Compliance Center Terms and Conditions

Effective immediately upon your access (“Effective Date”) to the online portal (“Resource Portal”) provided by AssetHR, Inc. (“Company”), and subject to the following terms and conditions of service (“Agreement”), you will receive the herein contained benefits (“Customer”). Such benefits will be provided by either human resource professionals and/or attorneys (“Service Firm”) designated by Company. The Service Firm for this Agreement is Wagner, Falconer & Judd, Ltd. (“WFJ”). Company, in its sole discretion, may change the Service Firm. This Agreement is a binding agreement between Company, Customer, and Service Firm.

TITLE I – USE

A. Scope of Use – Company grants to Customer the right to access and use the benefits and services herein defined (“Services”) solely for its internal business purposes and solely in connection with its employees or business. Use of the Services shall not extend beyond the Customer and shall not be provided as a resource to any party other than Customer or its employees.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE, EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY SERVICES THAT CUSTOMER DID NOT ACQUIRE LAWFULLY.

B. Authorized Users and License. Company hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use the Resource Portal to access the Services, sample documents and other resources (“Company Materials”) during the Term solely for Customer’s internal business purposes in connection with its use of the Services. Company reserves the right to limit the number of users per Customer at its sole discretion.

C. Permissible Uses. Customer shall designate a specified number of individuals authorized to access the Resource Portal and use Services (“Users). Customer shall ensure Users, and only Users, access the Resource Portal and use the Services exclusively for authorized purposes and in a manner consistent with this Agreement and any applicable laws. Customer further agrees and shall ensure that Users agree not to interfere or disrupt networks connected to the Resource Portal or Services, not to interfere with another entity’s use of similar services and to comply with all regulations, policies and procedures of networks connected to the Resource Portal and the Services. Company may remove any violating content posted on the Services or transmitted through the Services without notice. Company may, at its option and without prejudice to its other rights and remedies, suspend or terminate any User’s access to the Resource Portal and Services if Company reasonably determines that such User has violated the terms and conditions of this Agreement.

D. Cooperation. Customer shall grant to Company access to such information, facilities, personnel, and equipment as Company may reasonably require, and shall cooperate in good faith, in order to permit Company to adequately provide service under this Agreement. Customer agrees that Company may refuse or be unable to provide Services if Customer fails to provide any requested information.

E. Broker or intermediary Liability. Customers who are brokers or who do business with third-party, non-employees or clients (“Broker Customer”), shall be liable for and indemnify Company for any adverse outcomes to any Customer or other third party resulting from Broker Customer’s negligence, misrepresentation, failure to provide complete and/or accurate information, or other breach of this Agreement. Customer understands and agrees that Company’s liability under this Agreement extends only to the Customer, and not to any third party.

F. Enforcement. Customer shall ensure that all Users of the Resource Portal and Services comply with the terms and conditions of this Agreement. If Customer becomes aware of any violation of its obligations under this Agreement caused by a User, Customer will immediately suspend access to the Resource Portal and Services by such User and promptly notify Company such violations.

G. Availability. Company shall use commercially reasonable efforts to make access to the Services through the Resource Portal available 24×7, except for scheduled downtime events where notice is provided to Customer, emergency downtime events, or Internet service provider failures or delays. Company will use commercially reasonable efforts to perform scheduled downtime events outside of normal business hours. Customer acknowledges that access to the Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Company is not responsible for any delays, delivery failures, or other damage resulting from such problems.

TITLE II – SERVICES AND BENEFITS

Company shall provide the Services outlined below through the Service Firm, subject to service standards outlined in this Agreement. All services are provided in English only. All inquiries submitted through the portal will be responded to within 4 business hours of receipt. Inquiries may be made by Customer 24/7. Answers will be provided within Service Firm’s normal business hours, which are Monday through Friday from 9:00 a.m. to 5:00 p.m. Central Time. All inquiries by telephone will be entered into the Resource Portal and answered, addressed, or responded to within 4 business hours of receipt as detailed above.

