Effective Date: August 22, 2018
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING OUR SITE.
1. User Acceptance to Terms and Conditions of Use
A. Acceptance. Welcome to www.sirota.com (along with any associated sites the “Site”). The Site is owned and operated by Mercer (US) Inc. (“Mercer | Sirota,” “we,” or “us”). By continuing to access or use the Mercer | Sirota website, any of its associated websites, or surveys (collectively the “Service”) you signify your acceptance to:
(2) Mercer | Sirota Privacy Notice; and
(3) Any other Legal Notices Published and/or incorporated by Mercer |Sirota.
If, at any time, you do not agree with one or more of the above mentioned terms as presented by Mercer | Sirota, you may not use the Site or take Mercer | Sirota’s surveys (the “Surveys”).
B. Modifications. From time to time, Mercer | Sirota may modify the Terms. Accordingly, please continue to review the Terms whenever accessing or using this site. Your use of the Site, or any Service on the Site, after the posting of modifications to the Terms will constitute your acceptance of the Terms, as modified. Mercer | Sirota may at its sole discretion revise or modify all the terms incorporated herein. If we make changes to these Terms, we will update the “Effective Date” at the top of the page.
C. Compliance with Regulations and Terms. You further agree: (i) to comply with applicable U.S. federal, state, local, and foreign laws and regulations regarding the transmission of any data obtained from the Site (as defined herein) in accordance with the Terms; (ii) not to use the Site for illegal purposes; and (iii) not to interfere or disrupt networks connected to the Site.
D. Other Written Agreements with Mercer | Sirota. The Terms and incorporated terms do NOT, however, alter terms or conditions of any other agreements you may have entered in writing with Mercer | Sirota and any exhibit incorporated therein. If those agreements require access to the Site as part of performance, you are bound by any clause in the written agreement(s), and you may not terminate any such written agreement pursuant to Clause 8 herein. If there were to exist any conflicts between these Terms and the written agreement regarding your access to, and use of, the Site, then terms of such executed agreement shall control.
A. Users. The Terms apply to all visitors and/or users of the Site, and/or individuals taking Mercer | Sirota’s Surveys, including those who have also contracted with Mercer | Sirota in writing. However, for the latter group the terms mentioned in Section 1.D apply.
B. Third Party Websites. The Site may contain links to third party websites, including those third party websites with whom Mercer | Sirota has an alliance relationship. Those third party sites’ policies will govern your use of such third party websites. Mercer | Sirota makes no representations whatsoever about any other website that you may access through this Site. Mercer | Sirota has no control and/or responsibility over these sites, practices, content, policies, etc. Furthermore, a link to a third party site does not imply that Mercer | Sirota is affiliated with such third party, nor does it imply Mercer | Sirota’s approval, endorsement, or intention to review or police the content of said site. Mercer | Sirota has no power to censor or alter the content of third party websites and/or commentaries on third party websites. Connecting with third party websites is done at your sole risk and Mercer | Sirota disclaims all liability, and you expressly relieve Mercer | Sirota from any and all liability arising from your access and/or use of any third party websites. Mercer | Sirota encourages you to pay attention when leaving the Site and to review third party websites terms of services and privacy notices that may apply to you.
C. Downloading Files from The Site. If you choose to download files from the Site you do so at your own risk. Mercer | Sirota is not liable for any issues associated with downloading files and you expressly release Mercer | Sirota from any and all liability arising from your decision to download Mercer | Sirota’s Files, including but not limited to equipment, software, or file damage.
A. Dashboard Access. In order to access any Mercer | Sirota dashboard you will need an account, including a password. You are not allowed to access another user’s account and/or their information in anyway absent written authorization from both Mercer and the user. You are solely responsible for the activity on your account, and you must keep the account password secure, and said password confidential. It is also your responsibility to notify Mercer | Sirota immediately of any breach of security or unauthorized access or use of your account.
B. Liability. You understand and agree that Mercer | Sirota will not be liable for any damage that may result from security breaches and/or unauthorized access to your account gained as a result of your failure to comply with this clause. Conversely, your actions may make you liable for the losses of Mercer | Sirota and/or other third parties involved.
4. Site Use Permissions and Restrictions
A. Compliance. You agree not to use the Site for any illegal purpose or in any manner inconsistent with the Terms, and to comply with any applicable regulation. You further agree not to modify or alter any part of the Service.
