1. Definitions and Interpretation
For the purposes of these Terms of Service, the following words and phrases shall have the meanings ascribed to them below. Unless the context otherwise requires, words importing the singular shall include the plural and vice versa, and words importing any gender shall include all genders.
1.1 Defined Terms
Agreement — means these Terms of Service together with any Statement of Work, Service Level Agreement, Non-Disclosure Agreement, or other written instrument executed by both parties that references and incorporates these Terms.
Client — means any individual or entity that has entered into a written engagement with HRDB Holdings LLC for the provision of Services, including any authorized representative, employee, or agent acting on behalf of such individual or entity.
Confidential Information — means all non-public, proprietary, or sensitive information disclosed by one party to the other, whether orally, in writing, or through electronic media, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
Content — means any text, graphics, images, audio, video, data, code, software, documentation, design elements, architecture diagrams, configuration files, or other materials, whether created by us, you, or third parties, that appear on or are transmitted through the Site.
Deliverables — means the tangible and intangible work products, including system designs, architecture documents, integration plans, software configurations, migration scripts, deployment manifests, testing reports, and technical documentation, created by HRC Haul in the course of performing the Services for a Client.
Services — means collectively the computer integrated systems design, technology consulting, architecture planning, system integration, software configuration, deployment support, technical advisory, and related professional services offered by HRDB Holdings LLC, as described on the Site or in an executed Statement of Work.
Site — means the website located at the domain www.hrchaul.buzz, including all subdomains, subpages, associated web applications, application programming interfaces, and any related infrastructure through which the Services are made available.
Statement of Work (SOW) — means a written document executed by both parties that describes the specific scope, timeline, deliverables, fees, and other commercial terms for a particular Services engagement.
User or you — means any individual or entity that accesses the Site, submits an inquiry, registers an account, or otherwise interacts with HRC Haul through any channel.
1.2 Interpretation Rules
Headings and subheadings in these Terms are included for convenience only and shall not affect the interpretation or construction of any provision. The words include, includes, and including shall be deemed to be followed by the phrase without limitation. Any reference to a statute, regulation, or legal provision shall be construed as a reference to such statute, regulation, or provision as amended, re-enacted, or extended at the relevant time. No rule of construction shall apply to the disadvantage of a party because that party was responsible for the preparation of these Terms.
2. Acceptance of Terms
2.1 Binding Agreement
These Terms of Service form a legally enforceable agreement between you and HRDB Holdings LLC. By accessing, browsing, or using the Site in any way — including merely viewing a single page — you represent that you have read, understood, and agree to be bound by these Terms in their entirety. This acceptance is effective as of the date of your first access to the Site. If you access the Site on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and in such case the terms you and your shall refer to that entity.
2.2 Supplemental Terms
Certain features, services, or areas of the Site may be subject to additional guidelines, policies, or rules, including our Privacy Policy which is incorporated herein by reference. In the event of any conflict between these Terms and any supplemental terms, the supplemental terms shall prevail with respect to the specific feature or service to which they apply, and these Terms shall govern all other matters. Your continued use of the Site following the posting of any supplemental terms constitutes your acceptance of those terms.
2.3 Electronic Communications
When you use the Site, submit a contact form, send an email to any address at the hrchaul.buzz domain, or otherwise communicate with us electronically, you consent to receive communications from us in electronic form. We may communicate with you by email, by posting notices on the Site, or through other electronic means. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You are responsible for maintaining a valid and active email address for receiving such communications.
2.4 Amendments to Terms
We reserve the right to modify, amend, or replace these Terms at any time at our sole discretion. When we make material changes, we will provide notice through the Site, by email to registered users, or through other reasonable means. The updated Terms will be identified by the Last Updated date at the top of this page. Your continued use of the Site or Services after the effective date of any revised Terms constitutes your acceptance of the changes. If you do not agree to the revised Terms, your sole and exclusive remedy is to discontinue using the Site and Services. It is your responsibility to review these Terms periodically for changes.
3. Eligibility and Authority
3.1 Age Requirement
The Site and Services are intended solely for individuals who are at least eighteen (18) years of age and who possess the legal capacity to enter into binding contracts. By using the Site or engaging the Services, you represent and warrant that you meet this age requirement. We do not knowingly collect, solicit, or process information from individuals under the age of 18. If we become aware that a person under the age of 18 has used the Site or submitted personal information, we will take steps to terminate access and delete such information from our systems as expeditiously as possible.
3.2 Corporate Authority
If you are entering into this Agreement on behalf of a corporation, limited liability company, partnership, sole proprietorship, government agency, non-profit organization, or any other legal entity, you represent and warrant that: (a) you have the full right, power, and authority to bind that entity to these Terms; (b) the entity is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; (c) the entity has obtained all necessary consents, approvals, and authorizations required to enter into this Agreement; and (d) the individual executing any agreement on behalf of the entity has been duly authorized to do so. We may request evidence of such authority at any time, and your failure to provide satisfactory proof may result in immediate suspension or termination of access.
3.3 Compliance with Laws
You represent and warrant that your use of the Site and Services will comply with all applicable federal, state, provincial, territorial, and local laws, statutes, ordinances, regulations, rules, and professional standards. This includes, without limitation, laws relating to data protection and privacy, export controls and economic sanctions administered by the United States Department of Commerce and the Office of Foreign Assets Control, anti-corruption laws including the Foreign Corrupt Practices Act, and all applicable tax laws. You further represent that you are not located in a country that is subject to a comprehensive United States government embargo, and that you are not listed on any United States government list of prohibited, sanctioned, or restricted parties.
3.4 Prohibited Jurisdictions
We do not offer the Services to individuals or entities located in jurisdictions where the provision or use of the Services would violate applicable law. If you access the Site from a jurisdiction with laws that restrict or prohibit any aspect of these Terms, you do so at your own initiative and risk, and you are solely responsible for compliance with such laws. We make no representation that the Site or Services are appropriate or legally available for use in all locations.
4. Account Registration and Security
4.1 Registration Obligations
Certain features of the Site or Services may require you to create an account. When you register for an account, you agree to provide accurate, current, and complete information about yourself or your entity as prompted by the registration form (the Registration Data), and to maintain and promptly update the Registration Data to keep it accurate, current, and complete. We reserve the right to suspend or terminate any account that contains information that we reasonably believe to be false, inaccurate, misleading, incomplete, or outdated. You may not register an account on behalf of another individual or entity without their express authorization.
4.2 Account Security
You are solely responsible for maintaining the confidentiality of your account credentials, including your username, password, and any multi-factor authentication tokens or methods. You agree to accept full responsibility for all activities that occur under your account or password, whether or not authorized by you, except to the extent such unauthorized access results from our gross negligence or willful misconduct. You must immediately notify us at feedback@hrchaul.buzz of any unauthorized use of your account, any breach of security, or any other compromise of your credentials of which you become aware. We shall not be liable for any loss or damage arising from your failure to comply with these security obligations.