A. Scope of Services and Limitation of Liability
The scope of Services provided by the Service Firm shall be on a “per request” and “matter by matter” basis. Specifically, the Service Firm shall only provide legal representation and/or advice to Customers relating to discrete legal matters as requested by the Customer in the Resource Portal. The Service Firm shall represent the Customer only as it relates to these discrete legal matters. The Service Firm will not provide legal representation or services outside the scope of requests made within the online Resource Portal. For example, the Service Firm shall not be responsible for general investigation or auditing of a Customers’ business operations or records to determine general legal compliance.

The Service Firm will only offer Services, including but not limited to legal advice, relating to a single individual employee, person, or corporation, who must be identified by name to Service Firm at the time of the request for Services in the Resource Portal. The Service Firm does not offer Services applicable to any group or class of employees, persons, or corporations. The Customer and the Service Firm agree that the Service Firm is not responsible for any alleged erroneous or incomplete advice, legal or otherwise, provided by the Service Firm that the Customer may apply to any other individual persons, employees or corporations that were not identified by name to the Service Firm at the time of request for Services.

Once the Service Firm has responded to a request for legal services or advice in the Resource Portal, the Customer understands that the Service Firm’s representation of the Customer shall conclude as to that specific matter. For this reason, the Customer understands that the Service Firm’s advice and legal services are only warranted to be reasonable at the time the advice and/or legal services is provided. The Service Firm has no responsibility to update the Customer as to any changes in law. The Service Firm will indemnify the Customer for damages that may arise from any Service Firm error or omission that results in a claim against Customer by a single named employee, person, or corporation identified by the Customer at the time of the request for Services, but only for the damages to that single named individual employee, person, or corporation.

B. Access to Consultation Service
Customer receives an unlimited number of consultations with HR Professionals, including attorneys, on HR, employment matters, and general business matters, through the Resource Portal or, if appropriate, subsequent telephone calls. Consultations are available to the extent Service Firm deems it necessary to adequately advise Customer.

C. Access to Resource Portal
Customer will have access to a premium forms and documents library maintained by Company in the Resource Portal. The Customer understands that the sample forms and documents provided on the Resource Portal may not comply with every judicial decision from every federal, state and local court, nor may those forms and records comply with every federal, state, county or local law, statute, regulation and ordinance. Forms and documents are therefore provided in the Resource Portal solely as illustrations for the Customer to consider. The forms and documents shall not constitute legal advice. The sample forms, documents, and other resources provided through the Resource Portal should not be relied on by the Customer, as they are provided without any warranty. Neither the Company nor the Service Firm assume any responsibility or liability for Customer’s unilateral use of forms and documents within the Resource Portal. The Service Firm may on occasion, upon specific request by Customer through the Resource Portal, provide for legal consultation regarding any form, template or document obtained from the Resource Portal.
 

D. Access to Document Preparation and Contract Review
Customer will have assistance in preparation of certain employment documents, including an employment handbook, with the ability to obtain updates annually upon Customer’s specific request. Service also includes review or preparation of certain human resource documents which may include Non-Disclosure Agreements, Offer Letters, Performance Improvement Plans, Assessment Documents, and Separation Agreements. Customer can also present documents/contracts to Service Firm for review. Service Firm has sole discretion in providing documents, templates, contract review redline, or in declining to work with existing templates or forms provided by Customer.

E. Discount Rate on Attorney Assistance
During the term of this Agreement, Customer may use the Service Firm for any limitations, exclusions, or matters beyond the scope of this Agreement where attorneys are necessary (“Non-covered Matter”). Customer will receive a 25% discount off the standard hourly rate of any Service Firm attorney who agrees to assist Customer. This does not apply to contingency fee matters or flat fee arrangements. Customer must sign a separate retainer for representation to make use of the discount attorney rate. Service Firm has sole discretion in whether to accept a Non-covered Matter.

