TERMS AND CONDITIONS

This Agreement to provide HR Membership Services (the “Agreement”) is made and entered into by and between the business named above (“Client”) and Executive Resource Group, LLC, a South Carolina company with offices at 521 Village Church Drive, Chapin, SC 29036 (“Provider” or “guHRoo (formerly ERG)”).

This Agreement contains the terms and conditions relevant to the services that guHRoo (formerly ERG) will administer to “Client” including an outsourced Human Resource (HR) service delivered via web site, email and phone communications (the “Service”). All services provided both by employees of guHRoo (formerly ERG), partners of guHRoo (formerly ERG), and through electronic communications, Internet Websites or “apps” are covered in said terms.

Client will be provided to online access to the HR Support Center and HR Pros On-Demand. These services will be administered both online and via phone. These services will be administered by guHRoo (formerly ERG) employees and partners in accordance with this Agreement.

• SERVICES PROVIDED. Provider will provide Client the Services agreed upon in accordance with this Agreement. The terms and conditions of this Agreement will also apply to any additional services which Client employs guHRoo (formerly ERG) to perform unless otherwise stated. The Services will include:
  • Access to Unlimited Ask the HR Pro Questions.
  • Question of the Month, Business / HR News Articles, Glossary of HR Terms, and HR Resources.
  • Online HR Library including HR Forms and Letters, Job Descriptions, and Q&A Database.
  • Employee Handbook Customization and State and Federal Employment Law summaries.
  • Unlimited HR Document Customization.
• BILLING. Payment will be due in full upon execution of this agreement.
• TERM AND TERMINATION. This Agreement shall remain in effect for a 12-month term effective on the date of this agreement.
• FEES AND CHARGES. Client agrees to pay guHRoo (formerly ERG) for Services in accordance with the fees set out in this Agreement. Client will also reimburse guHRoo (formerly ERG) should any sales, use or similar taxes be imposed by federal, state or local governments as a result of this Agreement.
• CHANGES IN SERVICE. guHRoo (formerly ERG) reserves the right to change the terms, conditions, and fees for the Service at any time. guHRoo (formerly ERG) will attempt to provide thirty (30) days prior notice of any such changes, including fees. Client may discontinue using and terminate the Services before the change becomes effective if they do not agree to be bound by said change. If Client continues to use the Service after the change becomes effective, it will be bound by the change. The timing of an advance notice of change may be shortened when permitted or required by law.
• CLIENT SECURITY. “Client Confidential Information” will mean all information disclosed or otherwise made available by the Client to guHRoo (formerly ERG) that is marked confidential or is of the nature that a reasonable person would identify it as being confidential, and the name, social security number, address, bank, and/or wage information of Client and Client’s employees provided to guHRoo (formerly ERG) by Client. guHRoo (formerly ERG) will use reasonable care to prevent the disclosure of such Client Confidential Information to any unauthorized person or entity. guHRoo (formerly ERG) may disclose Client Confidential Information to its employees, affiliates, subsidiaries, partners, agents, and contractors to: (i) perform or offer Services; (ii) offer additional products or services; (iii) perform analysis to determine Client’s qualification to receive future services; and (iv) collect Amounts Due. Provider may disclose Client’s payment experiences with guHRoo (formerly ERG) to credit reporting agencies and supply vendor references on behalf of Client. guHRoo (formerly ERG) may also disclose Client Confidential Information (i) to its attorneys, accountants, and auditors; and (ii) pursuant to federal, state, or local law, regulation, court order, legal process, or governmental investigation. The obligations set forth in this section will not apply to any Client Confidential Information that: (i) Client has agreed is free of any nondisclosure obligations; (ii) at the time of disclosure was free of any nondisclosure obligations; (iii) is independently developed by guHRoo (formerly ERG) or that guHRoo (formerly ERG) lawfully received, free of any nondisclosure obligations, from a third party having the right to furnish such Client Confidential Information; or (iv) is or becomes available to the public without any breach of this Agreement or unauthorized disclosure.
• CLIENT ONLINE ACCOUNT. In the event Client accesses Services online or through any mobile or other electronic devices (“Client Online Account”), Client is solely responsible for (i) designating who is authorized to have access to Client’s Online Account; (ii) safeguarding all of Client’s passwords, usernames, logins or other security features used to access Client’s Online Account (“Client Online Account Access”); (iii) Client’s use of Client’s Online Account under any usernames, logins or passwords; (iv) ensuring that use of Client’s Online Account complies fully with the provisions of this Agreement; and (v) any unauthorized access, or use, of Client’s Online Account caused by Client’s actions or inactions, including, without limitation, its failure to safeguard Client Online Account or Client Online Account Access. Client is solely responsible for the maintenance and routine review of computing and electronic system usage records (i.e. log files) and the security of its own data, data storage, computing device(s), other electronic systems, and network connectivity. Client acknowledges and agrees that guHRoo (formerly ERG) is not liable to Client, Client’s employees or any other third party for any consequences, losses, or damages resulting from unauthorized access or use of Client Online Account as set forth in this section.
• INDEMNIFICATION. Client agrees to indemnify guHRoo (formerly ERG), its employees and agents, and to hold them harmless from all loss, damages, and expenses (including reasonable attorney fees) in connection with any claim which may arise out of or as a result of this Agreement or the performance of guHRoo (formerly ERG), including, without limitation, any claim arising out of the use of information furnished by Client.
• LIMITATION OF LIABILITY. Client specifically acknowledges and agrees that: (i) guHRoo (formerly ERG) cannot be held liable for any loss or damage resulting to Client or others from this Agreement or guHRoo (formerly ERG) actions or omissions hereunder unless guHRoo (formerly ERG) is found to have committed intentional misconduct or acted in a grossly negligent manner; (ii) guHRoo (formerly ERG) cannot be held liable for any actions or omissions of Client or any third parties, including, but not limited to, Client errors, wage and hour violations, sex or other types of prohibited discrimination, or other employment policies or actions which may violate the law; (iii) any liability of guHRoo (formerly ERG) hereunder is limited to the dollar amount actually paid to guHRoo (formerly ERG) by Client in the current term; (iv) guHRoo (formerly ERG) is not providing any legal advice or counsel; and (v) guHRoo (formerly ERG) may in its sole discretion outsource any of the Services provided hereunder to outside businesses or entities and that guHRoo (formerly ERG) is not responsible for or liable for any acts or omissions of any such outside business or entity that is not owned or controlled by guHRoo (formerly ERG). guHRoo (formerly ERG) further acknowledges and agrees the accuracy and the integrity of the Services guHRoo (formerly ERG) provides is limited by the nature of information the Client provides and, therefore, Client represents and warrants that all information it provides to guHRoo (formerly ERG) will be true and accurate and may be relied upon by guHRoo (formerly ERG) and that Client will ensure the accuracy of any documents or information provided by guHRoo (formerly ERG) to Client immediately. All specifications, stored data, and programs utilized or developed by guHRoo (formerly ERG) in connection with the Agreement (except those furnished by Client) are and shall remain the sole property of guHRoo (formerly ERG), and the Client agrees to respect the confidentiality and proprietary nature of all such information.

