Terms & Conditions

  1. Welcome

 

Welcome to the Mployer Advisor website (this "Site") provided by Mployer Advisor, Inc. ("Mployer Advisor," "we" or "us"). On this Site, Mployer Advisor makes available Lists and Ratings based on specific criteria, including without limitation, in the form of search results (“Lists”), and other information, profiles and materials regarding Insurance Brokerages, Insurance Companies and other Industry Participants (collectively with the Ratings and Lists, the "Site Materials").  Mployer Advisor collects data and other information regarding employers, insurance companies, insurance brokers, consultants, third party administrators and others (collectively, the "Mployer Advisor Industry") from a variety of sources. Mployer Advisor uses proprietary processes and algorithms to select, compile and adjust certain data to generate ratings of the Mployer Advisor Industry ("Ratings").

This user agreement ("User Agreement") governs your access to and use of this Site and the Site Materials, including mobile applications and constitutes a binding agreement between you and Mployer Advisor. These Terms also include our Privacy Policy. By accessing and using Mployer Advisor, you agree to comply with these Terms.

If you are using Mployer Advisor on behalf of a company or other legal entity, then "you" also means such company or legal entity and you agree to be bound by these Terms even if we have a separate agreement with you. You may not use Mployer Advisor if you do not agree to the version of the Terms posted on Mployer Advisor at the time you access Mployer Advisor. You may not use Mployer Advisor if we have terminated your account or banned you.

Please note that we reserve the right, at our sole discretion, to change this User Agreement from time to time. Your continued use of this Site or any Site Materials after any such change takes effect will be deemed to constitute your acceptance of and agreement to the new User Agreement.

PLEASE READ THIS USER AGREEMENT CAREFULLY BEFORE ACCESSING, USING OR BROWSING THIS SITE OR ANY SITE MATERIALS. BY CLICKING ON "I AGREE," OR BY ACCESSING, USING OR BROWSING THIS SITE OR ANY SITE MATERIALS, YOU, ON BEHALF OF YOURSELF OR YOUR ENTITY, AS APPLICABLE, ACKNOWLEDGE AND CONFIRM THAT: (A) YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS AND CONDITIONS OF THIS USER AGREEMENT; (B) YOU OR YOUR ENTITY, AS APPLICABLE, AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS USER AGREEMENT AND ACKNOWLEDGE THAT THIS USER AGREEMENT IS THE LEGAL EQUIVALENT OF A SIGNED, WRITTEN CONTRACT BETWEEN MPLOYER ADVISOR AND YOU OR YOUR ENTITY, AS APPLICABLE; AND (C) IF ACCESSING, USING OR BROWSING THIS SITE ON BEHALF OF AN ENTITY, YOU HAVE FULL AUTHORITY TO BIND YOUR ENTITY TO ALL OF THE TERMS AND CONDITIONS OF THIS USER AGREEMENT (COLLECTIVELY “USER AGREEMENT ACCEPTANCE”). IF YOU OR YOUR ENTITY, AS APPLICABLE, ARE NOT WILLING TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE PRECEDING ACKNOWLEDGEMENT AND AGREEMENT, DO NOT SELECT THE 'I AGREE' BUTTON ASSOCIATED WITH THIS USER AGREEMENT AND DO NOT ACCESS, USE OR BROWSE OUR SITE; MPLOYER ADVISOR DOES NOT AND WILL NOT GRANT YOU ANY RIGHT OR LICENSE TO ACCESS, USE OR BROWSE THIS SITE OR THE SITE MATERIALS.

  1.  License

Upon your acceptance of the User Agreement, Mployer Advisor grants you a revocable, non-exclusive, non-transferable, limited license to access and view this Site and the Site Materials, and to copy, download, store and/or print only a single copy of any Site Materials, solely for your non-commercial, personal use and not for resale, disclosure or distribution to anyone else. With respect to any permitted copy of the Site Materials, you will reproduce and include all copyright, confidentiality and other proprietary notices included in such Site Materials on any such copy. All rights not expressly granted to you herein are reserved by Mployer Advisor; there are no implied licenses under this Agreement. The license granted to you in this User Agreement is expressly conditioned on your continued compliance with this User Agreement.

  1. Ownership; Confidentiality

As between you and Mployer Advisor, all right, title and interest in and to the Site and the Site Materials, including without limitation the Ratings, and systems and methodologies used to create or display the Ratings and Lists, together with all intellectual property rights embodied therein, are the property of Mployer Advisor or Mployer Advisor' affiliates. The Site and Site Materials are protected by law, including but not limited to U.S. and international copyright law, trademark law, trade secret law, as well as other state, federal, and international laws, regulations and treaties (collectively, "IP Laws"). Mployer Advisor does not claim any rights in unaltered government data.

