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Terms of Service
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The terms of this service agreement ("Agreement") are made between the workplace HELPLINE®, LLCTM d/b/a Enquiron ("Enquiron") and any authorized user as defined in Section 1. e. ("Authorized User"), each an "Authorized User" and, collectively, "Authorized Users". Enquiron and Authorized Users are each a "Party" and collectively referred to as the "Parties."
Authorized Users are gaining access to one or more service(s) as more specifically defined in Section 1. a. ("Services").
BY CLICKING THE ACCEPTANCE BUTTON OR ACCESSING, USING OR INSTALLING ANY PART OF THE SERVICES, INCLUDING ADVICE SERVICES OR CONTENT SERVICES, AUTHORIZED USERS EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IN ADDITION TO ITS APPLICATION TO THE ONLINE PORTION OF THE SERVICES, THIS AGREEMENT APPLIES TO THE ADVICE SERVICES BEING PROVIDED ON THE TELEPHONE TO AUTHORIZED USERS PRIOR TO AND SUBSEQUENT TO THEIR ENTERING INTO THIS AGREEMENT. IF AN AUTHORIZED USER DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE BUTTON INDICATING NON-ACCEPTANCE MUST BE SELECTED, ENQUIRON WILL PROMPTLY CANCEL THIS TRANSACTION AND THE AUTHORIZED USER MAY NOT ACCESS, USE OR INSTALL ANY PART OF THE SERVICES. ALL TERMS AND CONDITIONS ARE SUBJECT TO CHANGE WITHOUT NOTICE.
1. SERVICE TERMS AND LIMITATIONS
a. Description of Services ("Services"). Enquiron offers and facilitates access to various consulting content, solutions, and advice in the primary areas of human resources, employment, healthcare, and retirement. Authorized Users may gain access to one or more or a combination of these Services. Regardless of which Services the Authorized User has access to, the terms of this Agreement apply. The Services are not limited to, but may specifically include (i) Telephone or online access to various advisors for guidance, consulting and support to questions, ("Advice Services"), or (ii) Online content and solutions ("Content Services").
b. Services Terms. The Services are not intended to supplant, nor does it supplant, any duty imposed upon any Authorized User to comply with applicable law. Enquiron is constantly changing and improving the Services, and may add or remove functionalities or features, or may suspend or stop the Services altogether. Enquiron may stop providing the Services to any Authorized User, or add or create new limits to the Services (including number of Authorized Users allowed) at any time. Enquiron is the owner of all right, title and interest to the Services, including all copyrights, patents, and trademarks including, but not limited to, U.S. Patent 7,464,045. The Services are proprietary to Enquiron and are protected by intellectual property laws and international intellectual property treaties. Authorized User does not own the Services. Subject to the timely payment of all applicable fees and the terms and limitations set forth in this Agreement, Enquiron agrees to provide Authorized User with non-transferable and non-exclusive access to the Services.
c. Inoperability. Authorized User agrees that from time to time the Services may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Enquiron may undertake from time to time; or (iii) causes beyond the control of Enquiron or which are not reasonably foreseeable by Enquiron.
d. Equipment. Authorized User shall be solely responsible for providing, maintaining and ensuring compatibility with the Services, all hardware, software, electrical and other physical requirements for Authorized User's use of the Services, including, without limitation, telecommunications and internet access connections and links, web browsers or other equipment, programs and services required to access and use the Services.
e. Sources. Authorized User agrees that all or some of the Advice Services and Content Services may be delivered by a variety of third party Service Providers, or other independent third party service providers, independent third party sources, or publically available sources, either directly from an Enquiron website or linked through to another website, all collectively ("Sources"). The Authorized User understands that no party other than each such Source guarantees the accuracy of, or assumes any liability for any Services, including Advice Services and Content Services. Access to any Services, including Advice Services and Content Services will be facilitated as general best practices support, and each Authorized User hereby expressly acknowledges and agrees that the provision of and access to such Services, including Advice Services and Content Services is subject to the specific terms and conditions of each of the Sources.
f. Authorized Users. Authorized Users include (i) any person or entity that is authorized specifically by Enquiron to complete the registration process to open and maintain an account with Enquiron for Services; (ii) only those employees who are authorized by their organization to use the Services and possess a level and responsibility that are appropriate to receive the Services and obtain the information received as a result thereof; or (iii) a broker, third party administrator, or other representative for an Authorized User as may be specifically requested by an Authorized User and approved by Enquiron or a Service Provider from time to time. Authorized use by a broker, third party administrator, or other representative for an Authorized User may impact the privacy or confidentiality of any Services provided by a Service Provider.
