to the BRIX Website (the “Site”). Please read these terms and conditions
of use carefully as they govern your rights and obligations while using this
Site. BY ENTERING YOUR ID AND PASSWORD TO ACCESS THE SITE,
YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THESE TERMS AND
CONDITIONS. * If you do not agree to all of
the terms and conditions, you are not authorized to access or otherwise use
Site is available only to users that have a registered Username and PIN and
are employees of the employer indicated on the Site (the “Employer”).
If you do not have a valid registered Username and PIN or are no longer
an employee of the Employer, you are not authorized to use or access this
Employer, through direct or indirect agreement(s) with BenefitsXML, Inc. (“BXML”),
is providing the information and services on this Site under these terms and
conditions. On this Site, you
will be able to access certain information and documents relating to benefits
made available by your Employer and to participate in certain services (the
“Services”). These Services
will permit you to make various benefits elections through the Site and to
update certain personal information, in each case through the use of certain
software proprietary to BXML and its licensors (the “Software”).
You acknowledge and agree that it is your responsibility to submit
instructions and information relating to the Services and to verify the
accuracy and completeness of all such instructions and information.
BXML does not review the accuracy or completeness of the instructions
or information you submit.
acknowledge and understand that BXML is merely making this Site available on
behalf of the Employer and is not acting as an investment advisor,
broker-dealer, insurance agent or intermediary or a financial or benefit
planner. BXML is not providing
any benefits or any information related thereto. Your Employer is responsible
for making available all benefits and information related thereto referenced
or included on this Site.
behalf of the Employer, you will be able to access and input certain
information relating to the benefits offered by the Employer and the
Employer’s employees and their benefit options and elections.
The information that you input may be used and relied upon by the
Employer’s employees that participate in the Services.
The Services permit employees of the Employer to make various benefits
elections through the Site and to update certain personal information, in each
case through the use of the Software. As
an authorized benefits administrator for the Employer, you acknowledge and
agree, on behalf of the Employer, that it is the Employer’s responsibility
to submit instructions and information relating to the Services and to verify
the accuracy and completeness of all such instructions and information
submitted by the Employer and the Employer’s employees. As an authorized
benefits administrator for the Employer, you acknowledge that the Employer is
responsible for making available all benefits and information related thereto
referenced or included on this Site.
agree to take any and all actions necessary to maintain the privacy of your
Username and Pin, including, without limitation, safeguarding your Username
and Pin in a private and secure place, adopting special precautions when
accessing the Site from a computer that is available for use by other users
and exiting from the Site at the end of each session.
In the event that you have reason to believe that a third party has
access to your account, you should immediately choose a new PIN and notify
your Benefits Administrator.
Software and other contents of the Site provided by BXML and its licensors,
including but not limited to text, graphics and images, are protected by
applicable copyright, patent, trademark, trade secret or other intellectual
property laws. You may not reproduce, transmit, sell, display, distribute,
publish, broadcast, circulate, modify, disseminate, commercially exploit or
create derivative works based on such Software or contents in any manner
without the prior written consent of BXML. Further, you agree not to attempt
to reverse engineer, disassemble, decompile, or redistribute for consideration
may not use the trademarks, logos and service marks ("Marks") found
on the Site for any purpose, including, but not limited to, use as "hot
links" or meta tags in other pages or sites on the World Wide Web,
without the written permission of BXML. You are prohibited from creating or
authorizing others to create any links from any other website or Internet
location to any of the interior pages of this Site (“deep linking”).
rights not expressly granted herein are reserved to BXML and its licensors.
Any use of the Software and other contents of the Site not expressly
permitted by these Terms and Conditions of Use is a breach of these Terms and
may violate copyright, patent, tradename and other laws.
or use of any material in violation of these terms and conditions, or any
applicable law, rule or regulation (whether of the United States or other
countries), or the rights of any third party is prohibited.
IN SERVICE AND CHANGES IN TERMS
reserves the right at any time and from time to time to change, alter or
modify the Service, or any portion thereof, with or without notice.
BXML may amend these terms and conditions at any time, without notice,
by posting the amended terms and conditions on this Site.
amended terms and conditions shall automatically be effective after they are
posted on this Site. If the
modifications are unacceptable to you, you may terminate your use of the
Service by giving notice of termination to BXML.
If you continue to access, use or download materials from the Site, you
will be deemed to have accepted the amended terms and conditions.
Site may contain links to other websites.
