes have been made to the Terms of Use signifies and confirms your acceptance of any such changes or amendments to the Terms of Use.

If you have any questions regarding these Terms of Use, please contact us at [email protected].

Last Updated: February 2, 2023