4.3 One Account Per Entity
You may not maintain more than one account per individual or legal entity unless explicitly authorized by us in writing. We reserve the right to merge, suspend, or terminate duplicate accounts at our discretion. You may not transfer, assign, sell, or license your account or any rights under these Terms to any third party without our prior written consent.
4.4 Account Termination by User
You may terminate your account at any time by providing written notice to feedback@hrchaul.buzz. Upon termination, we will deactivate your account and, subject to our data retention obligations described in the Privacy Policy, delete your Registration Data from active systems. Termination of your account does not relieve you of any obligation to pay fees or charges accrued prior to the effective date of termination, nor does it limit any other remedies available to us under these Terms or at law.
5. Site Access and Acceptable Use
5.1 License to Access the Site
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access the Site and view its Content solely for your internal business purposes. This license does not include any right to: (a) download, copy, reproduce, distribute, modify, display, perform, or create derivative works of the Site or any Content, except as expressly permitted by us in writing; (b) use the Site for the benefit of any third party or in a service bureau or time-sharing arrangement; (c) use any data mining, robot, spider, scraper, or similar automated data gathering or extraction tool in connection with the Site; or (d) use the Site in any manner that could overburden, disable, damage, or impair the Site or interfere with any other party's use and enjoyment of the Site.
5.2 Prohibited Conduct
In connection with your use of the Site and Services, you shall not, and shall not permit any third party under your control to:
- Violate any applicable local, state, national, or international law, statute, ordinance, regulation, or judicial or administrative order;
- Upload, transmit, distribute, or otherwise make available any material that contains software viruses, worms, Trojan horses, ransomware, spyware, adware, time bombs, logic bombs, or any other computer code, files, or programs designed to interrupt, damage, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment;
- Attempt to probe, scan, test the vulnerability of, or breach the security or authentication measures of the Site, its servers, or any associated network without proper authorization;
- Forge headers, manipulate identifiers, or otherwise disguise the origin of any content transmitted through the Site;
- Attempt to gain unauthorized access to any portion of the Site, the server on which the Site is hosted, or any other server, computer, database, or network connected to the Site;
- Engage in any activity that interferes with or disrupts the Site or the servers and networks connected to the Site, including through denial-of-service attacks, distributed denial-of-service attacks, or flooding techniques;
- Collect, harvest, or store personal data or contact information about other users of the Site without their express consent;
- Use the Site to send unsolicited commercial communications, spam, chain letters, pyramid schemes, or any other form of unauthorized solicitation;
- Impersonate any person or entity, falsely state or misrepresent your affiliation with any person or entity, or use another user's account credentials without authorization;
- Engage in any fraudulent, deceptive, or misleading conduct, or make any false, inaccurate, or misleading statements in connection with your use of the Site or Services;
- Remove, alter, or obscure any proprietary notices, labels, or marks from the Site or any Content;
- Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, algorithms, or underlying ideas of the Site or any software provided as part of the Services;
- Use the Site to develop, train, or improve any product or service that competes with HRDB Holdings LLC or HRC Haul;
- Use the Site in any manner that we, in our reasonable discretion, determine to be harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable.
5.3 Monitoring and Enforcement
We reserve the right, but undertake no obligation, to monitor your use of the Site and Services to ensure compliance with these Terms and to protect the rights, property, and safety of HRDB Holdings LLC, its personnel, clients, and the public. We may investigate any suspected violation and cooperate with law enforcement authorities in the investigation and prosecution of illegal conduct. We reserve the right to take any action we deem necessary or appropriate, in our sole discretion, if we believe that your conduct violates these Terms, infringes any third-party rights, threatens the security or integrity of our systems, or could create liability for HRDB Holdings LLC.
5.4 Service Availability
We strive to maintain the availability of the Site and Services but do not guarantee uninterrupted or error-free operation. The Site may be unavailable from time to time due to scheduled maintenance, unscheduled emergency maintenance, equipment or telecommunications failures, cyberattacks, force majeure events, or other causes beyond our reasonable control. We reserve the right, at any time and without prior notice, to modify, suspend, or discontinue the Site or any portion thereof, temporarily or permanently. You agree that we shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site or Services.
6. Intellectual Property Rights
6.1 Our Intellectual Property
Except for Content submitted by you or other users, the Site and all Content contained therein — including but not limited to text, graphics, logos, icons, images, audio clips, video clips, digital downloads, data compilations, software, source code, object code, algorithms, application programming interfaces, page layouts, design elements, color combinations, typography, navigation structures, interactive features, documentation, and the selection and arrangement thereof — are and shall remain the exclusive property of HRDB Holdings LLC and are protected by United States and international copyright, trademark, patent, trade secret, trade dress, and other intellectual property or proprietary rights laws. The compilation of all Content on the Site is the exclusive property of HRDB Holdings LLC.
6.2 Trademarks
The names HRC Haul and HRDB Holdings LLC, the HRC Haul logo, the tagline, and all related names, logos, product and service names, designs, symbols, and slogans displayed on the Site (collectively, the Marks) are registered or unregistered trademarks, service marks, or trade names of HRDB Holdings LLC in the United States and other jurisdictions. You may not use, reproduce, display, or modify the Marks in any manner without our prior written permission. All other trademarks, service marks, trade names, and logos appearing on the Site are the property of their respective owners, and the display thereof does not imply endorsement by or affiliation with HRDB Holdings LLC.
6.3 Ownership of Deliverables
Upon full payment of all fees owed under the applicable Statement of Work, HRDB Holdings LLC assigns to the Client all right, title, and interest in and to the Deliverables created specifically for that Client, subject to the following reservations: (a) we retain ownership of all pre-existing intellectual property, tools, methodologies, frameworks, libraries, templates, and know-how that we developed prior to or independently of the engagement (our Background IP), whether or not incorporated into the Deliverables; (b) we grant the Client a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use any Background IP embedded in the Deliverables to the extent necessary for the Client to use the Deliverables for their intended purpose; (c) we retain the right to use any general knowledge, skills, experience, ideas, concepts, and techniques acquired or used in the course of performing the Services, provided we do not disclose the Client's Confidential Information or infringe the Client's intellectual property rights in the Deliverables; and (d) the Client shall not remove, alter, or obscure any proprietary notices or branding contained within the Deliverables, if any, that identify HRDB Holdings LLC as a contributor, unless otherwise agreed in writing.
6.4 Feedback and Suggestions
If you provide us with any feedback, suggestions, ideas, recommendations, enhancement requests, or other input regarding the Site or Services (collectively, Feedback), you hereby grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable license to use, reproduce, modify, adapt, create derivative works from, distribute, publicly perform and display, and otherwise exploit such Feedback for any purpose, without any obligation to you, compensation or attribution to you, or restriction of any kind. You acknowledge that Feedback is provided voluntarily and is not subject to any confidentiality obligation on our part.
