Released: November, 2015
PLEASE READ THESE TERMS AND CONDITIONS OF USE ("Terms") BEFORE USING THIS SITE. By continuing to access or use this Mercer LLC website, or any service on this site, you signify your acceptance of the Terms. Mercer LLC (“Company”) owns and operates this Site on behalf of itself and its subsidiaries around the world (collectively the “Mercer Companies”) to provide information and online services to its users for the Mercer Companies (the “Service”). From time to time, Company may modify the Terms. Accordingly, please continue to review the Terms whenever accessing or using this site. Your use of this Site, or any Service on this Site, after the posting of modifications to the Terms will constitute your acceptance of the Terms, as modified. If, at any time, you do not wish to accept the Terms, you may not use this Site. Any terms or conditions proposed by you that are in addition to or which conflict with the Terms are expressly rejected by Company and shall be of no force or effect.
1. User Assent to Terms and Conditions of Use. You represent that you have read and agree to be bound by the 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.
2. Intellectual Property. This website, including but not limited to text, content, photographs, video, audio and graphics (the "Site"), 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 the Company 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.
3. Authorized Use; Restrictions on Use. You may not use the Site for any illegal purpose or in any manner inconsistent with the Terms. You agree to use the Site solely for the use and benefit of you and your own organization, and not for resale or other transfer to, or use by or for the benefit of, any other person or entity. 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 Company. You acknowledge that the Site has been developed, compiled, prepared, revised, selected and arranged by Company and others (including certain other information sources) through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money and constitutes valuable intellectual property and trade secrets of Company and such others. You agree to protect the proprietary rights of Company and all others having rights in the Site during and after the term of this agreement and to comply with all reasonable written requests made by Company or its suppliers of content, equipment or otherwise ("Suppliers") to protect their and others’ contractual, statutory and common law rights in the Site. You agree to notify Company in writing promptly upon becoming aware of any unauthorized access or use of the Site by any party or of any claim that the Site infringes upon any copyright, trademark or other contractual, statutory or common law rights.
4. Further Restrictions on Use. YOU MAY NOT COPY, REPRODUCE, RECOMPILE, DECOMPILE, DISASSEMBLE, REVERSE ENGINEER, DISTRIBUTE, PUBLISH, DISPLAY, PERFORM, MODIFY, UPLOAD TO, CREATE DERIVATIVE WORKS FROM, TRANSMIT OR IN ANY WAY EXPLOIT ANY PART OF THE SITE, EXCEPT THAT YOU MAY DOWNLOAD MATERIAL FROM THE SITE AND/OR PRINT A REASONABLE NUMBER OF COPIES FOR YOUR PERSONAL USE OR USE WITHIN YOUR ORGANIZATION, PROVIDED THAT ALL COPIES RETAIN ALL COPYRIGHT AND OTHER PROPRIETARY NOTICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE ANALYSIS AND PRESENTATION INCLUDED IN THE SITE MAY NOT BE RECIRCULATED, REDISTRIBUTED OR PUBLISHED BY YOU WITHOUT THE COMPANY’S PRIOR WRITTEN CONSENT. MODIFICATION OF THE SITE’S CONTENT IS A VIOLATION OF COMPANY’S COPYRIGHT AND OTHER PROPRIETARY RIGHTS. ADDITIONALLY, YOU MAY NOT OFFER ANY PART OF THE SITE FOR SALE OR DISTRIBUTE IT OVER ANY MEDIUM INCLUDING BUT NOT LIMITED TO OVER-THE-AIR TELEVISION OR RADIO BROADCAST, A COMPUTER NETWORK OR HYPERLINK FRAMING ON THE INTERNET WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY. THE SITE AND THE INFORMATION CONTAINED THEREIN MAY NOT BE USED TO CONSTRUCT A DATABASE OF ANY KIND, NOR MAY THE SITE BE STORED (IN ITS ENTIRETY OR IN ANY PART) IN DATABASES FOR ACCESS BY YOU OR ANY THIRD PARTY OR TO DISTRIBUTE ANY DATABASE SITES CONTAINING ALL OR PART OF THE SITE. YOU MAY NOT USE THE SITE IN ANY WAY TO IMPROVE THE QUALITY OF ANY DATA SOLD OR CONTRIBUTED BY YOU TO ANY THIRD PARTY. YOU MAY NOT USE ANY OF THE TRADE-NAMES, TRADE-MARKS, SITE-MARKS AND LOGOS DISPLAYED ON THE SITE (COLLECTIVELY "MARKS"), EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS. NOTHING APPEARING ON THE SITE OR ELSEWHERE SHALL BE CONSTRUED AS GRANTING, BY IMPLICATION, ESTOPPEL, OR OTHERWISE, ANY LICENSE OR RIGHT TO USE ANY MARKS. YOU WILL NOT USE THE SITE, THE INFORMATION CONTAINED THEREIN OR ANY OF COMPANY’S NAMES OR MARKS IN UNSOLICITED MAILINGS OR SPAM MATERIAL AND WILL NOT SPAM OR SEND UNSOLICITED MAILINGS TO ANY PERSON OR ENTITY USING THE SITE.
