You are a "Customer" of Employer Compliance & Resource Center, LLC and our web-based, file based or hard copy document services (the "Services").
Any individual Representative does hereby represent and warrant that he or she has entered into such agreement on Customer's behalf with full authority to do so. Any Representative is also bound by all the terms and restrictions that apply to the Customer hereunder.
You will be required to insert the name and employer identification number (the "Employer Data") for any Employer whether that Employer is you or a Client of yours.
Employer Compliance & Resource Center, LLC ("ECRC") a Massachusetts limited liability corporation that owns and operates the website with the domain name: EmployerCompliancedocs.com (the "Website").
We require that any Customer be at least eighteen (18) years of age. By using the Services, you represent and warrant that you are at least eighteen (18) years of age and that your use of the Services does not violate any applicable law or regulation. Your right to use our Services may be terminated without warning, if we have reason to believe you are less than eighteen (18) years of age.
"Content" means any and all text, graphics, photographs, software applications, software code, audio and video on the Website, including, but not limited to, articles, Documents and Forms.
"Documents" means completed documents, and templates for completing documents, required by or provided to comply with ERISA, including, but not limited to, Plan Documents, resolutions, proposed notes, Wrap SPDs, Resolutions or EDPs.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.
"Forms" mean electronic forms that can be used on our Website to create Documents.
"Plan Sponsor" means the sponsor of the Plan as defined in ERISA Section 3(16)(B) and any applicable regulations thereunder.
"Plan(s)" means the plan, fund(s), or program(s) established or maintained for the purpose of providing Plan Participants, through the purchase of insurance or otherwise, with "welfare plan" benefits described in ERISA Section 3(1) and any applicable regulations thereunder, which does not include pension plan benefits as described in ERISA Section 3(2).
"Plan Participants" means employees, former employees and beneficiaries who participate in the employers Health and Welfare Plan(s).
"SPD(s)" means summary plan description(s) as described in ERISA Section 102 and any applicable regulations thereunder.
"Term" means the period during which you may use or obtain additional or revised Documents by purchase or otherwise. Notwithstanding the foregoing including any termination, your right to use a Document you have purchased continues for so long as you comply with the license granted by this Agreement, including, but not limited to, complying with the restrictions and provisions as set forth in this Agreement.
Charges are based upon the particular Compliance Package of Documents and Services being provided or generated for a particular Customer or Client. Changes to the Documents may be required because of changes made by an Employer or changes in applicable law. Our rates for purchases of Documents are provided on our Website and may be changed from time to time at our sole and complete discretion.
In connection with any purchase, you agree to provide our credit card processor or us, as the case may be, with valid credit card information. Any individual using a credit card represents and warrants that he or she is authorized to use such credit card and that any and all charges may be billed to such credit card and will not be rejected.
You shall be responsible for any costs incurred by ECRC regarding or related to any rejected or not accepted charge, including any surcharge, fee, or the costs of collection, including reasonable attorney's fees. You are responsible for all charges pursuant to the terms and conditions hereof and in the event that any amount is not paid when due. You are responsible for interest at the rate of 1 ½% per month until the charges and amounts are paid together with cost, expenses, and reasonable attorney's fees incurred by ECRC in the collection or in enforcing of payments due hereunder.
All intellectual property rights in Content, including, but not limited to, all information, software, services, and documents such as Plan Documents, Wrap Summary Plan Descriptions ("SPDs"), are the exclusive property of ECRC and are protected by applicable law. In this regard ECRC owns any and all rights in the Website and the Content, including, but not limited to, any and all copyright, patent, trade secret, trademark, trade dress and service mark rights.
The intellectual property relating to all site design, text, graphics, and the selection and arrangement thereof and all other Content are the property of ECRC. Our website http://www.employercompliancedocs.com, contains its logo, and other service marks and/or trademarks of ECRC, certain images and text, page headers, custom graphics and customized button icons may be protected as trade dress.
By using this site, you consent to receiving electronic notifications from ECRC. These communications will consist of notices about your account and information related to our Services and Content, including electronic delivery of purchased Documents. You agree that any notice, agreements or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. Any notice to you will be effective when sent to the last email or physical address you have given us or posted on our Website. Any notice to us will be effective when delivered to us with a copy to our outside counsel: Mr. John Gallant Esq., Gallant & Ervin, LLC, One Olde North Road, Chelmsford, MA 01824 or firstname.lastname@example.org or such replacement addresses as we may later provide on the Website. You further agree to allow us to provide and establish cookies or connections to your computers and devices for the purposes of communications and updates.
ECRC does not and cannot guaranty that all Documents, Forms and other Content are always up-to-date and compliant with all applicable laws, but does and will make commercially reasonable efforts to create Content that is, and keep its Content, current and compliant. It is your responsibility to use all Content, including Documents and other Forms, properly, correctly and provide accurate and complete information when asked. In order to use our compliance services, including Documents and other Forms, you may be asked to provide information about you, your Client or a Plan. You agree that any such information, and all other information you provide to us, will be correct and accurate when provided and kept up-to-date.
You are responsible for providing accurate and complete information used to produce any and all Documents and to assure that any Document that relates to a Plan, created is formally adopted by its Plan Sponsor. You acknowledge that any arrangement included under any Plans must be operated in accordance with its terms and applicable law.
You are responsible for maintaining the confidentiality of any passwords or discount codes associated with your account.
You are ultimately responsible for assuring that Documents you obtain from us are in compliance with applicable law and for avoiding errors or mistakes caused by any act or omission of you or anyone else acting on your behalf.
You are responsible for maintaining and updating all insurance policies, contracts and documentation that make up component benefits of any Plan.
You are responsible for any error or mistake caused by an act or omission by you, an employer, a Client, a Plan Sponsor, or any other party.
You are sole responsible for the proper distribution of all documents and notices as required by State, Federal and applicable provisions of ERISA
There is no circumstance in which you will be entitled to a refund from us or be permitted to return used or unused Documents.
ECRC hereby grants you permission to download, view, copy, print, and upload the Documents you keep on your computer for distribution to your Plan Participants, your Clients, Plan Participants of your Clients (or the website you host for your Plan Participants or that your Client hosts for its own Plan Participants) or to governmental entities which request such Documents or to which you are required to provide such Documents. You agree (i) that any copyright, service mark and trademark notice appearing below will appear in the Documents and (ii) that the Documents will not be used on any other Web site. Your right and limited license to copy, modify, display and distribute Documents as set forth herein and to use our Forms and other Content, terminates immediately in the event you violate the terms of this Agreement.
We are giving you only a restricted, nonexclusive limited license to use our Documents subject to all of the restrictions and terms set forth herein.
You agree and acknowledge that before you may use our Services for the benefit of a Client, you are required to provide complete and accurate Employer Data for that Client. In that regard, the provided employer EIN number for that Client is automatically incorporated into the Documents we provide to you. You agree to abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any content you provide or transmit or that is provided or transmitted using your ECRC documents or value added services.
You are permitted to use the Documents, Forms and other Content only for your own internal business use, unless you are a broker, consultant, attorney, accountant or other professional, in which event you may use any of such Content for any Client for which you provided us with Employer Information including a separate employer EIN identification number. You acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Documents in any manner, except as expressly permitted. In this regard, you will not, and you will not permit anyone else to, use any such documents, forms or other content to create a competitive product. You shall not remove any copyright notice from, or change the employer identification number in any Document.
By purchasing Documents, you agree that the Documents you purchase may only be used by you or for your specified Client's business use and may not be sold or redistributed without the express written consent of ECRC.
You are responsible for assuring that your employees and independent contractors, who act on your behalf, comply with all the restrictions, terms and limitations that apply to you set forth in this Agreement and that they do not exceed the scope of the limited license granted.
The following plans may be subject to ERISA, but we do not recommend using the Documents provided, or generated through our website, (sometimes referred to as the "ERISA Compliance Package") for them.
(Please contact us and we will put you in touch with our ERISA attorneys for guidance.)
The Documents produced through our website or directly by ECRC are intended (but are not guaranteed) to comply with the applicable disclosure requirements of the Employee Retirement Income Security Act of 1974 ("ERISA"), as may be amended from time to time. The user is solely responsible for determining whether the Documents prepared through our website or received directly from ECRC accurately reflect the Plan Sponsor's intent and comply with such applicable legal requirements. ECRC is not a law firm and is not rendering any legal, tax, or accounting advice to any user of our services. ECRC has no attorney-client relationship with you or your Client and does not express any opinions as to the legal effect or sufficiency of any Document created through our website or directly by ECRC or any comments or opinions made by its employees. Please consult with your own legal counsel to review any Documents created at this site and to ensure compliance with ERISA and all applicable laws and regulations.
The services we provide apply only to the ERISA laws of the United States and no other use is contemplated.
THE WEBSITE AND ALL CONTENT, INCLUDING, BUT NOT LIMITED TO, DOCUMENTS AND FORMS, PROVIDED ON OR THROUGH YOUR USE OF THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, EMPLOYER COMPLIANCE & RESOURCE CENTER, LLC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
EMPLOYER COMPLIANCE & RESOURCE CENTER, LLC MAKES NO WARRANTY THAT: (A) THE WEBSITE OR THE MATERIALS YOU OBTAIN DIRECTLY WILL MEET YOUR REQUIREMENTS; (B) THE SITE OR THE MATERIALS WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, OR ANY DOCUMENTS OFFERED DIRECTLY OR THROUGH THE SITE, WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER CONTENT PURCHASED OR OBTAINED BY YOU DIRECTLY OR THROUGH THE SITE OR IN RELIANCE ON THE CONTENT WILL MEET YOUR EXPECTATIONS.
OBTAINING, USING AND OR DISTRUIBUTING ANY DOCUMENTS YOU HAVE RECEIVED DIRECTLY OR THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND AT YOUR OWN RISK. EMPLOYER COMPLIANCE & RESOURCE CENTER, LLC SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, HARDWARE, OR SOFTWARE, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT, MATERIALS OR INFORMATION.
IN NO EVENT SHALL EMPLOYER COMPLIANCE & RESOURCE CENTER, LLC, OUR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE (INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE), HOWEVER IT ARISES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THIS SITE OR MATERIALS AVAILABLE FROM THIS SITE OR DIRECTLY, EVEN IF EMPLOYER COMPLIANCE & RESOURCE CENTER, LLC HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IF YOUR USE OF MATERIALS FROM THIS SITE OR DIRECTLY RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ANY COSTS OR EXPENSE ASSOCIATED THEREWITH.
ECRC is not responsible for any employee, participant, or beneficiary lawsuits, fees, taxes, interest, or penalties levied by any government agency responsible for enforcing ERISA, COBRA, HIPAA or any federal or state law. ECRC is not responsible for any attorney's fees associated with such a lawsuit or levy.
In any event our total liability is limited to the amount, if any, actually paid by you for the Documents during the twelve months before the occurrence on which the claim is based.
We may take the site down from time to time for maintenance and upgrades. Out web hosting company may take the site down from time to time as well. We will attempt to provide reasonable advance notice. However, we cannot guarantee the site will be available at all times. We reserve the right to take the site down without warning, if required.
Before using our Documents and Value Added Services for the benefit of any Client, you will obtain, at a minimum, a release from such Client from any claim against us which may name us specifically or apply to all of your suppliers. In this regard you acknowledge that you will be required to indemnify us from any claim, demand, action any Client of yours makes against us relating to any Services or Documents we provide to you. You indemnify and hold ECRC from any cost, expense, liability, fee or other expense incurred by ECRC as the result of any action of any client of yours.
You agree to indemnify and hold harmless ECRC and its directors, officers, employees and representatives from any and all losses resulting from the claims of you or third parties, including, but not limited to, attorneys fees, that result in whole or in part from any actions that you or such third parties may assert based on your use of this Website or the Services, the Forms or the Documents including claims based on ECRC own negligence. You agree to indemnify ECRC from any damages, losses, costs, or expenses, including, but not limited to, attorney fees and expenses, that it may incur as a result of your use of this site or your use of the Content, Documents, Forms and/or Services available through this site or received directly for any reason. The parties agree that this section represents a reasonable allocation of risk and will survive the expiration or termination of the Term of this Agreement.
Any provision which by its nature and context would be expected to survive termination of the Term of this Agreement will so survive. In this regard, for the avoidance of doubt, provisions relating to intellectual property rights, your responsibility to assure compliance with applicable law, your limited license to use Documents that you have already purchased, including the scope of and restrictions concerning that license, disclaimers of providing legal advice, restrictions on warranties and liabilities and indemnities, and jurisdiction, applicable law and waiver of trial by jury shall all remain in full force and effect.
By using ECRC's documents or value added services or accessing the Employer Compliance & Resource Center, LLC website, you acknowledge and accept that submitting your telephone number to ECRC via the ECRC site constitutes an inquiry to ECRC, and that ECRC may contact you at the number submitted even if such number appears on any state or federal Do Not Call Lists (taking into account inquiry exception time frames as appropriate).
Except as otherwise provided in this Section below, any dispute arising between the parties relating to or arising out of this Agreement shall be brought before any state (located in Middlesex County, Massachusetts) jurisdiction over such a dispute. If, under applicable law relating to the selection of venue in Massachusetts, the case may not be brought in the above-mentioned state courts, the case may be filed in a state or federal court of competent jurisdiction located in the Commonwealth of Massachusetts, where the venue is permitted.
This Agreement and the application or interpretation of this Agreement shall be governed exclusively by the laws of the Commonwealth of Massachusetts without giving effect to its conflicts of law's provisions.
Each of the parties hereby waives the right to trial by jury in any court proceeding that takes place relating to or arising out of this Agreement.
IN ADDITION TO BECOMING A PARTY TO THIS AGREEMENT BY CLICKING THE OK BUTTON ON OUR WEBSITE, BY USING EMPLOYER COMPLIANCE & RESOURCE CENTER, LLC DOCUMENTS AND VALUE ADDED SERVICES OR ACCESSING THE EMPLOYER
Copyright © , Employer Compliance & Resource Center, LLC, All rights reserved. Information contained on Employer Compliance & Resource Center, LLC website, its Monthly HR Newsletter and the ECRC Compliance Bulletins are published as a general informational source. The HR information and articles are general in nature and are not intended to constitute legal or tax advice in any particular matter. Receipt of this information from Employer Compliance & Resource Center, LLC does not create an attorney-client relationship. Employer Compliance & Resource Center LLC is not a law firm and does not give legal or tax advice. It does not warrant and is not responsible for errors or omissions in the content on its Website or in its Newsletter and Compliance Bulletins. ERISA is a complicated and sometimes confusing law. The contents of Employer Compliance & Resource Center, LLC's ERISA Compliance Package require review and possible updating by qualified ERISA compliance professionals.