6.5 Copyright Infringement — DMCA Notice
We respect the intellectual property rights of others and expect users of the Site to do the same. If you believe that any Content on the Site infringes your copyright, you may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our designated Copyright Agent with the following information in writing: (a) a physical or electronic signature of the copyright owner or a person authorized to act on the owner's behalf; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material on the Site; (d) your contact information, including address, telephone number, and email address; (e) a statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement, made under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the copyright owner. Notices may be sent to feedback@hrchaul.buzz with the subject line — DMCA Copyright Infringement Notice.
7. User-Generated Content
7.1 Responsibility for Your Content
You are solely responsible for all Content that you upload, post, submit, transmit, or otherwise make available through the Site or in the course of receiving the Services (User Content). You represent and warrant that: (a) you own all User Content or have obtained all necessary rights, licenses, consents, releases, and permissions to use and to authorize us to use such User Content in accordance with these Terms; (b) User Content does not and will not infringe, misappropriate, or violate any third party's intellectual property rights, privacy rights, publicity rights, or other proprietary or contractual rights; (c) User Content is not false, misleading, defamatory, obscene, or otherwise unlawful; and (d) User Content does not contain any viruses, malware, or harmful code.
7.2 License to User Content
By submitting User Content to the Site or through the Services, you grant HRDB Holdings LLC a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, sublicensable license to host, store, reproduce, modify (for formatting or technical purposes), adapt, publish, publicly perform, publicly display, distribute, and otherwise use such User Content in connection with providing the Site and Services and for our internal business purposes. This license survives termination of these Terms only with respect to User Content that has been incorporated into your project materials or Deliverables, which we retain solely for record-keeping and archival purposes in accordance with our data retention policies. You retain all ownership rights in your User Content.
7.3 No Obligation to Publish
We have no obligation to host, publish, display, or distribute any User Content. We reserve the right, but assume no obligation, to review, filter, screen, monitor, edit, modify, disable access to, block, refuse to post, or remove any User Content at any time, for any reason or no reason, without notice or liability to you. This includes the right to remove User Content that we believe, in our sole discretion, violates these Terms, infringes intellectual property rights, or may create liability for HRDB Holdings LLC.
7.4 No Endorsement
We do not endorse, support, represent, or guarantee the truthfulness, accuracy, completeness, or reliability of any User Content. Any reliance you place on User Content is strictly at your own risk. You acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent, or objectionable, and you agree that HRDB Holdings LLC shall not be liable for any loss or damage arising from such exposure.
8. Services and Engagement Terms
8.1 Scope of Services
HRDB Holdings LLC, through its trade name HRC Haul, provides computer integrated systems design and related professional technology consulting services. The specific scope, objectives, deliverables, timeline, and fees for any Services engagement shall be defined in a mutually executed Statement of Work (SOW). Each SOW, upon execution by both parties, shall be incorporated into and governed by these Terms. No Services shall be performed, and no obligation to pay shall arise, except pursuant to a duly executed SOW or other written agreement signed by both parties. We reserve the right to decline any project or engagement at our sole discretion, including where the proposed scope is inconsistent with our expertise, capacity, or professional standards.
8.2 Professional Standards
We shall perform the Services with due professional care, skill, and diligence, consistent with generally accepted industry standards for computer integrated systems design and technology consulting. We shall allocate qualified personnel to the engagement and shall maintain appropriate professional liability insurance coverage as is customary in our industry. All Services shall be performed in accordance with the specifications, milestones, and acceptance criteria set forth in the applicable SOW. We do not warrant that any Deliverable will be uninterrupted or error-free, or that it will satisfy all of the Client's requirements beyond those expressly specified in the SOW.
8.3 Client Obligations and Cooperation
The Client acknowledges that the successful and timely delivery of Services depends on the Client's full and timely cooperation. The Client agrees to: (a) provide us with accurate, complete, and timely information, data, and materials reasonably required for the performance of the Services; (b) designate a knowledgeable point of contact with authority to make decisions on behalf of the Client and to provide approvals and sign-offs within reasonable timeframes; (c) grant us access to the Client's systems, networks, facilities, and personnel as reasonably necessary for the performance of the Services, subject to the Client's reasonable security policies; (d) review and respond to Deliverables, inquiries, and requests for decisions in a timely manner; and (e) ensure that all information, materials, and access provided to us do not infringe any third-party rights. Any delay or failure by the Client to fulfill these obligations may result in corresponding delays in the project schedule, for which we shall not be responsible, and may result in additional charges as specified in the SOW.
8.4 Change Orders
Either party may propose changes to the scope of Services by submitting a written change request. We will evaluate the proposed change and, if feasible, prepare a change order describing the impact on scope, timeline, Deliverables, and fees. No change shall become effective unless and until a written change order is executed by both parties. Work on any change shall not commence until the change order is executed. If the Client requests work that is outside the original scope and a change order has not yet been executed, we may, at our discretion, perform such work on a time-and-materials basis at our then-current standard rates, subject to a cap agreed by the parties.
8.5 Acceptance of Deliverables
Upon delivery of each Deliverable, the Client shall have a specified review period (as defined in the SOW, typically fourteen calendar days) to evaluate the Deliverable against the acceptance criteria set forth in the SOW. The Client shall provide written notice of acceptance or a detailed list of non-conformities within the review period. If the Client fails to provide such notice within the review period, the Deliverable shall be deemed accepted. We shall use reasonable commercial efforts to remediate any valid non-conformities at no additional charge and resubmit the Deliverable for acceptance. This process shall continue until the Deliverable is accepted. If after a reasonable number of iterations the Deliverable cannot be brought into conformity due to factors beyond our control (including inadequate Client specifications or cooperation), we shall be entitled to treat the engagement as substantially complete and invoice for work performed to date.
8.6 Independent Contractor Status
HRDB Holdings LLC shall perform the Services as an independent contractor and not as an employee, agent, partner, or joint venturer of the Client. Nothing in these Terms shall create an employment, agency, partnership, or joint venture relationship between the parties. Neither party shall have the right or authority to bind or obligate the other party in any manner to any third party, or to make any representations, warranties, or commitments on behalf of the other party. We retain sole control over the manner, means, and methods by which the Services are performed, including the right to determine which personnel are assigned to the engagement, the tools and technologies used, and the work schedule, subject to the milestones and deadlines specified in the SOW. The Client shall not be entitled to any employee benefits or protections, including workers compensation, unemployment insurance, health insurance, or retirement benefits, from HRDB Holdings LLC.
