Terms of Use

Effective as of April 13 2021

IMPORTANT– THIS IS A LEGAL AGREEMENT BETWEEN YOU (referenced here as “You” or with “your”) AND HR CERTIFICATION INSITUTE (referenced herein as “HRCI” or with “our”). YOU SHOULD READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THESE TERMS OF USE (this “TOU”) AS THEY GOVERN YOUR ACCESS TO AND USE OF ALL HRCI WEBSITES, INCLUDING BUT NOT LIMITED TO WWW.HRCI.ORG, HRCILEARNING.ORG, HRCIMEA.ORG, HRJOBS.HRCI.ORG, VOLUNTEER.HRCI.ORG, AMBASSADORS.HRCI.ORG, AND GOVERNANCE.HRCI.ORG (COLLECTIVELY, THE “WEBSITE”) AND ALL SERVICES MADE AVAILABLE BY HRCI OR THROUGH THIRD PARTIES ON BEHALF OF HRCI, INCLUDING BUT NOT LIMITED TO THE ROSTERFY PLATFORM FOR HRCI VOLUNTEERS, THAT ENABLE YOU TO INTERACT WITH HRCI AND PARTICIPATE IN HRCI ACTIVITIES AND SERVICES THROUGH THE INTERNET (COLLECTIVELY, INCLUDING THE WEBSITE, THE “SERVICES”). HRCI IS WILLING TO LICENSE TO YOU THE RIGHT TO ACCESS AND USE THE HRCI SERVICES ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS TOU. BY USING THE WEBSITE OR THE SERVICES, YOU ARE ACCEPTING THE TOU. IF YOU DO NOT AGREE, PLEASE EXIT THE HRCI WEBSITE IMMEDIATELY AND DO NOT USE THE HRCI SERVICES.

THE TOU SHALL NOT SUPERCEDE ANY LAW, REGULATION, THE HRCI CERTIFICATION POLICIES AND PROCEDURES HANDBOOK, OR ANY OTHER WRITTEN POLICY OF HRCI THAT GOVERNS THE USE OF A SPECIFIC HRCI SERVICE, OR WRITTEN AGREEMENT THAT ANY USER OF THE WEBSITE OR SERVICES HAS ENTERED INTO WITH HRCI INDIVIDUALLY OR ON BEHALF OF AN ORGANIZATION.

TERMS AND CONDITIONS

1. LIMITED LICENSE GRANT. This TOU provides You with a personal, revocable, limited, non-exclusive, non-transferable, and non-sublicensable license to access and use the HRCI Services solely for your personal, lawful use and conditioned on your continued compliance with this TOU and all applicable HRCI policies.

2. USER OBLIGATIONS. By accessing or using the Services, You also agree to be responsible for and to abide by all applicable local, state, national, and international laws, regulations, rules, and all applicable HRCI policies with respect to your use of the Services. In addition, You agree to assume all responsibility for compliance with this TOU and for your use, and the results of your use, of the Services. You shall refrain from all Prohibited Conduct as defined below.

3. PROHIBITED CONDUCT. YOU AGREE NOT TO:

a. use the Services for any commercial use or purpose unless expressly permitted by HRCI in writing, it being understood that the Services and related services are intended for personal, non-commercial use only;

b. rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses for any Services;

c. post, upload, or distribute any defamatory, libelous, or inaccurate content;

d. post, upload, or distribute any content that is unlawful or that a reasonable person could deem to be objectionable, offensive, indecent, pornographic, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically offensive, or otherwise inappropriate;

e. use the Services in any manner that violates the rights of another person, organization, agency or entity;

f. impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Services accounts of others without permission, or perform any other fraudulent activity;

g. assert, or authorize, assist, or encourage any third party to assert, against HRCI or any of its affiliates or licensors any patent infringement or other intellectual property infringement claim regarding any content you have used, submitted, or otherwise made available on or through the Services;

h. erase or remove any proprietary mark or intellectual property notice contained in or on the Services (or any part thereof or materials therefrom);