F. Limitations and Exclusions for All Services and Benefits
The following items and matters are specifically excluded from all the Services:
1. Any matter where an attorney needs to enter an appearance before a court, administrative agency, or in alternative dispute resolution (e.g., litigation, arbitration, mediation, etc.), except as expressly provided elsewhere in this Agreement;
2. Any matter for which Customer is covered by or seeking indemnity or defense under an insurance policy;
3. Any federal, state, or local tax matters;
4. Consultation on and preparation of letters in response to IRS or ACA Penalty Letters;
5. Any matter involving ongoing litigation or administrative action, or other matter in which the Customer is already represented by an attorney;
6. Any action that directly or indirectly involves the Company, or any of its Affiliates, owners, directors, agents, employees, or associated law firms;
7. Any action that directly or indirectly involves any other Service Firm; provided, however, that a Service Firm may, at its sole discretion, represent Customer in a matter in which another Service Firm is representing another party as legal counsel;
8. Any action by Customer that directly or indirectly involves any other Customer;
9. Any action by Customer that would directly or indirectly create a conflict of interest for the Service Firm;
10. Any matter that, in the opinion of the Company or Service Firm, is frivolous in nature or objectionable;
11. Any case, matter, or requested service that is determined by the Company or Service Firm which has been resolved, which lacks sufficient merit, or that has been raised an inordinate or unreasonable number of times without a change in circumstances. Determinations under this provision shall be made by either Company or Service Firm in their sole discretion.
12. Any matter that may result in violation of an attorney’s rules of professional conduct or other law, as determined in the sole discretion of the Service Firm;
13. Any course of action involving Company’s Services that the Service Firm reasonably believes is criminal or fraudulent;
14. Any legal matters that are those of third parties (e.g., Customer’s customers or a Customer’s employee’s personal legal issue);
15. The payment of fines, court costs, filing fees, ad litem fees, penalties, expert witness fees, bonds, bail bonds, and any out-of-pocket expenses;
16. Any matters related to Native of First American tribes and tribal governments, including but not limited to legal issues before federal, tribal and/or state courts, administrative bodies, arbitration panels or arbitrators, tribunals and/or hearing panels, judges, or officers;
17. Matter related to patent, trademark or copyright;
18. Any matters where Customer is represented, or preparing to represent itself pro-se;
19. Matters for which an attorney-client relationship existed prior to the Customer becoming eligible under the Agreement;
20. Any subject matter that may give rise to a class action or matters resulting in criminal penalties;
21. Any matter relating to or arising under the Fair Credit Reporting Act;
22. Any matter outside the Scope of Services as defined in Title II, paragraph A of this Agreement; or
23. Matters not involving United States law or laws of any U.S. state, county, or municipality.

G. Independent Judgment. The Service Firm HR Professionals or Attorneys providing Services for Customers under the terms of this Agreement are not agents or employees of the Company. Any HR Professional or Attorney rendering services to Customers is solely responsible to the Customer for all services provided. It is within the sole discretion of the HR Professional or Attorney to determine whether and to what extent any Services a Customer requests under this Agreement are to be serviced under this Agreement. Reasons for limiting service may include, but are not limited to: a matter that presents a frivolous or otherwise unmeritorious issue; Customer refusing to accept advice; advice or assistance that would violate state or federal law; matter where further consultation or assistance will not materially improve or better Customer’s circumstances; and a unique matter that the Service Firm believes is outside the scope of its lawyers’ expertise and competencies. Service Firm reserves the right to make independent professional judgments regarding providing Services to Customer. Company will in no way influence or attempt to affect the rendering of professional services provided by Service Firm to the Customers.

Not Legal Advice. Benefits stated in Title II do not constitute legal advice unless Customer consulted with an attorney.

TITLE III – TERM OF SERVICE

A. Modification of Services or Fees. Company reserves the right, in its sole discretion, to change the terms, conditions, and or fees for the Services at any time. Company will provide prior written notice of any material change, including fees. If Customer provides timely notice of termination of this Agreement prior to the time the change becomes effective, Customer will not be bound by such change.

B. Term and Termination. The initial term of this Agreement shall commence on the date the Effective Date and continue for one (1) year. Following the initial term, this Agreement shall automatically, renew for a one-year terms unless terminated sooner according to the terms hereof.