9. Fees, Payment, and Billing
9.1 Fee Structure
The fees for Services shall be as specified in the applicable Statement of Work. Fees may be structured on a fixed-price, time-and-materials, retainer, milestone-based, or hybrid basis, as agreed between the parties. All fees are quoted and payable in United States Dollars (USD) unless otherwise expressly stated in the SOW. We reserve the right to modify our standard rates upon thirty (30) calendar days written notice, provided that any rate change shall not apply to SOWs executed prior to the effective date of the change.
9.2 Invoicing and Payment Terms
We will invoice the Client in accordance with the payment schedule set forth in the SOW. Unless otherwise specified, invoices are due and payable within thirty (30) calendar days from the date of invoice. Payments shall be made by wire transfer, ACH, company check, or other method specified in the SOW, to the account designated by us. The Client is responsible for all bank charges, wire transfer fees, and currency conversion costs associated with payment. If any invoiced amount is not paid by the due date, we reserve the right to: (a) charge interest on the overdue amount at a rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower, calculated from the due date until the date payment is received in full; (b) suspend performance of the Services until all overdue amounts are paid in full; and (c) recover from the Client all costs and expenses incurred by us in collecting the overdue amount, including reasonable attorneys fees, court costs, and collection agency fees.
9.3 Taxes
All fees are exclusive of all applicable taxes, levies, duties, and assessments imposed by any governmental authority (collectively, Taxes). The Client is responsible for paying all Taxes associated with the Services, other than taxes based on our net income, capital, or gross revenue. If we have a legal obligation to collect or remit Taxes for which the Client is responsible, we will invoice the Client for such Taxes, and the Client shall pay such amounts unless the Client provides us with a valid tax exemption certificate authorized by the appropriate taxing authority. The Client shall indemnify and hold us harmless from and against any liability for Taxes, penalties, and interest arising from the Client's failure to pay Taxes for which it is responsible.
9.4 Expenses
Unless otherwise provided in the SOW, the Client shall reimburse us for all reasonable, documented, out-of-pocket expenses incurred by us in connection with the performance of the Services, including travel, lodging, meals, shipping, telecommunications, and third-party software licenses or subscriptions purchased for the Client's benefit. Expenses in excess of any threshold specified in the SOW require the Client's prior written approval. We shall maintain and provide reasonable supporting documentation for all expenses that are invoiced to the Client.
9.5 Disputed Charges
If the Client disputes any charge or invoice in good faith, the Client must notify us in writing within fifteen (15) calendar days of receiving the invoice, specifying the nature and amount of the dispute with reasonable detail. The Client shall pay all undisputed portions of the invoice by the due date. The parties shall work together in good faith to resolve the dispute within thirty (30) calendar days. Failure to notify us of a dispute within the specified period shall constitute the Client's acceptance of the invoice as accurate and binding.
10. Confidentiality Obligations
10.1 Definition and Scope
Confidential Information means all non-public information disclosed by one party (the Disclosing Party) to the other party (the Receiving Party) in connection with these Terms and any Services engagement, whether disclosed orally, in writing, electronically, or through any other medium, that is designated in writing as confidential or that, given the nature of the information and the circumstances of disclosure, reasonably should be understood to be confidential. Confidential Information of HRDB Holdings LLC includes, but is not limited to: our methodologies, tools, templates, frameworks, know-how, business processes, pricing information, client lists, technical architectures, source code, algorithms, proprietary software, strategic plans, financial information, and personnel information. Confidential Information of the Client includes, but is not limited to: business plans, financial data, customer information, employee data, technical specifications, system architectures, network diagrams, credentials, trade secrets, and any personally identifiable information provided in the course of the engagement.
10.2 Obligations of Confidentiality
The Receiving Party shall: (a) hold the Disclosing Party's Confidential Information in strict confidence and use at least the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care; (b) not disclose, distribute, reproduce, or disseminate the Confidential Information to any third party without the Disclosing Party's prior written consent; (c) use the Confidential Information solely for the purpose of performing its obligations or exercising its rights under these Terms (the Permitted Purpose); (d) limit access to the Confidential Information to those employees, officers, directors, agents, and subcontractors who have a legitimate need to know the information for the Permitted Purpose and who are bound by written confidentiality obligations at least as protective as those contained herein; and (e) promptly notify the Disclosing Party upon discovery of any unauthorized use or disclosure of the Confidential Information and cooperate with the Disclosing Party in remedying such unauthorized use or disclosure.
10.3 Exclusions from Confidentiality
The obligations set forth in this Section 10 shall not apply to information that the Receiving Party can demonstrate by competent written evidence: (a) was already known to the Receiving Party at the time of disclosure without an obligation of confidentiality; (b) is or becomes publicly available through no fault or breach of these Terms by the Receiving Party; (c) is rightfully received by the Receiving Party from a third party without an obligation of confidentiality; or (d) is independently developed by the Receiving Party without reference to, reliance upon, or use of the Disclosing Party's Confidential Information. Disclosure of Confidential Information shall not be precluded if such disclosure is required by applicable law, regulation, or a valid court order or administrative subpoena, provided that the Receiving Party, to the extent legally permissible, gives the Disclosing Party prompt written notice of such requirement prior to disclosure so that the Disclosing Party may seek a protective order or other appropriate remedy, and the Receiving Party discloses only that portion of the Confidential Information that is legally required to be disclosed.
10.4 Return or Destruction
Upon the Disclosing Party's written request or upon expiration or termination of the applicable SOW, the Receiving Party shall, at the Disclosing Party's election, either return or securely destroy all copies of the Confidential Information in its possession or control, except that the Receiving Party may retain one archival copy of the Confidential Information solely for the purpose of demonstrating compliance with these obligations, for resolving disputes, or as required by applicable law, regulation, or professional standards. Any retained copies shall remain subject to the confidentiality obligations set forth herein indefinitely. Upon request, the Receiving Party shall provide a written certification, signed by an authorized officer, confirming the return or destruction of the Confidential Information.
10.5 Injunctive Relief
Each party acknowledges that the unauthorized use or disclosure of the Disclosing Party's Confidential Information may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in the event of any breach or threatened breach of this Section 10, the Disclosing Party shall be entitled to seek injunctive relief, specific performance, or any other equitable remedy, without the necessity of posting a bond or proving actual damages, in addition to any other remedies available at law or in equity.
11. Third-Party Services and External Links
11.1 Third-Party Integrations
The Site may integrate with, reference, or rely upon certain third-party products, services, platforms, and application programming interfaces (APIs), including but not limited to Google Firebase for hosting, Google Analytics for traffic analysis, Google Fonts for typography, and other cloud infrastructure providers. We do not control, and are not responsible for, the availability, functionality, security, or privacy practices of any third-party services. Your use of such third-party services is governed solely by the terms and conditions and privacy policies of those third parties, and we encourage you to review them before using or relying upon any such service. We disclaim all liability arising from your use of or reliance upon any third-party products or services.
