Terms & Conditions

IF YOU (“CLIENT”) ENTER INTO AN AGREEMENT WITH HEROIC HR PARTNERS, LLC OR ANY OF ITS AFFILIATES (“HEROIC” OR “COMPANY”) OR REQUEST, USE, ORDER, OR USE SERVICES OR PRODUCTS FROM HEROIC (THE “SERVICES”), THE FOLLOWING TERMS AND CONDITIONS OF USE (THESE “TERMS”) WILL APPLY ALONG WITH THE EXECUTED SCOPE OF SERVICES (IF ANY) REGARDING THE RELATIONSHIP BETWEEN CLIENT AND HEROIC. THESE TERMS AND ANY SCOPE OF SERVICES SHALL BE THE “AGREEMENT”, PROVIDED, HOWEVER, IF A SCOPE OF SERVICES IS NOT EXECUTED, “AGREEMENT” MEANS THESE TERMS.

HEROIC HAS, MAY, OR WILL PROVIDE YOU WITH A SERVICE, DELIVERABLE, PROJECT, OR PRODUCT IN THE HUMAN RESOURCES FIELD; YOUR USE OF ANY SUCH SERVICES OR PRODUCTS CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS.

EFFECTIVE DATE: THESE TERMS OF USE ARE EFFECTIVE ON THE EARLIER OF (1) THE DATE THAT CLIENT EXECUTES A SCOPE OF SERVICES FOR A SERVICE, AND (2) THE DATE THAT HEROIC FIRST PROVIDES A SERVICE.

(a) The Agreement expressly limits Client’s acceptance to these Terms. Client may reject the Agreement by not ordering or receiving any Services. The Agreement does not constitute an acceptance by HEROIC of any offer or counteroffer of Client, and HEROIC hereby rejects any additional, different, or inconsistent terms, conditions, or limitations contained in or incorporated by reference in any forms, purchase orders, or other documents provided by Client that already have been or hereafter may be presented to HEROIC with respect to the Services.

(b) If Client has submitted or will submit additional or different terms and conditions to HEROIC, or submits a counteroffer to HEROIC, HEROIC’s subsequent performance will not be construed as either acceptance of Client’s additional or different terms and conditions or Client’s counteroffer, nor will HEROIC’s subsequent performance be viewed as a willingness to accept any provision that is contrary to or in addition to any of the Terms unless such different terms or conditions are executed in writing by HEROIC.

( c) This Agreement represents the entire contract and understanding between the parties with respect to the products and services provided by HEROIC to Client and merges all prior discussions between them and supersedes and replaces any and every other agreement or understanding which may have existed between the parties relating to the products and services provided by HEROIC. Client hereby acknowledges that it has not reasonably relied on any other representation or statement that is not contained in the Scope of Services or made by a person or entity other than HEROIC.

(d) Conflict in Agreement. In the event that these Terms conflict with the Scope of Services, these Terms shall control unless the Scope of Services specifically states it supersedes these Terms.

(e) HEROIC reserves the right to modify these Terms at any time without prior notice. Any modifications will be effective immediately upon posting on HEROIC's website or upon notification to Client.

(a) Unless otherwise agreed to by HEROIC in writing, HEROIC fees for the Services will be the fees stated on the Scope of Services or, in the absence of the Scope of Services, the standard fees for such services or products on the date such services or products are provided. As of the date of these Terms, the standard pricing is $200 per hour. HEROIC may change fees by providing written notice to Client, either by a new or amended Scope of Services or by providing Client with separate written notice. HEROIC may update these Terms to reflect updated standard pricing. The updated pricing shall apply to all Services provided after notice of the change in pricing has been provided.

(b) The fees of any and all Services are confidential, and Client shall not disclose such fees to any third party. HEROIC and Client acknowledge and agree that money damages for any and all breaches of Client’s obligation not to disclose the price of any Services is both incalculable and insufficient and that any such breach would irreparably harm HEROIC. Therefore, in the event of an actual or prospective breach of the obligation of Client not to disclose the fees of any Services, HEROIC shall be entitled to a permanent and/or a preliminary injunction to prevent or remedy such breach and shall have the right to specific enforcement of this Agreement against Client in addition to any other remedies to which HEROIC may be entitled at law or in equity.

