1.Definitions

Capitalized terms not defined in this EULA have the meanings given in the Terms of Service. For purposes of this EULA:

• "Template" means any human resources document template, form, policy, agreement, checklist, annotation, example, exhibit, or other content made available through the Site or the Services, in any format, including any updates, revisions, or new versions provided to Licensee during the term of an active subscription.
• "Customized Template" means a Template that Licensee has modified by inserting Licensee's business-specific information, terms, names, dates, or other particulars in the customizable fields and intended sections of the Template, as part of Licensee's good-faith use of the Template for its intended purpose.
• "Internal Use" means use of a Template or Customized Template solely for the internal human resources, employment, and operational purposes of the single Licensed Entity, including distribution to that entity's own employees, applicants, and individual contractors in the ordinary course of that entity's business.
• "Licensed Entity" means the single legal business entity identified by Licensee at signup as the subscriber. The Licensed Entity does not include affiliated, parent, subsidiary, or commonly owned entities unless each such entity holds its own active subscription.
• "Subscription Term" means the period during which Licensee maintains an active, paid subscription to the Services.

2.Grant of License

2.1 Subscription Term License

Subject to Licensee's continuing compliance with this EULA and the other MHR Agreements and Licensee's timely payment of all applicable fees, MHR Products grants to the Licensed Entity a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during the Subscription Term, to:

• Access and download Templates made available at the Licensee's subscription tier;
• Customize Templates by inserting business-specific information into the intended customizable fields and sections, in good faith and consistent with each Template's intended purpose; and
• Use Customized Templates for Internal Use, including distribution to the Licensed Entity's own employees, applicants, and individual contractors in the ordinary course of business.

2.2 Perpetual License for Customized Templates Downloaded During Subscription

Surviving License. For each Template that Licensee downloaded during an active Subscription Term and incorporated into a Customized Template, MHR Products grants Licensee a perpetual, non-exclusive, non-transferable, non-sublicensable license to continue Internal Use of that Customized Template by the Licensed Entity following cancellation, termination, or expiration of the subscription, subject to all the restrictions in Section 4 of this EULA, which continue to apply indefinitely.

What Terminates on Cancellation. Upon cancellation, termination, or expiration of the subscription, the following rights end immediately: (a) the right to access the Site, the Services, or any Template not previously downloaded during the Subscription Term; (b) the right to receive newsletters, updates, revised Templates, or new content; (c) the right to download additional Templates; and (d) the right to create new Customized Templates from any Template not customized during the Subscription Term.

Reservation of Rights. All rights not expressly granted in this EULA are reserved by MHR Products. No license is granted by implication, estoppel, or otherwise.

3.Scope of the Licensed Entity

3.1 Single Entity License

This EULA grants a license to a single Licensed Entity, identified by Licensee at signup. The license does not extend to any other legal entity, regardless of common ownership, control, or affiliation. If Licensee owns, operates, or is affiliated with multiple legal business entities, each entity must hold its own separate active subscription to receive a license under this EULA.

3.2 No Consultant, Agency, or Service-Provider Use

Prohibited Service-Provider Use. Licensee may not use any Template or Customized Template to provide human resources services, consulting, advice, document preparation, compliance review, or related services to any third-party business, entity, or individual. This prohibition includes, without limitation, use by:

• Fractional HR firms or fractional HR consultants providing services to multiple client businesses;
• Independent HR consultants providing document preparation or template-based services to client businesses;
• Bookkeepers, accountants, payroll firms, or business-services firms providing HR support to client businesses;
• Law firms, paralegals, or other legal-services providers using Templates for client work; or
• Any other professional, agency, or service provider who would use a Template or Customized Template in or for the business of any third party.

If Licensee is or becomes a service provider falling within any of the categories above, Licensee may use Templates only for the operations of the single Licensed Entity itself (i.e., for the consultant's own internal HR, not for the consultant's clients). MHR Products may, in the future, offer a separate enterprise or consultant tier; until and unless such a tier is made available and Licensee subscribes to it, the prohibitions in this Section apply.

3.3 Per-Subscription Account

Each subscription is for the use of one Licensed Entity. Account credentials may not be shared with, or used by, any person or entity other than employees and authorized agents of the Licensed Entity acting on its behalf for purposes of this EULA.

4.Restrictions

Licensee shall not, and shall not permit any third party to:

4.1 Distribution and Redistribution

• Resell, sublicense, lease, rent, lend, distribute, publish, or otherwise commercially exploit any Template, Customized Template, or other Material;
• Post any Template (in original or customized form) on any public website, template library, repository, marketplace, file-sharing service, or social media platform;
• Provide any Template or Customized Template to any third-party business, entity, or individual outside the Licensed Entity, except for distribution of a Customized Template to the Licensed Entity's own employees, applicants, or individual contractors in the ordinary course of business;
• Use any Template or Customized Template to provide services to or on behalf of any third party, as further described in Section 3.2.