a. Security. Authorized Users shall be solely responsible for the security, confidentiality and integrity of all messages and the content that the Authorized User receives, transmits, or stores on the Services. Authorized Users shall be solely responsible for any authorized or unauthorized access to Authorized User's account by any person. Authorized User agrees to bear all responsibility for the confidentiality of Authorized User's password and all use or applicable charges incurred from use of the Services with Authorized User's password. Authorized Users agree to take commercially reasonable steps to prevent access to the Services (whether by internet, phone or otherwise) by any person other than Authorized Users, to report promptly to Enquiron any access to the Services by unauthorized persons, and to indemnify Enquiron for any claims resulting from access by unauthorized users.
b. Confidentiality. Enquiron respects each Authorized User's confidentiality. Enquiron will not disclose or publish any confidential information about an Authorized User or Authorized User's account, other than to any Sources as is necessary to provide Services, without Authorized User's prior consent unless Enquiron has a good faith belief that such action is necessary to: (i) comply with legal process or other legal requirements of any governmental authority, (ii) protect and defend the rights or property of Enquiron; (iii) enforce this Agreement; (iv) protect the interests of other Authorized Users of the Services; or (v) operate or conduct maintenance and repair of Enquiron's services or equipment, including the Services as authorized by law. However, Authorized Users shall have no expectation of confidentiality with respect to the Internet generally. Authorized User's IP address is transmitted and recorded with each message Authorized User sends from the Services. Enquiron owns all data, communication and information as a result of Services. Enquiron may disclose or publish non-confidential information about an Authorized User or Authorized User's account and usage including, but not limited to, statistical data, trends, traffic, logins, access to Content, general issues supported through Advice Services, actual un-identified questions answered through Advice Services and other information regarding and resulting from Authorized Users' type of use and frequency of use of the Services. Authorized Users' specific details of the specific communications as part of the Advice Services with Service Providers is strictly confidential and will not be disclosed or published by Enquiron except on an un-identifiable basis.
c. Service Providers. Enquiron facilitates access to a variety of contracted third party service providers across the various Services (each a "Service Provider" and collectively "Service Providers"). In the instance that a Service Provider is a law firm which delivers Advice Services to an Authorized User, Authorized Users acknowledge that in the ordinary course of representing clients, any Service Provides may be or become adverse to a current Authorized User while providing Advice Services; thus, by continuing with any Advice Services inquiry each Authorized User agrees that it may not assert Service Provider's provision of services through the Advice Services as a reason to disqualify Service Provider. While the Advice Services are confidential, use of the Advice Services does not create an ongoing attorney-client relationship between any Service Provider and any Authorized User, and therefore Service Providers do not perform any conflict check or other diligence before providing Advice Services to any Authorized User. The Advice Services are designed to provide answers to best practices questions that can be answered without the need for extensive investigation or legal research. If a question requires significant time or research, Authorized Users will need to retain counsel of their choice whether or not such a determination is made by a Service Provider representative.
e. No Guarantees. Enquiron does not make any guarantees that an Authorized User or its organization will achieve a specific result or experience fewer or less serious claims or losses as a result of using the Services. Authorized User agrees not to make a claim against Enquiron alleging that the Services caused or contributed to a loss or claim against the Authorized User or its organization or any third party.
f. No Notice of Insurance Claim. Authorized User's use of the Services does not constitute giving notice of an insurance claim, suit, or circumstance that may give rise to an insurance claim.
g. No Agency Created/No Legal Services Provided by Enquiron. The Parties agree and acknowledge that the relationship of the Parties is in the nature of an independent contractor. This Agreement shall not be deemed to create a partnership or joint venture and neither Party is the other's agent, partner, employee or representative. Enquiron is not an agent of the Authorized User and is not authorized to act on behalf of the Authorized User for any purpose other than rendering of the Services. Enquiron is not a law firm, law practice, or the legal representative of any Authorized User, and does not represent any Authorized Users through the rendering of the Services. Authorized User's use of the Services and the Advice Services provided by Service Providers does not include or constitute the rendering of legal advice to Authorized User by Enquiron and Enquiron assumes no responsibility or liability for the information or guidance provided by any Service Provider. Authorized User's use of the Services and Advice Services is not a substitute for obtaining legal advice from Authorized User's own attorney. Authorized Users should seek the counsel of an independent attorney outside of the Services, if Authorized User has any questions regarding a legal matter or issue. Authorized Users should never disregard or delay obtaining legal advice because of something Authorized User has read or heard as part of the Services.
