ERISApedia.com

TERMS OF USE FOR ERISAPEDIA.COM WEBSITES AND SERVICES

These terms and conditions apply to all users of and subscribers to ERISApedia.com websites and services.

Burrmont Compliance Labs LLC dba ERISApedia.com (ERISApedia.com) provides editorial resources, services and data for employee benefits and financial professionals through ERISApedia.com and other related proprietary websites. This material includes, but is not limited to, databases, reports, email communications, printed publications, internet web page reports, pdf reports, spreadsheets, graphs, charts, documents and any other reports and materials, that are provided in printed, electronic or any other form (collectively, the "ERISApedia.com Services"). All access to and use of the ERISApedia.com Services is subject to the terms and conditions in this document (including any other terms, agreements and documents that are linked or referred to below) and in any separate or supplemental terms of use agreement that may be referenced or linked within the ERISApedia.com Services (collectively, the "Terms of Use"). By accessing, viewing or using any page, part or component of the ERISApedia.com Services, a user and the Subscriber (as defined below), collectively the ("User") agrees to be contractually bound by the Terms of Use. Users may address questions or comments about the Terms of Use by email to: support@erisapedia.com.

A. License Grant

ERISApedia.com grants Users a nonexclusive, nontransferable, revocable, limited license to access and use the ERISApedia.com Services only in accordance with the Terms of Use. Users' binding obligations under the Terms of Use are in consideration of ERISApedia.com's grant of license to use the ERISApedia.com Services.

B. Morningstar Data

Certain of the information contained the ERISApedia.com Services: (1) is proprietary to Morningstar Inc. and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results.

C. Terms and Conditions

A User’s firm, company or other entity (a "Subscriber") is bound to the conditions contained herein and as amended from time to time. ERISApedia.com will provide Users email access to ERISApedia.com's support representatives for advice and consultation on use of the ERISApedia.com Services. A User's support contact is the person listed in the ERISApedia.com account information as the administrative user. Subscribers may purchase additional support from ERISApedia.com at the current rates for such service specified from time to time.

In consideration of the license rights granted herein, the Subscriber will pay the license fees or other consideration for the ERISApedia.com Services and documentation as set forth from time to time. Notwithstanding anything herein to the contrary, ERISApedia.com reserves the right to change fees from time to time after the initial term of this Agreement by updating the pricing. All amounts payable hereunder by a Subscriber shall be payable in United States dollars without deductions for taxes, assessments, fees, or charges of any kind. Checks and money orders shall be made payable to Burrmont Compliance Labs LLC. Subscribers will pay a late charge of the lesser of 1.5% per month or the highest rate allowed by applicable law on any amount not paid within 30 days of the date due as specified in ERISApedia.com's invoice. All taxes, duties, fees and other governmental charges of any kind (including sales and use taxes, but excluding taxes based on the gross revenues or net income of ERISApedia.com) that are imposed by or under the authority of any government or any political subdivision thereof on the fees for the ERISApedia.com Services and services provided by ERISApedia.com under these Terms of Use, shall be borne solely by Subscribers.

This Agreement is effective until terminated. This Agreement shall be effective for a period of one year ("Initial Year") and shall renew for successive years ("Additional Years") at the fee then in effect for the option selected by the Subscriber, unless terminated as set forth herein. Commencement of an Additional Year shall occur upon the expiration of the twelve-month period established for the Initial Year. ERISApedia.com will terminate access at expiration for non-payment of renewal invoice.

This Agreement may be terminated by ERISApedia.com upon prior written notice if a Subscriber fails to comply with any provision of this Agreement and fail to remedy such failure within thirty (30) of the date of such written notice. Upon termination, a Subscriber shall no longer be permitted access to any ERISApedia.com Services and each of its User IDs shall be deactivated. Termination for any of the foregoing shall not affect ERISApedia.com's entitlement to any sums due hereunder, and a Subscriber shall not be entitled to any refund of any portion of the fees paid.