5. Communication Services. This site may contain news groups, forums, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, "Communication Services"). You may be required to register to use the Communication Services. You agree to maintain the confidentiality of your password as a result of your registration, and you agree not to disclose it to any other individual or entity. You agree that you are fully responsible for maintaining the confidentiality of your password and that you will be responsible for any breach of this obligation, including any damages which flow from, or are connected to, such breach, without limitation. You agree that you are fully responsible for all activities that occur under your password. You also agree to contact Company immediately if you have any reason to believe that your password has been compromised.
You agree that you are responsible for any content you post or otherwise submit through the Communication Services, including its legality, reliability, appropriateness, originality and copyright. You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:
Company has no obligation to monitor the Communication Services. However, Company reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Company reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.
Company will manage any personal information it collects via this Site in accordance with its Privacy Statement at https://www.mercer.com/privacy.html. In accordance with its Privacy Statement, Company reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Company’s sole discretion.
Company does not claim ownership of the materials you provide to Company (including feedback and suggestions) or post, upload, input or submit to any Communication Services (collectively "Submissions"); however, by posting, uploading, inputting, providing or submitting your Submission you are granting Company, its affiliated companies, sublicensees and other users of this Site permission to use your Submission in connection with the operation of their businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.
No compensation will be paid with respect to the use of your Submission, as provided herein. Company is under no obligation to post or use any Submission you may provide and may remove or edit any Submission at any time in Company’s sole discretion.
By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.
6. License. You acquire no rights or licenses in or to the Site and materials contained therein other than the limited right to utilize the Site in accordance with the Terms.
7. Linking And Framing. Company prohibits caching the Site, unauthorized hypertext links to this Site, and the framing of any materials available through this Site. Company reserves the right to disable any unauthorized links or frames and specifically disclaims any responsibility for the contents of any other Internet sites linked to this Site. Other internet sites which are linked to the Site have their own terms and conditions of use and privacy policies. Access to any other Internet sites linked to the Site is at your own risk and Company expressly disclaims any and all liability related to such websites.
8. Linking. Without specific, written consent by Company, you specifically may not link to this Site, either the home page or to any other page that is located one or several levels down from the home page ("deep link"), nor are you permitted to bring up or present content of this site within another website ("frame").
9. Rights Reserved. All present and future rights in and to trade secrets, patents, copyrights, trade names, trademarks, service marks, databases, know-how and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to the Site (the "IP Rights") shall, as between you and Company, at all times be and remain the sole and exclusive property of Company. All present and future rights in and title to the Site (including the right to exploit the Site and any portions of the Site over any present or future technology) are reserved to Company.
10. Disclaimer and Limitation of Liability. The information contained on this Site provides only a general overview of subjects covered, is not intended to be taken as advice regarding any individual situation, and should not be relied upon as such and does not constitute and is not a substitute for obtaining your own tax or legal advice. You should consult your insurance and legal advisors regarding specific coverage issues. All insurance coverage is subject to the terms, conditions, and exclusions of the applicable individual policies. Company cannot provide any assurance that insurance can be obtained for any particular client or for any particular risk.