4.2 IP and Reverse Engineering

• Remove, obscure, or alter any copyright, trademark, attribution, or other proprietary notice in any Template;
• Reverse engineer, decompile, deconstruct, or otherwise attempt to derive a non-customized or "clean" version of any Template from a Customized Template, or attempt to recreate or reconstruct the underlying Template framework, structure, or content;
• Use any Template or Customized Template to develop, train, improve, or build a competing product, service, dataset, or template library;
• Use any Template, Customized Template, Material, or Site content for the purpose of training, fine-tuning, validating, evaluating, or augmenting any artificial intelligence, machine learning, or large language model, or to populate any dataset for such purposes;
• Scrape, crawl, harvest, mine, or otherwise extract content from the Site or Services through any automated or manual means for any purpose other than ordinary, good-faith use of the Services.

4.3 Use Restrictions

• Use any Template or Customized Template in any manner that violates applicable law, regulation, or third-party rights;
• Modify a Template in a manner that misrepresents its content, scope, or compliance status (e.g., representing a Template as legal advice, attorney-prepared, or certified for compliance);
• Use any Template, Customized Template, or any portion of the Services in a manner inconsistent with the licenses granted in Section 2.

5.Modification, Use, and Distribution of Customized Templates

5.1 Permitted Modifications and Use

Licensee is permitted, and is in fact expected, to:

• Customize each Template by inserting business-specific information into the intended customizable fields and sections; and
• Use Customized Templates for Internal Use, including distribution to the Licensed Entity's own employees, applicants, and individual contractors in the ordinary course of the Licensed Entity's business (for example, providing a customized employee handbook to employees, or a customized offer letter to a job applicant).

5.2 Prohibited Modifications and Distribution

Licensee may not:

• Distribute, share, post, or otherwise make available any Customized Template (or any Template) to any other business, entity, or individual outside the Licensed Entity, except as expressly permitted in Section 5.1;
• Publish a Customized Template publicly, including on websites, social media, blogs, or template repositories;
• Sell, license, sublicense, or otherwise commercially exploit a Customized Template; or
• Use a Customized Template as a starting point or model for documents intended for use by any business other than the Licensed Entity.

6.Ownership and Intellectual Property

6.1 MHR Products IP

As between MHR Products and Licensee, MHR Products owns all right, title, and interest in and to the Templates, the Site, the Services, and all related Materials, including all copyrights, trademarks, trade secrets, and other intellectual property rights. Each Template is a copyrighted work. The structure, organization, framework, language, formatting, and substantive content of each Template, including any annotations, examples, comments, or instructional text, are the exclusive property of MHR Products.

6.2 Licensee's Customizations

As between Licensee and MHR Products, Licensee owns the business-specific information that Licensee inserts into a Template (e.g., the company name, employee names, dates, dollar figures, business-specific policies). MHR Products claims no ownership over Licensee's business-specific information. The underlying Template framework, structure, and content remain the property of MHR Products.

6.3 Feedback

If Licensee provides any feedback, suggestions, error reports, or improvement ideas relating to any Template or the Services ("Feedback"), Licensee grants MHR Products a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable license to use, modify, and incorporate such Feedback into the Templates, Site, and Services without obligation to Licensee.

7.Compliance Verification

Reasonable Confirmation. MHR Products reserves the right, no more than once per twelve (12) month period and upon reasonable advance notice, to request that Licensee provide a written certification confirming Licensee's compliance with this EULA, including confirmation of: (a) the Licensed Entity using the subscription; (b) the approximate number of employees of the Licensed Entity using or receiving Customized Templates; and (c) Licensee's compliance with the restrictions in Section 4. Licensee agrees to respond in good faith within thirty (30) days of any such request.

MHR Products will not conduct on-site audits or require disclosure of confidential business information beyond what is reasonably necessary to confirm compliance with this EULA. If MHR Products has a good-faith belief, based on specific facts, that Licensee is materially breaching this EULA, MHR Products may request additional reasonable information necessary to evaluate the suspected breach.

8.Termination

8.1 Termination of Subscription Term License

The license granted in Section 2.1 terminates automatically and immediately upon cancellation, termination, suspension, or expiration of Licensee's subscription, or upon Licensee's material breach of this EULA. Upon such termination, Licensee shall immediately cease accessing the Site and the Services, cease downloading any Template, and cease creating any new Customized Template from any Template not previously customized during the Subscription Term.