You acknowledge that such other sites are not under the control of BXML
and you agree that BXML shall not be responsible for any information, content,
products, or other links found at any such site or for your use of such
information. You further
acknowledge and agree that BXML shall not be responsible or liable, directly
or indirectly, for any damage or loss caused or alleged to be caused by, or in
connection with, use of, or reliance on, any such content, goods or services
provided by any third party which is linked to the Site.
You understand that if you decide to access a linked third party site,
you do so at your own risk. BXML
has not tested any software or verified any information found at such sites
and links to such sites should not be construed as, or signify, an endorsement
of the site or its contents by BXML.
OF CERTAIN INFORMATION
personally identifiable information about an employee of the Employer that is
provided by you or your Employer through the Site and is accessible by BXML is
Site. Printed copies are available upon request.
you breach any of the terms or conditions, BXML may, at its sole discretion,
suspend access to the Site or terminate your use of the Service, as it
pertains to you. Whether or not a breach results in suspension or termination
depends on several factors, including but not limited to, the severity of the
breach, the potential harm to other users of the Site, and whether or not the
breach is repeated or cured. If BXML suspends or terminates your right to
access or use the Site, BXML will, within 24 hours, provide notice to you of
such action. Notwithstanding the
foregoing, any violation by you of the terms listed under the heading
‘Proprietary Rights’ shall result in immediate and automatic termination
of your permission to access and use this Site and the Service.
ACKNOWLEDGE THAT IN CONNECTION WITH THE BXMLSITE, INFORMATION WILL BE
TRANSMITTED BY PARTIES SUCH AS LOCAL EXCHANGE CARRIERS AND THROUGH ROUTERS,
SWITCHES AND OTHER DEVICES WHICH ARE OWNED, MAINTAINED AND SERVICED BY THIRD
PARTY LOCAL EXCHANGE AND LONG DISTANCE CARRIERS, UTILITIES, INTERNET SERVICE
PROVIDERS AND OTHER third parties,
ALL OF WHICH ARE BEYOND THE CONTROL OF BXML. ACCORDINGLY, BXML AND ITS
LICENSORS ASSUME NO LIABILITY FOR OR RELATING TO THE DELAY, FAILURE,
INTERRUPTION, OR CORRUPTION OF ANY DATA OR OTHER INFORMATION TRANSMITTED IN
CONNECTION WITH USE OF THE SITE.
SERVICE IS PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. ALL
EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND
NON-INFRINGEMENT OF PROPRIETARY RIGHTS AND ERROR-FREE AND UNINTERRUPTED
SERVICE, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO
THE FULLEST EXTENT PERMITTED BY LAW, BXML AND ITS LICENSORS DISCLAIM ANY
WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE
SERVICES. TO THE FULLEST EXTENT PERMITTED BY LAW, BXML AND ITS LICENSORS
DISCLAIM ANY WARRANTIES FOR OTHER SERVICES OR GOODS PROVIDED THROUGH OR
ADVERTISED ON THE SITE OR RECEIVED THROUGH ANY LINKS PROVIDED ON THE SITE, AS
WELL AS FOR ANY INFORMATION OR ADVICE RECEIVED THROUGH THE SITE OR THROUGH ANY
LINKS PROVIDED ON THE SITE. BXML AND ITS LICENSORS SIMILARLY DISCLAIM, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY WARRANTIES FOR ANY INFORMATION OR ADVICE
OBTAINED THROUGH THE SITE.
AND ITS LICENSORS DO NOT WARRANTY, GUARANTY, OR MAKE ANY REPRESENTATIONS OR
WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, OR ASSUME ANY LIABILITY TO YOU
REGARDING (i) THE USE OR THE RESULTS OF THE USE OF THE SERVICES, INCLUDING
WITHOUT LIMITATION ANY FINANCIAL RESULTS BASED ON USE OF THE SERVICES OR
INFORMATION OR ANY DELAY OR LOSS OF USE OF THE SERVICES, OR (ii) SYSTEM
PERFORMANCE AND EFFECTS ON OR DAMAGES TO SOFTWARE AND HARDWARE IN CONNECTION
WITH ANY USE OF THE SITE, SERVICES OR INFORMATION.