i. make unsolicited offers, advertisements, proposals, or send junk mail or spam to other users of the Services (including, but not limited to, unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures);

j. use the Services for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;

k. defame, harass, abuse, threaten or defraud any person;

l. remove, circumvent, disable, damage or otherwise interfere with security-related features of the Services, features that prevent or restrict use or copying of any content accessible through the Services, or features that enforce limitations on the use of the Services;

m. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Services or any part thereof;

n. modify, adapt, translate or create derivative works based upon the Services or any part thereof, except and only to the extent expressly permitted by HRCI herein or to the extent the foregoing restriction is expressly prohibited by applicable law; or

o. intentionally interfere with or damage operation of the Services or any user's enjoyment of it, by any means, including without limitation by participation in any denial-of-service type attacks or by uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code.

4. ACCOUNT. In order to use certain features of the Services, you must register for an account. You may be asked to provide a password in connection with your account. You are solely responsible for maintaining the confidentiality of your account and password, and you agree to accept responsibility for all activities that occur under your account or password. You will not allow any other person to access or use your account under any circumstances. You agree that the information you provide to HRCI, at the time of account registration and at any time thereafter, will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times. If you have reason to believe that your account is no longer secure (e.g., in the event of a loss, theft, or unauthorized disclosure or use of your name, account ID or password), then you agree to immediately notify HRCI at info@hrci.org. You are liable for the losses incurred by HRCI or others due to any unauthorized use of your Services account. 5. PROPRIETARY RIGHTS. The contents of the Services, including all software, designs, text, graphics, images, photographs, illustrations, audio and video materials, artwork, databases, user interfaces, visual interfaces, sounds, artwork, computer code (including html code), products, information, and documentation, as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of the Website unless otherwise indicated, are owned, controlled, and licensed by HRCI. Any rights granted hereby are expressly licensed. HRCI does not grant any implied right to You or any other person and does not transfer or assign any ownership or intellectual property interest or title in or to the Services (or any part thereof) to You or anyone else. The Website is Copyright © 2013-2021 HR CERTIFICATION INSITUTE, INC. and/or its licensors. HR CERTIFICATION INSITUTE, HRCI, HR CERTIFICATION INSTITUTE Plus Logo Design and all other names, logos, and icons identifying HRCI and its products and services are proprietary trademarks of HRCI, and any use of such marks, including, without limitation, as domain names or account identifiers, without the express written permission of HRCI is strictly prohibited. Other product and company names mentioned herein or on the Website may be the trademarks and/or service marks of their respective owners.

6. PRIVACY. Please see our Privacy Policy for information relating to the collection and use of personally identifiable information in connection with your use of the Services.

7. LINKS TO OTHER SITES. HRCI may provide links, in its sole discretion, to other websites or online social networks (or pages) for your convenience in locating or accessing related information, products, and services. These sites, networks, and pages have not necessarily been reviewed by HRCI and are maintained by third parties over which HRCI exercises no control. Accordingly, HRCI expressly disclaims and shall not have any responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third-party websites, networks, or pages. Moreover, these links do not imply an endorsement with respect to any third party, any website, network, or page, or the products or services provided by any third party.

8. FEEDBACK. HRCI welcomes your feedback and suggestions about HRCI’s products or services or with respect to how to improve the Services. But, by transmitting any feedback or suggestions and any related information, material, or other content (collectively, “feedback”) to HRCI, You represent and warrant that such feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that You have all rights necessary to convey such feedback to HRCI. In addition, any feedback received by HRCI will be deemed to include from You a royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license for HRCI to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works of, display (in whole or in part) worldwide, or act on such feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in the information, material, or content related to such feedback, and You hereby waive any claim to the contrary.