This Agreement supersedes all prior agreements, proposals or understandings, whether written or oral. This Agreement shall be governed by the laws of the State of South Carolina, and any action brought by either party arising out of the Agreement, shall be brought only in the State of South Carolina. It is agreed that all disputes, claims, and controversies between guHRoo (formerly ERG) and Client arising from this Agreement or any related documents or instruments, or otherwise, including without limitation, contract, tort, and other claims, shall be determined by a single arbitrator pursuant to the Commercial Arbitration Rules, and under the auspices, of the American Arbitration Association in South Carolina; provided, however, that no arbitrator shall have the power to enjoin or restrain any act of guHRoo (formerly ERG) or Client. This Agreement may be amended only in writing signed by both parties.

To assure that Client’s inquiries are handled promptly, courteously and accurately, guHRoo (formerly ERG) may monitor and/or record telephone conversations and electronic communications between Client and guHRoo (formerly ERG) without additional prior notification to Client or Client’s employees, and Client will so advise Client’s employees who communicate with guHRoo (formerly ERG) by telephone or electronic means.

This Agreement, the documents set forth in Section 1, the Fee Schedule, any user guides (online or otherwise) and any addendum to this Agreement (hereinafter called “Contract Documents”) constitute the entire agreement between guHRoo (formerly ERG) and Client regarding the Service.

Any Client representative identified by Client in this Agreement, via the Service Site or in any certification, notice or other communication delivered to guHRoo (formerly ERG) may receive information, communications and notices regarding the Service, and is authorized to transact all business, make all agreements and sign and deliver all documents in connection with the Services. If the identity of such a representative changes, Client will promptly notify guHRoo (formerly ERG) in writing. guHRoo (formerly ERG) will have a reasonable time after receipt of a certification, notice or other communication to act on it.

Governing Law. This Agreement shall be interpreted and construed in accordance with the laws of the State of South Carolina, without regard to the conflicts of laws principles thereof.
Assignment. Client shall not assign this Agreement without the prior written consent of guHRoo (formerly ERG). The provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. guHRoo (formerly ERG) may assign this Agreement at any time in its sole discretion.

Electronic Transmission. This Agreement, and any amendments hereto, by whatever means accepted, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effect as if it were an original signed version thereof delivered in person. At the request of guHRoo (formerly ERG), Client shall execute or re-execute original forms of this Agreement and shall deliver them to guHRoo (formerly ERG). Neither party hereto shall argue that a contract was not formed hereunder based on either (i) the use of electronic means to deliver a signature or to indicate acceptance of this Agreement or (ii) the fact that any signature or acceptance of this Agreement was transmitted or communicated through electronic means; and each party forever waives any related defense.
Further Assurances. Client agrees to do such further acts and things, and to execute and deliver such additional documents agreements and instruments, as Provider may at any time and from time to time request in connection with the administration of the Service and with the administration or enforcement of this Agreement.

Client has caused this Agreement to be executed (by signature, electronic signature or by clicking to approve) on the date written above by a principal/owner of Client, which by execution hereof (whether by signature, electronic signature, or by clicking to approve), such person represents that he or she is a principal of Client and has the authority to execute this Agreement on behalf of Client and bind Client to this Agreement.