BHRADLEY MASTER SERVICE AGREEMENT & TERMS OF USE

Last Updated: December 23, 2025

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IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND WAIVER OF JURY TRIALS AND CLASS ACTIONS GOVERNING DISPUTES ARISING FROM USE OF THE BHRADLEY SERVICES.

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1. ACCEPTANCE OF TERMS

By subscribing to, accessing, or using the services provided by BHRADLEY ("Company," "we," "us," or "our"), the Client ("you," "your," or "Subscriber") agrees to be bound by these Terms and Conditions ("Agreement"). If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity.

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2. NATURE OF SERVICE & DISCLAIMERS

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2.1. NOT A LAW FIRM

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BHRADLEY IS NOT A LAW FIRM, AND OUR EMPLOYEES ARE NOT ACTING AS YOUR ATTORNEYS.

The services, strategies, documents, and advice provided by BHRADLEY constitute Human Resources and Employee Relations business consulting based on professional best practices. They do not constitute legal advice, and no attorney-client relationship is formed between you and BHRADLEY.

• Limitation: We do not provide legal opinions, representation in court, or binding interpretation of statutes.

• Client Responsibility: You agree to consult with your own qualified employment counsel for any matters requiring legal analysis, litigation support, or binding legal opinions.

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2.2. PRODUCTIZED SERVICE MODEL

BHRADLEY operates as a "Productized Service" utilizing an asynchronous request queue.

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• No Hourly Billing: Services are provided for a flat monthly recurring fee.

• Asynchronous First: To maintain velocity and affordability, we do not attend recurring standing meetings, unscheduled calls, or onsite visits unless explicitly defined in your specific Service Tier.

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3. SERVICE TIERS & SCOPE OF WORK

The scope of your service is strictly limited to the Tier selected at checkout.

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3.1. TIER 1: COMPLIANCE CORE

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• Scope: Limited to Standard Compliance Documentation (Handbooks, Policies) and ER Risk Audits.

• Queue Capacity: One (1) Active Request at a time.

• Turnaround Estimate: 72 business hours.

• Communication: Client Portal & Email only. No live calls or video briefs included.

• Exclusions: Explicitly excludes complex investigation strategy, crisis management, RIF planning, and custom scripting.

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3.2. TIER 2: FRACTIONAL DIRECTOR (Core Product)

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• Scope: Full-spectrum ER support, Investigation Planning, Termination Scripting, PIP Architecture, and Shadow Coaching.

• Queue Capacity: One (1) Active Request at a time.

• Turnaround Estimate: 24–48 business hours.

• Communication: Client Portal + Executive Video Briefs (Loom).

• Red Phone Protocol: Includes up to one (1) live emergency strategy sync (30 mins) per month. Unused calls do not rollover.

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3.3. TIER 3: ENTERPRISE GUARD

• Scope: Priority triage and high-volume execution.

• Queue Capacity: Two (2) Active Requests concurrently.

• Turnaround Estimate: Priority processing. Same-day triage for requests submitted before 12:00 PM EST.

• Communication: Client Portal + Shared Slack/ Google Meet Channel access (Business Hours).

• Red Phone Protocol: Includes up to three (3) live emergency strategy syncs (30 mins each) per month.

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4. OPERATIONAL MECHANICS

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4.1. THE REQUEST QUEUE

Services are delivered via a "Queue" system. You may add an unlimited number of requests to your backlog. BHRADLEY will work on your allowable number of Active Requests (defined by your Tier) sequentially.

• Active Request: A request currently being worked on.

• Completion: Once a deliverable is uploaded to the portal, the request is marked "Complete," and BHRADLEY immediately begins the next request in your queue.

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4.2. TURNAROUND TIMES

Turnaround times (e.g., "24-48 hours") are estimates, not guarantees. BHRADLEY makes every commercial effort to meet these targets for standard requests. Complex deliverables (e.g., full handbook audits, multi-party investigation plans) may require longer timelines. BHRADLEY will communicate estimated delivery dates upon intake of complex items.