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, or any documents on the Site (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, including, but not limited to, implied representations, warranties or conditions of merchantability, non-infringement, title, fitness for a particular purpose or use, performance, availability, timeliness, accuracy or completeness. Company does not warrant that the Site is compatible with your equipment or is free of errors or viruses, worms or "Trojan horses" and is not liable for any damage you may suffer as a result of such destructive features. You agree that Company, 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 Company, its employees, subcontractors, agents, Suppliers or otherwise arising in connection with the Site; 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; or (iii) any reliance you place on the Items without our express consent.
Links from or to websites outside the Site are meant for convenience only. Company does not review, endorse, approve or control, and is not responsible for any sites linked from or to the mercer.com site, the content of those sites, the third parties named therein, or their products and services. Linking to any other site is at your sole risk and Company will not be responsible or liable for any damages in connection with linking. The content of other websites, services, goods or advertisements that may be linked to the Site is not maintained or controlled by Company. Links to downloadable software sites are for convenience only and Company is not responsible or liable for any difficulties or consequences associated with downloading the software. Company is therefore not responsible for the availability, content or accuracy of other websites, services or goods that may be linked to, or advertised on, the Site. Company does not: (a) make any warranty, express or implied, with respect to the use of the links provided on, or to, the Site; (b) guarantee the accuracy, completeness, usefulness or adequacy of any other websites, services, goods or advertisements that may be linked to the Site; or (c) make any endorsement, express or implied, of any other websites, services, goods or advertisements that may be linked to the Site. Company is also not responsible for the reliability or continued availability of the telephone lines and equipment you use to access the Site. You understand that Company and/or third-party contributors to the Site may choose at any time to inhibit or prohibit their content from being accessed under the Terms.
11. Limitation of Liability. YOU AGREE THAT UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL COMPANY, 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 EVEN IF AN AUTHORIZED REPRESENTATIVE OF COMPANY HAS BEEN ADVISED SPECIFICALLY OF THE POSSIBILITY OF SUCH DAMAGES, ARISING FROM USE OF OR INABILITY TO USE THE SITE OR ANY LINKS OR ITEMS ON THE SITE OR ANY PROVISION OF THE TERMS, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. THIS LIMITATION ON LIABILITY INCLUDES, BUT IS NOT LIMITED TO, THE TRANSMISSION OF ANY VIRUSES WHICH MAY INFECT A USER'S EQUIPMENT, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES, UNAUTHORIZED ACCESS, OR ANY FORCE MAJEURE. COMPANY CANNOT AND DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE SITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN DAMAGES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS WHICH VARY FROM COUNTRY TO COUNTRY. ANY RIGHTS WHICH YOU MAY HAVE AS A RESULT OF THE APPLICATION OF APPLICABLE LAWS IN THESE JURISDICTIONS SHALL NOT BE AFFECTED BY THIS DISCLAIMER OF LIABILITY.
12. Representations and Warranties. 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.
13. Indemnification. You agree, at your own expense, to indemnify, defend and hold harmless Company 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 Right (as herein defined) 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.
14. Termination. Either you or Company 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 from Company if Company 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 Company, you must promptly destroy all materials obtained from the Site and any copies thereof. Sections 2, 3, 7, 5, 8, 9, 10, 11, 12, 14, 15, 19 and 21 shall survive any termination of these Terms.
15. Governing Law. These 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.
16. Access Outside the United States. If you choose to access the Site from outside the United States, you are responsible for compliance with foreign and local laws. Company shall not provide insurance or reinsurance broking, risk consulting, claims or other services or provide any benefit to the extent that the provision of such services or benefit would violate applicable law or expose Company or its affiliates to any sanction, prohibition or restriction under UN Security Council Resolutions or under other trade or economic sanctions, laws or regulations By using the Site, you represent and warrant that you are in compliance with all local and foreign laws.
17. Miscellaneous. Official Correspondence must be sent via postal mail to:
Office of the General Counsel
Attn: Website Inquiries
1166 Avenue of the Americas,
New York, New York 10036
19. Severability. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed to be severed from the rest of these Terms and shall not affect the legality, validity and enforceability of any remaining provisions.