ACCURACY, COMPLETENESS, SEQUENCE OR TIMELINESS OF THE INFORMATION CANNOT BE
GUARANTEED. BXML AND ITS AFFILIATES, AGENTS AND LICENSORS SHALL HAVE NO
RESPONSIBILITY FOR INDIRECT, CONSEQUENTIAL, SPECIAL, OR OTHER DAMAGES WHICH
YOU MAY INCUR FOR ANY RELIANCE BY YOU ON INFORMATION OR FOR THE RELIABILITY,
ACCURACY, COMPLETENESS, SEQUENCE OR TIMELINESS THEREOF, OR FOR ANY DELAYS OR
ERRORS IN THE TRANSMISSION OR DELIVERY OF ANY PART OF THE INFORMATION OR
SERVICES. (REGARDLESS OF WHETHER SUCH DAMAGES ARE REASONABLE OR FORESEEABLE).
ADDITION TO AND WITHOUT LIMITING THE FOREGOING, BXML AND ITS LICENSORS SHALL
NOT BE LIABLE FOR ANY HARM CAUSED BY THE TRANSMISSION, THROUGH THE SERVICES,
OF A COMPUTER VIRUS, OR OTHER COMPUTER CODE OR PROGRAMMING DEVICE THAT MIGHT
BE USED TO ACCESS, MODIFY, DELETE, DAMAGE, CORRUPT, DEACTIVATE, DISABLE,
DISRUPT, OR OTHERWISE IMPEDE IN ANY MANNER THE OPERATION OF THE SERVICES OR
ANY OF YOUR SOFTWARE, HARDWARE, DATA OR PROPERTY.
BXML AND ITS LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY LOSS THAT
RESULTS FROM A CAUSE OVER WHICH BXML AND ITS LICENSORS DO NOT HAVE CONTROL,
INCLUDING BUT NOT LIMITED TO FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT,
UNAUTHORIZED ACCESS, STRIKES, FAILURES OF COMMON CARRIER OR UTILITY SYSTEMS,
SEVERE WEATHER, OR OTHER CAUSES BEYOND BXML AND ITS LICENSORS’ CONTROL.
NO EVENT SHALL BXML, OR ITS AFFILIATES, AGENTS OR LICENSORS, BE LIABLE FOR ANY
INDIRECT, INCIDENTAL, PUNITIVE OR OTHER CONSEQUENTIAL DAMAGES ARISING OUT OF
OR IN RELATION TO THESE TERMS AND CONDITIONS OR THE SERVICES PROVIDED HEREIN,
even if BXML OR ITS LICENSORS
have been advised of the possibility of such damages.
LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE A FUNDAMENTAL ELEMENT OF THE
BASIS OF THESE TERMS AND CONDITIONS BETWEEN YOU AND BXML. SOME STATES DO NOT
ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL
DAMAGES SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
terms and conditions shall be treated as though they were executed and
performed in New York, New York, and shall be governed by and construed in
accordance with the laws of the United States of America and of the State of
New York, without regard to conflict of law principles. The language in these
terms and conditions shall be deemed to be language chosen by you and BXML to
express the mutual intent of the parties, and no rule of strict construction
shall be implied against you or BXML. You agree that all legal proceedings
arising out of or in connection with these terms and conditions shall be
brought exclusively in the state courts of New York located in New York
County, New York, or the U.S. District Court located in the Southern District
of New York, and you expressly submit to the jurisdiction and venue of such
courts and consent to extra-territorial service of process, should a dispute
you or BXML may terminate your access to the Services at any time. Any
violation or breach by you of any of these terms and conditions will be cause
for BXML to terminate your access to the Services without notice. You agree
that BXML will not be liable to you or any third party for any termination of
your access to the Services.
terms and conditions and your rights and obligations hereunder may not be
assigned by you without the written permission of BXML and shall inure to the
benefit of BXML's successors and assigns whether by merger, consolidation or
otherwise. BXML may assign these terms and conditions or any of its rights or
obligations under these terms and conditions to a company affiliated with, or
a successor to or assignee of, BXML, or to any other third party.
controversy or claim arising out of or relating to this Agreement, or the
breach thereof, other than a controversy or claim relating to the validity of
BXML’s intellectual property rights, shall be settled by final and binding
arbitration administered by the American Arbitration Association under its
Commercial Arbitration Rules. The arbitration shall take place in New York
County, New York. Judgment on the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof.
The arbitrators shall apply New York law, without regard to its rules
of conflict of law. Notwithstanding
the foregoing, the parties may apply to any court of competent jurisdiction
for a temporary restraining order, preliminary injunction, or other interim or
conservatory relief, as necessary, without breach of this Agreement and
without any abridgment of the powers of the arbitrator(s).