GENERAL TERMS AND CONDITIONS

  1. Applicability.  
    1. These terms and conditions for services (these “Terms”) are the terms that govern the provision of services by Ignite HR Solutions, LLC (“Service Provider”) to you (“Customer”). (“Customer” includes, but is not limited to, any customer, site visitor, user, or any other person or entity who obtains services from Service Provider through Service Provider’s website (the “Site”).  Customer is sometimes also referred to herein as “you” or “your”.  
    2. Customer understands that Customer’s purchase of the plan (the “Plan”) selected by Customer on the Site, along with the Privacy Policy, these Terms, and any other terms and conditions which Service Provider requires Customer to review, acknowledge, and accept as part of Customer’s purchase of the Plan selected by Customer (collectively, this “Agreement”) comprises the entire agreement between Customer and Service Provider, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and any other policy or terms, these Terms shall govern.
  2. Services
    1. Service Provider shall provide the services to Customer as described in the Plan that is purchased by Customer on the Site, in accordance with these Terms (the “Services”).
    2. Acceptance and Cancellation. Customer agrees that the Plan purchased by Customer is an offer to buy, under these Terms, all products and services listed in the Plan. All purchases of Plans must be accepted by Service Provider, or Service Provider will not be obligated to sell the products or provide the services to Customer. Service Provider may choose not to accept a Plan purchased by Customer at Service Provider’s sole discretion, even after Service Provider sends Customer a confirmation email with Customer order or Plan number and details of the Plan that the Customer has ordered.
  3. Performance Dates. Service Provider shall use reasonable efforts to meet any performance dates specified in the Plan, and any such dates shall be estimates only.
  4. Customer’s Obligations. Customer shall:
    1. cooperate with Service Provider in all matters relating to the Services and provide such access to Customer’s premises, if necessary, and such office accommodation and other facilities as may reasonably be requested by Service Provider, for the purposes of performing the Services;
    2. respond promptly to any Service Provider request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Service Provider to perform the Services in accordance with the requirements of this Agreement;
    3. provide such Customer materials or information as Service Provider may request to carry out the Services in a timely manner and to ensure that such Customer materials or information are complete and accurate in all material respects; and
    4. obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.
  5. Customer’s Acts or Omissions. If Service Provider’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants, or employees, Service Provider shall not be deemed in breach of its obligations under this Agreement or otherwise be liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay, and shall be further subject to the limitation of liability set forth in these Terms. 
  6. Change Orders.  
    1. Service Provider may, from time to time, change the Services without the consent of Customer, provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates set forth in the Plan.
    2. Service Provider may charge for the time it spends assessing and documenting a change request from Customer on a time and materials basis in accordance with the Plan.
  7. Fees and Expenses; Payment Terms; Interest on Late Payments.  
    1. In consideration of the provision of the Services by Service Provider and the rights granted to Customer under this Agreement, Customer shall pay the fees set forth in the Plan and on the Site. Customer agrees that these fees must be paid before Service Provider is obligated to provide any Services to Customer.
    2. If applicable, Customer agrees to reimburse Service Provider for all reasonable travel and out-of-pocket expenses incurred by Service Provider in connection with the performance of the Services.
    3. If applicable, Customer shall pay all invoiced amounts due to Service Provider on receipt of Service Provider’s invoice. 
    4. In the event payments are not received by Service Provider within 30 days after becoming due, Service Provider may:
      1. charge interest on any such unpaid amounts at a rate of 1.5% per month or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid; and
      2. suspend performance for all Services until payment has been made in full.
  8. Taxes. Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder.
  9. Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product, and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of Service Provider in the course of performing the Services, including any items identified as such in the Plan (collectively, the “Deliverables”) [except for any Confidential Information of Customer or Customer materials] shall be owned by Service Provider. Service Provider hereby grants Customer a license to use all Intellectual Property Rights free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free, and perpetual basis to the extent necessary to enable Customer to make reasonable use of the Deliverables and the Services.
  10. Confidential Information.  
    1. All non-public, confidential or proprietary information of Service Provider, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, “Confidential Information”), disclosed by Service Provider to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by Customer without the prior written consent of Service Provider. Confidential Information does not include information that is:
      1.  in the public domain;
      2. known to Customer at the time of disclosure; or
      3. rightfully obtained by Customer on a non-confidential basis from a third party.
    2. Customer agrees to use Confidential Information only to make use of the Services and Deliverables.
    3. Service Provider shall be entitled to injunctive relief for any violation of this Section.
  11. Representation and Warranty.  
    1. Customer understands and agrees that Service Provider is not a law firm or attorney, may not perform services performed by an attorney, and that the Services (including any forms, policies, or templates) are no a substitute for the advice or services of an attorney. If, at  any time prior to or after my purchase of the Plan, the Customer believes that Service Provider gives you any legal advice, opinion or recommendation about your legal rights, remedies, defenses, options, selection of forms or strategies, Customer agrees not proceed with the purchase of the Plan, and that any purchase that the Customer makes will be null and void.
    2. No Guarantee. Service Provider does not guarantee that any form, policy, or template provided is suitable for a particular purpose, or that any form, policy, or template provided is accurate, reliable, complete or timely. The forms, policies, and templates provided are for information purposes only, and should not be relied upon as legal advice.