h. No Insurance Coverage Advice Provided. Services, including facilitated services and Advice Services and Content Services provided by any third parties, are all pre-claim risk mitigation. Services do not in any way provide advice on any insurance claims, any insurance coverage terms or any other insurance matters.
i. No Investment Advice or Retirement Plan Discretion or Control. In providing any retirement compliance Services, Enquiron is not providing investment advice or advice as to plan assets and in no way exercises control, discretion, or other authority over retirement plans or plan assets. All Advice Services generally address general legal and regulatory compliance-related matters.
3. AUTHORIZED USER REPRESENTATIONS. Authorized User represents and warrants to Enquiron that: (i) Authorized User is over the age of eighteen (18) and has the power and authority to bind Authorized User's organization and/or entity and enter into and perform Authorized User's obligations under this Agreement; (ii) all information provided by Authorized User to Enquiron is truthful, accurate and complete; (iii) Authorized User shall comply with all terms and conditions of this Agreement; (iv) Authorized User has provided and will provide accurate and complete registration information, including, without limitation, Authorized User's legal name, address and telephone number; (v) Authorized User's use of the Services is for the benefit of Authorized User's organization, as an employer, only, and not for any other third party; (vi) all Authorized Users have acquired and maintain appropriate internal permissions of Authorized User's organization to use the Services on behalf of and in representation of Authorized User's organization; (vii) Authorized User will not provide unauthorized access to the Services to any third party who is not specifically authorized by Enquiron to access the Services, and (vii) Authorized User is not a competitor of Enquiron, which Authorized User acknowledges are specifically prohibited from accessing or using Services in any way; (viii) Authorized User acknowledges the Services are proprietary and agrees not to use any access of Services to develop or assist another party in developing similar or competing Services.
4. PROHIBITED USES. Authorized User is solely responsible for any and all acts and omissions that occur under Authorized User's account or password and Authorized User agrees not to engage in unacceptable use of the Services which includes, without limitation, (i) upload, post, email, transmit or otherwise make available any material that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (ii) upload, post, email, transmit or otherwise make available any material that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; (iii) impersonate any person or entity, including, but not limited to, a forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity, (iv) intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law; (v) interfere, disrupt or attempt to disable the Services or gain unauthorized access to other accounts on the Services; or (vi) engage in any other activity deemed by Enquiron to be in conflict with the spirit or intent of this Agreement.
5. TERMINATION. This Agreement is effective upon Authorized User's acceptance as set forth herein and shall continue in full force until terminated. Enquiron reserves the right, in its sole discretion and without notice, at any time and for any reason to (i) remove or disable access to all or any portion of the Services; (ii) suspend Authorized User's access to or use of all or any portion of the Services; and (iii) terminate this Agreement.
6. LIMITATIONS OF LIABILITY: IN NO EVENT SHALL ENQUIRON NOR ANY OTHER SERVICE PROVIDERS FACILITATED BY ENQUIRON, NOR ANY OF THEIR RESPECTIVE AGENTS, BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR DAMAGES RESULTING FROM INACCURATE OR LOST DATA OR LOSS OF USE OR PROFITS ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED USER'S USE OF OR THE PERFORMANCE OF THE SERVICES. NEITHER ENQUIRON NOR ANY OTHER SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE AGENTS, SHALL BE LIABLE FOR ANY LOSS, INTERRUPTION IN SERVICE, DELAY, DOWNTIME OR ANY OTHER FAILURE OF PERFORMANCE WITH RESPECT TO ANY OF THE SERVICES. IN NO EVENT SHALL ENQUIRON'S OR ANY OTHER SERVICE PROVIDERS FACILITATED BY ENQUIRON'S TOTAL LIABILITY FOR DIRECT DAMAGES EXCEED THE TOTAL FEES PAID BY THE AUTHORIZED USER TO ENQUIRON HEREUNDER. SOME STATES PROHIBIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THUS THIS LIMITATION OF LIABILITY MAY NOT APPLY TO AN AUTHORIZED USER IN SUCH STATE. IF AUTHORIZED USER IS DISSATISFIED WITH THE SERVICES, AUTHORIZED USER'S SOLE AND EXCLUSIVE REMEDY SHALL BE FOR AUTHORIZED USER TO DISCONTINUE USE OF THE SERVICES AND TERMINATE THIS AGREEMENT AS PROVIDED HEREIN.