11.2 External Links
The Site may contain hyperlinks to external websites, resources, or content that are not owned, operated, or controlled by HRDB Holdings LLC. Such links are provided for your convenience and informational purposes only. The inclusion of any hyperlink does not imply our endorsement, sponsorship, approval, investigation, or verification of the linked website or its content, products, services, or policies. We have no control over and assume no responsibility for the content, accuracy, legality, decency, privacy policies, or practices of any third-party websites. You access and use such external websites entirely at your own risk, and you should review the applicable terms and policies of each website you visit. We shall not be liable for any loss or damage arising from your use of or reliance on any external content, products, or services made available through such third-party websites.
11.3 No Affiliation
Unless expressly stated otherwise, HRDB Holdings LLC is not affiliated with and does not sponsor, endorse, or approve any third-party products, services, or websites referenced on the Site. Any trademarks, service marks, trade names, logos, or product names of third parties appearing on the Site are the property of their respective owners, and their presence on the Site does not constitute any partnership, joint venture, agency, or sponsorship relationship between HRDB Holdings LLC and such third parties.
12. Representations and Warranties
12.1 Mutual Warranties
Each party represents and warrants to the other that: (a) it is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation; (b) it has the full right, power, and authority to enter into this Agreement and to perform all of its obligations hereunder; (c) the execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate or organizational action; and (d) this Agreement constitutes a legal, valid, and binding obligation, enforceable against such party in accordance with its terms.
12.2 Our Limited Warranties
We warrant that: (a) the Services shall be performed in a professional and workmanlike manner consistent with generally accepted industry standards for computer integrated systems design and consulting; (b) we shall use reasonable commercial efforts to ensure that custom Deliverables conform in all material respects to the specifications set forth in the applicable SOW; and (c) any open-source or third-party components incorporated into the Deliverables shall be identified in the applicable SOW and their respective license terms provided to the Client. The foregoing warranties are valid only during the warranty period specified in the SOW (or, if no period is specified, for thirty calendar days following acceptance of the applicable Deliverable). The Client's sole and exclusive remedy for any breach of these warranties shall be the reperformance of the non-conforming Services or, if reperformance is not commercially feasible, a refund of the fees paid for the non-conforming portion of the Services, prorated.
12.3 Disclaimer of Warranties
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 12, THE SITE AND ALL SERVICES, CONTENT, AND DELIVERABLES ARE PROVIDED ON AN — AS IS — AND — AS AVAILABLE — BASIS, WITHOUT ANY REPRESENTATION, WARRANTY, GUARANTEE, OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HRDB HOLDINGS LLC HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DO NOT WARRANT THAT: (A) THE SITE OR SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS OR EXPECTATIONS; (B) THE SITE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR SERVICES WILL BE ACCURATE, COMPLETE, OR RELIABLE; (D) ANY DEFECTS OR ERRORS IN THE SITE, SERVICES, OR DELIVERABLES WILL BE CORRECTED; (E) THE SITE OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (F) THE SERVICES WILL RESULT IN ANY PARTICULAR BUSINESS OUTCOME, REVENUE INCREASE, COST SAVINGS, OR OTHER FINANCIAL OR OPERATIONAL BENEFIT.
12.4 No Technical or Legal Advice
Any information, materials, or content provided on the Site or in the course of the Services is for general informational purposes only and does not constitute professional technical, engineering, legal, financial, tax, or compliance advice. You should not act or refrain from acting on the basis of any Content contained on the Site without first seeking appropriate professional advice tailored to your specific circumstances. We expressly disclaim all liability in respect of actions taken or not taken based on any Content of the Site.
13. Limitation of Liability
13.1 Disclaimer of Certain Damages
To the maximum extent permitted by applicable law, in no event shall HRDB Holdings LLC, its affiliates, members, managers, officers, directors, employees, agents, contractors, suppliers, licensors, or service providers be liable under any theory of liability — whether in contract, tort (including negligence), strict liability, breach of statutory duty, indemnity, contribution, or any other legal or equitable theory — for any indirect, incidental, special, consequential, exemplary, punitive, or enhanced damages, including without limitation damages for loss of profits, loss of revenue, loss of business or business interruption, loss of anticipated savings, loss of use, loss of goodwill or business reputation, loss of data or corruption of data, cost of procurement of substitute goods or services, or any other intangible or economic loss, arising out of or in connection with these Terms, the Site, or the Services, whether or not we have been advised of the possibility of such damages and regardless of whether the remedy otherwise available fails of its essential purpose.
13.2 Aggregate Liability Cap
To the extent permitted by applicable law, the total aggregate liability of HRDB Holdings LLC and its affiliates, and their respective officers, directors, employees, agents, contractors, suppliers, and licensors, for all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys fees) arising out of or relating to these Terms, the Site, or the Services, whether based in contract, tort, or any other theory, shall not exceed the greater of: (a) the total amount of fees actually paid by you to HRDB Holdings LLC during the twelve (12) months immediately preceding the event giving rise to the claim; or (b) one hundred United States Dollars (USD $100.00). The existence of more than one claim shall not enlarge this limitation. The parties acknowledge and agree that the limitation of liability set forth in this Section is a fundamental element of the basis of the bargain between the parties, and that HRDB Holdings LLC would not enter into this Agreement or provide the Site and Services without such limitation.
13.3 Exceptions
The limitations of liability set forth in this Section 13 shall not apply to: (a) a party's fraud, fraudulent misrepresentation, or willful misconduct; (b) a party's breach of its confidentiality obligations under Section 10; (c) a party's infringement or misappropriation of the other party's intellectual property rights; (d) a party's indemnification obligations under Section 14; or (e) any liability that cannot be excluded or limited under applicable law. Some jurisdictions do not allow the exclusion of implied warranties or the limitation or exclusion of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. In such jurisdictions, our liability shall be limited to the maximum extent permitted by law.
13.4 Allocation of Risk
You acknowledge and agree that the disclaimers of warranty, limitations of liability, and other provisions in these Terms reflect a fair and reasonable allocation of risk between the parties, and that these provisions form an essential basis of the bargain. The fees for the Services have been set in reliance upon these risk allocations, and any modification or invalidation of these provisions would fundamentally alter the economic terms of the Agreement.