You agree not to engage in any activity that would constitute copyright infringement with respect to the Site Materials, including without limitation the Ratings, Lists and/or the systems and methodologies used to create or display the Ratings and Lists. You acknowledge that Mployer Advisor selected, compiled, arranged and adjusted data and information regarding insurance brokers, consultants, agents as well as insurance companies, investment professionals and other business entities or individuals and the Ratings are original compilations (as defined by the 1976 Copyright Act, 17 U.S.C. § 101) containing material wholly and exclusively original to Mployer Advisor. You may not reproduce, create derivative works of, distribute, publicly perform or publicly display the Site Materials or any portion thereof without Mployer Advisor ' prior written consent. By way of illustration but not limitation, except as expressly permitted in this User Agreement or otherwise permitted by us in writing, you may not, directly or indirectly, transmit, download, upload, post, sell, rent, license, transfer, disclose, mirror, frame, reverse engineer, decompile, disassemble, or use any aspect of this Site or any Site Materials (including, but not limited to, any Ratings or Lists), in whole or in part, in any form or by any means. Also by way of illustration but not limitation, except as expressly permitted in this User Agreement or otherwise permitted by us in writing, you may not, directly or indirectly, use any of the Ratings or Lists for any purposes other than your personal, non-commercial evaluation of insurance and investment businesses, to compile mailing lists or other lists for commercial purposes, or to establish independent data files or compendiums of statistical information or in violation of any applicable laws or regulations. Additionally, you may not use any metatags or any other "hidden text" utilizing the name "Mployer Advisor " without our prior written permission.

You agree not to cite (orally, in writing or otherwise), reproduce or re-publish the Ratings, Lists and Mployer Advisor marks in any manner likely to deceive or cause confusion in the marketplace. You understand and agree that, due to the nature of Mployer Advisor' products and services, any unauthorized citation, reproduction or re-publication of the Ratings or Lists and use of any of the Mployer Advisor Marks is likely to be deceptive and cause confusion in the marketplace, suggest non-existent sponsorship or endorsement by Mployer Advisor, misappropriate Mployer Advisor' reputation, goodwill business opportunities and revenues, or otherwise misappropriate the cachet of Mployer Advisor ' products and/or services; thus, you agree not to cite (orally, in writing or otherwise), reproduce or re-publish the Ratings, Lists and Mployer Advisor marks without the prior written permission of Mployer Advisor and you hereby waive any right to assert any "nominative fair use" or "nominative use" defense in any trademark or copyright infringement action brought against you in the event that you do cite, reproduce or re-publish the Ratings, Lists or Mployer Advisor marks without the prior written permission of Mployer Advisor. You further acknowledge that other names and logos contained in this Site or in the Site Materials are trademarks and service marks of third parties and may not be used without the permission of the trademark or service mark owner.

The Ratings and Lists constitute confidential and valuable proprietary compilations owned by Mployer Advisor. You will protect the confidentiality of (and not disclose to any person) the Ratings or Lists for three (3) years from the date you accessed such information, by using at least the same degree of care as you use to protect your own confidential information, but no less than a reasonable degree of care. Your disclosure of information contained in the Ratings pursuant to a judicial or administrative order will not be deemed to be a breach of this User Agreement, provided that you provide timely written notice of such order to Mployer Advisor and reasonably cooperate with Mployer Advisor efforts to contest or limit the scope of such order. Any breach of the foregoing confidentiality obligation will cause Mployer Advisor irreparable harm for which there is no adequate legal remedy. In the event of any actual or threatened breach of this Agreement, Mployer Advisor will be entitled to obtain injunctive and all other appropriate relief from a court of competent authority, without being required to: (a) show any actual damage or irreparable harm; (b) prove the inadequacy of its legal remedies; or (c) post any bond or other security.

Please be aware that we actively and aggressively enforce our intellectual property rights to the fullest extent of the law. Please send an e-mail to CustomerSuccess@mployeradvisor.com to inquire about the possibility of alternative arrangements regarding the Ratings and Lists.

  1. Your Mployer Advisor Account

Mployer Advisor Account. In order for you to create a Mployer Advisor account, we require that you provide a valid email address. The email you use must be one where we can reach you. In the event we cannot correspond with you via this email address, your submitted content may be rejected and your account may be disabled. Other registration requirements (such as a click on a link in a Mployer Advisor ’ job alert email by unregistered users who create job alerts, or a requirement for individuals to contribute no more than one company review, interview review, and/or details of a current or former job per year) may also apply. Once you have set up a password, you will be given access to your profile and other private areas of your account. You are entirely responsible for maintaining the confidentiality of your password. You agree to notify us immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account. Passwords are subject to cancellation or suspension by Mployer Advisor at any time. When you set up an individual user account on Mployer Advisor, we create a member profile (a "Profile") for you that will include personal information you provide. We will update your Profile with information we extract from resumes you upload on Mployer Advisor. You permit us to share information in your Profile with prospective employers, recruiters, and others. Subject to visibility settings that you control, subscribers to services we may introduce will be able to view information in your Profile.