9. WARRANTY DISCLAIMER. THE SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, HRCI DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, AVAILABILITY, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON- INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM HRCI OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. HRCI DOES NOT WARRANT THAT THE WEBSITE OR ANY DATA, USER CONTENT, FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. HRCI AND THE HRCI PARTIES MAKE NO REPRESENTATION OR WARRANTY THAT (1) THE SERVICES WILL (A) MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR BE TO YOUR LIKING, OR (B) WILL BE TIMELY, SECURE, ACCURATE, FREE FROM ERRORS OR LOSS, OR UNINTERRUPTED, (2) THAT THE SERVICES ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, OR (3) THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED. SOME FEATURES MAY BE NEW OR EXPERIMENTAL AND MAY NOT HAVE BEEN TESTED IN ANY MANNER. YOU UNDERSTAND AND AGREE THAT YOUR USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAINING OF CONTENT, WEBSITE MATERIALS, SOFTWARE, OR DATA THROUGH THE WEBSITE OR THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS THEREFROM. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

10. LIMITATION OF LIABILITY. You acknowledge and agree that HRCI shall not be liable or responsible for any claim, damage, or loss resulting from a cause beyond HRCI's control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other connection problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or other natural disasters, strikes or other labor problems, wars, or governmental restrictions. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL HRCI OR THE HRCI PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR PROFITS, LOSS OF DATA, OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) EVEN IF HRCI OR A HRCI PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ARISING OUT OF OR RELATING (i) TO THE TERMS; (ii) YOUR USE OF (OR INABILITY TO USE) THE SERVICES, OR (iii) ANY OTHER INTERACTIONS WITH HRCI OR ANY THIRD- PARTY THROUGH OR IN CONNECTION WITH THE SERVICES, INCLUDING OTHER USERS. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, HRCI'S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT WILL HRCI'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THE TERMS OR YOUR USE OF THE WEBSITE OR YOUR INTERACTION WITH OTHER WEBSITE USERS (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU TO HRCI, IF ANY, FOR ACCESSING THE WEBSITE DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR FIFTY US DOLLARS ($50), WHICHEVER IS GREATER.

11. ENFORCEMENT. HRCI wishes to maintain the Website as a helpful resource for all of its users. As it relates to HRCI, You therefore have no reasonable expectation of privacy while using the Website because HRCI reserves the right to view, monitor, and/or record activity on the Website (in accordance with applicable law) and to comply with government or court appointed authorities when necessary. Actual or attempted unauthorized use of the Services may also result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986 under U.S. federal law. You shall therefore not, nor shall You permit any third party to, disable, circumvent, or otherwise avoid any security device, mechanism, protocol, or procedure established by HRCI for use of or with the Services. Moreover, You also acknowledge that any breach, threatened or actual, of this TOU by You may cause irreparable injury to HRCI and/or its licensors, such injury would not be quantifiable in monetary damages, and HRCI and/or its licensors would not have an adequate remedy at law. You therefore agree that HRCI and/or its licensors (or on their behalf) shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this TOU. Accordingly, You hereby waive any requirement that HRCI or its licensors post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to HRCI to enforce any provision of this TOU.

12. TERMINATION. HRCI reserves the right at any time and on reasonable grounds, which shall include, without limitation, any reasonable belief of fraud, illegal activity, or actions or omissions that violate any term or condition of this TOU, to terminate this TOU with You (including any registered account) and your right to access and use the Services in order to protect its legal rights and interests and/or those of any other user. You acknowledge and agree that HRCI shall have the sole right to determine in its reasonable discretion whether You are engaging in any unauthorized activity and/or violating any term or conditions of this TOU. HRCI shall also not be responsible or liable for any damages or loss, such as loss of sales or profits, as a result of any termination of this TOU in accordance with this section. All applicable provisions of this TOU will survive termination of this TOU, as outlined below. Any licenses from HRCI and any right to use the Services shall immediately cease upon termination of this TOU. The provisions concerning feedback, HRCI’s ownership rights, warranty disclaimer, limitation of liability, governing law, enforcement, termination, and the miscellaneous terms will survive the termination or expiration of this TOU for any reason.

