Date of Last Revision: September 1, 2017
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY, INCLUDING THE MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 17. BY ACCESSING OR USING THIS WEB SITE OR ONLINE SERVICE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED HEREIN AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, INCLUDING THE MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 17, DO NOT USE THIS WEB SITE OR ONLINE SERVICE.
To the fullest extent permitted by applicable law, the Company reserves the right to change or modify any of the terms and conditions contained in these Terms or any policy or guideline of the Services, at any time and in its sole discretion by providing notice the Terms have been modified. Such notice may be provided by sending an email, by posting a notice to the Services, by posting the revised Terms to the Services and revising the date at the top of these Terms, or by such other form of notice as determined by the Company. Your continued use of the Services following the posting of the revised Terms or other notice of such changes will constitute your acceptance of such changes or modifications. Otherwise, any changes or modification will be effective within thirty (30) days of the posting of the revisions to the Services unless you notify the Company within thirty (30) days that you do not agree to the changes and stop using the Services. Therefore, you should review these Terms whenever you access the Services and at least every thirty (30) days to make sure that you understand the terms and conditions that will apply to your use of the Services.
You agree to pay to the Company any fees for the Services you purchase or use (including any overage fees), in accordance with the pricing and payment terms presented to you for those Services. Where applicable, you will be billed using the billing method you select through your account management profile. Fees paid by you are non-refundable, except as provided in these Terms or when required by law.
Our Services are billed on a subscription basis (“Subscriptions”). This means that you will be billed in advance on a recurring, periodic basis (your “Billing Cycle”), after any complimentary trial period has ended. If you cancel prior to the conclusion of any complimentary trial period, you will not be billed. If you do not cancel prior to the conclusion of any complimentary trial period, your method of payment will be billed immediately after the complimentary trial period has ended.
Billing cycles are typically monthly or annual, depending on what payment plan you select when purchasing your Subscription. Your Subscription will automatically renew at the end of each billing cycle unless you cancel auto-renewal by requesting cancellation through your online profile or by contacting our Customer Care team at firstname.lastname@example.org or (844) 455-8706. You may cancel auto-renewal on your Subscription at any time. If you cancel, your Subscription will continue until the end of your current billing cycle before terminating.
The Company may change the fees charged for the Services at any time, provided that, for Services billed on a subscription basis, the change will become effective only at the end of the then-current billing cycle of your Subscription. The Company will provide you with reasonable prior written notice of any change in fees to give you an opportunity to cancel your Subscription before the change becomes effective.
The purpose of the Services is to provide general employment and human resources-related information. Nothing that appears on the Services, including without limitation any responses to questions posted in the “Ask the Pro” forum, information provided in handbooks or guides, and any other comments, opinions, recommendations, answers, analysis, references, referrals, content or information, should be relied upon or construed as legal advice. The information provided through our Services is intended for general informational purposes only and should be used only as a starting point. It is not a substitute for an in-person or telephone consultation with an attorney licensed to practice in your jurisdiction about your specific legal issue. The Company does not engage in the practice of law, and your subscription to or use of the Services under no circumstances creates an attorney-client relationship. You understand that questions and answers or other postings to the Services are not confidential and are not subject to attorney-client privilege.
By accessing the Services, you agree to be bound by all applicable laws and regulations. You further agree that you are solely responsible for compliance with any applicable laws.
The Services are not designed or intended to take in or process "Protected Health Information" or “Individually Identifiable Health Information” as those terms are defined under the HIPAA Privacy Rule (45 C.F.R. Section 160.103). You agree not to submit any Protected Health Information or Individually Identifiable Health Information via the Services.
Unless otherwise indicated in the Services, the Services and all content and other materials on the Services, including, without limitation, the Company logo, and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, the “Services Materials”) are the proprietary property of the Company and are protected by U.S. and international copyright laws.
You are granted a limited, non-sublicensable license to access and use the Services and electronically copy (except where prohibited without a license) and print to hard copy portions of the Services Materials for your informational, non-commercial and personal use only. Such license is subject to these Terms and does not include: (a) any resale or commercial use of the Services or the Services Materials therein, including any right to use the Services for purposes of improving competing human resource products or services; (b) the distribution, public performance or public display of any Services Materials; (c) modifying or otherwise making any derivative uses of the Services and the Services Materials, or any portion thereof; (d) use of any data mining, robots or similar data gathering or extraction methods; (e) downloading (other than the page caching) of any portion of the Services, the Services Materials or any information contained therein, except as expressly permitted on the Services; or (f) any use of the Services or the Services Materials other than for its intended purpose. Any use of the Services or the Services Materials other than as specifically authorized herein, without the prior written permission of the Company, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time.
