This Agreement (the “Agreement”) explains the contractual agreement between the International Foundation of Employee Benefit Plans, Inc. (“International Foundation”) and you (“Company,” “you,” “your”). This Agreement governs your use of the online International Foundation Benefits Compensation Marketplace (the “Marketplace”) and transactions conducted through this Marketplace. In consideration of the mutual covenants and agreements of the parties contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
1. Background and Scope of Services. The Marketplace provides an online venue for companies to post information about their company and products and/or services.
2. Acceptance and Marketplace Registration. By using the Marketplace and/or becoming a “Registered User” (as defined below) you acknowledge your acceptance of the terms and conditions of this Agreement, without modification. If you do not accept this Agreement, you are not authorized to use the Marketplace. The term “Registered User” includes all individuals or entities who have submitted registration information to the Marketplace. By submitting registration information to the International Foundation, you are not guaranteed to be listed in the marketplace. Each Registered User agrees to provide accurate and truthful information about their business. The International Foundation reserves the right, but is not obligated, to reject, delete or modify some or all of any Registered User’s information or Marketplace listing at any time, for any reason in the International Foundation’s sole and absolute discretion.
3. Marketplace Restrictions and Conduct. The International Foundation does not endorse any information posted by Registered Users on the Marketplace and the International Foundation is not liable for any such information posted on the Marketplace or any services provided by any Registered User listed on the Marketplace, including but not limited to any information posted about you.
(a) You may not use any software, hardware, code or routine intended to damage or interfere with the proper working of the Marketplace or any transaction being conducted on our site, or to intercept or expropriate any system, data or personal information from the Marketplace.
(b) You may not take any action that imposes an unreasonable or disproportionately large load on our infrastructure.
(c) You are solely responsible for information that you post on our Marketplace including the information infringing on any third party rights. You grant us a nonexclusive, worldwide, perpetual, royalty free, irrevocable right to exercise all copyright and publicity rights with respect to this information.
4. Relationship and Obligations of Parties. No Registered User shall be considered the employee, agent, partner or joint venturer of the International Foundation and the International Foundation shall not be considered the employer, agent, partner or joint venturer of any Registered User.
5. Privacy and Confidentiality. Your use of the Marketplace and the services provided therein and thereby is governed by the terms of this Agreement and the International Foundation Privacy Policy (www.ifebp.org/AboutUs/Policies/Privacy+Policy.htm). It is your responsibility to review the International Foundation Privacy Policy (“Privacy Policy”). The Privacy Policy is posted on the Marketplace and may be updated from time to time. If at any time you are not in compliance with the Privacy Policy, we have the right to terminate your rights of use and access to the Marketplace and to terminate this Agreement.
6. Ownership. The Marketplace and all intellectual property rights related to the Marketplace, including but not limited to copyrights, trademarks, service marks and any feedback left by Registered Users on the Marketplace, are owned or licensed by us, and all right, title and interest in the Marketplace and the related intellectual property rights remain our property.
7. Warranties. The International Foundation does not warrant that the Marketplace will be available all the time or that your use of the Marketplace will be uninterrupted or error-free, or that your computer hardware and/or software, including web browsers and/or operating system, will be compatible with the Marketplace. THE SERVICES PROVIDED HEREUNDER ARE PROVIDED “AS IS,” WHERE IS, AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESSED OR IMPLIED, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE).
8. Limitation of Liability.
(a) IN NO EVENT SHALL THE INTERNATIONAL FOUNDATION BE LIABLE TO YOU OR ANY OTHER REGISTERED USER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES PURSUANT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) Notwithstanding any other provision of this Agreement, in no event will the International Foundation’s liability to you for any action or claim related to the Services provided under this Agreement, whether based on contract, tort, negligence, or any other theory of liability, exceed in the greater of: (A) $1000 or (B) the aggregate amount of Service Charges actually collected by the International Foundation from you for the Services to which the liability relates during the six (6) month period immediately preceding the determination of such liability.
9. Indemnification. You agree to defend, hold harmless and indemnify the International Foundation from and against any and all losses, costs, expenses, damages or other liabilities incurred by the International Foundation from and against any cause of action, claim, suit or proceeding brought by a third party against the International Foundation in connection with your use of the Marketplace including any payment obligations incurred through use of the Marketplace.
10. Assignment. The International Foundation has the right to transfer or assign this Agreement and the rights hereunder to any other person or entity without your consent. You do not have the right to assign or transfer this Agreement or any rights thereunder without our prior written consent. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the successors and permitted assigns of the parties hereto.
11. Governing Law and Jurisdiction. By using the Marketplace, you agree that this Agreement and your use of the Marketplace, and the services offered therein and thereby, shall be governed in all respects by the internal substantive laws of the State of Wisconsin, without regard to conflict of laws provisions and shall not be governed by the United Nations Convention on the International Sale of Goods. You further submit to jurisdiction and venue in the state and federal courts located in Milwaukee County of Wisconsin and claims regarding your use of Marketplace shall be brought by you exclusively in a state or federal court located in Milwaukee County or the Eastern District of Wisconsin.
12. Miscellaneous.
(a) This Agreement, and all writings, web pages, agreements and policies incorporated herein, contains the entire Agreement between the parties and supersedes any prior agreement, whether oral or in writing, with respect to the subject matter of this Agreement. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of both parties.
(b) If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and the remaining provisions enforced. Failure of either party to act or exercise its respective rights under this Agreement upon the breach of any other terms hereof by the other party shall not be construed as a waiver of such a breach.
(c) Neither of the parties to this Agreement shall be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party shall be extended by the period of such delay.
(d) You must comply with all applicable laws, statutes, ordinances and regulations regarding the Marketplace. You are responsible for paying all applicable fees and taxes you incur in connection with access to our servers and our Marketplace.
(e) All notices required or permitted to be given under this Agreement, shall be in writing and shall be deemed to have been duly given if delivered by email or registered or certified mail, or courier to the addresses set forth below or to such other address as any party shall designate by notice in writing.
Send notices to:Ronaelle Carlson, Sales Director18700 W. Bluemound Rd.Brookfield, WI 53045