( c) Unless otherwise provided in the Scope of Services, Client agrees to remit full payment to HEROIC within thirty (30) days of receipt of the invoice Payment Terms from the date of the invoice. HEROIC may require a portion of the service fees in advance before work begins, and this will be outlined in the Scope of services.

(d) Client shall be liable for all collection costs incurred by HEROIC, including, without limitation, attorneys’ and collection agency fees, and all related disbursements.

(e) All past due amounts are subject to service charges of one and one-half percent (1.5%) per month or the maximum percentage rate permitted by law, whichever is less.

(f) Costs & Expenses. Client shall pay or reimburse HEROIC for all third-party costs and expenses associated with the Services. When HEROIC pays any such costs or expenses on Client’s behalf, HEROIC shall itemize such costs and expenses and include them on Client’s invoice.

Client shall designate a representative to serve as its primary contact with respect to the Scope of Services and to act as its authorized representative with respect to matters pertaining to the Services (the “Client Representative”), with such designation to remain in force unless and until a successor Client Representative is appointed. Client Representative shall respond promptly to any reasonable requests from HEROIC for instructions, information, or approvals required by HEROIC to provide the Services. Client Representative shall cooperate with HEROIC in its performance of the Services and provide access to Client’s premises, employees, facilities, documents, and other materials and items necessary to perform the Services.

(a) The Agreement will continue in effect for the term indicated on the Scope of Services unless terminated earlier with these Terms.

(b) Termination For Breach. At any time, either party may terminate the Agreement by written notice to the other party, effective immediately upon receipt, if the other party fails to cure any material breach of the Agreement within a fifteen (15)-day period after having received a written notice from the non-breaching party detailing the breach and requesting the breach be cured.

( c) Termination for Convenience. Either party may terminate the Agreement for any reason by giving the other party 90 days written notice. Client shall reimburse HEROIC for any reasonable costs or expenses it incurred, including travel and other reasonable business expenses, prior to the effective date of such termination.

(d) Survival. The provisions of the Agreement shall survive its termination to the extent necessary to effectuate the Terms contained herein. Without limiting the generality of the foregoing, the respective indemnities, representations, warranties, and agreements shall survive any termination or expiration.

In connection with the Services, the parties recognize that each may become familiar with information that is non-public, confidential, or proprietary information of a party, which may be of value to a competitor or protected by law, including, but not limited to, intellectual property, designs, plans, documents, data, business operations, Client information, financial information, business development, and pricing disclosed, or other information designated by or otherwise identified as “confidential,” (“Confidential Information”). HEROIC and Client agree to keep confidential and not to discuss or divulge it to anyone other than authorized personnel on an as-needed basis and not use for any purpose or disclose any Confidential Information without the express written consent of the other party. Each party agrees to safeguard the Confidential Information of the other party against use or disclosure other than as authorized by or pursuant to this Agreement through measures, and exercising a degree of care, which are at least as protective as those that HEROIC or Client, as the case may be, exercises in safeguarding the confidentiality of its own Confidential Information, but no less than a reasonable degree of care under the circumstances.

The obligations regarding Confidential Information shall survive the termination of this Agreement for a period of five (5) years. Upon termination, each party shall immediately return or destroy all Confidential Information as directed by the other.

Any work product, including but not limited to HEROIC materials, employee handbooks, toolkits, policies, procedures, training materials, checklists, templates, leadership training, and other resources provided by HEROIC to Client is intended exclusively for internal use within the Client’s organization. Client is prohibited from distributing, sharing, or otherwise making HEROIC’s intellectual property available outside of the Client’s organization. HEROIC retains ownership of all intellectual property rights in any pre-existing work product or materials used in creating the work product for the Client. HEROIC grants the Client a non-exclusive, non-transferable license to use such work product solely for internal purposes within the Client's organization.

(a) The Services shall be performed accurately in accordance with generally accepted standards in the Human Resources industry in the United States and in compliance with instructions from Client. Services performed will be subjected to the proper quality assurance procedures, if any, set forth in the applicable Scope of Services.

(b) Client agrees that HEROIC’S role and the Services are strictly consultative. Any and all decision-making regarding the Client, including whether or not to follow any advice or utilize any resource given by HEROIC, is solely the responsibility of Client. HEROIC is not liable for any inactions, actions, or decisions made by Client or its employees, agents, or representatives. Client assumes sole responsibility for all actions taken or not taken as a result of the Services. HEROIC ASSUMES NO RESPONSIBILITY UNDER THIS AGREEMENT OTHER THAN TO PERFORM THE SERVICES IN GOOD FAITH.