Authorized Users are permitted to use the applicable ERISApedia.com Services, solely in connection with the Subscriber's provision of its services to clients or within its own practice, business or educational activities, and in a manner that is not commercially prejudicial to ERISApedia.com, to:

* search, view, reproduce, download and store, in printed or electronic form;

* quote, customize and incorporate such ERISApedia.com Services, in whole or part, in documents, memoranda, articles and other work product prepared on the Subscriber's behalf in connection with client matters, business or educational activities or for the Subscriber's internal use ("Subscriber Materials"); and

* provide, transmit or distribute such ERISApedia.com Services to prospective clients. In addition to each User’s obligation to comply with the Terms of Use, the Subscriber is responsible for strict compliance by all of its Users

For information about ERISApedia.com subscriptions: support@erisapedia.com.

D. Permitted Use of Pre­Subscription Trial Services

ERISApedia.com may offer limited pre­subscription trials ("Trial Offers") to potential Subscribers and Users. Users who receive a Trial Offer ("Trial Users") are authorized to use one or more of the ERISApedia.com Services ("Trial Services") for a limited period of time ("Trial Period"), all as determined by ERISApedia.com in its sole discretion.

Trial Users are permitted to search and view the applicable Trial Services during the Trial Period solely for the purpose of evaluating whether to subscribe to the ERISApedia.com Services. In consideration of a Trial Offer, Trial Users shall provide feedback to ERISApedia.com concerning the Trial Services, upon ERISApedia.com's reasonable request during or after the Trial Period.

Without limitation to any other restriction, obligation or condition in these Terms of Use, a Trial User shall not under any circumstances by any means or for any purpose whatsoever, at any time during the Trial Period, reproduce, download, store, transmit or modify any ERISApedia.com Services from the Trial Services in any printed or electronic form.

For information about ERISApedia.com pre­subscription trials: support@erisapedia.com.

E. License Restrictions

Users shall not access or use the ERISApedia.com Services except to the extent expressly permitted by this Terms of Use, or as otherwise expressly permitted in writing by ERISApedia.com.

F. Access Restrictions

Users shall not access or attempt to access any ERISApedia.com Services for which they are authorized, or otherwise circumvent or attempt to circumvent any access restrictions or controls through hacking or other means. Users shall not disclose their assigned user name or password to anyone outside of their organizaton. Without limitation to any other available contractual, legal or equitable remedies, ERISApedia.com reserves the right to revoke, suspend or terminate, without notice, any User’s access to one or more (or all) of the ERISApedia.com Services upon any violation or suspected violation of the Terms of Use.

G. Proprietary Rights

ERISApedia.com and its affiliates own and use certain registered and unregistered service marks, trademarks, slogans, logos, symbols, graphics and distinctive trade dress in connection with the ERISApedia.com Services (the "ERISApedia.com Marks").

Except for the limited rights granted to Users in the Terms of Use, all rights, title, and interest in the ERISApedia.com Services and ERISApedia.com Marks, in all languages, formats and media throughout the world, including all copyrights, are and will continue to be the exclusive property of ERISApedia.com, its affiliates and their licensors. The Terms of Use do not grant Users any right or license with respect to the ERISApedia.com Services or ERISApedia.com Marks except to the minimum extent necessary to exercise the limited license provided hereunder.

H. Prohibited Activities

Without limitation to any other restriction, obligation or condition in the Terms of Use, Users shall not, under any circumstances by any means or for any purpose whatsoever, intentionally or unintentionally do or attempt to do any of the following:

* search, view, print, reproduce, download, store, modify, disclose, distribute, transmit or publish any ERISApedia.com Services, in whole or part, except as expressly permitted by the Terms of Use or otherwise authorized by ERISApedia.com in writing;

* resell any ERISApedia.com Services or distribute any output therefrom except as expressly permitted herein;

* remove, alter or obscure any citation or attribution of the author or source, or any notice of copyright, trademark or other proprietary rights on any ERISApedia.com Services (except in the manner expressly permitted by these Terms of Use), or make any use of the ERISApedia.com Marks without ERISApedia.com's prior written consent;