7. DISCLAIMER OF WARRANTIES. NEITHER ENQUIRON NOR ANY OTHER SERVICE PROVIDERS FACILITATED BY ENQUIRON, NOR ANY OF THEIR RESPECTIVE AGENTS WARRANTS THAT THE SERVICES WILL BE UNINTERRUPTED, OR ERROR FREE; NOR DOES ENQUIRON OR ANY OTHER SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE AGENTS MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SERVICES, INCLUDING THE ADVICE SERVICES OR THE CONTENT SERVICES. THE SERVICES ARE DISTRIBUTED ON AN "AS IS, AS AVAILABLE" BASIS. NEITHER ENQUIRON NOR ANY OTHER SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE AGENTS, MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT, WITH RESPECT TO THE SERVICES NEITHER ENQUIRON, NOR ANY OTHER SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE AGENTS, WARRANTS THAT ANY FILES AVAILABLE FOR DOWNLOADING THROUGH THE WEBSITE WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. AUTHORIZED USERS EXPRESSLY AGREE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF SERVICES AND THE ACCURACY OR COMPLETENESS OF THE SERVICES, INCLUDING THE ADVICE SERVICES AND THE CONTENT SERVICES IS ASSUMED SOLELY BY AUTHORIZED USER. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO AN AUTHORIZED USER. IN SUCH STATES, THE LIABILITY OF ENQUIRON AND OTHER SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE AGENTS, SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
8. INDEMNIFICATION. Authorized Users agree to indemnify, hold harmless and defend Enquiron, its shareholders, directors, officers, employees, agents, and other Service Providers, and independent third party sources from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney's fees, asserted by any person, arising out of or relating to (a) this Agreement; (b) Authorized User's use of the Services, including any data, work, or communications transmitted or received by Authorized User and (c) any unacceptable use of the Services, including, without limitation, any statement, data or communication made, transmitted, or republished by Authorized User.
9. DISPUTE RESOLUTION. Any dispute, controversy or claim arising out of or relating to this Agreement shall be finally settled by binding arbitration conducted in the English language in Boston, Massachusetts under the commercial arbitration rules of the American Arbitration Association ("AAA"). The arbitration shall be conducted by a single arbitrator selected by the Parties from a list furnished by the AAA. If the Parties are unable to agree on such Arbitrator from the list, such Arbitrator shall be appointed by the AAA or in the alternative, each Party shall select one arbitrator who, in turn, shall select the Arbitrator who shall arbitrate the dispute. Disputes about arbitration procedure shall be resolved by the Arbitrator or if prior to their appointment, by the AAA in Boston, Massachusetts. The Arbitrator shall be authorized to grant interim relief, including preventing the destruction of goods or documents involved in the dispute, protect trade secrets or other intellectual property, and provide for security for a prospective monetary award. In no event shall punitive damages be assessed against either Party. Each Party shall bear its own expenses, but the Parties will share equally the expenses of the Arbitrator and the AAA. The award of the Arbitrator shall be the sole and exclusive remedy of the Parties and shall be enforceable in any court of competent jurisdiction, subject only to revocation on grounds of fraud or clear bias on the part of the Arbitrator. Notwithstanding anything contained in this section to the contrary, each Party shall have the right to institute judicial proceedings against the other Party or anyone acting by, through, or under such other Party, in order to enforce the Party's rights to injunctive or similar equitable relief, including relief to prevent the destruction of goods or documents involved in the dispute, protect trade secrets or other intellectual property, or provide for security for a prospective monetary award.
10. GOVERNING LAW, VENUE, AND ATTORNEY'S FEES. This Agreement shall be in all respects governed by, construed, and enforced in accordance with the laws of the Commonwealth of Massachusetts, including all matters of construction, validity, and performance. Authorized User hereby consents to jurisdiction of courts in Boston, Suffolk County, Massachusetts and waives any objections to such jurisdiction. In any action or proceeding arising out of this Agreement, the Party prevailing in such action shall be entitled to recover its reasonable attorneys' fees and costs.