Except as otherwise provided in this Agreement and following the initial term of this Agreement, either party may terminate this Agreement for any reason with sixty (60) days written notice to the other party. This Agreement may also be terminated by Company immediately upon: (i) a breach by Customer of any provision in this Agreement including, but not limited to any obligation and any representation or warranty provided by Customer herein; (ii) Customer becoming subject to receivership, bankruptcy, or is insolvent; (iii) Company, in its sole discretion, determining that a material adverse change has occurred in the financial condition of Customer; or (iv) the reasonable determination by Company that a federal, state, or local legislation, regulatory action, or judicial decision adversely affects its interest under this Agreement. Termination of this Agreement shall not relieve Customer of any obligations as set forth herein, including but not limited to, all remaining payment obligations. Notwithstanding any other provision in this Agreement, Company may immediately terminate this Agreement without notice upon any breach of this Agreement by Customer.

C. No Contingencies. Customer agrees that the Services are neither contingent on the delivery of any future functionality or features, nor dependent on any oral or written comments made by Company regarding future functionality or features.

TITLE IV – OWNERSHIP, CONFIDENTIALITY, AND NON-DISCLOSURE.

A. Property. Customer acknowledges that the Resource Portal, all computer programs tutorials, documentation, and other intellectual property made available, directly, or indirectly by Company to Customer in connection with the Services (“Company’s Property”) are the exclusive and confidential property of Company or the companies from which Company has secured the rights to use such property (“Third Party Providers”). Company and the Third Party Providers retain all right and title, to the extent of their respective interests, to all copyrights, trademarks, service marks, trade secrets or proprietary right in all such property.

B. Confidential. By virtue of this Agreement, the Parties may have access to each other’s “Confidential Information” which includes, without limitation to, any personally identifiable information meaning financial, payroll or tax information, protected health care information, Customer data, current and former employee data, corporate information and intellectual property, that are labeled as proprietary, confidential, or with words of similar meaning, and all information that is orally or visually disclosed, if not so marked, if it is identified as proprietary or confidential at the time of its disclosure or in a writing provided within thirty (30) days after disclosure. Confidential Information shall not include information that: (a) is or becomes publicly known through no act or omission of the receiving party; (b) was in the receiving party’s lawful possession prior to the disclosure;(c) is rightfully disclosed to the receiving party by a third party without restriction on disclosure; or (d) is independently developed by the receiving party, which independent development can be shown by written evidence.

C. Non-Disclosure. During the initial term and for a period of five (5) years after expiration or termination of this Agreement, neither party shall make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purposes other than exercising its rights and performing its obligations under this Agreement. Each party shall take all reasonable steps to ensure that the other’s Confidential Information is not disclosed or distributed by Third Party Providers in violation of this Agreement, but in no event will either party use less effort to protect the Confidential Information of the other party than it uses to protect its own Confidential Information of like importance. Each party will ensure that Third Party Provider that are permitted to access any of the other’s Confidential Information are legally bound to comply with the obligations set forth herein. Notwithstanding the foregoing, Confidential Information may be disclosed as required by any governmental authority, provided that before disclosing such information, the disclosing party must provide the non-disclosing party with sufficient advance notice of the agency’s request for the information to enable the non-disclosing party to exercise any rights it may have to challenge or limit the agency’s authority to receive such Confidential.

TITLE V – LIABILITY

A. Limitations of Liability/Remedies. Company shall not be liable in contract, tort (including negligence or strict liability) or otherwise for damages suffered or incurred by Customer or for loss of property, loss of profits or revenue, loss of use of property, cost of capital claims or Customer, or for any special, consequential, indirect, incidental, or punitive damages (including lost data, lost business or profits, and interruption of business), whether such damages were foreseeable. The total cumulative liability of Company for any claims arising out of this Agreement (including with respect to products and services provided hereunder) is limited to the total amount actually paid by Customer to Company under the Agreement during the twelve (12) months immediately preceding the date the claim arose. The exclusive and maximum remedy for Company’ performance or non-performance under this Agreement is limited to reimburse Customer for the total charge for services provided under this Agreement during the previous twelve (12) months. Service Firm’s liability is limited as set forth in Title II, paragraph A of this Agreement.

