1.1 Websites. The Websites include www.benefitscounsel.com and all websites and pages operated under any sub-domain of any Website.
1.2 Use of Websites Constitutes Acceptance. This Agreement will constitute a binding and enforceable agreement between you and each of the entities that are comprised in the Practice. By using any Website or any Services, you acknowledge and agree that you have fully read and agree to be bound by the provisions of this Agreement, exactly as if it were printed on paper and signed by you. If you do not agree to be bound by this Agreement in its entirety, then you must immediately stop using all Websites and all Services.
1.3 Business or Employment Use. Where you use a Website or Service in the course of your employment or business, you enter into this Agreement both on your own behalf and in your individual capacity as an employee, officer, agent, partner, etc. of such organization which you represent, and references in this Agreement to “you” shall mean both you as the individual user of the Website or Service and you in your capacity as a representative of your organization.
1.4 Changes to this Agreement. The Practice may remove, amend or replace any provision of this Agreement at any time.
1.5 Client Agreements. If you are a client of the Practice, nothing in this Agreement will supercede any provision of your engagement letter, or other agreement with respect to the attorney-client relationship.
2.1 No Legal Advice. The Websites and all Content are provided for general informational purposes only, and may not reflect current legal developments, verdicts or settlements. Any information contained in the Websites should not be construed as legal advice and is not intended to be a substitute for legal counsel on any subject matter. No recipient of content from the Websites (whether clients or otherwise) should act or refrain from acting on the basis of any Content included in, or accessible through, the Websites without seeking the appropriate legal or other professional advice on the particular facts and circumstances at issue from a lawyer licensed in the recipient’s state, country or other appropriate licensing jurisdiction.
2.2 No Attorney-Client Relationship. No attorney-client relationship will be formed based on your use of the Websites or any Services provided through the Websites, or through your email to any person or entity at the Websites. Information that you provide through the Websites will not be treated as confidential or proprietary unless the Practice expressly agrees to treat such information in such manner.
2.3 Risks of Doing Business on the Internet. You acknowledge and agree that electronic communications and databases are subject to errors, tampering and break-ins and that, notwithstanding the Practice’s implementation of reasonable security precautions, the Practice does not, nor does any entity that is part of the Practice, guarantee or warrant that such events will not take place.
2.6 NO WARRANTIES. THE PRACTICE PROVIDES THE WEBSITES AND ALL CONTENT AND SERVICES SOLELY ON AN “AS-IS/AS-AVAILABLE” BASIS. SAVE TO THE EXTENT REQUIRED BY ANY MANDATORY APPLICABLE LAW, NONE OF THE WEBSITES, CONTENT OR SERVICES ARE SUBJECT TO ANY WARRANTY OR CONDITION, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, AND NON-INFRINGEMENT. THE PRACTICE DOES NOT, NOR DOES ANY ENTITY THAT IS PART OF THE PRACTICE, GUARANTEE THE ACCURACY OR COMPLETENESS OF ANY CONTENT OR SERVICES. IN ADDITION, THE PRACTICE DOES NOT, NOR DOES ANY ENTITY THAT IS PART OF THE PRACTICE, GUARANTEE THAT PROVISION OF THE WEBSITEs OR ANY SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY SERVICE WILL CONTINUE TO BE AVAILABLE.
3. Acceptable Use Policy
3.1 Courtesy and Common Sense. Participation in comments and tracking and other online interaction with other users of the Websites should be governed by the same rules of courtesy and common sense as face-to-face interactions with other people who may share different opinions.
3.2 Unacceptable Behavior. You will not (nor will you aid or abet any third party to):
- upload, post, e-mail or otherwise transmit to the Websites any material that is:
- confidential or proprietary to you or any other person or entity, or that you do not have the right to disclose generally to the public;
- unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, defamatory, hateful or invasive of the rights of any other person or entity;
- ikely to infringe or misappropriate any patent, copyright, trademark, trade secret or other intellectual-property right of any other person or entity; or,
- a virus, worm or Trojan horse, or any other computer code that is likely to disrupt, overload, harm or impair the functioning of any Website;
- attempt to impersonate any other person, or otherwise misrepresent your identity, qualifications, affiliations or any other information about you;
- solicit other users or post any advertisement without the Practice’s express written consent;
- attempt to disrupt, overload, harm or impair the functioning of any Website; or,
- engage in any conduct that is unlawful, disruptive or otherwise inappropriate.