B. Using Mercer | Sirota’s Content for Detrimental Purposes. You agree not to use, transfer, distribute or dispose of any information contained in the Site in any manner that could compete with, or be detrimental to the business of Mercer | Sirota.
C. Promotion or Sale of Commercial Services. You agree not to use Mercer | Sirota’s blog, comments section, and any other public communication space for any of the following, absent Mercer | Sirota’s written consent:
1. Sale, advertise, promote, etc. any product or service;
2. Sale, advertise, promote, etc. any website; and
3. Share or divulge your personal information or that of third parties in any manner whatsoever.
D. Linking and Framing. You understand that Mercer | Sirota prohibits caching the Site, unauthorized deep linking, and the framing of any materials available through the Site, and agree that such actions subject you to liability. Mercer | Sirota reserves the right to disable any unauthorized links or frames. Mercer | Sirota specifically disclaims any responsibility for the contents of any third party websites linked from and to the Site, and for any injury you may incur from third party websites linking or framing our Site.
5. Mercer | Sirota’s Content
A. Intellectual Property Protections. You understand and agree that the Site has been developed, compiled, prepared, revised, selected and arranged by Mercer | Sirota through the expenditure of substantial time, effort and money and constitute valuable intellectual property and trade secrets of Mercer | Sirota. You further agree that the Site, including but not limited to text, content, photographs, video, audio and graphics is protected by copyrights, trademarks, service marks, international treaties and/or other proprietary rights and laws of the U.S. and other countries. The Site is also protected as a collective work or compilation under U.S. copyright and other laws and treaties. All individual articles, columns and other elements making up the Site are also copyrighted works. The trademarks, service marks, trade names, trade dress, logos, designs, and sounds associated with the Site are owned by Mercer | Sirota, Mercer LLC, or third parties. You agree to abide by all applicable copyright, trademark, and other laws, as well as any additional copyright notices or restrictions contained in the Site.
B. Permitted Uses of Mercer | Sirota’s Content. The following situations are permitted uses of Mercer | Sirota’s content. Any other uses require Mercer | Sirota’s written consent:
1. You may share specific Mercer | Sirota’s content on social media provided that a social media link is already embedded on the page allowing you to share Mercer | Sirota’s content;
2. You may download materials from the Site and/or print a reasonable number of copies for your personal use within your organization, provided that all copies retain all copyright and other proprietary notices.
C. Content Use Restriction. You understand that our content is provided “AS IS” and “AS AVAILABLE.” Your access is limited both by our Site functionality and the Terms. In other words, you are not authorized to download content unless you see a “download” button or similar link powered by Mercer | Sirota. You shall not copy, reproduce, distribute, transmit, broadcast, display, sell, license, otherwise exploit our content absent one of the Permitted Uses described on Section 5.B or Mercer | Sirota’s written consent.
D. Accuracy of The Content. The Site provides information intended to be illustrative and not specific to your company. In addition, the Site contains links to third party websites and blog(s) and commentaries. Mercer | Sirota is not responsible for the availability, nature, or accuracy of this content.
E. License. You understand and agree that accessing and/or using the Site or Surveys do not grant you any rights or licenses in or to the Site and materials contained therein other than the limited rights to use the Site in accordance with the Terms.
6. Your Content
A. Mercer | Sirota’s Blog and Comments Section. The Site may contain blogs, comment boxes and/or other message or communication opportunities designed to enable you to communicate with the public at large (collectively, “Communication Services”).
I. Your Legal Representations.You agree that you are responsible for any content you post or otherwise submit through the Communication Services. You affirm, represent, and warrant that you own or have the necessary licenses, consents, or permissions to publish said content.
II. Your Intellectual Property Rights. Mercer | Sirota does not claim ownership rights to the articles and/or comments you provide to Mercer | Sirota (including feedback and suggestions), posts, uploaded materials, input, or submissions to any Communication Services (collectively “Submission”). However, by posting, uploading, inputting, providing or submitting your Submission you are granting Mercer | Sirota, its affiliated companies, sub-licensees and other users of the Site worldwide, non-exclusive, sublicensable, royalty-free, and transferable license to use, copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.