* interfere with any other User's access, use or enjoyment of the ERISApedia.com Services;

* use the ERISApedia.com Services in a manner contrary to or in violation of any applicable law, regulation or rule of any jurisdiction, governmental agency or securities exchange;

* use any ERISApedia.com Services to store, distribute or transmit any material without authority or right to do so or in violation of any contractual or fiduciary duty, or that is otherwise unlawful, harmful, threatening, defamatory, obscene, harassing, disparaging of any person or group on the basis of race, ethnicity, religion, age, gender or sexual orientation;

* access or use any content, materials or services not intentionally published or otherwise made available by ERISApedia.com;

* reverse compile, disassemble, reverse engineer or otherwise seek to discover the source code form of any ERISApedia.com software or other technology, except as may be allowed by applicable law which is incapable of exclusion by agreement between the parties;

* introduce any virus, denial of service attack or other potentially harmful or malicious software code or device into the ERISApedia.com Services, or use the ERISApedia.com Services in any manner that might destroy, damage or degrade performance of any data communications facility, network, server, system, component, software or data used to deliver the ERISApedia.com Services;

* use, reproduce, download or transmit any ERISApedia.com Services for the purpose of providing any publishing or hosting services to third parties (whether or not for a fee), or otherwise exploit any ERISApedia.com Services to ERISApedia.com's commercial disadvantage, other than with ERISApedia.com's prior written consent;

* use ERISApedia.com's websites or the ERISApedia.com Services, or email addresses or other contact information gathered through use of the ERISApedia.com Services, in any way to distribute any advertising, solicitations or other commercial messages;

* use any network software, device or manual process to monitor, download or copy ERISApedia.com's websites, the ERISApedia.com Services, to extract information concerning usage or individual Users or to collect email addresses for any purpose; or transfer, either permanently or temporarily, any rights or obligations under these Terms of Use.

I. User Information and Privacy Policy

In providing the ERISApedia.com Services, ERISApedia.com shall conform to its Privacy Policy posted on the ERISApedia.com websites, as such Privacy Policy may be amended by ERISApedia.com from time to time, with respect to data and information of the User and its and clients that a User transmits or submits to ERISApedia.com ("User Information").

Subject to the Privacy Policy, User hereby expressly consents to collection, use, reproduction, hosting, transmission and disclosure of any User information by ERISApedia.com and its affiliates, and their employees and contractors, as ERISApedia.com deems reasonably necessary or expedient for the purpose of providing the ERISApedia.com Services.

Subject to the Privacy Policy, Users hereby consent to receive email from ERISApedia.com. Users acknowledge that notices posted on the ERISApedia.com websites or sent to Users by email satisfy any legal requirement that notices be in writing.

J. No Legal Services

ERISApedia.com is a provider of practical legal know­how and resources to inform and support its Users' practice of law, subject to their own professional expertise, judgment and responsibilities. The ERISApedia.com Services are general and educational in nature, may not reflect all recent legal developments and may not apply to the specific facts and circumstances of individual transactions and cases. Users should consult with qualified legal counsel before acting on any information in the ERISApedia.com Services. ERISApedia.com, its affiliates and their editorial staff are not a law firm, do not represent or advise clients in any matter and are not bound by the professional responsibilities and duties of a legal practitioner. Nothing in the ERISApedia.com Services or in these Terms of Use, nor any receipt or use of such ERISApedia.com Services, shall be construed or relied on as advertising or soliciting to provide any legal services (except to the extent otherwise provided by applicable laws or ethical rules in each User's jurisdiction), creating any attorney­client relationship or providing any legal representation, advice or opinion whatsoever on behalf of ERISApedia.com, its affiliates, their editorial staff or any law firm, lawyer or other independent contributor of articles or other materials to the ERISApedia.com Services.