 

Password

If you wish to access certain areas of this Site or the Site Materials available on or through certain areas of this Site, you must choose a password during your completion of this Site's registration process. By registering, you represent, warrant and covenant that: (a) you are at least 18 years of age; (b) you are using your actual identity; (c) you have provided only true, accurate, current and complete information about yourself during the registration process; and (d) you will maintain and promptly update the information that you provide to keep it true, accurate, current and complete. You may update your information at any time by logging into the Site and clicking on "Log In."

By logging onto this Site using any password, you represent, warrant and covenant that you are authorized to use such account and password and to engage in the activities that you conduct thereunder. You are solely responsible for the confidentiality and use of your password, as well as for any activities conducted on or through this Site using your password. If you wish to cancel a password, or if you become aware of any loss, theft or unauthorized use of a password, please notify us immediately. We reserve the right to delete or change any password at any time and for any reason.

 

Social Sign Up and Sign In. You may be able to register an account and subsequently access Mployer Advisor through a social networking site, such as Facebook or Google+ ("Social Networking Site"). If you access Mployer Advisor through a Social Networking Site you agree that we may access, make available through Mployer Advisor, and store (if applicable) any information, data, text, messages, tags, and/or other materials that you have provided to and stored and made accessible in your Social Networking Site account so that it is available on and through Mployer Advisor via your account and your Profile page. Subject to the privacy settings that you have set with the Social Networking Site account you use to access Mployer Advisor, personally identifiable information that you post to that Social Networking Site may be displayed on Mployer Advisor. Please note: your relationship with your Social Networking Sites is governed solely by your agreement with those Social Networking Sites and we disclaim any liability for personally identifiable information that may be provided to us by a Social Networking Site in violation of the privacy settings that you have set with that Social Networking Site account.

 

  1. Our Rules of Engagement.

You represent and warrant that you will use Mployer Advisor solely for lawful purposes in a manner consistent with these Terms and any and all applicable laws, regulations, or other legally enforceable obligations (including contractual obligations) you may have towards us and any third parties. You are solely responsible for any and all Content that is posted through your account on Mployer Advisor ("Content").

You agree that you will not:

 

  1. CONTENT

Third Party Content and Privacy Information Delivered to Third Parties

Some of the Site Materials, including but not limited to, certain industry information, product reviews, news, data, research, analysis and opinions, are provided by independent information providers ("IIPs"). We make no representations with respect to, nor do we guarantee or endorse the availability, accuracy, reliability, completeness, currency, quality, performance, suitability, or correct sequencing of any information, materials or other content provided by any of the IIPs. We do not endorse, oppose or edit any opinion or analysis expressed by any of the IIPs, and you hereby agree to waive all claims against Mployer Advisor arising therefrom. We assume no responsibility or liability for any information, materials or other content provided by any of the IIPs. Moreover, any private information you deliver to third parties accessed through a link at the Site will be held subject to the privacy policies of that third party, and not Mployer Advisor.

Submissions - Rules and Permission to Use

  1. Any and all materials (other than information given in connection with registration, which shall be treated as set forth in other provisions of this User Agreement), including without limitation suggestions, feedback, ideas, concepts, comments, illustrations and other materials that you disclose or offer to us on or in connection with this Site or any Site Materials ("Submissions") are submitted by you without any restrictions or expectation of confidentiality. You hereby assign to us without additional consideration or further obligation, all rights now known or hereafter existing to use, allow others to use, or assign the right to use, the Submissions. You further agree that your Submissions may be used without restriction for any purpose whatsoever, commercial or otherwise, without compensation to you, including the right to use, reproduce, modify, adapt, publish, transmit, publicly perform or display, translate, create derivative works from, or otherwise communicate to the public the Submissions on this Site or elsewhere by us, our assigns or others we have allowed to use your Submissions. You will not assert any proprietary right or moral right of any kind with respect to any Submissions.

 

You represent and warrant to Mployer Advisor that you own, or are otherwise lawfully authorized to use, all Submissions and portions thereof that you transmit to or through this Site; any Submissions submitted by you will not contain any of the following material (the “Proscribed Material”):

Rights to Your Content

We do not claim ownership in any Content that you submit to Mployer Advisor, but you grant us the rights to use such Content as set forth below. By submitting any Content to Mployer Advisor, you hereby grant to us an unrestricted, irrevocable, perpetual, non-exclusive, fully-paid and royalty-free, license (with the right to sublicense through unlimited levels of sublicenses) to use, copy, perform, display, create derivative works of, adapt and distribute such Content in any and all media (now known or later developed) throughout the world. To the greatest extent permitted by applicable law, you hereby expressly waive any and all of your moral rights applicable to Mployer Advisor's exercise of the foregoing license. You agree that this license includes the right for us to provide, promote, and improve Mployer Advisor and to make Content submitted to or through Mployer Advisor available to other companies, organizations or individuals for the syndication, broadcast, distribution, promotion or publication of such Content on other media and services, subject to our terms and conditions for such Content use. No compensation will be paid with respect to the Content that you post through Mployer Advisor. You should only submit Content to Mployer Advisor that you are comfortable sharing with others under the terms and conditions of these Terms.