20. No Assignment. The provisions of these Terms will inure to the benefit of and be binding upon each of Company and its successors and assigns and related persons, and you and your heirs, executors, administrators, successors, permitted assigns, and personal representatives. You may not assign these Terms or your rights and obligations under these Terms without the express prior written consent of Company which may be withheld in Company’s sole discretion. Company may assign these Terms and its rights and obligations under these Terms without your consent.
21. No Waiver. No consent or waiver by either party to or of any breach or default by the other party in its performance of its obligations under these Terms will be deemed or construed to be a consent to or waiver of a continuing breach or default or any other breach or default of those or any other obligations of that party. No consent or waiver will be effective unless in writing and signed by both parties.
22. Copyright Agent
Mercer’s Copyright Agent for Notice of claims of copyright infringement can be reached at: Mercer WorkforcePro LLC, 1166 Avenue of the Americas, New York, NY, 10036-2708, United States, Attn: Legal Department. Mercer’s Copyright Agent can also be reached by telephone at 212-345-5000.
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:
(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the 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 this Site;
(d) 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, 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.
ADDITIONAL TERMS AND CONDITIONS FOR USE & ACCESS TO PFAROE
1. You have agreed to use and requested access to the “Pfaroe” software produced by a third party, Risk First Limited (“Software”) as part of the services we provide to you. As the Software is developed, hosted, and/or maintained by a third party (“Third Party Developer”), you agree that the following additional terms shall apply. Our services to you shall remain as defined in our contract with you and which terms and conditions shall continue to be legally binding on both parties and in full force and effect, in addition to these additional terms. For the avoidance of doubt, if the Software is not used to provide services to you, these terms below shall not apply to you.
1.1. You consent to the use of the Software by us.
1.2. We warrant that we have a licence to use the Software and that the services we provide to you by using the Software will be in accordance with the terms of our licence.
1.3. You shall not disclose or share your access to the Software with any third party.
1.4. We do not warrant that:
1.4.1. the operation of the Software will be uninterrupted or error free;
1.4.2. the Software is suitable in any specific situation or for any specific application unless we otherwise confirm as such in writing to you; or
1.4.3. the functions or facilities of the Software we are licenced to use cover all the functionalities of the Software that you might wish to access; or
1.4.4. the functions or facilities of the Software will meet all of your requirements.
1.5. In the absence of fraud or dishonesty, we shall have no liability for losses which relate to or arise from:
1.5.1 any errors, omissions or delays caused by the Software;
1.5.2 any incorrect use of the Software by you, your agents, subcontractors or other service providers;
1.5.3 any incorrect use of the Software by Third Party Developer, its officers, employees or subcontractors;
1.5.4 your use of the Software without our involvement or any reliance you place on the Software or its outputs without our advice;
1.5.5 any security or data breaches which relate to or arise from any use or manipulation of the Software by you, your staff, your agents, subcontractors or other service providers;
1.5.6 Third Party Developer:
18.104.22.168 terminating its licence with you or us for any reason other than due to a breach by us of the terms of our licence;
22.214.171.124 breaching the terms of its licence to us; or
126.96.36.199 taking any action in connection with entering administration, provisional liquidation or any composition or arrangement with its creditors, being wound up, having a receiver appointed to any of its assets or ceasing to carry on business.
1.6. In the event that you, your staff, agents or contractors access the Software by using our licence to the Software, you shall comply with all reasonable requests and requirements we make in order to comply with the terms of our licence with Third Party Developer.
1.7. In the event we determine that the outputs from the Software do not provide adequate information required for statutory valuation disclosures or other regulatory requirements, we may need to use additional Mercer tools or services to complete the services, which may result in additional fees being incurred by you, which would be agreed with you in advance.
1.8. The use of any other Software developed, licenced or otherwise provided by a Third Party Developer, in addition to updates or modifications to existing Software, will also be governed by these terms and conditions in addition to the other terms of our engagement letter or contract with you.