KENDALL LCP & DBRA ASSOCIATION, LLC
TERMS OF USE AGREEMENT
READ THESE TERMS CAREFULLY. THEY CONTAIN A BINDING ARBITRATION PROVISION AND A CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS, WAIVING YOUR RIGHT TO A COURT HEARING AND A JURY TRIAL
These Terms of Use (the “Terms”) form a binding legal agreement between you, the end user, and Kendall 2-Sided Targeted Workforce Platform ("Company," "we," or "us" ), a California limited liability company operating from El Cajon, California. These Terms govern your access to and use of the Kendall LCP & DBRA Association LLC labor compliance software application, websites, mobile sites, and mobile applications (collectively, the “Platform”).
By clicking the "I AGREE" button, checking an acceptance box, or otherwise taking an affirmative step to use or pay for the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms
Your agreement specifically includes the mandatory arbitration provision in Section 7 and the waiver of class action rights. If you do not agree to all of these Terms, you are not permitted to access or use the Platform and must immediately cease all use
This Platform is intended for use only by residents of the United States who are 18 years of age or older. Your continued use of the Platform after we post any modifications to these Terms constitutes your binding acceptance of those changes.
1. Definitions and Initial Matters
1.1 Definitions.
These terms:
- "Platform"means the Kendall 2-Sided Targeted Workforce Platform Software as a Service (SaaS) application and all related websites, modules, and mobile applications operated by the Company
- "Company Content" means all content provided by the Company or its licensors, including but not limited to graphics, text, slogans, logos, trademarks, and the overall design and compilation of the foregoing.
- "Your Data" means any content, materials, or electronic data you submit or input into the Platform, including certified payroll information, employee details, and Sensitive Personal Information (SPI).
1.2 License.
Subject to your full compliance with these Terms, the Company grants you a personal, revocable, limited, non-exclusive, non-sublicensable, and non-transferable license to access and use the Platform solely for your internal business purposes.
1.3 Restrictions
The Company Content is the property of the Company and its licensors and is protected by U.S. and international intellectual property laws. You agree not to copy, decompile, reverse engineer, disassemble, or attempt to derive the source code of the Platform. You shall not download, display, or use any Company Content in a manner that is likely to cause confusion, that disparages or discredits the Company, or that infringes on the Company’s intellectual property rights.
2. User Responsibilities and Posting Policy
2.1 Lawful Use.
You agree to use the Platform only for lawful purposes. You shall not upload, post, or distribute any material protected by copyright or other intellectual property rights without the express permission of the owner of such rights.
2.2. Prohibited Content.
When submitting Your Data, you agree not to post any content that is unlawful, harmful, defamatory, libelous, obscene, harassing, abusive, hateful, racist, invasive of another's privacy, or otherwise objectionable. You will not impersonate any person or entity or upload any material containing viruses or other malicious code. The foregoing restrictions are limited to illegal, harmful, or tortious content and shall not be interpreted to prohibit you from exercising your right under California law to make truthful, non-defamatory statements about the Company or its services
2.3 License to Your Data.
You grant the Company a non-exclusive, sub-licensable, worldwide, fully-paid, royalty-free license to use, modify, reproduce, and distribute Your Data solely for the purposes of operating, improving, and providing the Platform and its services. You retain all ownership rights in Your Data. You represent and warrant that you own or have all necessary rights to grant this license and that the use of Your Data will not violate any third-party rights.
3. Your Account and Data Security
3.1. Account Security.
You agree to provide accurate and complete account information. You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must immediately notify the Company of any unauthorized use or breach of security.
3.2. Termination.
The Company reserves the right to suspend or terminate your access to the Platform and delete your account at any time, without notice, if we determine in our sole discretion that you have violated these Terms or applicable law. The Company shall have no liability for any information or data that is deleted as a result of your account termination.
4. Digital Millennium Copyright Act (DMCA) Policy
The Company respects intellectual property rights and complies with the Digital Millennium Copyright Act (DMCA). If you believe your copyright has been infringed by content on the Platform, please send a takedown notice to our Designated Agent with the following information:
- Your physical or electronic signature.
