MERCER PEOPLEPRO™ LICENSE AGREEMENT

IMPORTANT - PLEASE READ CAREFULLY BEFORE USING THIS SITE.

CANCELLATION POLICY

THE COPYRIGHT, DATABASE RIGHTS AND ANY OTHER INTELLECTUAL PROPERTY RIGHTS IN THE PROGRAMS, TOOLS, DOCUMENTATION, INFORMATION, REPORTS, MATERIALS AND DATA CONTAINED WITHIN THE MERCER PEOPLEPRO SITE (the “Site”) ARE AND REMAIN THE PROPERTY OF MERCER WORKFORCEPRO LLC (“MERCER”). YOU ARE LICENSED TO ACCESS AND USE SITE ONLY IF YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT (THE “LICENSE”).

WHEN YOU CLICK “I accept these terms” BELOW TO ACCEPT THIS LICENSE, YOU AGREE THAT USE OF THE SITE IS INTENDED SOLELY FOR INTERNAL USE FOR INFORMATION PURPOSES ONLY BY YOUR ORGANIZATION (“CLIENT”). BY PROCEEDING AND ACCESSING SITE, YOU INDICATE YOUR ACCEPTANCE ON BEHALF OF THE CLIENT OF THE TERMS AND CONDITIONS OF THIS LICENSE. ACCORDINGLY, REFERENCES TO “YOU” MEAN REFERENCES TO THE CLIENT. THE SITE AND THE INFORMATION AND DATA CONTAINED THEREIN MAY NOT BE COPIED, MODIFIED, SOLD, TRANSFORMED INTO ANY OTHER MEDIA, OR OTHERWISE TRANSFERRED IN WHOLE OR IN ANY PART TO ANY PARTY OTHER THAN THE CLIENT AND ITS PRESCRIBED USERS WITHOUT PRIOR WRITTEN CONSENT FROM MERCER.

YOU SHOULD THEREFORE READ THIS LICENSE CAREFULLY BEFORE CLICKING ON “I accept these terms” BELOW OR ACCESSING THE SITE. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS LICENSE, YOU CANNOT ACCESS THE SITE.

BOOKING AND CANCELLATION POLICY – Once you have booked a session with a Mercer employee (a “Pro”) as described on the Site, you must provide a minimum of twenty-four (24) hours’ written notice via email to the Pro to cancel your session. You are entitled to one (1) free no-show for a consultation/session that you have booked. If you do not provide at least twenty-four hours’ written notice to the Pro after your one (1) free no-show, we will charge the credit card you provided at registration for the amount of time you originally booked with that Pro.

  1. LICENSE AND FEES

      Subject to the terms and conditions of this License and for good and valuable consideration, receipt of which is hereby acknowledged, Mercer grants you a limited, non-exclusive license to access and use the Site on personal computers or a local area network in the normal places of business of your company, or through a secure remote network access facility provided by you. The Site and the information and data contained therein is for your internal use only. You will not provide access to the Site, or to any information contained therein, to anyone other than your employees. Mercer has the right at any time to receive full and complete reporting from you of these locations and the individuals provided with access to the Site.

      You acknowledge that you shall have only a limited, non-exclusive, nontransferable license to use the Site solely for purposes of engaging a Mercer employee for a project. You acknowledge and agree that you will not use the Site for any purpose other than as set forth herein. You agree that you will use the Site carefully and will not use it in any way that might result in any loss of its or any third party’s property or information.

      Fees. Mercer will charge the credit card used when you registered on the Site, or will send you an invoice, for the fees as described on the Site upon conclusion of your session with a Pro or completion of the project for which you engaged such Pro, provided however, that Mercer will bill you on a monthly basis for fees incurred when projects continue for more than four (4) weeks. By accepting this Agreement and continuing your project, you agree that we may charge your credit card or invoice you for such ongoing fees. You will also be charged for no-shows in accordance with the Cancellation Policy described above. Fees are not refundable. If you have purchased a Mercer PeoplePro Annual Membership, Mercer will charge your charge the credit card used when you registered on the Site, or will send you an invoice, for the fees for the Annual Membership as described on the Site. The hours you have purchased as part of the Annual Membership must be used within twelve (12) months from the date of purchase, as otherwise they will expire. No refunds will be provided for hours not used during the term of the Annual Membership. You agree to pay all invoices within thirty (30) days of receipt.


  2. DISCLAIMER OF WARRANTIES

      EXCEPT AS EXPRESSLY SET OUT IN THIS LICENSE, MERCER MAKES NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE SITE, ANY INFORMATION PROVIDED BY A MERCER EMPLOYEE THROUGH THE STIES, OR ANY PART THEREOF, AND DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES OF ANY KIND TO YOU OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, REPRESENTATIONS AND WARRANTIES REGARDING ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND/OR FREEDOM FROM COMPUTER VIRUS. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SITE.

      YOU ACCEPT THE SITE ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU ACKNOWLEDGE THAT THE SITE AND ANY INFORMATION CONTAINED THEREIN ARE FOR GENERAL INFORMATION AND USE ONLY. IN PARTICULAR, THE INFORMATION CONTAINED WITHIN AND PROVIDED BY THE SITE DOES NOT CONSTITUTE ANY FORM OF ADVICE, RECOMMENDATION, REPRESENTATION, OR ARRANGEMENT BY MERCER. MERCER DOES NOT WARRANT THE ACCESS OR USE OF THE SITE OR THE INFORMATION CONTAINED THEREIN IN ANY SPECIFIC SITUATION OR FOR ANY SPECIFIC APPLICATION. NOR DOES MERCER WARRANT THAT THE SITE WILL BE ACCESSIBLE AT ALL TIMES OR THAT IT WILL BE ERROR FREE. MERCER ASSUMES NO RESPONSIBILITY FOR THE EFFECTIVENESS OF ANY ENCRYPTED DATA, NOR WILL IT GUARANTEE THAT AN ENCRYPTION ALGORITHM WILL BE INDECIPHERABLE. MERCER MAKES NO CLAIMS OR WARRANTIES REGARDING THE VIABILITY, INTEGRITY OR INVINCIBILITY OF THE ENCRYPTION USED. BY ACCESSING THE SITE, YOU ASSUME ANY RISKS THAT THE ENCRYPTION MAY BE DECIPHERABLE.