14. Indemnification
14.1 Indemnification by You
You agree to defend, indemnify, and hold harmless HRDB Holdings LLC and its affiliates, and each of their respective members, managers, officers, directors, employees, agents, contractors, licensors, suppliers, successors, and assigns (each, an Indemnified Party), from and against any and all claims, demands, causes of action, suits, proceedings, losses, damages, liabilities, judgments, penalties, fines, settlements, costs, and expenses (including reasonable attorneys fees, expert witness fees, and court costs) arising out of, resulting from, or relating to:
- Your use of or access to the Site or Services, including any use by a third party using your account credentials;
- Your User Content, including any claim that your User Content infringes, misappropriates, or violates any third party's intellectual property, privacy, publicity, or other rights;
- Your violation or breach of any provision of these Terms, including any representation, warranty, or covenant made by you herein;
- Your violation of any applicable law, regulation, or third-party right;
- Any intentional, reckless, negligent, or wrongful act or omission by you, your employees, agents, or subcontractors;
- Any claim arising from a dispute between you and any third party, including another user of the Site, any Client, or any vendor;
- Any claim that any information, materials, or specifications provided by you to us for incorporation into the Services or Deliverables infringes any third-party intellectual property right or violates any applicable law;
- Any claim related to your failure to obtain any necessary consent, authorization, or license for materials, data, or resources used in connection with the Services.
14.2 Indemnification Procedure
The Indemnified Party shall: (a) promptly notify you in writing of any claim for which indemnification is sought, provided that any delay in notification shall not relieve you of your obligations hereunder except to the extent you are materially prejudiced by such delay; (b) reasonably cooperate with you at your expense in the defense of such claim; and (c) give you sole control of the defense and settlement of the claim, provided that you shall not settle any claim in a manner that admits fault, liability, or wrongdoing on the part of the Indemnified Party or imposes any obligation on the Indemnified Party without the Indemnified Party's prior written consent. The Indemnified Party may participate in the defense at its own expense with counsel of its own choosing.
14.3 Our Indemnification
We agree to defend, indemnify, and hold harmless you from and against any third-party claim that the Deliverables, as delivered and when used in accordance with these Terms and the SOW, infringe any United States patent, copyright, or trade secret of such third party. This indemnity shall not apply to the extent the claim arises from: (a) any modification of the Deliverables by anyone other than us; (b) the combination, operation, or use of the Deliverables with products, services, data, or materials not provided or approved by us, where the infringement would not have occurred but for such combination; (c) your failure to use updates, modifications, or replacements provided by us that would have avoided the infringement; (d) your continued use of the infringing Deliverables after being notified of the infringement and offered a non-infringing alternative; or (e) any Deliverables created in accordance with your specifications or instructions, where compliance with such specifications or instructions necessarily resulted in the infringement. If a Deliverable becomes, or in our opinion is likely to become, the subject of an infringement claim, we may, at our option and expense: procure for you the right to continue using the Deliverable; modify the Deliverable so that it becomes non-infringing while retaining substantially equivalent functionality; replace the Deliverable with a functionally equivalent non-infringing alternative; or, if none of the foregoing is commercially feasible, terminate the applicable SOW and refund you a pro-rata portion of the fees paid for the infringing Deliverable.
15. Termination and Suspension
15.1 Termination for Convenience
Either party may terminate any Statement of Work for convenience by providing the other party with written notice at least thirty (30) calendar days prior to the intended termination date. In the event of termination for convenience by the Client, the Client shall pay us for all Services performed up to the effective date of termination, including work in progress, and for all irrevocable commitments and non-cancellable expenses incurred by us in connection with the SOW prior to receiving notice of termination. In the event of termination for convenience by us, we shall refund to the Client a pro-rata portion of any prepaid fees corresponding to Services not yet performed, less any non-cancellable expenses.
15.2 Termination for Cause
Either party may terminate any SOW or these Terms immediately by written notice if the other party commits a material breach of these Terms or the SOW and, where the breach is capable of remedy, fails to remedy such breach within thirty (30) calendar days after receiving written notice describing the breach in reasonable detail and demanding its cure. A material breach includes, but is not limited to: failure to pay undisputed fees when due; failure to perform Services in accordance with the SOW and professional standards; unauthorized use or disclosure of Confidential Information; infringement of intellectual property rights; and violation of applicable law in connection with the performance of the Agreement.
15.3 Immediate Termination
We may terminate or suspend your access to the Site and Services immediately, without prior notice or liability, in our sole discretion, for any reason whatsoever, including without limitation: (a) if we believe that you have violated any provision of these Terms; (b) if we believe that your conduct poses a risk of harm to us, other users, or third parties; (c) if we are required to do so by law or by a regulatory authority; (d) if you become the subject of a bankruptcy, insolvency, receivership, or similar proceeding; (e) if you cease to conduct business in the ordinary course; or (f) if we decide to discontinue the Site or any Services offering. All provisions of these Terms which by their nature should survive termination shall survive termination, including but not limited to ownership provisions, warranty disclaimers, limitations of liability, indemnification obligations, and dispute resolution provisions.
15.4 Effects of Termination
Upon termination of these Terms or any SOW: (a) your right to access and use the Site and Services shall immediately cease; (b) we may deactivate, delete, or disable your account and all related information and files, subject to our data retention policies and legal obligations; (c) you shall promptly pay all outstanding fees and expenses accrued through the effective date of termination; (d) each party shall, at the other party's election, return or destroy the other party's Confidential Information in accordance with Section 10; (e) any provisions of these Terms that by their nature and context are intended to survive termination shall so survive, including but not limited to Sections 6, 7, 10, 12, 13, 14, 16, 17, and 19. Termination shall not affect any accrued rights or liabilities of either party as of the effective date of termination, nor shall it prejudice any other remedies available at law or in equity.
16. Dispute Resolution and Arbitration
16.1 Informal Resolution
In the interest of resolving disputes in the most efficient and cost-effective manner, the parties agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms, the Site, or the Services (collectively, Disputes) informally. Before initiating any formal legal action, the complaining party shall send the other party a written notice describing the nature and basis of the Dispute in reasonable detail and identifying the specific relief sought (a Dispute Notice). Following receipt of the Dispute Notice, the parties shall negotiate in good faith for a period of at least sixty (60) calendar days to attempt to reach a mutually satisfactory resolution. Dispute Notices to HRDB Holdings LLC shall be sent to feedback@hrchaul.buzz with the subject line — Dispute Resolution Request. If the Dispute is not resolved within the sixty-day period, either party may proceed to arbitration as set forth below.
16.2 Binding Arbitration
Any Dispute that cannot be resolved through informal negotiation shall be resolved exclusively through final and binding arbitration, rather than in court, administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules and Mediation Procedures then in effect, except as modified by this Section. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties, or, if the parties cannot agree, appointed by the AAA in accordance with its rules. The arbitration shall take place in Salt Lake County, Utah, unless the parties mutually agree to a different location or to a virtual proceeding. The arbitrator shall have the authority to award any relief that would be available in a court of competent jurisdiction, including injunctive relief, but shall not have the authority to award punitive, exemplary, or enhanced damages except where expressly authorized by applicable statute. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court having jurisdiction thereof.
