Last Updated: February 2025

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This Master Subscription and Services Agreement (the “Agreement”) is entered into by and between HR Konnect, LLC dba Konnect (“Service Provider”) and the customer identified in the applicable Statement of Work (“Customer”). This Agreement governs the provision of Konnect’s professional HR services and online portal subscription services. 

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1. Definitions

1.1 “Authorized Users” means Customer’s employees, contractors, or other parties authorized by Customer to access the Services.
1.2 “Services” means the Online Portal Services and Professional Services provided by Service Provider under this Agreement.
1.3 “Deliverables” means the work product or materials created by Service Provider and delivered to Customer under an SOW.
1.4 “SOW” means a statement of work, order form, or subscription form signed by both parties.
1.5 “Customer Data” means all data provided by Customer to Service Provider in connection with the Services.
1.6 “Confidential Information” means non-public business or technical information disclosed by one party to the other, designated as confidential or which should reasonably be understood to be confidential.

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2. Services

2.1 Online Portal Services. Service Provider may provide Customer access to its HR portal, including HR compliance tools, learning management, and other subscription-based services, as further described in an SOW.
2.2 Professional Services. Service Provider may also provide HR consulting, compliance support, training, or other professional services, as described in an SOW.
2.3 Statements of Work. All Services will be described in SOWs executed by the parties. Each SOW will define scope, deliverables, fees, and timelines.

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3. Fees and Payment

3.1 Customer shall pay fees as set forth in each SOW. Invoices are due within 15 days unless otherwise stated.
3.2 Service Provider may suspend Services for overdue payments. Late payments accrue interest at 1.5% per month or the maximum rate allowed by law.
3.3 Customer shall reimburse pre-approved expenses. Customer is responsible for all applicable taxes, excluding Service Provider’s income taxes.

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4. Confidentiality and Data Protection

4.1 Each party shall use reasonable care to protect the other’s Confidential Information.
4.2 Customer retains ownership of its Data. Service Provider may use aggregated, anonymized data to improve its services.
4.3 Service Provider shall implement reasonable safeguards to protect PII in compliance with applicable laws.

5. Intellectual Property

5.1 Service Provider retains ownership of all intellectual property in its software, tools, and methods.
5.2 Customer retains ownership of Customer Data.
5.3 Deliverables created under an SOW are licensed to Customer on a non-exclusive, royalty-free basis for internal business use.

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6. Warranties and Disclaimers

6.1 Service Provider warrants that Services will be performed in a professional manner consistent with industry standards.
6.2 Except as expressly stated, all warranties are disclaimed, including implied warranties of merchantability and fitness for a particular purpose.

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7. Indemnification

7.1 Service Provider shall indemnify Customer against third-party claims alleging that the Services infringe intellectual property rights.
7.2 Customer shall indemnify Service Provider against claims arising from misuse of the Services or Customer Data.

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8. Limitation of Liability

8.1 Except for fraud, gross negligence, or willful misconduct, each party’s liability is limited to the fees paid by Customer in the 12 months preceding the claim.
8.2 Neither party is liable for indirect, incidental, or consequential damages.

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9. Term and Termination

9.1 This Agreement remains in effect for the duration of the subscription term or SOW.
9.2 Either party may terminate for material breach if not cured within 30 days of written notice.
9.3 Service Provider may terminate immediately for repeated non-payment.
9.4 Upon termination, Customer may request data return for 30 days at Service Provider’s then-current rates.

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10. Dispute Resolution

10.1 Any dispute shall be resolved by binding arbitration in California under JAMS rules.
10.2 Either party may seek injunctive relief in court without waiving this arbitration requirement.

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11. General Provisions

11.1 Governing Law. This Agreement is governed by California law.
11.2 Assignment. Neither party may assign without consent, except Service Provider may assign in a merger or sale.
11.3 Notices. Notices must be in writing and delivered by courier, certified mail, or email to the addresses in the SOW.
11.4 Force Majeure. Neither party is liable for delays caused by events beyond reasonable control (e.g., natural disasters, labor disputes).
11.5 Entire Agreement. This Agreement and all SOWs represent the entire agreement between the parties.
11.6 Amendments. Any changes must be in writing and signed by both parties.

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18. Updates to this Agreement

Service Provider may update this Agreement from time to time by posting an updated version on its website. 

Any updates will apply prospectively only and will not modify any Statement of Work executed prior to the effective date of the update unless the parties expressly agree in writing.

 

For clarity, the version of this Agreement in effect as of the effective date of a given SOW will govern that SOW for its duration.

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