User Agreement for National Worksite Benefits Group Service
This User Agreement (the “Agreement”) describes the terms and conditions on which National Worksite Benefits Group (“NWBG,” “we” or “us”) will provide to you, and you agree to accept, our services, and allows you to access the web portal located at www.acaessentials.com (the “Portal”). If you do not agree to the terms of this Agreement, then you will not be entitled to access the services or the Portal provided by us.
This Agreement is a contract between you and NWBG and applies to your use of the Portal, including, but not limited to, all materials, content and resources contained thereon, and your ability to view, search and download such materials, content and resources (collectively, the “Service”). NWBG reserves the right to discontinue your access to the Service for non-compliance with this Agreement. The Service is not available to minors or to anyone under 18 years old. You hereby confirm that (a) you are 18 years of age or older, (b) have the legal capacity to enter into a binding contract, and (c) by accepting this Agreement or accessing the Service, you have agreed to be bound by the terms and conditions of this Agreement.
1. Registration and Account Creation. As part of the registration and account creation process required to obtain access to NWBG’s Service, you will select a user ID (username / email address) and a password. You will provide NWBG with certain registration information, all of which must be accurate and complete. You will be solely responsible for maintaining the confidentiality of your password and for all usage or activity on your NWBG account. User IDs and passwords should not be shared, and you are prohibited from allowing others to gain access to the Service through your account. You expressly agree that your account is for you alone. NWBG reserves the right, from time to time, to audit your account to confirm that you are using it in accordance with this Agreement. Your use of the Service for the benefit of others will result in (a) additional charges to you, and (b) may also, at NWBG’s option, result in immediate termination of your access to the Service. The foregoing shall be in addition to, and not in lieu of, all other rights and remedies available to NWBG.
- Payment. In exchange for your use of and access to NWBG’s Service, you confirm that you will pay to NWBG the charges therefore as prescribed herein. You acknowledge that you are responsible for payment, including applicable taxes incurred through your account at the rates set forth on the “payment page” available to you when create a NWBG account, and periodically thereafter upon renewal of your account on a annual basis. Upon each renewal of your account, the rates hereunder may increase, which increase shall be reflected in your renewal payment.
- Account Renewals; Cancellation. NWBG will automatically renew and charge your account on a annual basis. You may cancel your use of the Service and/or terminate your account without cause at any time by providing written notice to NWBG. NWBG will cancel your account upon receipt of such written notification; however, fees paid for the then-current term are non-refundable.
- Modifications. NWBG reserves the right to modify or discontinue the Service (or any part thereof) with or without notice to you. NWBG shall not be liable to you or any third party for any modification, suspension or discontinuance of the Service. If NWBG discontinues the Service (and such discontinuation is not the result of a cancellation due to your breach of this Agreement), NWBG will return to you the prorated payment for the balance of the year in which such discontinuation occurs.
- User Representations and Warranties.
You represent and warrant to all of the following:
(a) Your use of the Service is for your use only.
(b) All information in your user account shall be accurate and truthful. You shall not impersonate any person or entity, or falsely state or otherwise misrepresent yourself or your affiliation with any group, person or entity.
(c) You shall not attempt to obtain in any manner any personal information from any other person.
(d) You shall not make publicly available or distribute to any third party any personally identifiable or credit information about any user of the Service, including, without limitation, addresses, phone numbers, e-mail addresses, credit card numbers and Social Security numbers.
(e) You shall not impair, disable or otherwise adversely affect the Service or the functionality or operation of the Service, including, without limitation, posting or uploading any materials that contain viruses, code, files or programs. You shall not use nay spiders, automated programs, scripts, robots or any similar devices that affect the Service.
- Ownership of Content; License.
All materials contained in the Service, including, without limitation, all information, data, content, format, names, logos, trademarks, service marks, images, documents, graphics, photographs, illustrations, artwork, audio clips, video clips, software, and other elements making up the Service (the “Content”) are owned or licensed by NWBG. NWBG authorizes you to view or download the materials made available through the Service solely for your personal, noncommercial use, so long as you do not remove any copyright or other proprietary rights notices that are contained in the materials. Except as otherwise set forth in the preceding sentence, no Content may be copied, reproduced, republished, downloaded, posted, transmitted, or distributed in any way, or otherwise used for any purpose, without the prior written permission of NWBG or the intellectual property owner. Any infringing or unauthorized use of the Content, any attempt to modify any Content (in hard copy or electronic form), or use of the Content for other than its intended purposed is expressly prohibited. It is illegal to sell or give away any materials made available to you by NWBG.