16.3 Class Action and Jury Trial Waivers
YOU AND HRDB HOLDINGS LLC EACH EXPRESSLY AND IRREVOCABLY WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, MASS ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR REPRESENTATIVE PROCEEDING OF ANY KIND IN ANY FORUM. YOU AND HRDB HOLDINGS LLC EACH ALSO WAIVE ANY RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE. ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS, AND THE ARBITRATOR SHALL HAVE NO AUTHORITY TO CONSOLIDATE CLAIMS OF MULTIPLE PARTIES, TO PRESIDE OVER A CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING, OR TO AWARD RELIEF TO ANY PERSON OR ENTITY THAT IS NOT A NAMED PARTY TO THE ARBITRATION, UNLESS OTHERWISE AGREED IN WRITING BY THE PARTIES. IF THIS CLASS ACTION WAIVER IS FOUND TO BE UNENFORCEABLE FOR ANY REASON, THE ENTIRETY OF THE AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID.
16.4 Exceptions to Arbitration
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the infringement, misappropriation, or violation of its intellectual property rights or the unauthorized disclosure of its Confidential Information, without first engaging in the informal resolution process or arbitration described above. Either party may also file a claim in small claims court in Salt Lake County, Utah, provided the claim falls within the jurisdictional limit of that court. In the event of any court proceeding permitted under this paragraph, the parties irrevocably consent to the exclusive personal jurisdiction of the state and federal courts located in Utah County, Utah.
16.5 Costs of Arbitration
Each party shall bear its own attorneys fees, costs, and expenses associated with the arbitration, provided that the arbitrator may award the prevailing party its reasonable costs and attorneys fees if authorized by applicable law or by these Terms. The parties shall share equally the fees and expenses of the AAA and the arbitrator, unless the arbitrator determines that such allocation would be inequitable under the circumstances, in which case the arbitrator may reallocate such fees in the award.
16.6 Confidentiality of Arbitration
All aspects of the arbitration proceeding, including but not limited to the existence of the Dispute, the content of the pleadings, the evidence presented, the conduct of the hearing, and the award of the arbitrator, shall be kept strictly confidential by the parties and the arbitrator, and shall not be disclosed to any third party except as necessary to enforce the award, as required by law, or with the prior written consent of all parties.
17. Governing Law and Jurisdiction
17.1 Governing Law
These Terms and any dispute, claim, or controversy arising out of or relating to these Terms, the Site, or the Services — including tort claims, statutory claims, and questions of formation, validity, interpretation, performance, breach, or termination — shall be governed in all respects by the laws of the State of Utah, United States of America, without regard to its conflict of law rules or principles that would result in the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded and shall not apply to these Terms or any transaction contemplated hereunder.
17.2 Jurisdiction for Court Proceedings
Subject to the mandatory arbitration provisions set forth in Section 16, if any Dispute is permitted by these Terms to be brought in court (including for the purpose of seeking injunctive relief or confirming or enforcing an arbitration award), each party irrevocably and unconditionally: (a) submits to the exclusive personal jurisdiction of the state courts located in Utah County, Utah, and the federal courts of the United States located in the District of Utah; (b) waives any objection to venue in any such court, including any objection based on forum non conveniens; and (c) agrees that a final judgment in any such proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law.
17.3 Time Limitation for Claims
To the maximum extent permitted by applicable law, any claim, cause of action, or dispute arising out of or related to these Terms or the Services must be filed within one (1) year after the claim or cause of action arose, or the date upon which the claimant knew or should reasonably have known of the facts giving rise to the claim, whichever is earlier. Any claim not filed within this limitation period shall be permanently barred, regardless of any statute of limitations or other limitation period to the contrary.
17.4 Waiver of Sovereign Immunity
If you are a government entity or agency, or an entity claiming sovereign or governmental immunity, you expressly and irrevocably waive any sovereign immunity, governmental immunity, or similar defense in connection with any Dispute arising under these Terms, to the maximum extent permitted by applicable law. This waiver is intended to apply to both pre-judgment and post-judgment proceedings.
18. Changes to These Terms
18.1 Our Right to Modify
We reserve the right, at our sole discretion, to modify, amend, supplement, or replace these Terms at any time. Changes may be made for a variety of reasons, including to reflect changes in applicable law, to address new features or functionality of the Site or Services, to respond to judicial or regulatory guidance, to address changes in our business practices, or for any other reason we deem appropriate. We will endeavor to provide reasonable advance notice of any material changes by posting a notice on the Site, sending an email to the address associated with your account if you have one, or using other reasonable methods of communication. However, we are not obligated to provide individualized notice for changes that are immaterial, administrative, or technical in nature.
18.2 Effective Date and Acceptance
Modified Terms shall become effective on the date specified in the updated posting, which shall not be earlier than the date of posting except where required by law or where the changes are to the benefit of the user. By continuing to access or use the Site or Services after the effective date of any revised Terms, you acknowledge that you have read, understood, and agreed to be bound by the modified Terms. If you do not agree to the revised Terms, your sole and exclusive remedy is to discontinue accessing and using the Site and Services. If you are a Client with an active SOW, material changes to these Terms shall not apply retroactively to that SOW unless you expressly agree in writing; however, the Terms in effect at the time the SOW was executed shall continue to govern that engagement.
18.3 Archiving of Prior Versions
Prior versions of these Terms are available upon written request submitted to feedback@hrchaul.buzz. You may request a copy of the Terms as they existed on a specific date, which we will provide if reasonably available.
19. General Provisions
19.1 Entire Agreement
These Terms, together with the Privacy Policy and any applicable Statement of Work, constitute the entire and exclusive agreement between you and HRDB Holdings LLC concerning your access to and use of the Site and Services, and supersede and replace all prior or contemporaneous agreements, understandings, communications, representations, and proposals, whether oral or written, between the parties regarding the subject matter hereof. In the event of any conflict or inconsistency between these Terms and a Statement of Work, the Statement of Work shall prevail with respect to the specific Services engagement described therein. No course of dealing, course of performance, or usage of trade shall modify or supplement these Terms. Any additional or different terms proposed by you in any purchase order, acknowledgment, or other document are expressly rejected and shall have no force or effect unless expressly agreed to in a writing signed by an authorized representative of HRDB Holdings LLC.
19.2 Severability
If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, void, or unenforceable for any reason, such provision shall be: (a) modified to the minimum extent necessary to make it enforceable while preserving as closely as possible the original intent and economic effect of the provision; or (b) if modification is not possible, severed from these Terms. The invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of the remaining provisions, which shall continue in full force and effect. These Terms shall be enforced as if the invalid, illegal, or unenforceable provision were not a part hereof.
19.3 Waiver
No failure or delay by either party in exercising any right, power, or privilege under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. A waiver of any breach of any provision of these Terms shall not be construed as a continuing waiver of other breaches of the same or other provisions. To be effective, any waiver must be in writing and signed by an authorized representative of the waiving party. The rights and remedies provided in these Terms are cumulative and not exclusive of any rights or remedies provided by law or in equity.