Rights to Mployer Advisor Content

Mployer Advisor contains Content provided by us and our licensors. We and our licensors (including other users) own and retain all proprietary (including all intellectual property) rights in the Content we each provide and Mployer Advisor owns and retains all property rights in Mployer Advisor. If you are a user, we hereby grant you a limited, revocable, non-sublicensable license under the intellectual property rights licensable by us to download, view, copy and print Content from Mployer Advisor solely for your personal use in connection with using Mployer Advisor. Except as provided in the foregoing, you agree not to: (1) reproduce, modify, publish, transmit, distribute, publicly perform or display, sell, adapt or create derivative works based on Mployer Advisor or the Content; or (2) rent, lease, loan, or sell access to Mployer Advisor. Mployer Advisor ® is a registered trademark of Mployer Advisor, Inc. The trademarks, logos and service marks ("Marks") displayed on Mployer Advisor are our property or the property of third parties. You are not permitted to use these Marks without our prior written consent or the consent of the third party that owns the Mark.

 

Removal of Content.

While Mployer Advisor has no obligation to do so, Mployer Advisor reserves the right to review and delete any Content (or portion thereof) that we believe, in our sole discretion, violates these Terms or other applicable policies posted on Mployer Advisor, or that we deem, in our sole discretion, inappropriate. If you see any Content on Mployer Advisor that you believe violates our policies, you may report that Content by contacting us at CustomerSuccess@mployeradvisor.com.  Once notified, we will review the Content and consider whether to remove it (or a portion thereof). Please note: Our interpretation of our policies and the decision whether or not to edit or remove Content is within our sole discretion. You understand and agree that if we choose not to remove or edit Content that you find objectionable, that decision will not constitute a violation of these Terms or any agreement we have with you.

    1. Other Enforcement Actions. While we have no obligation to do so, we reserve the right to investigate and take appropriate action in our sole discretion against you if you violate these Terms, including without limitation: removing Content (or portions thereof) from Mployer Advisor; suspending your rights to use Mployer Advisor; terminating your membership and account; reporting you to law enforcement, regulatory authorities, or administrative bodies; and taking legal action against you.
    2. Defending Our Users. While we have no obligation to do so, we reserve the right, to the fullest extent permitted by applicable law, to take appropriate action to protect the anonymity of our users against the enforcement of subpoenas or other information requests that seek a user's electronic address or identifying information.

 

 

  1. Other

 

Links to Third-Party Websites. Mployer Advisor may contain links to third-party websites placed by us as a service to those interested in this information, or posted by other users. Your use of all such links to third-party websites is at your own risk. We do not monitor or have any control over, and make no claim or representation regarding third-party websites. To the extent such links are provided by us, they are provided only as a convenience, and a link to a third-party website does not imply our endorsement, adoption or sponsorship of, or affiliation with, such third-party website. When you leave Mployer Advisor, our terms and policies do not govern your use of third-party websites.

 

Free Templates. From time to time we may provide you with templates for your use, such as, templates to help your firm solicit reviews from your employer, or templates to help your firm with postings, or general templates that provide advice to market place. You understand and agree that the templates we offer through Mployer Advisor are provided as suggestions and their contents do not constitute legal or employment advice. You accept that your use of any template provided by Mployer Advisor is at your own risk.

 

Special Provisions Applicable to Advertisers

This provision applies to all advertisers, including employers who purchase job ads or display ads. Unless we agree otherwise, you may not use or otherwise process data collected or derived from ads ("Ad Data") for any purpose (including retargeting, building or augmenting user profiles, allowing piggybacking or redirecting with tags, or combining with data across multiple advertisers' campaigns) other than to assess the performance and effectiveness of your campaigns on an aggregate and anonymous basis. You may not, and you may not permit a third-party to, transfer or sell any Ad Data to, or use Ad Data in connection with, any ad network, ad exchange, data broker, or other party not acting on behalf of you and your campaigns. You may use information provided directly to you from users if you provide clear notice to and obtain consent from those users and comply with all applicable laws and industry guidelines, including those applicable to data protection.

 

Term and Termination

This User Agreement will take effect at the time you access, use or browse this site or any Site Materials. We reserve the right, at any time and for any reason, without notice to you: (a) to deny you access to this site, the Site Materials or any portion thereof; (b) to change, remove or discontinue the site or any portion thereof, or any of the Site Materials or services available on or through this site; or (c) to terminate this User Agreement. Upon termination of this User Agreement, all licenses granted to you under this User Agreement immediately and automatically terminate and you may no longer access, browse or otherwise use this site, the Site Materials or any portion thereof.

