Welcome and thank you for visiting our Site. The BRMS site is offered to you conditioned on acceptance by you without modification of the terms, conditions, and notices CONTAINED herein. BY USING THIS SITE, YOU AGREE TO THE TERMS AND CONDITIONS OF USE DESCRIBED HEREIN. IF YOU DO NOT AGREE TO THESE TERMS YOU MAY NOT USE THIS SITE.
1. Agreement. This Online User Agreement (this “Agreement”), as may be periodically amended, is made by and between you and Benefit and Risk Management Services, Inc. (“BRMS”) and describes the terms and conditions applicable to your use of this Web site and the related services. Your access to the BRMS website is contingent upon the contracting by your employer, its agents or representatives (collectively or individually: “Company” or “Employer”) with BRMS for use of the website pursuant to a “Service and License Agreement” between your Employer and BRMS.
2. License and Site Access. BRMS grants you a limited license to access and make personal use of this site and not to download (other than page caching) or modify it, or any portion of it, except with express written consent of BRMS. This license does not include any resale or commercial use of this site or its contents: any collection and use of any product listings, descriptions, or prices: any derivative use of this site or its contents: any downloading or copying of account information for the benefit of another merchant: or any use of data mining, robots, or similar data gathering and extraction tools. This site or any portion of this site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of BRMS. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of BRMS and our associates without express written consent. You may not use any meta tags or any other “hidden text” utilizing BRMS’s name or trademarks without the express written consent of BRMS. Any unauthorized use terminates the permission or license granted by BRMS. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of BRMS so long as the link does not portray BRMS, its associates, or their products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any BRMS logo or other proprietary graphic or trademark as part of the link without express written permission.
3. No Advice or Recommendations. You acknowledge that BRMS nor any information contained therein is intended as tax, legal or professional advice of any nature. Although the site provides access to various information and recommendations on how to select benefits and coverage, none of these recommendations are developed or endorsed by BRMS or your Employer. You acknowledge that you are responsible for determining the nature, potential value and suitability, for yourself and your dependents, of any insurance, benefit or coverage offered through BRMS. UNDER NO CIRCUMSTANCES SHOULD THE CONTENT OF THE BRMS WEBSITE BE CONSTRUED AS PROVIDING LEGAL, TAX, INVESTMENT OR ANY ADVICE OF ANY KIND TO ANY PERSON, EMPLOYER OR ENTITY. This provision shall survive termination of this Agreement.
4. Electronic Communications. When you visit BRMS or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
5. The Role of BRMS. BRMS is not the Employer, plan sponsor, plan administrator or plan fiduciary under the Employee Retirement Income Security Act of 1974 (ERISA) for any benefits or insurance coverage offered through or described in this website. BRMS is not responsible for state and federal disclosure and reporting requests or for complying with existing laws. These responsibilities remain with your Employer. This provision shall survive termination of this Agreement.
6. Security. BRMS will utilize security mechanisms sufficient in its sole discretion to protect the confidentiality and integrity of information provided by you and your Employer. Security mechanisms may include, but are not limited to, encryption, access control mechanisms, authentication of electronic signatures and firewalls.
7. Links To Third Parties’ Web Sites. The BRMS site may contain links and pointers to Internet sites maintained by third parties. BRMS does not operate or control in any respect any information, products or services on such third-party sites. Third party links and pointers are included solely for the convenience of users, and do not constitute any endorsement by BRMS and/or its business partners. You assume sole responsibility for use of third party links and pointers.
8. Modification of Terms and Conditions. BRMS may amend this Agreement at any time by posting a revised version of this Agreement on the site in which you indicate your acceptance by use of this site to accept the terms and conditions as revised. BRMS may also amend this Agreement by posting the revised version thereof on this Web site and announcing on the Web site its availability for your review. In this case, such amendments will be effective when announced by BRMS on the Web site, and continued use of the website following the announcement of a revised version of this Agreement shall constitute your acceptance thereof.
9. Disclaimers of Warranties. ALL SERVICES AND PRODUCTS ARE PROVIDED TO YOU “AS IS.” BRMS AND ITS BUSINESS PARTNERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AND HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS, REGARDING THE BRMS WEB SITE, ITS CONTENT AND SERVICES, AND ANY OTHER PRODUCTS OR SERVICES SUPPLIED UNDER THIS AGREEMENT. BRMS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE WEBSITE OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE (i) UNINTERRUPTED, (ii) IMPERVIOUS TO HACKERS, (iii) ERROR FREE, (iv) THAT DEFECTS WILL BE CORRECTED, OR (v) THAT THE WEBSITE OR THE SERVER THAT MAKES SUCH SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IF YOUR USE OF THE WEBSITE OR THE MATERIAL RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, BRMS IS NOT RESPONSIBLE FOR THOSE COSTS. BRMS AND ITS SUPPLIERS MAKE NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE MATERIALS, SERVICES, SOFTWARE TEXT, GRAPHICS AND LINKS.