B. Indemnification. Customer shall indemnify, defend, and hold the Company and Service Firm, including Company and Service Firm officers, board of directors, shareholders, employees, agents, and representatives, harmless from any and all claims, damages, expenses, actions, liabilities, losses, EFT reissuance charges, fees, penalties, taxes, costs, and reasonable attorney’s fees, resulting from or arising in connection, directly or indirectly with: (i) Customer’s breach of this Agreement; (ii) use, misuse, reproduction, modification, or unauthorized distribution of any property of Company; (iii) Customer’s breach of any representation, warranty, or undertaking set forth in this Agreement; and (v) any inaccurate, errors, false, or incorrect information, reports, or documents provided by Customer to Company. The obligations of this Section shall survive the termination of Agreement.

C. Dispute Resolution. Except as provided herein, it is agreed that all disputes, claims, and controversies arising out of, or in connection with this Agreement, shall be determined by binding arbitration before a single arbitrator in Dakota County, Minnesota, in accordance with, and under the auspices of, the commercial rules of the American Arbitration Association. Any dispute arising out of, or in connection with this Agreement, shall be brought within one (1) year of the event when the claim accrued. The parties agree that the arbitrator will not be authorized to award exemplary or punitive damages. The parties agree that the prevailing party in arbitration, and any subsequent judicial proceeding to enforce an arbitration award, shall be awarded costs, attorney’s fees, and interest, and that an arbitration award may be entered as a judgment in any court having jurisdiction over either party to this Agreement.

TITLE VI – GENERAL

A. This Agreement does not relieve Customer of Customer’s obligations under federal and state laws or regulations to retain records.

B. This Agreement, the exhibits attached hereto, and any user guides (online or otherwise) and any addendums to this Agreement (collectively, the “Contract Documents”) constitute the entire agreement between Company and Customer with respect to the services provided hereunder and supersedes all prior agreements, proposals or understandings, whether written or oral. Should there be a conflict between any of the terms in the Contract Documents, the interpretation most favorable to Company shall govern.

C. Company and Service Firm will have no liability for failure to perform or delay in performing the Services if the failure or delay is due to circumstances beyond Company’s and Service Firm’s reasonable control.

D. This Agreement shall be governed by the laws of the State of Minnesota.

E. Company may modify any term of this Agreement as provided herein and Customer shall be deemed to have accepted and agreed to such changes unless Customer elects to terminate this Agreement by written notice to Company prior to the effective date of the change.

F. If any provision of this Agreement or any portion thereof shall be held to be invalid, illegal, or unenforceable, the validity legality, or enforceability of the remainder of the Agreement shall not be in any way affected or impaired

G. DISCLAIMER. ALL DESIGNATED SERVICES, AND SERVICES RENDERED IN CONNECTION WITH THIS AGREEMENT, ARE RENDERED AND SUPPLIED “AS IS,” UNLESS SPECIFICALLY NOTED TO THE CONTRARY. THE COMPANY AND ITS AFFILIATES MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING THE DESIGNATED SERVICES, AND SERVICES RENDERED IN CONNECTION WITH THIS AGREEMENT AND SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTAB ILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

H. DISCLAIMER ON FORMS OR ADVICE. CUSTOMER MAY ON OCCASION RECEIVE ADVICE, FORMS, TEMPLATES, OR SERVICE FIRM ADVICE THROUGH THIS AGREEMENT ON A PARTICULAR ISSUE ON A REQUEST-BY-REQUEST BASIS. SUCH ADVICE IS LIMITED TO THE SPECIFIC MATTER FOR WHICH IT WAS OFFERED. CUSTOMER RECOGNIZES THAT CHANGES IN THE LAW OR SPECIFIC CIRCUMSTANCES MAY WARRANT CHANGES TO ANY FORMS, TEMPLATES, OR ADVICE RECEIVED. CUSTOMER UNDERSTANDS THIS SERVICE IS DESIGNED TO ASSIST WITH SPECIFIC INSTANCES, AND COMPANY AND SERVICE FIRM HAS NO RESPONSIBILITY TO UPDATE CUSTOMER AS TO ANY CHANGES IN FEDERAL, STATE, OR LOCAL LAWS THAT MAY IMPACT SERVICES PREVIOUSLY PROVIDED UNDER THE AGREEMENT.