3.3 Postings Not Anonymous. The Practice does not, nor does any entity that is part of the Practice, guarantee that any message-board posting or other material that you post on any Website will not be traceable to you, either by the Practice or by other users. The Practice reserves the right to monitor any and all of your activities on Websites, and to take appropriate action with respect to inappropriate or unlawful conduct, including, without limitation, reporting such conduct to appropriate authorities. In some cases, the functionality of Websites or other technology also may allow other users to learn your identity or other information about you. You may be liable to other users, as well as the Practice, for any defamatory or otherwise unlawful material that you post on any Website.
3.4 Downloading Content. The Practice grants you a revocable, nontransferable, nonexclusive license to download copies of articles, contact information and other Content, solely for your individual or internal business use; provided, that you do not: (a) remove any copyright notice, trademark notice or other intellectual property notice from any copy of any Content, or (b) accept any consideration in exchange for any Content, or for services provided using any Content (including legal services) to any third party.
3.5 Links to Websites. The Practice grants you a revocable, nontransferable, nonexclusive license to include a hyperlink on your own website to the home page of any Website; provided, that you do not: (a) “frame” any Website or any Content, or otherwise cause any Website or any Content to appear in a window with any other material, (b) cause the hyperlink or the Website to be displayed in any way that is disparaging to the Practice, or any entity that is part of the Practice, or (c) otherwise imply or state that any type of relationship or special arrangements exist with the Practice, or any entity that is part of the Practice, that have not been approved in writing by the Practice. You agree that you will promptly remove any hyperlink to any Website upon written request from the Practice to do so. In no event will you use the Practice’s logo or any other trademark as a hyperlink “button” or in any manner without the Practice’s express written consent.
3.6 Indemnification. The Practice provides the Websites, Content and Services solely as an accommodation to you, and the Practice and each entity that is part of the Practice will not accept any risks arising from your use thereof. As such, you will indemnify, defend and hold harmless the Practice, each entity that is part of the Practice, and their respective partners, employees, vendors and agents, from and against any and all claims that arise from or relate to: (a) your use of any Website, Content or Service; (b) your breach of any provision of this Agreement.
4.2 Collection of Information.
- As with many websites, the Websites collect certain information about visitors, even when they are not logged in. The Practice may record your IP address, the URLs of the websites and pages you visit (before, during and after your visit to any Website), the times and dates of such visits, information about the computer hardware and software you use and other information that may be available. Also, the Practice may place “cookies” on your computer to recognize you on return visits to enable the Practice to enhance your browsing experience, as well as to collect additional information about you. You may adjust your browser settings or use other means to prevent cookies from being placed on your computer, but doing so may result in reduced functionality and a less personalized browsing experience.
- During registration and at other times when you visit the Websites, the Practice may ask you to provide certain additional information about yourself, including your name, contact information, the organization you come from and certain other information that the Practice may use to identify you.
4.3 Use of Information.
- The Practice uses the information that it collects about you to improve your browsing experience by personalizing the Websites to your interest, and also to help the Practice select Content and Services that you may find interesting and useful. Information about the Content you visit and Services you use may be used alone or in conjunction with information collected from other users to help the Practice tailor the Websites and its other products and services to better suit the needs and interests of you and other users.
- Information that you provide may also be used as part of the Practice’s effort to keep you informed about events, special offers and selected products and services that may be of interest to you.
- The Practice reserves the right to disclose any information that it obtains through any Website to appropriate governmental or regulatory authorities, if required by law or any governmental agency.