K. Third-Party Materials

ERISApedia.com’s websites may contain sponsored services and advertising, as well as links to third-party websites and services, including government information services and other publicly available websites (collectively, "Third-Party Materials"). Users acknowledge that the Third-Party Materials are not part of the ERISApedia.com Services for purposes of this Agreement, and that ERISApedia.com shall have no responsibility or liability for the content or legality of any Third­Party Materials or for the practices of the respective third-party sponsors, advertisers and publishers.

L. Warranty Disclaimers and Exclusion of Liability

ERISAPEDIA.COM PROVIDES THE ERISAPEDIA.COM SERVICES SOLELY ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. ERISAPEDIA.COM MAKES NO EXPRESS WARRANTIES OR REPRESENTATIONS OF ANY KIND UNDER THESE TERMS OF USE TO ANY USER AND ERISAPEDIA.COM HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF QUALITY, ACCURACY, COMPLETENESS, TIMELINESS, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON­INFRINGEMENT WITH RESPECT TO THE ERISAPEDIA.COM SERVICES AND ERISAPEDIA.COM MATERIALS. USERS ASSUME THE ENTIRE RISK AS TO THE USE, RESULTS AND PERFORMANCE OF ERISAPEDIA.COM’S WEBSITES, PUBLICATIONS, SERVICES AND SYSTEMS. IN NO EVENT WILL ERISAPEDIA.COM, ITS AFFILIATES OR THEIR SUPPLIERS OR LICENSORS HAVE ANY LIABILITY TO USERS OR THEIR CLIENTS UNDER THESE TERMS OF USE OR ON THE BASIS OF TORT OR ANY OTHER LEGAL THEORY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN ANY AMOUNT RESULTING FROM (I) THE PROVISION, USE OR RESULTS OF ERISAPEDIA.COM’S WEBSITES, PUBLICATIONS, SERVICES OR SYSTEMS, ANY DELAYS, ERRORS OR OMISSIONS THEREIN OR ANY DEFECT OR LACK THEREIN OF QUALITY, ACCURACY, COMPLETENESS, TIMELINESS, AVAILABILITY OR PERFORMANCE; (II) ANY LOSS OR DESTRUCTION OF USERS' OR THEIR CLIENTS’ DATA OR INFORMATION, OR THE COST OF RECOVERING SUCH DATA OR INFORMATION; (III) THE COST OF SUBSTITUTE OR REPLACEMENT SERVICES; (IV) LOST BUSINESS OPPORTUNITY, REVENUE OR PROFITS; (V) LIABILITY TO USERS' CLIENTS OR OTHER THIRD PARTIES; OR (VI) ANY OTHER CAUSE WHATSOEVER, EVEN IF ERISAPEDIA.COM OR ITS AFFILIATES, SUPPLIERS OR LICENSORS WERE ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.

IF A USER OBJECTS TO THESE TERMS OF USE, AS AMENDED BY ERISAPEDIA.COM FROM TIME TO TIME, THE USER'S ONLY RECOURSE IS TO IMMEDIATELY DISCONTINUE USE OF THE ERISAPEDIA.COM SERVICES AND WEBSITES.

M. Governing Law; Jurisdiction and Venue

Any claim, action, suit, proceeding or dispute arising out of these Terms of Use shall in all respects be governed by, and interpreted in accordance with, the substantive laws of the State of Minnesota, without regard to the conflicts of laws provisions thereof. The parties hereby consent, acknowledge and agree that venue and jurisdiction for any action, suit or proceeding arising out of these Terms of Use shall vest exclusively in the federal or state courts of general jurisdiction located in Hennepin County, Minnesota.

N. Amendment and Waiver; Severability

ERISApedia.com may update or otherwise amend these Terms of Use at any time without notice. Users are bound by the Terms of Use then in effect each time they access, use or view the ERISApedia.com Services. No waiver of any right or remedy on one occasion by ERISApedia.com shall be deemed a waiver of such right or remedy on any other occasion. In the event that any provision of the Terms of Use is held by a court of competent jurisdiction to be invalid or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.