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4.3. UNIT OF WORK

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BHRADLEY reserves the right to break down large, vague, or complex requests (e.g., "Fix our culture") into smaller, actionable "Units of Work" (e.g., "Draft Culture Policy," "Create Manager Training Script") to maintain queue velocity.

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5. BILLING, CANCELLATION, AND PAUSING

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5.1. AUTOMATIC RENEWAL

Your subscription will automatically renew at the end of each billing cycle (monthly) unless you cancel via the Client Portal prior to the renewal date.

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5.2. NO REFUNDS

All payments are non-refundable. BHRADLEY does not issue refunds for partial months, unused time, or lack of request submissions.

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5.3. PAUSE POLICY

Clients in good standing may pause their subscription for up to three (3) consecutive months.

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• Rate Lock: Pausing locks in your current subscription pricing.

• Banking: Unused days in your current billing cycle are banked and applied upon reactivation.

• Limit: If a subscription remains paused for longer than 3 months, BHRADLEY reserves the right to cancel the subscription, requiring a new signup at current market rates.

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6. INTELLECTUAL PROPERTY RIGHTS

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6.1. CLIENT OWNERSHIP

Upon full payment, You own all right, title, and interest in and to the Final Deliverables created specifically for you (e.g., your specific termination letter, your specific handbook).

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6.2. BHRADLEY BACKGROUND IP

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BHRADLEY retains all ownership rights to its underlying frameworks, templates, pre-existing code, methodologies, and "The Vault" materials ("Background IP"). BHRADLEY grants you a perpetual, non-exclusive, non-transferable license to use this Background IP solely for your internal business purposes. You may not resell, white-label, or distribute BHRADLEY templates to third parties.

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7. CONFIDENTIALITY & DATA SECURITY

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7.1. CONFIDENTIAL INFORMATION

BHRADLEY acknowledges that we will have access to sensitive personnel data ("Confidential Information"). We agree to hold this information in strict confidence and not to disclose it to any third party except as required by law.

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7.2. NO AI TRAINING

BHRADLEY utilizes enterprise-grade encryption. We strictly DO NOT use your specific Client Data or employee PII (Personally Identifiable Information) to train public Artificial Intelligence models.

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8. WARRANTIES & DISCLAIMER

THE SERVICES ARE PROVIDED "AS IS." BHRADLEY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE OUTCOME OF ANY EMPLOYEE RELATIONS MATTER. YOU ACKNOWLEDGE THAT EMPLOYMENT LAW IS SUBJECT TO INTERPRETATION AND FACT-SPECIFIC NUANCE, AND BHRADLEY CANNOT GUARANTEE THAT FOLLOWING OUR ADVICE WILL PREVENT LAWSUITS, CLAIMS, OR GOVERNMENT INVESTIGATIONS.

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9. INDEMNIFICATION & LIMITATION OF LIABILITY

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9.1. INDEMNIFICATION

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You agree to defend, indemnify, and hold harmless BHRADLEY, its officers, and employees from any claims, damages, or legal actions arising out of:
(a) Your implementation or execution of BHRADLEY’s advice;
(b) Decisions made by you regarding termination, discipline, or hiring;
(c) Your violation of any applicable labor laws.
BHRADLEY provides the strategy; You make the final decision.

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9.2. LIMITATION OF LIABILITY

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IN NO EVENT SHALL BHRADLEY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU TO BHRADLEY IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

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10. GOVERNING LAW & DISPUTE RESOLUTION

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10.1. GOVERNING LAW

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This Agreement shall be governed by the laws of the State of Arizona, without regard to its conflict of laws principles.

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10.2. ARBITRATION

Any dispute arising out of this Agreement shall be resolved through binding arbitration in Phoenix, Arizona, in accordance with the rules of the American Arbitration Association.

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11. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements. We reserve the right to update these terms at any time by posting the revised version on our website.