    3. Customer understands, acknowledges, and agrees that the Services provided by Service Provider are based on the information provided by Customer, and that Service Provider may rely on such information. Service Provider will not conduct an independent evaluation of the accuracy or completeness of information provided by Customer and shall not be responsible for any errors or omissions in any information provided by Customer. The Services provided by Service Provider are dependent on information received from Customer. Changes or modifications to the information provided by Customer, or omissions of certain information, can affect the Services provided by Service Provider, including any information, forms, policies, or materials provided by Service Provider in connection with the Services. As such, Customer understands, acknowledges and agrees that the information, forms, policies, and materials provided by Service Provider to Customer in connection with the Services may change, alter, or not be suitable for Customer, depending on other information or circumstances that are not disclosed or given to Service Provider by Customer, or that are otherwise unknown to Service Provider.   
    4. The Service Provider shall not be liable for a breach of the warranty set forth in Section 11(a) unless Customer gives written notice of the defective Services, reasonably described, to Service Provider within 5 days of the time when Customer discovers or ought to have discovered that the Services were defective.
    5. Subject to Section 11(b), Service Provider shall, in its sole discretion, either:
      1. repair or re-perform such Services (or the defective part); or 
      2. credit or refund the price of such Services at the pro rata contract rate.
    6. THE REMEDIES SET FORTH IN SECTOIN 11(c) SHALL BE THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND SERVICE PROVIDER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 11(a).
  12. Disclaimer of Warranties. SERVICE PROVIDER MAKES NO WARRANTY, WHETHER EXPRESS OR IMPLIED, WHATSOEVER, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WHETHER OR NOT SUCH USE OR PURPOSE HAS BEEN DISCLOSED TO SERVICE PROVIDER; (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
  13. Limitation of Liability.  
    1. IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, DIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF A BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE, AND CUSTOMER AGREES TO INDEMNIFY, DEFEND AND HOLD SERVICE PROVIDER HARMLESS FROM AND AGAINST ANY AND ALL SUCH DAMAGES.
    2. IN NO EVENT SHALL SERVICE PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNT(S) PAID OR PAYABLE TO SERVICE PROVIDER PURSUANT TO THE APPLICABLE PLAN UNDER WHICH THE EVENT GIVING RISE TO THE CLAIM OCCURRED.
    3. The limitation of liability set forth in Section 13(b) above shall not apply to liability resulting from Service Provider’s gross negligence or willful misconduct.
  14. Indemnification. To the fullest extent permitted by law, Customer shall indemnify, defend, protect, and hold harmless Service Provider from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of any kind or nature whatsoever, including reasonable attorneys’ fees and costs, arising out of or relating to: (i) any information provided by Customer to Service Provider in connection with the Services, including any incompleteness or inaccuracies in any information provided by Customer to Service Provider; and (iii) any acts or omissions of Customer, Customer’s employees, agents, or anyone acting directly or indirectly through Client or for whose acts Client may be liable. Such indemnity obligations shall not extend to claims determined by final judgment or award to have resulted from the sole negligence or willful misconduct of Service Provider. Nothing contained herein shall be deemed to abridge the rights, if any, of Service Provider to seek contribution from others where appropriate.
  15. Termination. In addition to any remedies that may be provided under this Agreement, Service Provider may terminate this Agreement with immediate effect upon written notice to Customer, if Customer:
    1. fails to pay any amount when due under this Agreement;
    2. has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or
    3. becomes insolvent, files a petition for bankruptcy or commences or has commenced against it, proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
  16. Insurance. During the term of this Agreement, Customer shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability) and employment practices liability insurance with financially sound and reputable insurers. Upon Service Provider’s request, Customer shall provide Service Provider with a certificate of insurance from Customer’s insurer evidencing the insurance coverage specified in these Terms. Except where prohibited by law, Customer shall require its insurer to waive all rights of subrogation against Service Provider’s insurers and Service Provider.
  17. Waiver. No waiver by Service Provider of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Service Provider. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
  18. Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Customer to make payments to Service Provider hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, other potential disaster(s) or catastrophe(s), such as pandemics or epidemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e)  embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns or other industrial disturbances; (h) shortage of adequate power or transportation facilities; and (i) other similar events beyond the control of the Impacted Party. The Impacted Party shall give notice within 7 days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of 21 days following written notice given by it under this Section 17, the other party may thereafter terminate this Agreement upon 7 days’ written notice.
  19. Assignment. Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Service Provider. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement.
  20. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
  21. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
  22. Governing Law and Venue. All matters arising out of or relating to this Agreement shall be interpreted and enforced in accordance with, and governed in all respects by, the laws of the State of California, without regard to any conflicts of laws principles, and any action initiated to enforce this Agreement shall be venued in Contra Costa County, California.  The language in all parts of this Agreement shall be in all cases construed as a whole according to its meaning and not strictly for or against any Party.  
  23. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to Customer at the billing address provided by Customer on the Site, and to Service Provider at 11040 Bollinger Canyon Rd., #E-401, San Ramon, California 94582, or such other address that may be designated by Service Provider. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
  24. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
  25. Survival. Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Confidentiality, Governing Law and Venue, Insurance, and Survival.
  26. Amendment and Modification. This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.