You will not violate any applicable law, contract, intellectual property or other third-party right or commit a tort, and you are solely responsible for your conduct while accessing or using our Services. You will not:
MammothHR, HR Support Center, myHRSupportCenter, Company logos, and any other Company product or service name or slogan contained in the Services are proprietary materials of the Company, and may not be copied, imitated or used, in whole or in part, without the prior written permission of the Company or the applicable trademark holder. You may not use any metatags or any other “hidden text” utilizing MammothHR, HR Support Center, myHRSupportCenter, or any other name, trademark or product or service name of the Company without our prior written permission. In addition, the look and feel of the Services, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of the Company and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.
The Company makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of third-party Web sites accessible by hyperlink from the Services, or Web sites linking to the Services. Such sites are not under the control of the Company and the Company is not responsible for the contents of any linked site or any link contained in a linked site, or any review, changes or updates to such sites. The Company provides these links to you only as a convenience, and the inclusion of any link does not imply affiliation, endorsement or adoption by the Company of any site or any information contained therein. When you leave the Services, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Services.
The Company may provide third party content on the Services and may provide links to Web pages and content of third parties (collectively the “Third Party Content”) as a service to those interested in this information. The Company does not control, endorse or adopt any Third Party Content and makes no representation or warranties of any kind regarding the Third Party Content, including without limitation regarding its accuracy or completeness. You acknowledge and agree that the Company is not responsible or liable in any manner for any Third Party Content and undertakes no responsibility to update or review any Third Party Content. You use such Third Party Content contained therein at your own risk.
The Services include interactive features and areas that allow you to create, post or store content, including, but not limited to, questions, answers, employee handbooks and other materials (collectively, “User Content”). You agree that you are solely responsible for your User Content and for your use of any interactive features and areas of the Services. Although the Company has no obligation to screen, edit or monitor User Content, the Company reserves the right, and has absolute discretion, to remove, screen or edit User Content posted or stored on the Services at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any User Content you post or store on the Services at your sole cost and expense.
The Company does not claim any ownership interest in your User Content. However, by uploading, posting or submitting User Content to the Services or the Company, you hereby grant the Company a nonexclusive, royalty-free, worldwide, perpetual, irrevocable and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and publicly display your User Content, in whole or in part, for any purpose whatsoever at our sole discretion, including, without limitation, for publicity, promotional, advertising, trade, business, illustration, artistic and other commercial and noncommercial purposes. Notwithstanding the foregoing, it is the policy of the Company to remove identifying information from User Content submitted via “Ask the Pro” before using such User Content in conjunction with the Services.
Separate and apart from User Content, you may submit questions, comments, feedback, suggestions, ideas, plans, original or creative materials or other information regarding the Services, the Company or the Company’s products (“Feedback”). You acknowledge and agree that Feedback is non-confidential and will become the sole property of the Company. The Company shall own exclusive rights, including, without limitation, all intellectual property rights, in and to such Feedback and is entitled to the unrestricted use and dissemination of these materials for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You agree to execute any documentation required by the Company to confirm such assignment to the Company.
You may need to register for an account in order to use some or all of the Services. In consideration of your use of the Services, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Services (“Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to the Company, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to the Company.
You agree to defend, indemnify and hold harmless the Company, its independent contractors, service providers and consultants, and its respective directors, employees and agents, from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to your conduct, your violation of these Terms, your User Content, or your violation of the rights of any third party.
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY THE COMPANY, THE SERVICES, THE SERVICES MATERIALS CONTAINED THEREIN AND THE SERVICES PROVIDED ON OR IN CONNECTION THEREWITH ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SERVICES, INCLUDING THE INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN.
THE COMPANY IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS. WHILE THE COMPANY AND SPONSORING COMPANY ATTEMPT TO ENSURE THAT THE INFORMATION PROVIDED IS ACCURATE AND TO MAKE YOUR ACCESS AND USE OF THE SERVICES SAFE, THE COMPANY AND SPONSORING COMPANY CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE SERVICES OR THEIR SERVER(S) ARE ACCURATE, COMPLETE, RELIABLE, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS. YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD.
The Company reserves the right to change any and all content contained in the Services and to modify, suspend or discontinue the Services or any features or functionality of the Services at any time without notice and without obligation or liability to you. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by the Company.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT SHALL COMPANY, ITS DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SERVICES, THE CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SERVICES, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY YOU ON ANY INFORMATION OBTAINED FROM THE COMPANY, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO THE COMPANY’S RECORDS, PROGRAMS OR SERVICES; AND (B) IN NO EVENT SHALL THE AGGREGATE LIABILITY OF COMPANY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SERVICES OR TO THESE TERMS EXCEED THE GREATER OF (I) ANY COMPENSATION YOU PAY, IF ANY, TO COMPANY FOR ACCESS TO OR USE OF THE SERVICES, OR (II) $1000.