8.2 Survival of Customized Template License

The perpetual license granted in Section 2.2 with respect to Customized Templates created during the Subscription Term survives termination of the subscription, subject to Licensee's continuing compliance with the restrictions in Section 4 and the other surviving terms of this EULA. If Licensee materially breaches the surviving restrictions in Section 4 (including by distributing or commercially exploiting a Template or Customized Template), MHR Products may, upon written notice, terminate the perpetual license under Section 2.2 in whole or in part.

8.3 Effect of Termination

Upon termination of any license under this Section 8, Licensee shall: (a) immediately cease all use of the affected Templates and Customized Templates; (b) delete or destroy all copies of the affected Templates within Licensee's possession or control, except as required for ordinary record-keeping or legal-retention purposes; and (c) upon written request from MHR Products, certify in writing that Licensee has complied with this Section.

8.4 Survival

The following Sections survive termination or expiration of this EULA, regardless of the reason: 1 (Definitions), 4 (Restrictions, with respect to any Template or Customized Template Licensee retains), 6 (Ownership), 7 (Compliance Verification, for one year following termination), 8 (Termination), 9 (Disclaimers), 10 (Limitation of Liability), 11 (Indemnification), 12 (Assignment), 13 (Governing Law and Dispute Resolution), and 14 (General).

9.Disclaimers

Licensee is solely responsible for ensuring that any Customized Template is reviewed by a licensed attorney and is legally compliant for Licensee's specific business, jurisdiction, and circumstances before signing, distributing, or relying on it.

10.Limitation of Liability

This Section 10 supplements, and does not limit, the limitation-of-liability provisions in the Terms of Service and the Disclaimer. The provisions of this EULA, the Terms of Service, and the Disclaimer that are most protective of MHR Products will apply, to the fullest extent permitted by law.

11.Indemnification

To the fullest extent permitted by law, Licensee agrees to defend, indemnify, and hold harmless MHR Products and its officers, members, managers, employees, contractors, agents, licensors, successors, and assigns from and against any and all claims, demands, actions, proceedings, losses, liabilities, damages, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Licensee's use, customization, or distribution of any Template or Customized Template; (b) any employment, contractor, regulatory, or third-party claim brought against Licensee that arises in whole or in part from a Template or Customized Template; (c) Licensee's breach of this EULA, including any breach of the restrictions in Section 4 or the scope limitations in Section 3; and (d) Licensee's violation of any applicable law, regulation, or third-party right.

12.Assignment

By Licensee. Licensee may not assign, transfer, or sublicense this EULA or any rights granted herein, by operation of law or otherwise, except as provided below. Any attempted assignment in violation of this Section is void.

Permitted Assignment in Sale of Business. Licensee may assign this EULA to a successor entity in connection with a merger, acquisition, or sale of all or substantially all of the assets of the Licensed Entity, provided that: (a) Licensee provides MHR Products with written notice of the assignment within thirty (30) days; (b) the successor entity expressly agrees in writing to be bound by this EULA and the other MHR Agreements; and (c) the successor entity is not a competitor of MHR Products. The successor entity's right to receive ongoing Services (including newsletters, updates, and access to new Templates) requires the successor to maintain or initiate its own active subscription.

By MHR Products. MHR Products may assign this EULA at any time, including in connection with a merger, acquisition, or sale of assets, without notice or consent.

13.Governing Law and Dispute Resolution

This EULA is governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles. Any dispute, claim, or controversy arising out of or relating to this EULA shall be resolved in accordance with the dispute resolution provisions (including the binding arbitration agreement and class action waiver) set forth in the Terms of Service, which are incorporated herein by reference. Notwithstanding the foregoing, MHR Products may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or stop infringement, misappropriation, or violation of its intellectual property rights or breaches of Sections 3 or 4 of this EULA.

14.General

Entire Agreement. This EULA, together with the other MHR Agreements, constitutes the entire agreement between Licensee and MHR Products with respect to the licensing of Templates and supersedes all prior or contemporaneous understandings on the subject.

Order of Precedence. In the event of a conflict between this EULA and the Terms of Service or any other MHR Agreement with respect to license scope, restrictions, or use of Templates, this EULA controls. With respect to all other matters, the Terms of Service control.

Severability. If any provision of this EULA is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it enforceable.

Waiver. MHR Products' failure to enforce any provision is not a waiver of its right to do so later.

Independent Contractors. The parties are independent contractors. This EULA does not create any partnership, joint venture, employment, agency, or fiduciary relationship between the parties.

Notices. Notices to MHR Products must be sent in writing to [email protected] with the subject line "EULA Notice." Notices to Licensee will be sent to the email address associated with Licensee's account.

Headings. Section headings are for convenience only and do not affect interpretation.

Acknowledgment. By accessing or using any Template, Licensee acknowledges that Licensee has read this EULA, understood it, and agreed to be bound by it.

15.Contact Information

If you have questions about this EULA, please contact:

MHR Products LLC
Email: [email protected]
Website: mhr-products.com