This page describes the terms and conditions of your access to the website (the "Website"). This page opens via a footer navigation link and may not be altered or removed by you. Please read these terms and conditions (the "Agreement") carefully before using the Website. By using the Website, you agree to the terms and conditions set forth herein. If you do not agree to be bound by the terms of this Agreement, please discontinue your use of the Website.
1. In General.
You are hereby granted a limited, non-exclusive, non-assignable and non-transferable license to access and use the Website according to this Agreement. The Website is operated by your benefit plan sponsor's ("Company") third party service provider Mercer HR Services, LLC ("Mercer"). Your right to use all or any portion of the Website may be revoked by Company or Mercer at any time.
2. Security and Validation Policy.
The Website has security and validation mechanisms in place to reasonably assure that no one uses the Website's services ("the Service") without proper authorization. You shall not violate or attempt to violate the security or validation mechanisms of the Website. If you attempt to circumvent the security or validation mechanisms, your account will be barred from the Website. If you willfully or knowingly attempt to misrepresent your identity at any time, your use of the Website will be denied. Any applicable court or governmental agency or authority may be notified of any suspected fraudulent use of the Website or violation of its security or validations mechanisms. Any and all information transmitted or received through the Website may from time to time, be monitored. The transmission or receipt of any information which is deemed inappropriate or that violates any term or condition of this Agreement may, without further notice to you, be reviewed, censored or prohibited. During monitoring, information may be examined, recorded, copied, and used for authorized purposes. Unauthorized uses and unauthorized users of the Website will be prosecuted to the full extent of the law.
3. Representations and Warranties.
You represent and warrant that (a) you will not delete any of the information included on the Website, including all the text, graphics, photographs, graphs, sounds, images, audio, page headers, software (including HTML and other scripts), buttons, video and other icons and the arrangement and compilation of this information (collectively, the "Information"), (b) you have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to this Agreement and (c) you have not and you will not perform any act which might contravene the purposes or effects of this Agreement.
4. Ownership and Restrictions on Use.
The material on the Website is copyrighted information of Company or Mercer. All rights they may have in the copyrighted material are reserved. All Information is either owned or licensed by the Company or Mercer. The associated logos, and all page headers, custom graphics, buttons, and other icons are service marks, trademarks, registered service marks, or registered trademarks of the Company or Mercer. The Information is protected by contract law and various intellectual properly laws, including domestic and international copyright and trademark laws. All other product names and company logos mentioned on the Website or Information are trademarks of their respective owners. The Information is the valuable, exclusive property of the Company or Mercer. Nothing in this Agreement shall be construed as transferring or assigning any ownership rights in the Information to you or any other person or entity. You may use the Information solely for using or accessing the Services for your personal, non-commercial use. You may not use the Information for any other purpose. You may download, view, copy and print the Information incorporated into the Website solely for your use consistent with the business purposes of the Website. However, except as expressly permitted on the Website, you may not copy, adapt, distribute, commercially exploit, or publicly display the Information or any portion of the Information in any manner whatsoever without the Company's or Mercer's prior written consent. You may not use the information to facilitate unfair competition with the Website or in any manner which violates applicable U.S. or international law. Under no circumstances will you acquire any ownership rights or other interest in the Information through your access of the Website.
5. Use Restrictions.
The license granted to you in this Agreement does not permit you to resell, redistribute, broadcast or transfer the Information or use the Information in a searchable, machine-readable database or file except through authorized access to the Website. You may not remove, alter or obscure any copyright, legal or proprietary notices in or on any portion of the Information. You may not rent, lease, sublicense, distribute, transfer, copy reproduce, publicly display, publish, adapt, modify, create derivative works, store or time-share the Website, any part thereof, or any of the Information received or accessed from the Website to any other person or entity unless you first obtain the Company's specific written authorization. You agree to use the Website and Information from the Service for lawful purposes only. You agree not to post or transmit any information through the Website which (a) infringes the rights of others or violates their privacy or publicity rights, (b) is unlawful, threatening, abusive, defamatory, libelous, vulgar, obscene, profane, indecent or otherwise objectionable, (c) is protected by copyright, trademark or other proprietary right without the express permission of the owner of such right, (d) contains a virus, bug or other harmful item, or (e) is used to unlawfully collude against another in restraint of trade and competition. You shall be solely liable for any damages resulting from any infringement of copyright, trademark, or other proprietary right, or any other harm resulting from your wrongful use of the Website.
If you send us suggestions, ideas, notes, computer programs, drawings, concepts, or other information of any kind (collectively, the "Ideas"), the Ideas shall be deemed and shall remain the sole, exclusive and absolute property of Mercer.