( c) CLIENT ACKNOWLEDGES THAT HEROIC IS NOT A LAWYER AND THAT THE SERVICES ARE NOT LEGAL ADVICE AND ARE NOT A SUBSTITUTE FOR LEGAL ADVICE. Client acknowledges they have been advised to have an attorney review employment policies, handbooks, and other documents and practices to ensure legal compliance. HEROIC makes no guarantees to ensure that Client is legally compliant. The Client is solely responsible for ensuring legal compliance in their organization.

(d) Client agrees to HEROIC’s sole and exclusive obligation with respect to the Services covered by this limited warranty shall be, in HEROIC’s sole discretion, to correct the nonconformity or to refund any fees related to the Services paid for the affected Services.

(e) THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HEROIC AND ITS PERSONNEL, AFFILIATES, CONTRACTORS, AND OTHER REPRESENTATIVES (COLLECTIVELY, THE “REPRESENTATIVES”) DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, TITLE, OR NON-INFRINGEMENT, WITH RESPECT TO THE SERVICES. HEROIC AND THE REPRESENTATIVES DO NOT WARRANT THAT THE SERVICES WILL MEET CLIENT’S ARBITRARY, SUBJECTIVE, OR NON-EXPERT REQUIREMENTS OR ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, NOR DO THEY GIVE ANY WARRANTY ABOUT THE RESULTS THAT MAY BE OBTAINED BY USING THE SERVICES.

(f) CLIENT ACKNOWLEDGES THAT HEROIC'S SERVICES ARE ADVISORY IN NATURE AND THAT HEROIC MAKES NO GUARANTEES REGARDING OUTCOMES, INCLUDING BUT NOT LIMITED TO EMPLOYEE RELATIONS, REGULATORY COMPLIANCE, OR BUSINESS PERFORMANCE.

IN NO EVENT SHALL HEROIC BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF GOODWILL, OR BUSINESS REPUTATION, BUSINESS INTERRUPTION, LOSS OF DATA, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT OR THE SERVICES OR FOR ANY CLAIM BY ANY THIRD PARTY (INCLUDING FOR INTELLECTUAL PROPERTY INFRINGEMENT) EVEN IF HEROIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF HEROIC TO CLIENT FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO HEROIC IN THE THREE MONTHS PRIOR TO THE EVENT CAUSING THE LIABILITY. ANY ACTION AGAINST HEROIC MUST BE FILED WITHIN ONE (1) YEAR OF THE DATE OF THE ALLEGED WRONGFUL ACT OR CONDUCT.

Client will indemnify, defend, and hold harmless HEROIC, its members, officers, directors, employees, agents, and representatives from and against all losses, damages, liabilities, costs, and expenses including, without limitation, property damage, loss of profits or revenue, loss of use of any property, cost of capital, personal or bodily injury, or death (“Losses”), that may arise pursuant to or in connection with the Agreement or the Services (including, without limitation, Losses arising in connection with the performance of Services on Client’s premises by HEROIC employees, representatives, agents, or subcontractors), regardless of whether such Losses are suffered directly by Client or arise pursuant to or in connection with a third-party suit, claim, counterclaim, demand, judgment or other action (each a “Claim”) and regardless of whether or not HEROIC or any third-party is proportionately negligent with respect to such Losses and/or Claim. For the avoidance of doubt and without limitation, this indemnification obligation requires Client to pay any judgments against HEROIC or any other indemnified party resulting from any Claim, any court costs of HEROIC, or any other indemnified party in connection with any Claim, and any reasonable attorneys’ fees and disbursements incurred by HEROIC or any other indemnified party in HEROIC’s defense of any Claim. HEROIC will have the sole and exclusive right to conduct the defense of any Claim at Client’s sole and exclusive cost and expense. Client’s indemnification obligation does not depend on the truth or accuracy of any allegations made against HEROIC, Client, or any third party.

Client's indemnification obligations shall include any claims brought by Client's employees, contractors, or agents arising from or relating to the Services.