13. GOVERNING LAW. This TOU has been made in and will be construed and enforced solely in accordance with the laws of the Commonwealth of Virginia, U.S.A., as applied to agreements entered into and completely performed in the Commonwealth of Virginia. The state or local courts in the Commonwealth of Virginia will have exclusive jurisdiction and venue over all controversies in connection with this TOU, and You hereby consent to such exclusive and personal jurisdiction and venue. Any claim You might have against HRCI relating to performance under this TOU must be brought within two (2) years after the cause of action arises, or such claim or cause of action is barred. In addition, You agree to waive any right to a jury trial in connection with any action or litigation in any way arising out of or related to this TOU and that each party has the right to seek attorneys’ fees in any proceeding. You also acknowledge and agree that any applicable state law implementation of the Uniform Computer Information Transactions Act (including any available remedies or laws) shall not apply to this TOU and is hereby disclaimed.

14. OTHER TERMS AND CONDITIONS. Additional notices, policies, terms, conditions, and agreements, including, without limitation, the HRCI Certification Policies and Procedures Handbook and HRCI’s Privacy Policy (collectively, “Other Terms and Conditions”), apply to participation in HRCI certification programs and govern the use of HRCI intellectual property, services, programs, content and information made available by HRCI. You agree to abide by all applicable Other Terms and Conditions. To the extent that the TOU conflicts with any Other Terms and Conditions, your access to and use of HRCI’s services, programs, and/or products and HRCI’s obligations in relation thereto are governed solely by the Other Terms and Conditions pursuant to which they are provided, and nothing in the TOU shall be construed to alter such Other Terms and Conditions. Notwithstanding the foregoing, if no Other Terms and Conditions apply, your end use of the Website shall be governed by the TOU.

15. MISCELLANEOUS. The relationship between You and HRCI is and shall be that of independent contractors and nothing in this TOU shall be construed or used to create or imply any relationship of partners, joint venturers, or employer and employee. You may not assign or otherwise transfer this TOU or the license granted hereunder or delegate any of your duties specified herein, in whole or in part, without HRCI's prior written consent. Any attempt of assignment, delegation, or transfer in violation of this TOU shall be void, of no effect, and a material breach of this TOU. Notwithstanding the foregoing, HRCI may assign this TOU in whole or in part. Moreover, HRCI may delegate its rights and responsibilities or use contractors or agents to fulfill its obligations under this TOU. Failure by HRCI to insist on strict performance of any of the terms and conditions of this TOU will not operate as a waiver of that or any subsequent default or failure of performance. In the event any provision of this TOU is found by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, You agree that unless it materially affects the entire intent and purpose of this TOU, the invalidity, voidness, or unenforceability shall affect neither the validity of this TOU nor the remaining provisions herein, and the provision in question shall be deemed to be replaced with a valid and enforceable provision most closely reflecting the intent and purpose of the original provision. The failure of HRCI to exercise or enforce any right or provision of the Terms will not constitute a waiver of such right or provision. Any waiver of any provision of the TOU will be effective only if in writing and signed by HRCI. Headings are for convenience only and have no legal or contractual effect. This TOU and HRCI’s Privacy Policy, which is hereby incorporated by reference as if set forth fully herein, represent the entire agreement between You and HRCI with respect to subject matter herein, and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written between You and HRCI with respect to the HRCI Website. Please note that HRCI reserves the right to change the terms and conditions of this TOU and by which the Services are made available to You by providing notice of such changes on this webpage or providing in writing or electronically a copy of such revised terms (or notice thereof). HRCI also has the exclusive right to provide updates, upgrades, and/or changes to any aspect of the Services at any time. Your continued use of the Services following any such change to such Website will be deemed acceptance of any change to this TOU or the Services. HRCI may provide you with notices, including those regarding changes to the Terms, by any email address that you provide to HRCI, postings on the Services, or other reasonable means. Notice will be deemed given 24 hours after email is sent, unless HRCI is notified that the email address is invalid. Notices posted on the Services are deemed given 3 business days following the initial posting. Any notices directed to HRCI related to the TOU and/or any complaint regarding the Services provided by HRCI pursuant to the TOU must be sent by First Class U.S. Priority Mail with delivery receipt, or FedEx or UPS to “HRCI LEGAL NOTICE” at 1725 Duke Street Suite 400. Alexandria, VA 22314 .