10. Limitation of Liability. IN NO EVENT SHALL BRMS OR ITS BUSINESS PARTNERS BE LIABLE TO YOU, OR ANY ENTITY CLAIMING THROUGH OR UNDER YOU FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, RESULTING FROM ANY LOSS OF USE, LOSS OF DATA, BUSINESS INTERUPTION, LITIGATION, OR ANY OTHER PECUNIARY LOSS, WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER CAUSE OF ACTION. IN NO EVENT SHALL BRMS BE LIABLE FOR THE MISUSE OR UNAUTHORIZED USE OF YOUR PASSWORD OR ELECTRONIC SIGNATURE, THE USE OR INABILITY TO USE THE WEB SITE OR ANY DELAYS, ERRORS, MALFUNCTIONS, COMPATIBILITY PROBLEMS OR BREAKDOWNS WITH RESPECT TO THE WEB SITE, OR WITH THE PROVISION OF OR FAILURE TO MAKE AVAILABLE ANY INFORMATION, SERVICES, PRODUCTS, MATERIALS, OR OTHER RESOURCES CONTAINED ON OR ACCESSIBLE THROUGH THIS SITE. THIS PROVISION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
11. Reviews, Comments, Emails, and Other Content. Visitors may post reviews, comments, and other content: and submit suggestions, ideas, comments, questions, or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam.” You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of a card or other content. BRMS reserves the right (but not the obligation) to remove or edit such content, but does not regularly review posted content. If you do post content or submit material, and unless we indicate otherwise, you grant BRMS and its associates a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant BRMS and its associates and sublicensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that you own or otherwise control all of the rights to the content that you post: that the content is accurate: that use of the content you supply does not violate this policy and will not cause injury to any person or entity: and that you will indemnify BRMS or its associates for all claims resulting from content you supply. BRMS has the right but not the obligation to monitor and edit or remove any activity or content. BRMS takes no responsibility and assumes no liability for any content posted by you or any third party.
12. Indemnification. As a condition of using this website, you agree to indemnify, defend and hold harmless BRMS and its suppliers, vendors and business partners from and against any and all liabilities, expenses (including reasonable attorneys’ fees) and damages arising out of third party claims resulting from your use of the BRMS Website, including without limitation any claims alleging facts that if true would constitute a breach by you of these terms and conditions. You also agree, as a condition of using this website, to indemnify, hold harmless BRMS and BRMS’s officers, directors, employees and agents (together, “Indemnified Parties”) from and against any and all liability, loss, damage, expense, fines, penalties and costs, including attorneys’ fees, which the Indemnified Parties incur in connection with or arising out of (i) your breach of or your failure to fulfill any obligation under this Agreement, or (ii) any negligence or misconduct by you. This provision shall survive the termination of this Agreement.
13. Acts Beyond Control of BRMS. In the event of circumstances not reasonably within the control of BRMS, including but not limited to disaster, epidemic, earthquake, breakdown or temporary failure of a portion of the Internet, any mechanical, electronic or communications failure, war, riot, or civil insurrection, which results in the unavailability of the website or the inability to transmit or receive information electronically, BRMS shall not have any liability or obligation for delay or failure to provide the Services under this Agreement to you or your Employer.
14. Relationship of Parties. As a condition of using this website, you hereby acknowledge that no joint venture, partnership, employment, or other relationship, except those described herein, exists between you and BRMS as a result of this Agreement or use of the BRMS Website. You also agree not to hold yourself out as a representative, agent, or employee of BRMS and BRMS shall not be liable for any representation, act or omission made by you. This provision shall survive the termination of this Agreement.
15. Assignment. Neither this Agreement nor any of the rights, interests, or benefits arising hereunder shall be assigned, transferred, or delegated either in whole or in part by you without the prior written consent of BRMS, and any such attempted assignment shall be void and unenforceable. If BRMS assigns this Agreement, in whole or in part, or if this Agreement is otherwise assigned as permitted hereunder, this Agreement, together with the rights and obligations arising hereunder, shall be binding upon and inure to the benefit of the Parties and their respective successors, assigns and legal representatives. BRMS reserves the right to retain outside services at its own cost in order to perform the services contemplated by this Agreement, and the provisions of this Agreement shall apply to your use of such services. This provision shall survive the termination of this Agreement.
16. Severability. If any provision or provisions of this Agreement are rendered by judicial process or governmental agency of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality or unenforceability shall not affect the remainder of this Agreement and the Service Agreement which shall remain in full force and effect and be enforced in accordance with its remaining terms. This provision shall survive the termination of this Agreement.
17. Governing Law. This Agreement shall be governed by, construed in accordance with, and enforced under the laws of the State of California, without regard to its conflicts of law provisions, except for any licensing or regulating provisions under Federal law or any state law pertaining to the services provided under this Agreement.
18. Jurisdiction. The Parties hereby consent to the exclusive jurisdiction of the appropriate federal or state court in Sacramento County, California, and hereby waive the right to contest the exercise of personal jurisdiction over them in the federal and state courts located in Sacramento County, California.
19. Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, or in any way related to BRMS, shall be resolved in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except that any action seeking injunctive relief may, at the option of the plaintiff, be brought in any court having jurisdiction under this accordance with the Commercial Arbitration Rules of the Agreement. The arbitrator shall not have the authority to change or revise any decisions made by BRMS where, by the terms of this Agreement, BRMS has been given sole discretion. The hearing on any arbitration will be held in Sacramento County, California. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
20. Attorneys’ Fees. In any litigation or arbitration arising out of or relating to this Agreement, the prevailing Party will be entitled to an award of reasonable attorneys’ fees and any fees associated with the use of a third-party arbitrator.
21. Proprietary Rights. BRMS and its business partners retain all right, title and interest, including without limitation, all copyrights, trade secrets, patents, trademarks and all other proprietary rights, in this website, its content and materials related thereto (other than personal information provided by you or your Employer). Any rights not expressly granted herein are reserved by BRMS. This website is for your noncommercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, text, software, products or services obtained from BRMS unless expressly permitted herein. Product and company names mentioned throughout this site may be the protected trademarks of their respective owners and you may not use them unless authorized to do so. This provision shall survive termination of this Agreement.