8. Links to Third-Party Sites. The Service may contain links to websites controlled by parties other than NWBG (each, a “Third Party Site”). NWBG may work with partners and affiliates whose sites are linked with the Service. NWBG, through the Service, may also provide links to other citations or resources with whom it is not affiliated. NWBG is not responsible for and does not endorse or accept any responsibility for the availability, contents, products, services or use of any Third Party Site, any website accessed from a Third Party Site or any changes or updates to such sites. NWBG makes no guarantees about the content or quality of the products or services provided by such sites. NWBG is not responsible for webcasting or any other form of transmission received from any Third Party Site. NWBG is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by NWBG of the Third Party Site, nor does it imply that NWBG sponsors, is affiliated or associated with, guarantees, or is legally authorized to use any trade name, registered trademark, logo, legal or official seal, or copyrighted symbol that may be reflected in the links. You acknowledge that you bear all risks associated with access to and use of content provided on a Third Party Site and agree that NWBG is not responsible for any loss or damage of any sort you may incur from dealing with a third party. You should contact the site administrator for the applicable Third Party Site if you have any concerns regarding such links or the content located on any such Third Party Site.
- No Warranty. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT:
(a) NWBG strives to keep its Content accurate, current and up-to-date. However, because the law changes rapidly, NWBG cannot guarantee that all of the Content available through the Service is completely current. The law may be subject to interpretation by different courts. Furthermore, the legal information contained through the Service is not legal advice and is not guaranteed to be correct, complete or up-to-date. Therefore, if you need legal advice for your specific situation, you should consult a licensed attorney.
(b) Neither the Service nor the Content is intended to create any attorney-client relationship, and your use of the Service does not and will not create an attorney-client relationship between you and NWBG.
(c) YOUR USE OF THE SERVICE AND THE CONTENT IS AT YOUR SOLE RISK. THE SERVICE AND CONTENT ARE PROVIDED ON AN “AS IS,” “WHERE IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, NWBG EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THE RIGHTS OF THIRD PARTIES.
(d) NWBG MAKES NO WARRANTY THAT (i) THE SERVICE OR CONTENT WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR THE CONTENT WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY INFORMATION, MATERIALS OR OTHER CONTENT PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, (v) ANY ERRORS IN THE SERVICE OR THE CONTENT WILL BE CORRECTED, OR (vi) THE SERVICE, ITS CONTENT, AND THE SERVERS ON WHICH THE SERVICE AND CONTENT ARE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
(e) ANY MATERIALS OR OTHER CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FORM THE DOWNLOAD OF ANY SUCH MATERIALS OR CONTENT.
(f) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NWBG OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
(g) THE CONTENT IS FOR INFORMATIONAL PURPOSES ONLY. Reliance on any information or other content provided by or via the service is solely at your own risk.
10. LIMITATION OF LIABILITY. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL NWBG (INCLUDING, WITHOUT LIMITATION, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES AND ANY PARTY CONTROLLING, CONTROLLED BY OR UNDER COMMON CONTROL WITH NWBG) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING TORT CLAIMS OR LIABILITY FOR DAMAGES TO YOUR COMPUTER HARDWARE OR DATA), EVEN IF NWBG HAS BEEN ADVISED OF OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM THE USE OF OR THE INABLITY TO USE THE SERVICE OR ANY OTHER MATTER RELATING TO THE SERVICE. EXCEPT AS PROHIBITED BY LAW, IF THERE IS LIABILITY FOUND ON THE PART OF NWBG, IT WILL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SERVICE IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE PRIOR LIMITATION OR EXCLUSION OF SAME MAY NOT APPLY TO YOU.