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES WITH THE COMPANY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM THE COMPANY.
17.1. Binding Arbitration
Except for disputes in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents, you and the Company: (a) waive your right to have any and all disputes or Claims arising from these Terms or MammothHR (collectively, "Disputes") resolved in a court; and (b) waive your right to a jury trial. Instead, you and the Company will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
17.2. No Class Arbitrations, Class Actions or Representative Actions
YOU AND THE COMPANY AGREE THAT ANY DISPUTE IS PERSONAL TO YOU AND THE COMPANY AND THAT SUCH DISPUTE WILL BE RESOLVED SOLELY THROUGH INDIVIDUAL ARBITRATION AND WILL NOT BE BROUGHT AS A CLASS ARBITRATION, CLASS ACTION OR ANY OTHER TYPE OF REPRESENTATIVE PROCEEDING. NEITHER PARTY AGREES TO CLASS ARBITRATION OR TO AN ARBITRATION IN WHICH AN INDIVIDUAL ATTEMPTS TO RESOLVE A DISPUTE AS A REPRESENTATIVE OF ANOTHER INDIVIDUAL OR GROUP OF INDIVIDUALS. FURTHER, YOU AND THE COMPANY AGREE THAT A DISPUTE CANNOT BE BROUGHT AS A CLASS OR OTHER TYPE OF REPRESENTATIVE ACTION, WHETHER WITHIN OR OUTSIDE OF ARBITRATION, OR ON BEHALF OF ANY OTHER INDIVIDUAL OR GROUP OF INDIVIDUALS.
17.3. Federal Arbitration Act
You and the Company agree that these Terms affect interstate commerce and that the enforceability of this Section 17 shall be governed by, construed and enforced, both substantively and procedurally, by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the "FAA") to the maximum extent permitted by applicable law.
You and the Company agree that you will notify each other in writing of any Dispute within thirty (30) days of when it arises so that the parties can attempt in good faith to resolve the Dispute informally. Notice to the Company shall be sent by certified mail or courier to: MammothHR, Attn: Chief Financial Officer, 625 SW Broadway, Suite 300, Portland, Oregon 97205. Your notice must include: (1) your name, postal address and email address; (2) a description of the nature or basis of the Dispute; and (3) the specific relief that you are seeking. If you and the Company cannot agree how to resolve the Dispute within thirty (30) days after the Company receives your notice, either you or the Company may, as appropriate pursuant to this Section 17, commence an arbitration proceeding or file a claim in court. You and the Company agree that any arbitration or claim must be commenced or filed within one (1) year after the Dispute arose; otherwise, you and the Company agree that the claim is permanently barred (which means that you will no longer have the right to assert a claim regarding the Dispute). You and the Company agree that (a) any arbitration will occur in Multnomah County, Oregon, or in the county in which you reside; (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of JAMS; and (c) the state or federal courts in Oregon will have exclusive jurisdiction over the enforcement of an arbitration award and over any Dispute between the parties that is not subject to arbitration.
17.5. Authority of Arbitrator
As limited by the FAA, these Terms and applicable JAMS rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, and (b) the authority to grant any remedy that would otherwise be available in court. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual's claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
17.6. Rules of JAMS
The rules of, and additional information about, JAMS are available on the JAMS website at http://www.jamsadr.com/, as may be updated from time to time. By agreeing to be bound by these Terms, you either (a) acknowledge and agree that you have read and understand the rules of JAMS or (b) waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.
If any provision of this Section 17 is held invalid or unenforceable, it will be so held to the minimum extent required by law and all other provisions will remain valid and enforceable. Further, the waivers set forth in Section 17.2 are severable from the other provisions of these Terms and will remain valid and enforceable except as prohibited by applicable law.
17.8. Opt-Out Right
You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted the terms of this Section 17 by writing to: MammothHR, Attn: Chief Financial Officer, 625 SW Broadway, Suite 300, Portland, Oregon 97205. In order to be effective, the opt out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes on an individual basis in accordance with Section 18.
These Terms and your use of the Services shall be governed by and construed in accordance with the laws of the State of Oregon, applicable to agreements made and to be entirely performed within the State of Oregon, without resort to its conflict of law provisions. To the extent the arbitration provision in Section 17 does not apply (if ever), you agree that any action at law or in equity arising out of or relating to these Terms shall be filed only in the state and federal courts located in Multnomah County, Oregon, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms.
Notwithstanding any of these Terms, the Company reserves the right, without notice and in its sole discretion, to terminate your license to use the Services, and to block or prevent future your access to and use of the Services.
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
Questions or comments about the Services may be directed to the Company at the email address email@example.com or by calling us at (844) 455-8706.