Our Privacy Policy

We consider the protection of our users' personal data to be important. Therefore, we have adopted a Privacy Policy outlining our personal data collection and use practices. Please refer to it for details about how we collect and use personal information from users of this Site. By agreeing to the terms of this User Agreement, you are automatically agreeing to our Privacy Policy, which is incorporated herein by reference.

 

Confidentiality on the Internet

Use of the Internet is solely at your own risk and is subject to all applicable local, state, federal, and international laws and regulations. While we have endeavored to create a secure and reliable site, please be advised that the confidentiality of any communication or material transmitted to us over the Internet cannot be guaranteed. Consequently, neither we nor our affiliates are responsible for the security of any information transmitted via the Internet, the accuracy of the information contained on this site, or for the consequences of any reliance on such information. You must make your own determination as to these matters.

 

Electronic Communications with Mployer Advisor

Should you elect to send or receive e-mail communications of any kind to or from Mployer Advisor, you represent and warrant to Mployer Advisor that your e-mail service has appropriate and adequate security systems necessary to prevent unauthorized access to outbound or inbound e-mail transmissions. You further agree that the content (including any Site Materials) in any e-mail or other electronic communication you receive from Mployer Advisor is subject to the provisions of this User Agreement.

 

Site Monitoring

We reserve the right to view, monitor and record activity on this Site without notice to or permission from you. We may disclose any records, electronic communications, information, materials or other content of any kind: (a) if we believe in good faith that applicable law, regulation or legal process requires it; (b) if such disclosure is necessary or appropriate to operate this Site; or (c) to protect our rights or property or the rights or property of our users and business partners. However, we are not responsible for screening, policing, editing or monitoring this Site. We are committed to complying with all applicable U.S. and foreign laws and regulations, including without limitation copyright and related laws, and expect all Users of this Site to comply with all applicable laws and regulations as well. Using this Site to transmit any Proscribed Materials is expressly prohibited under the User Agreement.

If it comes to our attention, we discover or we are notified of an allegation that this Site or a Submission contains any Proscribed Materials, then we may, but have no obligation to, investigate the allegation and determine in our sole discretion whether to remove or request the removal of the same from this Site. Notices to us regarding any alleged violation of this User Agreement or copyright infringement on this Site should be directed to Mployer Advisor at the following e-mail address: CustomerSuccess@mployeradvisor.com.

 

Events Beyond Our Control

You absolve and release us and our Affiliates from any claim of harm resulting from any cause(s) over which we or they do not have direct control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses or other damaging code or data, unauthorized access, theft, operator errors, severe weather, earthquakes, natural disasters, strikes or other labor problems, wars, or governmental restrictions, and disclosure of your private health information that you have provided to third parties through links on our Site.

Disclaimers

THIS SITE AND THE SITE MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND ARE INTENDED FOR INFORMATIONAL PURPOSES ONLY. WHILE WE ENDEAVOR TO PROVIDE THE MOST ACCURATE, UP TO DATE INFORMATION AVAILABLE, THE SITE MATERIALS MAY CONTAIN TECHNICAL OR OTHER INACCURACIES OR TYPOGRAPHICAL ERRORS, AND MAY BE CHANGED OR UPDATED WITHOUT NOTICE.

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO: (A) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, QUALITY, PERFORMANCE OR SUITABILITY OF THIS SITE, THE SITE MATERIALS, OR ANY PRODUCTS, SERVICES OR RESULTS OBTAINED ON OR THROUGH THIS SITE; AND (B) ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, THAT THIS SITE OR ANY SITE MATERIALS WILL ASSIST YOU IN IDENTIFYING A SUITABLE HEALTHCARE PROVIDER OR FOR ANY OTHER PURPOSE. WE DO NOT REPRESENT OR WARRANT THAT THIS SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE AND THE SITE MATERIALS IS ENTIRELY AT YOUR OWN RISK.

FURTHER, WE EXPRESSLY DISCLAIM ANY AND ALL RESPONSIBILITY AND LIABILITY WITH RESPECT TO SEPARATE AGREEMENTS YOU MAY MAKE WITH HEALTHCARE PROVIDERS OR WITH THIRD PARTIES WHO OFFER PRODUCTS OR SERVICES ON OR THROUGH THIS SITE, AND YOU WILL LOOK SOLELY TO SUCH HEALTHCARE PROVIDERS AND THIRD PARTIES WITH RESPECT TO ANY AND ALL CLAIMS ARISING OUT OF SUCH AGREEMENTS AND/OR SUCH PRODUCTS OR SERVICES.