III. Submission Guidelines. You agree to respect the following guidelines when submitting any type of communication through Mercer | Sirota’s Site. You agree:
1. To submit, post, send, and receive materials, messages, and any other submission that are proper and related to the particular Communication Service;
2. Not to defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others;
3. Not to publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent, or unlawful topic, name, material, or information;
4. Not to share personal information about yourself in any Communication Services;
5. Not to share ANY personal information about third parties in any Communication Services;
6. Not to upload files that contain software or other material protected by intellectual property laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consents;
7. Not to share files that contain viruses, corrupted files, or any similar software or program that may damages the operations of another’s computer;
8. Not to advertise, offer to sell or buy goods or services for any business purpose or solicit people in any manner;
9. Not to restrict or inhibit any other person from using and enjoying the Communication Services;
10. Not to harvest or otherwise collect personal information, including email addresses;
11. Not to engage in any type of internet scam, including but not limited to phishing; and
12. Not to violate any applicable laws and/or regulations.
IV. Disclaimers. You understand and agree to the following:
1. Mercer | Sirota is under no obligation to post or use any Submission you may provide, and Mercer | Sirota may edit or remove any Submission at its own discretion.
2. Mercer | Sirota has no obligation to monitor the Communication Services. However, Mercer | Sirota reserves the right to review materials posted and to remove any materials in its sole discretion. Mercer | Sirota reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.
3. Mercer | Sirota will manage any personal information it collects via the Site in accordance with its Privacy Notice available at https://www.sirota.com/privacy. In accordance with its Privacy Notice, Mercer | Sirota reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request.
B. Mercer | Sirota’s Surveys Open Text Fields. Mercer | Sirota generally de-identifies personal information and redacts survey information where appropriate. However, it is your responsibility not to include any personal information in the open text field, including any third party’s personal information. Mercer | Sirota is not responsible for any disclosures of personal information you make in an open field text, nor is it responsible for redacting any such information unless specifically agreed to with a client. Further, Mercer | Sirota is not responsible for any inappropriate language and/or messages included by you in the open text field. Mercer | Sirota will not be liable for failing to sanitize comments you include in the surveys. Thus, Mercer | Sirota recommends that you consider not including personal information and/or inappropriate language.
7. Data Analytics
You agree that during and after the time of your visit to the Site, Mercer | Sirota may use any information it collects and uses in connection with the Services for data analytics purposes, including to create insights, reports and other analytics to improve the quality of and market Mercer | Sirota’s advice, products and services. The output of such analytics will not identify particular clients or individuals. In other words, Mercer | Sirota will only use de-identified and/or aggregated data for such purposes.
A. Termination Generally. Either you or Mercer | Sirota may terminate these Terms with or without cause at any time and effective immediately. You may terminate by discontinuing use of the Site and destroying all materials obtained from the Site. These Terms will terminate immediately without notice if Mercer | Sirota determines, in its sole discretion that you have failed to comply with any provision of these Terms. Upon termination by you or upon notice of termination by Mercer | Sirota, you must promptly destroy all materials obtained from the Site and any copies thereof. Sections 4, 5, 6, 7, 8, 11, 12, and 14 shall survive any termination of these Terms.
10. Digital Millennium Copyright Act (DMCA) Notice
The DMCA provides a legal recourse for rightful copyright holders who have reason to believe material appearing online infringes their rights under US Copyright Law. If you believe that there is any content on the Site that infringes your copyrighted work, please provide the following information to Mercer’s Copyright Agent:
1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
2. A description of the copyrighted work that you claim has been infringed;
3. A description of where the material that you claim is infringing is located on the Site;
4. Your address, telephone number, and email address;
5. 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
6. A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Mercer’s Copyright Agent:
Mercer LLC, 1166 Avenue of the Americas,
New York, NY, 10036-2708, United States,
Attn: Legal Department – Mercer | Sirota DMCA Notice.
Mercer’s Copyright Agent can also be reached by telephone at 212-345-5000.