11. Indemnification. You agree to indemnify, defend and hold NWBG, its parent, subsidiaries, affiliates, officers, directors, employees, licensors and third party providers harmless from and against any and all claims, liabilities, losses, costs and expenses (including reasonable attorney’s fees and costs) arising out of, based on, or in connection with your access to and/or use of the Service or your breach of this Agreement.
12. Restrictions on Use and Legal Compliance. You may not use the Service or the Content for any illegal purpose or in any manner inconsistent with this Agreement. You shall comply with all applicable United States and international laws, statutes, ordinances, regulations, contracts and applicable licenses regarding your use of our Service.
You agree that you will not use any robot, spider, other automatic device or program, or manual process to monitor or copy any information or materials on the Service, other than manual copying for your own personal and non-commercial use as permitted by this Agreement. You agree to not interfere or attempt to interfere with the proper operation of the Service, including through the use of any device, software or routine.
13. Communications and Notices. You consent to receive all notices and other communications from us electronically. We may communicate with you by email or by posting notices to the Service. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing. NWBG reserves the right, but assumes no obligation, to provide communications in paper format.
14. Assignability. Your right to use the Service and the materials within the Content is personal to you and you may not sublicense, transfer, sell or assign this Agreement to any third party without our prior written approval, which may be withheld in our sole discretion. Any attempt by you to assign this Agreement or your password or user account in violation of this Agreement will be void and may result in the cancellation of your account without the return of fees. You agree that this Agreement is freely assignable by NWBG.
15. Entire Agreement and Severability. This Agreement constitutes the entire agreement between you and NWBG with respect to your access to and use of the Service and the Content. If any provision of this Agreement is found invalid or unenforceable, the provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in force. You agree that regardless of any statute or law to the contrary, any claim or cause of action brought by you which arises out of or relates to your access to or use of the Service or the Content must be filed within one (1) year after such claim or cause of action arose or be forever barred.
- Dispute Resolution. NWBG AND YOU EACH AGREE THAT ANY AND ALL CLAIMS OR DISPUTES IN ANY WAY RELATED TO OR CONCERNING THE AGREEMENT, OR OUR SERVICE OR CONTENT, WILL BE RESOLVED BY BINDING ARBITRATION. NWBG and you each also agree that the Agreement affects interstate commerce so that the Federal Arbitration Act and federal arbitration law apply (despite the choice of law provision in SECTION 17, BELOW). THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. THE ARBITRATOR MUST FOLLOW THIS AGREEMENT AND CAN AWARD THE SAME DAMAGES AND RELIEF AS A COURT.
For all disputes, you must first give us an opportunity to resolve your claim by sending a written description of your claim to the following address: 47 Water Street, Hallowell, ME 04347. NWBG and you each agree to negotiate your claim in good faith. If NWBG and you are unable to resolve the claim within 60 days after NWBG receives your claim description, you may pursue your claim in arbitration.
Either you or NWBG may initiate arbitration proceedings. The American Arbitration Association (“AAA”) will arbitrate all disputes. The AAA’s Expedited Commercial Arbitration Rules will apply. The AAA rules are available at www.adr.org. Upon filing of the arbitration demand, NWBG and you will share equally all filing, administration and arbitrator fees. An arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief and attorneys’ fees.
CLASS ACTION WAIVER. NWBG AND YOU EACH AGREE THAT ANY ARBITRATION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A MEMBER IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. Neither you, nor any other NWBG customer, can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding against NWBG.
17. Choice of Law. The substantive laws of the State of Maine shall govern this Agreement as though this Agreement was entered into, and was to be entirely performed within, the State of Maine. Notwithstanding Section 16 above, you acknowledge and agree that NWBG has the right to seek injunctive relief (including preliminary and temporary relief) in any court of competent jurisdiction to protect its proprietary rights or to prevent any unauthorized use of the Service or the Content, without the need to post a bond or prove actual damages.
18. Survival. The provisions of this Agreement which by their sense and context are intended to survive the termination of this Agreement shall so survive and continue to bind the parties.
EACH OF THE PARTIES HERETO HAS READ AND UNDERSTANDS THIS AGREEMENT AND AGREES TO BE BOUND BY ALL OF ITS TERMS.