Limitations of Liability

NEITHER WE NOR OUR AFFILIATES WILL BE LIABLE FOR ANY DAMAGES RESULTING FROM YOUR USE OF, OR RELIANCE UPON, THIS SITE, ANY SITE MATERIALS, OR ANY PRODUCTS OR SERVICES OBTAINED ON OR THROUGH THIS SITE. IN THE EVENT OF ANY PROBLEM WITH THIS SITE, ANY SITE MATERIALS, OR ANY PRODUCTS OR SERVICES OBTAINED ON OR THROUGH THIS SITE, YOUR SOLE REMEDY IS TO CEASE USING SUCH ITEM(S).

UNDER NO CIRCUMSTANCES WILL WE OR OUR AFFILIATES, OR ANY OF OUR OR THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, PROPRIETORS, PARTNERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SERVANTS, ATTORNEYS, PREDECESSORS, SUCCESSORS OR ASSIGNS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS AND DAMAGES THAT RESULT FROM INCONVENIENCE, DELAY, OR LOSS OF USE) ARISING OUT OF USE OF THIS SITE, ANY SITE MATERIALS, ARRANGEMENTS MADE BASED ON INFORMATION OBTAINED ON OR THROUGH THIS SITE, OR PRODUCTS OR SERVICES OBTAINED ON OR THROUGH THIS SITE, EVEN IF WE OR THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, this limitation may not apply to you.

Indemnity

You will defend, indemnify, and hold harmless Mployer Advisor and our affiliates, and our and their respective directors, officers, shareholders, proprietors, partners, employees, agents, representatives, servants, attorneys, predecessors, successors and assigns, from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including reasonable attorneys' fees and litigation expenses), relating to or arising from (a) your use of this site, any Site Materials, or any products or services obtained on or through this site, (b) any arrangements you make based on information obtained on or through this site or (c) any breach by you of this User Agreement.

Governing Law and Selection of Venue

Regardless of the jurisdiction in which you work or reside, this User Agreement is made in the State of Tennessee, and will be construed and enforced in accordance with Tennessee law (without regard to its provisions governing conflicts of law), as applied to agreements entered into and completely performed in Louisiana, and the privacy laws of the State of Tennessee will govern.

ANY ACTION ARISING OUT OF THE CONTENT OF THIS SITE, YOUR USE OF THE SITE MATERIALS OR YOUR UNAUTHORIZED CITATION, REPRODUCTION OR RE-PUBLICATION OF ANY SITE MATERIALS OR USE OF ANY MPLOYER ADVISOR MARKS, OR ANY ACTION TO ENFORCE THIS USER AGREEMENT WILL BE BROUGHT ONLY IN THE FEDERAL OR STATE COURTS PRESIDING IN NASHVILLE, TENNESSEE, U.S.A., AND YOU EXPRESSLY AGREE TO BE SUBJECT TO THE JURISDICTION OF SUCH COURTS. USE OF THIS SITE IS LIMITED SOLELY TO PERSONS WHO AGREE TO RESOLVE ANY AND ALL DISPUTES PERTAINING TO THIS SITE IN THE FEDERAL AND STATE COURTS OF LOUISIANA, AND SUCH AN AGREEMENT IS AN EXPRESS CONDITION TO USE OF THIS SITE.

This site is controlled and operated by Mployer Advisor from its offices within the United States. We make no representation that this site or the Site Materials are appropriate or available for use outside of the United States, and access to this site or the Site Materials from territories where their contents are illegal is prohibited. Those who choose to access this site or the Site Materials from locations outside of the United States do so of their own volition and are responsible for compliance with applicable local laws.

Notices; Contacting Mployer Advisor

Notices to you may be posted on the site or sent to the e-mail address that you provide to us when you register, as Mployer Advisor deems appropriate. Such notice will be deemed given on the day the notice is posted on the Site or one business day after the e-mail is sent.

If you have any questions about this User Agreement, the site or the Site Materials, or if you need to notify us, then contact us at CustomerSuccess@mployeradvisor.com or at the following address:

Mployer Advisor, Inc.

4322 Harding Pike

Suite 417, #59

Nashville, TN 37215

 

Notice and Procedure for Claims of Copyright Infringement.

If you believe that any content, posting, Submission or other materials or information displayed on or provided through the site, including through a link, infringes your copyright, then you may submit a notification pursuant to the Digital Millennium Copyright Act by providing our Copyright Agent with an email at CustomerSuccess@mployeradvisor.com (please use subject line “DMCA Notice”). See 17 U.S.C. § 512 for more information. To be effective, the notice must be in writing and contain the following:

a. An electronic or physical signature of the person authorized to act on behalf of an exclusive copyright interest;
b. A description of the copyrighted work that you claim has been infringed;
c. A description of where the material that you claim is infringing is located on the site that is reasonably sufficient to enable Mployer Advisor to identify and locate the material;
d. How Mployer Advisor can contact you, such as your address, telephone number and email address;
e. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
f. A statement by you that the information in your notice is accurate and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner or the owner of an exclusive right in the material.