11. Warranty Disclaimer
YOU AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK AND ACKNOWLEDGE THAT THE SITE AND ANYTHING CONTAINED THEREIN, INCLUDING, BUT NOT LIMITED TO, CONTENT, SERVICES, GOODS OR ADVERTISEMENTS (THE “ITEMS”) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO THE SITE AND THE ITEMS. MERCER | SIROTA MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE ACCURACY OR COMPLETENESS OF ITS SITE OR ANY SITE LINKED FROM THE SITE AND ASSUMES NO RESPONSIBILITY FOR (I) MISTAKES, INACCURACIES, OR DEFICIENT CONTENT, (II) ANY PERSONAL OR PROPERTY DAMAGE RESULTING FROM YOUR USE OF OUR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO MERCER | SIROTA’S SERVERS AND ACCESS AND/OR USE OF ANY PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERNET CONNECTIVITY ISSUES YOU MAY EXPERIENCE, (V) ANY COMPATIBILITY ISSUES, ERRORS, VIRUSES, WORMS OR “TROJAN HORSES” YOU MAY ENCOUNTER AND IS NOT LIABLE FOR ANY DAMAGE YOU MAY SUFFER AS A RESULT OF SUCH DESTRUCTIVE FEATURES. YOU AGREE THAT MERCER | SIROTA, ITS SUPPLIERS AND ITS THIRD-PARTY AGENTS SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR: (I) ANY INJURY OR DAMAGES, WHETHER CAUSED BY THE NEGLIGENCE OF MERCER | SIROTA, ITS EMPLOYEES, SUBCONTRACTORS, AGENTS, SUPPLIERS OR OTHERWISE ARISING IN CONNECTION WITH THE SITES; OR (II) ANY FAULT, INACCURACY, OMISSION, DELAY OR ANY OTHER FAILURE IN THE SITE CAUSED BY YOUR COMPUTER EQUIPMENT OR ARISING FROM YOUR USE OF THE SITE ON SUCH EQUIPMENT. IN ADDITION, YOU AGREE AND UNDERSTAND THAT MERCER | SIROTA WILL NOT BE RESPONSIBLE FOR MONITORING ANY TRANSACTION AND/OR INTERACTION BETWEEN YOU AND THIRD PARTIES WHEN YOU LEAVE MERCER | SIROTA’S SITES.
12. Limitation of Liability
YOU AGREE THAT UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL MERCER | SIROTA, ITS SUPPLIERS OR ITS THIRD PARTY AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES WHATSOEVER, EVEN IF AN AUTHORIZED REPRESENTATIVE OF MERCER | SIROTA HAS BEEN ADVISED SPECIFICALLY OF THE POSSIBILITY OF SUCH DAMAGES, ARISING FROM ANY (I) USE OF OR INABILITY TO USE THE SITE OR ANY LINKS OR ITEMS ON THE SITE OR ANY PROVISION OF THE TERMS; (II) TRANSMISSION OF ANY VIRUSES, BUGS, TROJAN HORSES, OR THE SIMILAR WHICH MAY INFECT A USER’S EQUIPMENT; (III) FAILURE OF MECHANICAL, ELECTRONIC EQUIPMENT, OR INTERNET CONNECTIVITY; (IV) UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY PERSONAL INFORMATION, INCLUDING FINANCIAL INFORMATION, STORED THEREIN; (V) ANY FORCE MAJEURE; (VI) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES; (VII) PERSONAL INJURY OR PROPERTY DAMAGE WHATSOEVER RESULTING FROM USING OUR SERVICES; (VIII) ERRORS, MISTAKES, INACCURACIES, OMISSIONS IN THE CONTENT OR ANY LOSS OR DAMAGE RESULTING FROM USING FROM USING THE CONTENT ANY CONTENT POSTED OR MADE AVAILABLE.
THIS LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR OF THIS AGREEMENT, YOUR EXCLUSIVE REMEDY IS TO STOP USING THE SERVICE.
YOU FURTHER AGREE THAT MERCER | SIROTA WILL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR INFRINGING CONTENT YOU SHARE ON MERCER | SIROTA’S COMMUNICATION SERVICES. YOU FURTHER ACCEPT FULL AND COMPLETE LIABILITY FOR YOUR ACTIONS WHILE USING OUR COMMUNICATION SERVICES. YOUR ACCESS AND USE OF THE ITEMS ARE FOR GENERAL INFORMATION PURPOSES ONLY AND ARE NOT INTENDED AS, NOR IMPLIED TO BE, A SUBSTITUTE FOR PROFESSIONAL ADVICE. IN NO EVENT WILL MERCER | SIROTA BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DECISION MADE OR ACTION TAKEN IN RELIANCE OF THE RESULTS OR CONCLUSIONS OBTAINED THROUGH THE ACCESS AND USE OF THE SITE.
