​

BHRADLEY MASTER SERVICE AGREEMENT & TERMS OF USE

Last Updated: February 2026

---

## IMPORTANT NOTICE

THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND WAIVER OF JURY TRIAL AND CLASS ACTION RIGHTS. PLEASE READ CAREFULLY.

---

1. ACCEPTANCE OF TERMS

By purchasing, subscribing to, accessing, or using any services, digital products, or materials provided by BHRADLEY (“Company,” “we,” “us,” or “our”), you (“Client,” “you,” or “your”) agree to be bound by this Master Service Agreement & Terms of Use (“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 that entity.

---

2. NATURE OF SERVICES & DISCLAIMERS

2.1 Not a Law Firm

BHRADLEY is not a law firm. We do not provide legal advice.

The services, frameworks, templates, strategies, and recommendations provided by BHRADLEY constitute employee relations and HR compliance business consulting based on operational best practices.

No attorney-client relationship is formed.

You agree to consult qualified employment counsel for legal advice, statutory interpretation, litigation matters, or formal legal opinions.

---

2.2 No Guarantee of Outcome

Employee relations matters are fact-specific and jurisdiction-specific.

BHRADLEY does not guarantee that use of our services or materials will prevent complaints, claims, lawsuits, agency investigations, or liability.

You retain sole decision-making authority regarding hiring, discipline, termination, policy enforcement, and implementation of recommendations.

---

3. SERVICES & PRODUCT OFFERINGS

BHRADLEY offers the following categories of services:

3.1 Digital Products (e.g., ER Operating System Toolkit)

Digital products are one-time purchases delivered electronically.

Upon purchase, you are granted a limited, non-exclusive, non-transferable license to use the materials for your internal business purposes only.

Digital product purchases are final and non-refundable unless otherwise required by law.

---

3.2 ER Sprint Engagements (Fixed-Fee Advisory)

An ER Sprint is a fixed-fee, short-term advisory engagement.

Scope is limited to the defined services agreed upon at purchase (e.g., documentation cleanup, investigation structure, termination review, policy alignment).

Sprint engagements do not create an ongoing advisory relationship beyond the defined engagement period.

Additional work beyond scope requires a separate agreement.

---

3.3 Fractional ER Leadership (Subscription-Based Advisory)

Fractional ER services are subscription-based advisory services billed monthly.

Scope includes structured employee relations support such as:

* Investigation planning
* Documentation framework guidance
* Termination review support
* Policy alignment
* Manager coaching

Services are advisory in nature. Implementation decisions remain the responsibility of the Client.

Unless otherwise specified in writing, fractional services do not include:

* Court representation
* Agency representation
* Legal opinion letters
* Drafting of binding legal documents

---

4. DELIVERY MODEL (For Subscription Clients)

4.1 Asynchronous Advisory Model

Fractional services are primarily delivered asynchronously via written communication, shared documents, and recorded briefings.

Live calls are limited to those explicitly included in your subscription level.

Unused advisory time does not roll over unless expressly agreed in writing.

---

4.2 Scope Control

BHRADLEY reserves the right to define reasonable scope boundaries and segment complex matters into structured phases to ensure quality and efficiency.

---

5. BILLING, PAYMENT & CANCELLATION

5.1 Payment Terms

All fees are due in advance unless otherwise agreed in writing.

Subscription services renew automatically on a monthly basis unless cancelled prior to renewal.

---

5.2 No Refunds

All payments are non-refundable, including:

* Partial subscription months
* Unused advisory time
* Digital product purchases
* Completed Sprint engagements

---

5.3 Cancellation

Subscription services may be cancelled prior to the next billing cycle through the designated billing platform or written notice.

Cancellation does not entitle the Client to a refund for prior payments.

---

6. INTELLECTUAL PROPERTY

6.1 Client Deliverables

Upon full payment, you own the final customized deliverables created specifically for your organization.

---

6.2 BHRADLEY Background IP

BHRADLEY retains all ownership rights to:

* Templates
* Frameworks
* Methodologies
* Proprietary systems
* Training materials
* Pre-existing documents

You are granted a limited license for internal business use only.

You may not:

* Resell
* Redistribute
* White-label
* License
* Publish
* Share externally

any BHRADLEY proprietary materials without written permission.

---

7. CONFIDENTIALITY & DATA HANDLING

BHRADLEY agrees to maintain confidentiality of sensitive personnel data shared during services.

We implement commercially reasonable safeguards to protect client information.

We do not use client-specific confidential data or personally identifiable information to train public artificial intelligence systems.

---

8. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless BHRADLEY from any claims, damages, losses, or liabilities arising from:

* Your implementation of recommendations
* Employment decisions made by you
* Violations of labor or employment laws
* Misuse of materials

BHRADLEY provides advisory guidance; you retain final authority and responsibility.

---

9. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BHRADLEY’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO BHRADLEY IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

​

IN NO EVENT SHALL BHRADLEY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

---

10. GOVERNING LAW & DISPUTE RESOLUTION

10.1 Governing Law

This Agreement shall be governed by the laws of the State of Arizona.

---

10.2 Binding Arbitration

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

You waive the right to:

* Jury trial
* Class action participation

---

11. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties.

BHRADLEY reserves the right to update these terms at any time by posting revised terms on its website. Continued use of services constitutes acceptance of the updated terms.

​