Any communication sent to the Copyright Agent or to CustomerSuccess@mployeradvisor.com for any purpose other than communication about copyright infringement may not be answered. Mployer Advisor may terminate the accounts of repeat infringers under appropriate circumstances.

If you believe that any material you submitted that was removed or to which access has been disabled is not infringing, or that you have the authorization of the copyright owner, the copyright owner’s agent or pursuant to law, to post and use the material, then you may send a counter-notice containing the following information to the Copyright Agent:

Your physical or electronic signature;

a. Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
b. A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material; and

Your name, physical address, telephone number and email address, a statement that you consent to the jurisdiction of the federal court in Denver, Colorado, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

 

Miscellaneous

Failure to insist on strict performance of any provisions of this User Agreement will not operate as a waiver of any subsequent default or failure of performance. No waiver of any provision of this User Agreement will be valid unless in writing and acknowledged in writing or electronically by both parties. If any portion of this User Agreement is adjudged invalid or unenforceable by a court of competent jurisdiction, the remaining portions will remain valid, enforceable, and in effect, and the parties will promptly substitute for the invalid provision an enforceable provision which resembles the invalid provision as closely as possible in intent and economic effect. No joint venture, partnership, employment or agency relationship exists between you and Mployer Advisor as a result of this User Agreement or your use of this Site or any Site Materials. This User Agreement constitutes the entire agreement between you and Mployer Advisor with respect to your use of this Site and the Site Materials, and supersedes any and all prior understandings or agreements between you and Mployer Advisor, whether written or oral. You acknowledge that, in providing you access to and use of this Site and the Site Materials, we have relied on your User Agreement Acceptance.

 

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ADDITIONAL TERMS FOR BUSINESS ACCOUNTS

 

Last Updated on January 1, 2020.

The following terms (“Business Terms”), in addition to the Terms of Service above, govern your access to and use of your Business Account. In the event of any conflict between these Business Terms and the Terms of Service, the Business Terms apply. If you have purchased products or services from Mployer Advisor on behalf of your business (e.g., featured brokerage, or others), the terms of that purchase apply in the event of any conflict with these Business Terms.

 

Capitalized words used but not defined in these Business Terms have the meanings described in the Terms of Service. By creating, accessing, or using your Business Account, you are agreeing to these Business Terms and concluding a legally binding contract with Mployer Advisor. You are not authorized to create, access, or use a Business Account if you do not agree to these Business Terms.

 

PLEASE READ THESE BUSINESS TERMS CAREFULLY AS THEY REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

 

In the event of any termination of these Business Terms, whether by you or us, these Business Terms in their entirety will continue in full force and effect.

  1. REQUIREMENTS, REPRESENTATIONS AND WARRANTIES
    1. In order to access or use the Services, you agree that:
      1. you have the authority to act on behalf of the business or businesses associated with or claimed through your Business Account and bind any such business (including any corresponding business entity) to the Business Terms (such business or businesses, your “Business”);
      2. your access to or use of the Business Site will only be in your capacity as an authorized representative of your Business;
      3. you will not use the Consumer Site for business activities, including but not limited to flagging reviews or messaging people who have reviewed your Business;
      4. your Business complies with applicable laws and does not offer, advertise, sell, or lease illegal products and/or services;
      5. you grant Mployer Advisor a non-transferable, non-exclusive, royalty-free limited license to display your public website on the Services, or allow for its display through iframes or other framing technology;
      6. you agree that we may contact you, including by phone or email, using the contact information you provide us, make publicly available, or that we have on record for your business, and that our communications (including phone calls) with you may be monitored and recorded for quality purposes;
      7. you understand that we may display health score information for your Business, and may place a Consumer Alert regarding that health score, on the business page for your Business;
      8. you understand and agree that we may share certain aggregate or otherwise deidentified information about your responses to Request a Quote leads with other Businesses, for example, the number of total Businesses responding to the lead and the speed of those responses; and
      9. you understand and acknowledge that non-disparagement clauses in certain consumer contracts, such as clauses that seek to restrict or prohibit reviews (including provisions that penalize consumers for posting reviews) about your Business, are prohibited under California law (Cal. Civil Code § 1670.8) and under the federal Consumer Review Fairness Act (15 U.S. Code § 45b) and you agree that you will not include such clauses in your consumer contracts, or otherwise attempt to enforce non-disparagement or ‘gag’ clauses against consumers under any circumstances. You understand that we may publicly notify consumers, including by placing a Consumer Alert on the business page for your Business, if we have a good faith belief that such clauses are used by your Business.
    2. You represent and warrant that you will not, and will not authorize or induce any other party, to:
      1. offer incentives of any kind, such as discounts, freebies, refunds, gift cards, contest entries, offers, or deals in exchange for the posting of reviews of your Business, or to prevent or remove reviews, and you understand and acknowledge that Mployer Advisor, through its Consumer Alerts, may publicly notify consumers about such incentives and other attempts to obtain, prevent, or remove reviews;
      2. solicit or ask for reviews from your customers;
      3. write reviews or vote on Content (e.g., voting user reviews as useful, funny, or cool) for your Business or your Business’s competitors;
      4. pay or induce anyone to post, refrain from posting, or remove reviews, or otherwise attempt to circumvent Mployer Advisor’s Recommendation Software (defined below) or fraud detection systems;
      5. attempt to generate automated, fraudulent, or otherwise invalid ad impressions, inquiries, conversions, ad clicks, or other actions;
      6. use any automated means or form of scraping or data extraction to access, query or otherwise collect Mployer Advisor data, content and/or reviews from the Consumer Site or the Business Site, except as expressly permitted by Mployer Advisor (for example, as described at www.Mployer Advisor.com/robots.txt);
      7. use any Mployer Advisor trademark or service mark in any manner without Mployer Advisor’s prior written consent; or
      8. misrepresent your identity or affiliation to anyone in connection with Mployer Advisor.
    3. You understand and acknowledge that Mployer Advisor allows consumers to post Content about your Business, including photos, ratings, and reviews. You understand and acknowledge that Mployer Advisor employs automated software in an effort to showcase the most reliable and useful reviews while displaying other reviews less prominently (“Recommendation Software”). You understand and acknowledge that while Mployer Advisor uses its Recommendation Software to identify potentially less helpful reviews, the Recommendation Software may sometimes suppress legitimate reviews or fail to detect illegitimate reviews. You understand and acknowledge that any purchase of advertising or other paid features from Mployer Advisor will not influence the Recommendation Software or otherwise allow or enable You, directly or indirectly, to alter reviews or impact whether, where, or how reviews appear on Mployer Advisor.