To the extent permitted by applicable law, you agree, at your own expense, to indemnify, defend and hold harmless Mercer | Sirota and its employees, representatives, Suppliers and agents, against any claim, suit, action or other proceeding, to the extent based on or arising in connection with your use of the Site, or any links on the Site, including, but not limited to: (i) your use or someone using your computer’s use of the Site; (ii) a violation of the Terms by you or anyone using your computer; (iii) a claim that any use of the Site by you or someone using your computer infringes any IP Rights of any third party, or any right of personality or publicity, is libelous or defamatory, or otherwise results in injury or damage to any third party; (iv) any deletions, additions, insertions or alterations to, or any unauthorized use of, the Site by you or someone using your computer or your password; or (v) any misrepresentation or breach of representation, warranty or covenant made by you contained herein. You agree to pay any and all costs, damages and expenses (including reasonable attorneys’ fees) and costs awarded against or incurred by or in connection with or arising from any such claim, suit, action or proceeding.
Representations Made by You. You represent, warrant and covenant that you: (i) have the power and authority to enter into this agreement; (ii) can form legally binding contracts under applicable law; (iii) shall not use any rights granted hereunder for any unlawful purpose; and (iv) shall use the Site only as set forth in these Terms.
Governing Law. The Terms shall be governed and construed in accordance with the laws of the United States of America and the State of New York, without giving effect to conflicts of law principles thereof. You agree to submit to the personal jurisdiction of the state and federal courts located in New York County with respect to any legal proceedings arising out of this agreement and waive any objection to the propriety or convenience of venue in such courts.
Global Users. Mercer | Sirota operates and controls its Site from New York, NY, United States of America. If you choose to access and/or use the Site from outside the United States, you are responsible for compliance with foreign and local laws of your jurisdiction. Mercer | Sirota makes no representation that any Service referenced here is appropriate or available around the globe. By using the Site, you represent and warrant that you are in compliance with all local and foreign laws.
Assignment. You may not assign or transfer your rights and obligations under these Terms. Mercer | Sirota may assign these Terms and its rights and obligations under these Terms without your consent and at its sole discretion.
Severability. It is the intent of the parties that the provisions of these Terms shall be enforced to the fullest extent permitted by applicable law. To the extent that these Terms or any word, phrase, clause or sentence are found to be illegal or unenforceable for any reason, such word, phrase, clause or sentence shall be modified deleted or interpreted in such a manner so as to afford the party for whose benefit it was intended the fullest benefit commensurate with making these Terms as modified, enforceable and the balance of these Terms shall not be affected thereby, the balance being construed as severable and independent.
No Waiver. No consent or waiver of any clause under the Terms will be deemed or construed to be a further consent to or waiver of such clause or any other clause included in the Terms. Mercer | Sirota’s failure to assert its rights at any time will not be deemed a waiver of such right or term on this agreement. No consent or waiver will be effective unless in writing and signed by both parties.
Export/Import Restrictions and Tariffs. The Items may not be available through Mercer to any Restricted Entity. You shall not provide access to the Items to anyone for use in any country or used in any manner prohibited by the United States or European Union trade sanctions or export control laws, including the Export Administration Act or laws administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control. Furthermore, you will comply with any trade sanctions and export and import control laws of the countries and jurisdictions where you access and use the Items or receives copies of any technical information or other materials. You agree to indemnify, defend Mercer and hold Mercer harmless from any fines or other penalties arising from a violation of this section. For the purpose of this section, “Restricted Entity” shall mean any individual, organization or other entity owned or controlled by, or acting as an agent for, any person or entity who is the subject of an asset freeze or otherwise designated under United Nations Security Council Resolutions, or the trade sanctions laws of the U.S. or the EU, or other governments of jurisdictions in which you are based or operated and from which the Items may be accessed.
WAIVER OF TRIAL BY JURY. EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, TO THE FULLEST EXTENT PERMITTED BY LAW, KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR OTHER LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS, THE ACCESS, USE AND INTERPRETATION OF THE INFORMATION IN THE ITEMS, THE SURVEYS OR ANY ACCESS PROVIDED BY MERCER OR ITS AFFILIATES. THE WAIVER APPLIES TO ANY ACTION OR LEGAL PROCEEDING, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. EACH PARTY AGREES NOT TO INCLUDE ANY EMPLOYEE, OFFICER, DIRECTOR OR TRUSTEE OF THE OTHER AS A PARTY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM RELATING TO SUCH DISPUTE.
Contact. Official Correspondence must be sent via postal mail to:
Office of the General Counsel
Attn: Mercer | Sirota Website Inquiries
1166 Avenue of the Americas
New York, New York 10036