4.4 Transfers of Information.
5. Intellectual Property
5.1 Practice Content. All of the Content, including, without limitation, all text, graphics, video and sounds on any Website, and all computer code associated therewith, are the valuable proprietary property of the Practice, its licensors and contributors, and are subject to copyright, trademark and other intellectual property protection; provided, however, that Benefitsblog and ERISAblog are governed by the respective Creative Commons licenses listed on such sites. You acknowledge and agree that the Practice has expended substantial time and effort to create each Website, and the Content and Services provided through each Website, and that the Practice exclusively owns or has been licensed by third parties to use and sublicense all rights, title and interest therein and all associated information, data, databases, images and other material.
6.2 Complaints and Digital Millennium Copyright Act. If you wish to make any complaint regarding any Content then please contact us at firstname.lastname@example.org.
7. Limitations of Liability
7.1 NO LIABILITY FOR DAMAGES. EXCEPT AS REQUIRED BY ANY APPLICABLE MANDATORY LAW, IN NO EVENT WILL THE PRACTICE, ANY OTHER ENTITY THAT IS PART OF THE PRACTICE, OR ANY OF THEIR RESPECTIVE PARTNERS, EMPLOYEES, VENDORS OR AGENTS, BE LIABLE WITH RESPECT TO THIS AGREEMENT, ANY WEBSITE, ANY CONTENT OR ANY SERVICE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, RELIANCE, PUNITIVE OR EXEMPLARY DAMAGES, OR ANY LOSS OF PROFITS, DATA, OPPORTUNITY, SAVINGS OR INTEREST, OR ANY PENALTIES OR ASSESSMENTS IMPOSED UNDER APPLICABLE TAX LAWS OR OTHERWISE, EVEN IF THE PRACTICE, ANY OTHER ENTITY THAT IS PART OF THE PRACTICE, OR ANY OF THEIR RESPECTIVE PARTNERS, EMPLOYEES, VENDORS OR AGENTS HAS BEEN ADVISED OF THE LIKELIHOOD THEREOF.
7.2 AGGREGATE LIABILITY. EXCEPT AS REQUIRED BY ANY APPLICABLE MANDATORY LAW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE PRACTICE, ANY OTHER ENTITY THAT IS PART OF THE PRACTICE, OR ANY OF THEIR RESPECTIVE PARTNERS, EMPLOYEES, VENDORS AND AGENTS WITH RESPECT TO ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT, ALL WEBSITES, ALL CONTENT AND ALL SERVICES EXCEED AN AMOUNT EQUAL TO ONE HUNDRED UNITED STATES DOLLARS.
7.3 MANDATORY APPLICABLE LAWS. CLAUSES 7.1 AND 7.2 SHALL NOT APPLY TO THE EXTENT THAT ANY LIABILITY MAY NOT BE EXCLUDED UNDER APPLICABLE MANDATORY LAWS. THE EXTENT OF THIS EXCEPTION WILL DEPEND ON THE COUNTRY IN WHICH YOU RESIDE AND THE CAPACITY IN WHICH YOU USE THE WEBSITES.
8.1 Jurisdiction. This Agreement will be governed by the laws of the State of Pennsylvania, without regard to its rules of conflict of laws. Each party will and hereby does knowingly and voluntarily waive any right to a trial by jury in any case or controversy arising from or relating to this Agreement.
8.2 Assignment. Your rights and obligations under this Agreement are personal to you and may not be assigned to any other party.
8.3 Force Majeure. The Practice will not, nor will any entity that is part of the Practice, be deemed to be in breach of this Agreement for any failure or delay in performance caused by reasons beyond its reasonable control, including any natural calamity, act of God or a public enemy, act of any military, civil or regulatory authority, change in any law or regulation, disruption or outage of communications, power or other, failure to perform by any supplier or other third party, or any other cause beyond the reasonable control of the Practice (or any entity that is part of the Practice).
8.4 Waiver. The Practice will not, nor will any entity that is part of the Practice, be deemed to have waived any breach by you of this Agreement, except by a written waiver expressly so stating, and such waiver will not be construed as a waiver of subsequent or continued breaches.
8.5 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability will be limited to the maximum extent permissible, and the other provisions of this Agreement will remain in full force and effect.
8.6 Complete Understanding. This Agreement constitutes the final and complete agreement between the parties regarding the subject matter hereof, and supersedes any prior or contemporaneous communications, representations or agreements between the parties relating to the subject matter hereof.