 

The following Sections 2 and 3 apply if you are a resident of the United States or Canada only:

  1. DISCLAIMERS AND LIMITATIONS OF LIABILITY
    PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF THE MPLOYER ADVISOR ENTITIES TO YOU. FOR CLARITY, THE BELOW APPLIES IN ADDITION TO THE DISCLAIMERS AND LIMITATIONS OF LIABILITY DETAILED IN SECTION 12 OF THE TERMS.
    The federal Communications Decency Act (47 U.S. Code § 230) limits the liability of interactive computer services, like Mployer Advisor, for their role in publishing third-party Content, including consumer reviews. Additionally, anti-SLAPP laws, such as Cal. Civ. Proc. Code § 425.16 in California, may require you to pay Mployer Advisor’s attorneys’ fees if you attempt to impose such liability on Mployer Advisor through legal proceedings.
  2. ARBITRATION, DISPUTES, AND CHOICE OF LAW
    FOR CLARITY, THIS SECTION GOVERNS ANY BUSINESS CLAIM BROUGHT BY YOU OR MPLOYER ADVISOR. ANY CLAIM NOT SUBJECT TO THIS SECTION IS INSTEAD GOVERNED BY SECTION 13 OF THE TERMS.
    Except for Excluded Business Claims, any controversy or claim arising out of or relating to: (a) these Terms, or the breach thereof; or (b) your access to or use of your Business Account Business Site; (each such controversy or claim, a “Business Claim”), shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator will issue a reasoned award in writing, including all findings of fact and law upon which the award was made. The arbitrator will not have the power to commit errors of law, and the award may be vacated or corrected through judicial review by a court of competent jurisdiction under the California Arbitration Act for any such error. “Excluded Business Claims” means Claims related to intellectual property (like copyrights and trademarks) or violations of Section 7 of the Terms of Service (Representations and Warranties).

 

Business Claims shall be heard by a single arbitrator. Arbitrations will be held in Nashville, Tennessee, but the parties may choose for themselves whether to appear in person, by phone, or through the submission of documents. The arbitration shall be governed by the laws of the State of Tennessee. The prevailing party shall be entitled to an award of reasonable attorneys’ fees.

 

NOTWITHSTANDING THE FOREGOING, FOR ANY BUSINESS CLAIM THAT IS NOT SUBJECT TO ARBITRATION, INCLUDING WITHOUT LIMITATION EXCLUDED BUSINESS CLAIMS, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN THE STATE OF TENNESSEE, WHICH IS THE PLACE OF PERFORMANCE OF THESE BUSINESS TERMS.

 

YOU AND MPLOYER ADVISOR AGREE THAT EACH MAY BRING OR PARTICIPATE IN BUSINESS CLAIMS AGAINST THE OTHER ONLY IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. UNLESS BOTH YOU AND MPLOYER ADVISOR AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE BUSINESS CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. IF A BUSINESS CLAIM IMPLICATES THIS SECTION, AND THIS SECTION IS FOUND TO BE INVALID, UNENFORCEABLE OR ILLEGAL BY A COURT, SUCH BUSINESS CLAIM MUST BE ADJUDICATED BY A COURT AND NOT BY AN ARBITRATOR.