- Identification of the copyrighted work you claim has been infringed.
- Identification of the material that is claimed to be infringing and where it is located on the Platform.
- Your contact information (address, telephone number, and email).
- A statement that you have a good faith belief that use of the material is not authorized by the copyright owner, its agent, or the law.
- A statement, made under penalty of perjury under the laws of the State of California, that the information in your notice is accurate and that you are the copyright owner or authorized to act on their behalf.
DMCA Counter Notice. If you believe your content was removed by mistake, you may submit a counter-notice. A valid counter-notice must include your consent to the jurisdiction of the federal court in California and your agreement to accept service of process from the original claimant.
Repeat Infringer Policy. In accordance with the DMCA, the Company reserves the right to terminate the accounts of users who are determined to be repeat infringers.
5. Disclaimer of Warranties
THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
6. Indemnification and Limitation of Liability
6.1. Your Duty to Indemnify and Defend.
You agree to defend, indemnify, and hold harmless the Company and its officers, directors, employees, and agents from and against all losses, expenses, damages, and costs, including reasonable attorneys’ fees, arising from (a) your violation of these Terms, or (b) any claim related to Your Data that you submitted. Your duty to defend includes the obligation to pay for the Company's legal defense costs as they are incurred. Your duty to indemnify includes the obligation to pay for any settlements or court-awarded damage.
6.2. Limitation of Liability.
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A. Exclusion of Consequential Damages.
EXCEPT FOR THE LIABILITIES EXPRESSLY LISTED IN SUB-SECTION C BELOW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR REVENUE, ARISING OUT OF THIS AGREEMENT. -
B. Liability Cap.
THE COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM (WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY) SHALL NOT EXCEED THE LESSER OF $50,000 OR THE TOTAL AMOUNT PAID BY YOU TO THE COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. -
C. Exceptions to Limitations.
THE LIMITATIONS OF LIABILITY IN SECTIONS 6.2(A) AND 6.2(B) SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW OR TO DAMAGES CAUSED BY THE COMPANY’S OWN FRAUD, WILLFUL INJURY, OR WILLFUL MISCONDUCT.
7. Dispute Resolution, Arbitration, Governing Law, and Class Action Waiver
7.1. Governing Law.
These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.
7.2. Mandatory Binding Arbitration.
You and the Company agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Platform shall be resolved exclusively through final and binding arbitration. Any court action necessary to enforce an arbitration award, or any dispute not subject to arbitration, will be brought exclusively in the state or federal courts located in San Diego County, California, and you consent to the jurisdiction of those courts.
7.3. Class Action and Jury Trial Waiver.
ALL DISPUTES MUST BE BROUGHT IN A PARTY'S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.
YOU AND THE COMPANY KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY FOR ANY DISPUTE ARISING UNDER THESE TERMS.
8. Miscellaneous
8.1. Relationship of Parties.
The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationships.
8.2. Severability and Judicial Reformation.
If any provision of these Terms is found by a court or arbitrator to be unenforceable or invalid, that provision will be deemed severable and will not affect the validity of the remaining provisions. The parties agree that the court or arbitrator may reform the invalid provision to make it enforceable while preserving the essential intent of the original agreement.
8.3. Privacy Policy.
The collection, use, and sharing of your information, including Sensitive Personal Information, are governed by our separate Privacy Policy. The Privacy Policy details your rights under the California Privacy Rights Act (CPRA), including the right to correct information, data retention disclosures, and methods for submitting consumer requests. The Privacy Policy also provides links for "Do Not Sell or Share My Personal Information" and "Limit the Use of My Sensitive Personal Information”
8.4. Entire Agreement.
These Terms, together with the Privacy Policy and any other executed agreement between you and the Company, constitute the entire agreement between the parties regarding your use of the Platform.
8.5. Contact Information
For any questions regarding these Terms, please contact us at: