Terms Of Use

Terms Of Use Agreement

Welcome to the Plan's or Plans' official website and Portal (collectively hereafter "Portal")(such plans and the plan provider or its governing board or body, and any trust or other entity through which the plan is or plans are funded being referred to collectively herein as the "Plan,"). Thank you for using our Portal to administer your employee benefit plan account(s). One or more entities engaged by the Plan as service providers to the Plan, including OneBridge Benefits (referred to collectively herein as "we" or "our") own and operate the Portal and any derivative website on which these Terms of Use are posted.

We have adopted these Terms of Use ("Terms of Use" or "Agreement") to make you aware of and, through your use of the Portal, to allow you to agree to the terms and conditions of your use of the Portal, any derivative websites on which these Terms of Use are posted, and any Content or other products or services that are offered or provided via the aforementioned websites (collectively, the "Portal"). If you purport to be the agent of, represent, or otherwise act on behalf of an entity or any other person, references to "you," "your" or "User" shall include such entity or person in addition to you, and your acceptance of this Agreement shall constitute acceptance on behalf of such entity or person.

We reserve the right, at our discretion, to change, modify, add or remove portions of these Terms of Use at any time by posting such changes to this page. You understand that you have the affirmative obligation to check these Terms of Use periodically for changes, and you hereby agree to periodically review these Terms of Use for such changes. The continued use of the Portal following the posting of changes to these Terms of Use will constitute your acceptance of those changes.

BY USING OR OTHERWISE ACCESSING OUR PORTAL, CREATING, REGISTERING OR ACCESSING AN ACCOUNT, POSTING OR DOWNLOADING CONTENT, OR ANY OTHER INFORMATION TO OR FROM THE PORTAL, OR MANIFESTING YOUR ASSENT TO THESE TERMS OF USE IN ANY OTHER MANNER, YOU HEREBY UNEQUIVOCALLY AND EXPRESSLY AGREE TO, AND SHALL BE SUBJECT TO, THESE TERMS OF USE. IF YOU DO NOT UNEQUIVOCALLY AGREE TO THESE TERMS OF USE, YOU MAY NOT USE OR OTHERWISE ACCESS THE PORTAL, CREATE, REGISTER OR ACCESS AN ACCOUNT, POST OR DOWNLOAD CONTENT, OR ANY OTHER INFORMATION TO OR FROM THE PORTAL, OR PURCHASE ANY PRODUCTS OR SERVICES VIA THE PORTAL.

General Terms of Use and Restrictions on Use

We hereby grant you a limited, nonexclusive, nonassignable, nontransferable license to access and use the Portal solely for the noncommercial, personal use of User or the internal business needs of the entity of which User is an authorized representative, as the case may be, subject to your agreement to, compliance with and satisfaction of these Terms of Use. All rights not otherwise expressly granted by these Terms of Use are reserved by us. If you do not comply with the Terms of Use at any time, we reserve the right to revoke the aforementioned license(s), limit your access to the Portal or restrict your ability to post or download Content, or order products and services. You agree not to reproduce, duplicate, copy, distribute, transmit, sell, trade, resell or exploit for any purpose any portion of or any information from the Portal. You may not obscure or remove any proprietary rights notices contained in or on the Content. You are solely responsible for providing, maintaining and ensuring the compatibility of all hardware, software, electrical and other physical requirements necessary for your access to and use of the Portal or any part thereof.

We may discontinue or alter any aspect of the Portal, remove Content from the Portal, restrict the time the Portal is available or restrict the amount of use permitted at our sole discretion and without prior notice or liability. You agree that we may, under certain circumstances, immediately suspend and/or terminate your access to the Portal or any part thereof. Cause for such measures shall include, without limitation: (a) breaches or violations of these Terms of Use or other incorporated agreements or guidelines; (b) discontinuance or material modification to the Portal; (c) unexpected technical or security issues or problems; (d) extended periods of inactivity; and/or (e) engagement by you in fraudulent or illegal activities. You further agree that such measures shall be taken in our sole discretion and without liability to you or any third party.

For purposes of these Terms of Use, references to "post" or "posting" shall refer to any manner of posting, transmitting, uploading, providing, making available or otherwise transferring material or information.

Intellectual Property

Unless otherwise specifically noted in these Terms of Use, images, trademarks, service marks, logos and icons displayed on the Portal, including, without limitation, logos of the Plan, OneBridge, or our service providers, are the property of such party and may not be used without the intellectual property owner's prior written consent.

Trademarks owned by third parties are the property of those respective third parties. The Portal is copyrighted property, and it may not be reproduced, recreated, modified, accessed or used in any manner or disseminated or distributed to any other party in violation of these Terms of Use. Any unauthorized use of any Content, whether owned by us or other parties, may violate copyright laws, trademark laws, privacy and publicity laws and communications regulations and statutes. You will not copy, reverse engineer, disassemble, decompile, translate, modify, reproduce, republish, transmit, sell, offer for sale, disseminate or redistribute the intellectual property found in the Portal or any part thereof or grant any other person or entity the right or access to do so.

Accounts

For certain aspects of the Portal, you may be asked to register an account. In the event you agree to register an account, you will select and/or receive a username and password upon providing registration information and successfully completing the registration process. This account is personal to you, and you will not share it or allow any other person to utilize your account. You are responsible for maintaining the confidentiality of your username and password and are fully responsible for all activities that occur under your username and password. You agree to immediately notify us in the event (a) your registration information changes, or (b) you learn of or have reason to suspect any unauthorized use of your account or any other breach of security. You also agree that you will provide truthful and accurate information during the registration process. We may refuse to grant a particular username to you for any reason, including, without limitation, in the event we determine that such username already exists, impersonates someone else, is protected by trademark or other proprietary right law or is vulgar or otherwise offensive.

Content

You acknowledge that the Portal may contain or provide access to information, software, photos, video, text, graphics, music, sounds or other material provided by us or third parties (collectively, "Content") that are protected by copyrights, patents, trademarks, trade secrets or other intellectual property laws, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed.

Feedback

We welcome your comments, feedback, information, or materials regarding the Portal, Content, or the Plan's products or services (collectively, "Feedback"). If you submit Feedback, please note that your Feedback shall become our property. By submitting your Feedback, you agree to assign, and hereby irrevocably assign to us, for our benefit, all right, title, and interest in and to the Feedback and all copyrights and other intellectual property rights embodied in such Feedback on a worldwide basis. We shall be free to use your Feedback on an unrestricted basis. You hereby assign and/or waive, as the case may be, any moral rights that you may have in or to the Feedback.

Widgets

We may deliver Content on the Portal via widgets provided by third parties ("Widgets") or allow third parties to post Widgets. These Widgets are controlled by third party content providers ("Widget Providers"). We do not endorse and are not responsible or liable for any Content, advertising, products, or other materials on or available through such Widgets. The Widgets may use "cookies" or otherwise gather or collect information about you, including by asking you to provide information through such Widgets. Your use of these Widgets, and the privacy practices of the Widget Providers, are governed by the applicable Widget Providers' separate terms of use and privacy policies, if any. We strongly encourage you to review any separate terms of use and privacy policies governing use of these Widgets.

Our Privacy Policy

We collect, store and use data collected from you in accordance with our Privacy Policy. The terms and conditions of the Privacy Policy contained on our Portal are hereby expressly incorporated into these Terms of Use.

Links

The Portal may provide, or third parties may provide, links to other websites or resources on the Internet. Because we have no control over such websites or resources, you acknowledge and agree that we are not responsible for the availability of such external websites or resources, and we do not endorse or are responsible or liable for any Content, advertising, products, or other materials on or available from such websites or resources or for any privacy or other practices of the third parties operating those websites or resources. You further acknowledge and agree that we are not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any such Content, goods or services available on or through any such website or resource. We strongly encourage you to review any separate terms of use and privacy policies governing use of these third party websites and resources.

User Representations

You hereby represent and warrant to us that: (a) you are over the age of eighteen (18) and have the power and authority to enter into and perform your obligations under this Agreement; (b) all information provided by you is truthful, accurate and complete; (c) you will comply with the terms and conditions of this Agreement and any other agreement to which you are subject that is related to your use of the Portal, Content or any part thereof; (d) you have provided and will maintain accurate and complete registration information with us, including, without limitation, your legal name, email address and any other information that we may reasonably require; (e) your access to and use of the Portal or any part thereof and/or receipt of plan benefits and/or use of administrative services will not constitute a breach or violation of any other agreement, contract, terms of use or any law or regulation to which you are subject; (f) you will immediately notify us in the event that you learn or suspect that your registration information, username or password has been disclosed or otherwise made known to any other person; (g) you will not use the Portal to gain competitive intelligence about us the or any product or service offered via the Portal or to otherwise compete with us or our affiliates; and (h) if you purport to be the agent of, represent or otherwise act on behalf of an entity or any other person, that you are in fact an authorized representative of such entity or other person.

If you provide any Feedback via the Portal, you hereby make the following additional representations and warranties to us: (1) you are owner of such Feedback or otherwise have the right to grant to us the licenses or assignments granted pursuant to this Agreement; (2) you have secured any and all consents necessary to post the Feedback and to grant the foregoing licenses or assignments; (3) the Feedback does not violate the rights of any third party, including, without limitation, the intellectual property, privacy or publicity rights of any third party, and such Feedback does not contain any personally identifiable information about third parties in violation of such parties' rights; (4) the use of any Feedback will not result in harm or personal injury to any third party; and (5) all factual information contained in the Feedback is true and accurate.

Prohibited Uses

You are solely responsible for any and all acts and omissions that occur under your account or password, and you agree not to engage in unacceptable use of the Portal or any part thereof, which includes, without limitation: (a) use of the Portal to post, store or disseminate material or information that, is or to a reasonable person may be false, fraudulent, unlawful, harmful, tortious, abusive, obscene, pornographic, defamatory, libelous, harassing, invasive of another’s privacy, offensive, vulgar, threatening, malicious, hateful or racially, ethnically or otherwise objectionable; (b) use of the Portal to post, store or disseminate Content, files, graphics, software or other material or information that actually or potentially infringes the rights of any person, including, without limitation, the copyright, trademark, patent, trade secret or other intellectual property rights, or privacy, moral or publicity rights, of any person; (c) use of the Portal to interfere, disrupt or attempt to gain unauthorized access to other accounts on the Portal, to restricted portion of the Portal, to Content, or any other computer network or equipment; (d) use of the Portal to post, store or disseminate viruses, Trojan horses or any other malicious code or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware, system or telecommunications equipment; (e) use of the Portal to post, store or disseminate any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or other fraudulent schemes, or any other form of solicitation; (f) use of any manual or automated software, devices or other processes to "crawl" or "spider" any web pages contained in the Portal (including, without limitation, the use of robots, bots, spiders, scrapers or any other means to extract pricing, product, service or other data from the Portal); (g) use of the Portal to gain competitive intelligence about us or our affiliates, the Portal, or any product or service offered via the Portal or to otherwise compete with us or our affiliates; (h) framing or otherwise simulating the appearance or functions of the Portal or any portion thereof; (i) harvesting or otherwise collecting any information about other users, including, without limitation, email addresses or other contact information of other users; or (j) use of the Portal to engage in any activity that, as determined by us, may intentionally or unintentionally violate these Terms of Use, violate any applicable laws or regulations or conflict with the spirit or intent of these Terms of Use.

Disclaimers

The Content provided via the Portal, or any benefit or service available via the Portal, is provided for informational purposes only, with the understanding we are not rendering legal, accounting, or other professional advice on specific matters. Accordingly, we do not assume any liability whatsoever in connection with the use of such Content. We recommend that you consult your legal counsel or other professional advisor with respect to your individual situation.

We use reasonable efforts to maintain the Portal, but we are not responsible for any defects or failures associated with the Portal, any part thereof, any Content posted using the Portal, or any damages (such as lost profits or other consequential damages) that may result from any such defects or failures. The Portal may be inaccessible or inoperable for any reason, including, without limitation: (a) equipment malfunctions, (b) periodic maintenance procedures or repairs which we may undertake from time to time, or (c) causes beyond our control or which are not foreseeable by us and our service providers.

PLEASE NOTE THE FOLLOWING IMPORTANT DISCLAIMERS OF WARRANTIES:

TO THE MAXIMUM EXTENT ALLOWED BY LAW, THE PORTAL, ANY CONTENT, AND ANY BENEFITS OR SERVICES PROVIDED VIA THE PORTAL ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT ALLOWED BY LAW, WE AND THE PLAN EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE AND NON-INFRINGEMENT.

WITHOUT LIMITATION, NEITHER WE NOR THE PLAN MAKES ANY WARRANTY THAT THE PORTAL, ANY CONTENT, OR ANY BENEFITS PROVIDED VIA THE PORTAL WILL MEET YOUR REQUIREMENTS, THAT USE OF THE FOREGOING WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT THE RESULTS OBTAINED FROM THE USE OF THE FOREGOING OR ANY INFORMATION FOUND THEREON WILL BE ACCURATE OR RELIABLE, OR THAT THE QUALITY OF ANY CONTENT, BENEFITS, SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED THROUGH THE WEBSITE WILL MEET YOUR EXPECTATIONS.

ANY CONTENT OR OTHER MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PORTAL IS DONE AT YOUR SOLE RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION, OBTAINED BY YOU THROUGH THE PORTAL OR ANY PRODUCT SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THESE TERMS OF USE.

Limitation of Liability

TO THE MAXIMUM EXTENT ALLOWED BY LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE WEBSITE, ANY CONTENT, OR ANY BENEFITS OR SERVICES PURCHASED VIA THE PORTAL; (B) DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE WEBSITE OR OTHERWISE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT OR DATA; OR (D) ANY OTHER MATTER RELATING TO THE PORTAL, ANY CONTENT, OR THE BENEFITS OR SERVICES OFFERED BY YOUR BENEFIT PLAN. IF YOU ARE DISSATISFIED WITH THE PORTAL, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO DISCONTINUE USE OF THE PORTAL AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS. TO THE MAXIMUM EXTENT ALLOWED BY LAW, IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE) EXCEED ANY FEES PAID BY YOU TO THE PLAN FOR PROVIDING THE BENEFITS AND SERVICES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Indemnification

You agree to defend, indemnify and hold harmless us, and each of our officers, members, directors, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including attorneys' fees and costs and expenses, arising out of or in any way connected with (a) your access to or use of the Portal or any part thereof, (b) a breach or alleged breach by you of any of your representations, warranties, covenants or obligations under this Agreement, (c) infringement or misappropriation of any intellectual property or other rights of ours or third parties by you, (d) any negligence or willful misconduct by you, (e) any other claim related to your performance under this Agreement, or (f) your use of any Content, services, or products provided by the Plan.

Term and Termination

This Agreement is effective upon your unequivocal acceptance as set forth herein and shall continue in full force until terminated. You agree that we, in our sole discretion, may terminate your use of the Portal or any part thereof upon prior notice, and remove and discard any Content, in the event you violate these Terms of Use. You agree that we may immediately suspend your account and your access to the Portal or any part thereof in order to conduct an investigation in the event it believes you have violated these Terms of Use or if it determines that you are a repeat infringer of another's intellectual property or other rights. We may also, in our sole discretion and at any time, discontinue providing the Portal, any part thereof, any Content or any products or services advertised thereon, with or without notice. In addition to any other method of termination or suspension provided for in this Agreement, we reserve the right to terminate this Agreement at any time and for any reason.

Further, you agree that we shall not be liable to you or any third-party for any termination or suspension of your access to the Portal or any part thereof, removal of Content or sale of any products. You may terminate this Agreement at any time by immediately discontinuing all access to the Portal and by providing notice to us of such discontinuance. Termination or cancellation of this Agreement shall not affect any right or relief to which we may be entitled at law or in equity. Upon termination of this Agreement, you shall terminate all use of the Portal and any Content provided thereby. In the event of termination, you will not be entitled to any refund of any fees or other charges, if any, paid in connection with this Agreement.

Governing Law and Other Miscellaneous Terms

The parties and their respective personnel are and shall be independent contractors, and neither party by virtue of this Agreement shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party.

You acknowledge and agree that any expenses that you incur in furtherance of this Agreement are voluntary in nature and are made with the knowledge that this Agreement may be terminated as provided herein. You shall not make a claim against us or any of our service providers, and we shall not be liable with respect to the recoupment of any expenditures or investment made by you in anticipation of the continuation of this Agreement beyond the term hereof.

The parties agree that breach of the provisions of this Agreement would cause irreparable harm and significant injury to the, which would be both difficult to ascertain and which would not be compensable by damages alone. As such, the parties agree that we shall have the right to enforce the provisions of this Agreement by injunction (without necessity of posting bond), specific performance or other equitable relief without prejudice to any other rights and remedies that we may have for your breach of this Agreement.

The validity and effect of these Terms of Use shall be governed by, and construed and enforced in accordance with the laws of the State of Delaware, without regard to its conflicts or choice of laws principles. ANY SUIT, ACTION OR PROCEEDING CONCERNING OR RELATING TO THE WEBSITE, ITS USE, THESE TERMS OF USE, ANY BENEFIT OR OTHER PRODUCT, SERVICE, TERM, POLICY OR PROCEDURE OF OURS, MUST BE BROUGHT EXCLUSIVELY IN A COURT OF COMPETENT JURISDICTION IN THE STATE OF WASHINGTON, AND YOU HEREBY IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH COURT (AND OF THE APPROPRIATE APPELLATE COURTS THEREFROM) IN ANY SUCH SUIT, ACTION OR PROCEEDING, AND YOU IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH YOU MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT ANY SUCH SUIT, ACTION OR PROCEEDING WHICH IS BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT OR IMPROPER FORUM.

If any action at law or in equity is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable fees of attorneys, accountants and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be entitled.

The captions and headings of this Agreement are included for ease of reference only and will be disregarded in interpreting and construing this Agreement.

If the performance of any part of this Agreement by either party (other than payment of money) is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor dispute, act of God, telecommunications failure or any other cause beyond the control of either party, that party shall be excused from such performance to the extent that it is prevented, hindered or delayed by such cause.

This Agreement, including any other agreements or additional terms referenced herein, constitutes the complete and exclusive statement of the Agreement between the parties with respect to the Portal, Content, and products and services offered via the Portal, and, unless otherwise expressly provided herein, it supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning the Portal, Content, and benefits and services accessed via the Portal. If any provision of this Agreement is found unlawful or unenforceable in any respect, the court shall reform such provision so as to render it enforceable or, if it is not possible to reform such provision so as to make it enforceable, then delete such provision.

As so reformed or modified, the court shall fully enforce this Agreement. The provisions of this Agreement that by their content are intended to survive the expiration or termination of this Agreement, including, without limitation, provisions governing ownership and use of intellectual property, representations, disclaimers, warranties, liability, indemnification, governing law, jurisdiction, venue, remedies, rights after termination and interpretation of this Agreement, will survive the expiration or termination of this Agreement for their full statutory period.

We make no representation that the Portal, Content or other material or information on the Portal is appropriate to or available in locations outside of the United States. You may not use the Portal or export Content in violation of United States export laws, regulations or restrictions. If you access the Portal from outside of the United States, you are responsible for compliance with all applicable laws.

Copyright and Copyright Notices

We respect the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide us with the following information:

an electronic or physical signature of the owner or person authorized to act on behalf of the owner of the copyright interest;
a description of the copyrighted work that you claim has been infringed;
a description of where the material that you claim is infringing is located on the Portal sufficient to allow us to locate the allegedly infringing material;
your address, telephone number, and email address;
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
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.

Please contact us for Notice of Claims of copyright infringement.