You may not create any link to the Website without the proper express prior written consent of Mercer. You many not use any of the proprietary logos, marks, or other distinctive graphics, video, or audio material in such links. You may not link in any manner reasonably likely to (a) imply affiliation with or endorsement or sponsorship by the Company or Mercer, (b) cause confusion, mistake, or deception, (c) dilute the Company's or Mercer's trademarks or service marks, or (d) otherwise violate state or federal law. Mercer is a distributor of certain content supplied by third parties, so some of the content displayed in the Website may be that of a third party. Neither the Company nor Mercer has editorial control over such third party content. Any opinions, advice, statements, services, offers or other or content expressed or made available by third parties, including information providers, are those of the respective author or distributor and not of the Company or Mercer. The Company and Mercer disclaimers in this Agreement are also applicable to third party content.
8. Copyright Infringement Claim and Copyright Agent.
The Company and Mercer accommodate and do not interfere with standard technical measures used by copyright owners to protect their materials. Your license to use the Website or the Information may be terminated if it is determined that you are involved in any infringing activity, regardless of whether the material or activity is ultimately determined to be infringing.9. Modifications of Agreement Terms.
The terms and conditions of this Agreement, the Service and the Website may be modified from time to time by Company or Mercer. Such modifications may include, without limitation, changes in implementation of user priorities, implementation of rules for use by you, and discontinuance of functional aspects of the Website. Information within the Website may also be added, withdrawn or modified at any time.
You may not disclose any Information to any third party, except to your financial, legal or tax advisors, and others with whom you share medical decisions (if applicable to the Service) or the services provided by the Website. You are solely responsible for the confidentiality and security of your password. You accept full responsibility for use of your password. If, at any time, you learn or suspect that your password has been disclosed or otherwise made known to anyone other than yourself, you agree to immediately notify the Company or Mercer. Re-issuance and reactivation of passwords is subject to applicable security and validation procedures. You will not receive a new password if you have violated, or allowed others to violate, the applicable security procedures.11. Termination.
Termination or cancellation of this Agreement shall not affect any right or relief to which the Company or Mercer may be entitled, at law or in equity. Upon termination of this Agreement, all rights granted to you will terminate and revert to the Company or Mercer, as applicable. This Agreement shall remain in full force and effect unless terminated or canceled for any of the following reasons: (a) immediately by the Company or Mercer for any unauthorized access or use by you except as expressly provided in this Agreement; (b) immediately by the Company or Mercer if you assign or transfer (or attempt the same) any rights granted to you under this Agreement; or (c) immediately by the Company or Mercer if you violate any of the other terms and conditions of this Agreement.
12. Delays in Services.
The Company and Mercer shall not be liable for any loss or liability resulting, directly or indirectly, from delays or interruptions due to electronic or mechanical equipment failures, date data processing failures, telephone interconnect problems, utility failures or problems, defects, weather, strikes, walkouts, fire, acts of God, riots, armed conflicts, acts of war, or to other like causes beyond the reasonable control of the Company. The Company and Mercer shall have no responsibility to provide access to the Service while the interruption of the Website and/or the Service due to any such cause shall continue.
THE WEBSITE IS PROVIDED "AS IS". COMPANY AND MERCER DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED OF ANY KIND WITH RESPECT TO THE WEBSITE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. Without limiting the generality of the foregoing, Company and Mercer do not warrant the availability, accuracy, completeness, timeliness, functionality, reliability, sequencing or speed of delivery of the Website. In no event will Company or Mercer or any of their affiliates, agents or employees be liable for any direct, incidental, special, exemplary, punitive or consequential damages however caused arising out of your use of, or inability to use, the Website, even if Company or Mercer have been advised of the possibility of the damages that you suffer or if any remedy you have fails of its essential purpose. The foregoing disclaimer applies to any and all damages or injury, including those caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft, destruction or unauthorized access to, alteration of or use of the Website, whether for breach of contract or any other cause of action.
14. Governing Law; Limitations; Venue.
This Agreement shall be governed by the laws of the State of New York, without regard to conflicts of laws principles. You hereby irrevocably and unconditionally submit to the jurisdiction of the United States District Court for the Southern District of New York and the Supreme Court of the State of New York, New York County, for the purposes of any suit, action or other proceeding arising out of this Agreement or your use of the Website. To the extent allowed by applicable law, any claims or causes of action arising from or relating to your access and use of the Website must be instituted within two (2) years from the date upon which such claim or cause arose or was accrued.
Modifications will be effective immediately upon posting unless indicated otherwise. Your use of the Website indicates your full acceptance of this Agreement in its then-current form each time you use the Website.