19.4 Assignment
You may not assign, delegate, sublicense, or otherwise transfer any of your rights or obligations under these Terms, whether by operation of law, merger, consolidation, stock sale, asset sale, or otherwise, without our prior written consent. Any attempted assignment or transfer in violation of this provision shall be null and void. We may assign, delegate, or transfer these Terms and all of our rights and obligations hereunder, in whole or in part, without your consent, to: (a) any affiliate of HRDB Holdings LLC; (b) any successor to all or substantially all of our business or assets to which these Terms relate, whether by merger, sale of assets, sale of stock, reorganization, or otherwise; or (c) any entity that acquires HRDB Holdings LLC or the HRC Haul trade name. These Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
19.5 Force Majeure
Neither party shall be liable for any delay or failure in the performance of its obligations under these Terms (other than payment obligations) if such delay or failure arises from causes beyond its reasonable control and without its fault or negligence, including but not limited to: acts of God, fire, flood, earthquake, hurricane, tornado, or other natural disaster; epidemic, pandemic, or public health emergency; war, terrorism, civil unrest, riot, or insurrection; acts of any governmental authority, including changes in law, regulation, or executive order, or denial, revocation, or failure to issue any required governmental authorization, permit, or license; labor disputes, strikes, or lockouts not caused by the delayed party; failure or disruption of utilities, telecommunications networks, or the public Internet; cyberattacks, distributed denial-of-service attacks, or other malicious acts of third parties; embargoes, sanctions, or trade restrictions; or other events beyond the reasonable control of the affected party. The party affected by a force majeure event shall: promptly notify the other party in writing of the nature and anticipated duration of the event; use commercially reasonable efforts to mitigate the effects of the event and resume performance as soon as reasonably practicable; and keep the other party informed of material developments. If a force majeure event continues for more than sixty (60) calendar days, either party may terminate the affected SOW upon written notice, without liability, except that the Client shall pay for all Services performed and expenses incurred prior to the effective date of termination.
19.6 Notices
All notices, requests, demands, claims, and other communications under these Terms must be in writing and delivered by one of the following methods: (a) email, with confirmation of receipt requested; (b) nationally recognized overnight courier service; (c) certified or registered mail, return receipt requested and postage prepaid; or (d) personal delivery. Notices to HRDB Holdings LLC shall be sent to:
HRDB Holdings LLC
Attn: Legal Department — Terms of Service
4023 W Valderrama St
Cedar Hills, UT 84062-8547
United States
Email: feedback@hrchaul.buzz
Phone: +1 (765) 878-1393
Notices to you shall be sent to the email or physical address you provided during account registration or any Services engagement. Either party may update its notice address by providing written notice to the other party in accordance with this Section. Notices shall be deemed received: on the date of delivery if sent by email with confirmed receipt; on the next business day if sent by overnight courier; five business days after mailing if sent by certified or registered mail; and on the date of receipt if delivered personally.
19.7 Relationship of the Parties
HRDB Holdings LLC and you are independent contractors, and nothing in these Terms shall be construed as creating an employer-employee relationship, a partnership, a joint venture, an agency relationship, or a franchise relationship between the parties. Neither party shall have any right or authority to create or assume any obligation, make any representations or warranties, incur any liability, or otherwise bind or obligate the other party in any manner whatsoever without the other party's prior written consent. Each party is solely responsible for its own costs, expenses, taxes, insurance, and compliance with laws.
19.8 No Third-Party Beneficiaries
These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns. Nothing in these Terms, whether express or implied, is intended to or shall confer upon any person or entity other than the parties any legal or equitable right, benefit, remedy, or claim of any nature whatsoever under or by reason of these Terms. No person who is not a party to these Terms shall have any right to enforce any provision of these Terms.
19.9 Construction
These Terms shall be construed without regard to any presumption or rule requiring construction against the party that drafted or caused the Terms to be drafted. Each party has had the opportunity to consult with legal counsel in connection with the negotiation, drafting, and execution of these Terms, and each party acknowledges that it understands and agrees to each provision. Any ambiguity in these Terms shall not be interpreted or resolved against any particular party.
19.10 English Language
These Terms have been drafted in the English language. The English language version of these Terms shall be the controlling and governing version for all purposes, notwithstanding any translation that may be provided for convenience. All communications, notices, filings, and proceedings relating to these Terms and any Dispute shall be conducted in the English language. If there is any conflict or inconsistency between the English version and any translation, the English version shall prevail.
19.11 Survival of Provisions
Any provision of these Terms that, by its nature and context, is intended to survive termination or expiration of these Terms shall so survive, including without limitation the following Sections: 6 (Intellectual Property Rights), 7 (User-Generated Content), 10 (Confidentiality Obligations), 12 (Representations and Warranties), 13 (Limitation of Liability), 14 (Indemnification), 16 (Dispute Resolution and Arbitration), 17 (Governing Law and Jurisdiction), and 19 (General Provisions). Termination or expiration of these Terms shall not prejudice any right of action or claim that has accrued to either party prior to termination.
20. Contact Information
20.1 General Inquiries
If you have any questions, comments, or concerns about these Terms of Service, the Site, or the Services — or if you need to communicate with us for any legal or business purpose — you may reach us through any of the following channels. We endeavor to acknowledge and respond to all inquiries within two business days.
HRDB Holdings LLC
DBA: HRC Haul
4023 W Valderrama St
Cedar Hills, UT 84062-8547
United States of America
Website: www.hrchaul.buzz
Email: feedback@hrchaul.buzz
Phone: +1 (765) 878-1393
20.2 Legal Notices and Service of Process
Legal notices, including demands, complaints, subpoenas, and other legal process, shall be served at the physical address listed above, directed to the attention of — Legal Department. — Service of process shall be effective only upon actual personal delivery to the physical address specified above. We do not accept service of legal process by email or other electronic means unless expressly agreed in writing in advance.
20.3 Reporting Violations
If you become aware of any violation of these Terms by any user of the Site, or if you have reason to believe that your intellectual property rights or Confidential Information have been compromised in connection with the Site or Services, please report the matter immediately to feedback@hrchaul.buzz with the subject line — Terms of Service Violation Report. — We take all such reports seriously and will investigate promptly. To the extent permitted by law and consistent with our confidentiality obligations, we may inform you of the outcome of our investigation. We value the trust and confidence that users, visitors, and Clients place in HRDB Holdings LLC and are committed to enforcing these Terms fairly and consistently.
Developer: This website and its integrated systems architecture were developed and are maintained by HRC Haul, the trade name under which HRDB Holdings LLC operates its computer integrated systems design practice. All site infrastructure, security architecture, and deployment pipelines are designed and managed in-house. For technical inquiries related to the Site itself, please contact the development team at feedback@hrchaul.buzz.