During the term of this Agreement and for a period of one (1) year after the termination, Client shall not, either directly or indirectly, employ, solicit, or cause to be solicited for the purpose of employment or engagement any HEROIC employees or contractors, or aid any third party to do so. Client acknowledges and agrees that during the term of this Agreement and for a period of one (1) year following the termination of this Agreement, Client will not, individually or in conjunction with others, directly or indirectly solicit, induce, or influence any of HEROIC’s employees or subcontractors to discontinue or reduce the scope of their business relationship with HEROIC, or recruit, solicit, or otherwise influence any employee or agent of HEROIC to discontinue such employment or agency relationship with HEROIC.

(a) Force Majeure. HEROIC will not be liable for its failure to perform under the Agreement (including, without limitation, the failure to perform any Services) due to circumstances beyond its reasonable control, including, without limitation, fire, flood, earthquake, pandemic, or similar catastrophe; war, act of terrorism, or strike; lack or failure of transportation facilities, shortage of suitable parts, materials, or labor; any existing or future law, rule, regulation, decree, treaty, proclamation, or order of any governmental agency; inability to secure fuel, materials, supplies, equipment, or power at reasonable fees or in sufficient amounts; act of God or the public enemy; or any other event or cause beyond HEROIC’s reasonable control, including, without limitation, any delay caused by Client.

(b) Electronic Consent. Client acknowledges that Client’s electronic submissions constitute Client’s agreement and intent to be bound by this Agreement. Pursuant to any applicable statutes, regulations, rules, ordinances, or other laws, including, without limitation, the Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (“E-Sign Act”), the Georgia Uniform Electronic Transactions Act, or other similar statutes, CLIENT HEREBY AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, APPLICATIONS, AND OTHER RECORDS AND ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED WITH HEROIC. Further, Client hereby waives any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means. Client may obtain a copy of this Agreement by printing it now at no additional cost to Client or by contacting HEROIC.

( c) Insurance. Client shall maintain insurance, in full force and effect that includes, but is not limited to, commercial general liability, and other applicable liability policies, each in accordance with industry standards with financially sound and reputable insurers.

(d) Assignment and Subcontracting. Neither party may assign the Agreement or any rights or obligations hereunder, and any assignment without the express written consent of the other party will be invalid. However, HEROIC will have the right to assign the Agreement and its rights or obligations under it, in whole or in part, to any present or future affiliate or to any entity which acquired from HEROIC the operating assets utilized by HEROIC to fulfill its obligations under the Agreement. HEROIC may subcontract work to be performed under the Agreement but will retain responsibility for such work.

(e) Notices and Amendments in Writing. All notices under the Agreement and any modifications or amendments to the Agreement or any order must be in writing. Modifications or amendments to the Agreement or any order must be signed by both parties. Notices will be sent to the addresses of HEROIC and Client on file or provided on the Scope of Services.

(f) Severability. If any provision of this Agreement is found to be unenforceable, the remainder shall be enforced as fully as possible, and the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the intention of the parties.

The negotiation, execution, performance, termination, interpretation, and construction of the Agreement will be governed by the law of the state of Georgia, except for Georgia’s choice of law rules. If either HEROIC or Client brings a lawsuit or any other action arising out of the Agreement against the other party, such party must file its lawsuit or other action in a state or federal court located in Cobb County, Georgia. HEROIC and Client expressly submit to the exclusive jurisdiction of those courts and consent to venue in those courts, and HEROIC and Client consent to extra-territorial service of process on HEROIC and Client. In the event of litigation pertaining to any matter covered by the Agreement, each of HEROIC and Client hereby agree to waive any right that it may have to a jury trial of any or all issues that may be raised in such litigation. Nothing contained in the Agreement will be construed to limit or waive any rights of HEROIC under applicable United States federal, state, or local laws. Any provision of the Agreement held to be invalid, illegal, or unenforceable will be ineffective to the extent of such invalidity, illegality, or unenforceability without affecting the validity, legality, and enforceability of the remaining provisions hereof.

Client hereby waives any objection to personal jurisdiction and venue in such courts. The prevailing party in any legal action shall be entitled to recover reasonable attorneys' fees and costs.

Any director, officer, employee, representative, or agent of Client signing or otherwise entering into this Agreement hereby represents and warrants that he or she is duly authorized to execute and enter into this Agreement on behalf of Client.