  3. LIMITATION OF LIABILITY

      EXCEPT IN RESPECT OF PERSONAL INJURY OR DEATH CAUSED DIRECTLY BY MERCER’S NEGLIGENCE, THE LIMIT OF MERCER’S LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY AND ALL CLAIMS CONCERNING PERFORMANCE OR NON-PERFORMANCE BY MERCER OR ITS AFFILIATES RELATED TO MERCER’S OBLIGATIONS UNDER THIS LICENSE SHALL NOT, IN THE AGGREGATE, EXCEED THE GREATER OF THE FEES PAID BY YOU TO MERCER FOR ACCESS TO AND USE OF THE SITE (AS SPECIFIED IN THE ORDER) FOR THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE MONTH IN WHICH THE CLAIM OR CLAIMS ARISE, OR US$100,000.00 (U.S. ONE HUNDRED THOUSAND DOLLARS).

      IN NO EVENT SHALL MERCER BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES, INCLUDING, WITHOUT LIMITATION: LOSS OF SALES OR REVENUES, LOSS OF GOODWILL, LOSS OF BUSINESS INFORMATION, OR LOSS OF SAVINGS OR PROFITS, BASED ON ANY THEORY OF LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED WITH: THIS LICENSE, THE SERVICES AND ADVICE, THE ACCESS, USE OR INTERPRETATION OF THE INFORMATION ON THE SITE OR ANY INFORMATION ON A LINKED SITE, THE INABILITY TO USE SUCH INFORMATION, OR ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE, WHETHER IN TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), CONTRACT OR OTHERWISE. THIS PARAGRAPH APPLIES EVEN IF MERCER, OR REPRESENTATIVES THEREOF, ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES.

      WITHOUT LIMITATION TO THE FOREGOING, YOU ACKNOWLEDGE THAT THE SITE AND THE ASSUMPTIONS, INFORMATION AND DATA CONTAINED THEREIN MAY BE INCOMPLETE OR CONDENSED AND THAT THE ASSUMPTIONS, INFORMATION AND DATA OBTAINED THROUGH YOUR ACCESS AND USE OF THE SITE ARE FOR GENERAL INFORMATION PURPOSES ONLY AND ARE NOT INTENDED AS, NOR IMPLIED TO BE, A SUBSTITUTE FOR PROFESSIONAL ADVICE. IN NO EVENT WILL MERCER BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DECISION MADE OR ACTION TAKEN IN RELIANCE OF THE RESULTS OR CONCLUSIONS OBTAINED THROUGH THE ACCESS AND USE OF SUCH INFORMATION OR DATA.

      YOU ACKNOWLEDGE THAT NO DEFENSE OR INDEMNITY OF ANY KIND IS PROVIDED HEREUNDER BY MERCER WITH RESPECT TO ANY CLAIM, DEMAND, CAUSE OF ACTION, COST, LOSS, DAMAGE, EXPENSE OR LIABILITY ARISING FROM OR BASED ON YOUR OR ANY THIRD PARTY’S USE OF OR INABILITY TO USE THE SITE.

      SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN DAMAGES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS WHICH VARY FROM COUNTRY TO COUNTRY. ANY RIGHTS WHICH YOU MAY HAVE AS A RESULT OF THE APPLICATION OF APPLICABLE LAWS IN THESE JURISDICTIONS SHALL NOT BE AFFECTED BY THIS DISCLAIMER OF LIABILITY NOTHING IN THIS LICENSE IN INTENDED TO EXCLUDE OR RESTRICT ANY LIABILITY THAT CANNOT BE EXCLUDED OR RESTRICTED BY LAW OR REGULATORY SYSTEM.


  4. INTELLECTUAL PROPERTY RIGHTS

      You agree and acknowledge that the Site, including, without limitation, the information contained in the system, database, table structures, queries, and reports, their arrangement, organization, and methods of interactions, the algorithms and other database artifacts, the site’s structure, all textual and graphical materials, and all technical information and other content appearing on this site and their modifications and enhancements, are confidential and trade secret information that is proprietary to and owned solely by Mercer, together with all related copyrights and trademarks. Mercer retains the exclusive and sole ownership of the Site, and Mercer retains the exclusive and sole ownership of their information and/or surveys, and all related intellectual property rights. Nothing herein contained shall be construed so as to transfer any intellectual property rights whatsoever in the Site to you. Other confidential and trade secret information of Mercer may be revealed to you in the future. You agree to hold all such proprietary and confidential information of Mercer in strictest confidence. You may not modify, sell, transfer or otherwise provide any of the proprietary and confidential information, in whole or in part, in any form to any person or entity who is not a User, the Client or an employee of Mercer who needs access to the information to facilitate your licensed access and use of the Site without Mercer’s prior written permission.

      You may not create derivative works of, or decompile, reverse engineer, translate or disassemble the Site, in whole or in part, except as expressly permitted by applicable law. Except as expressly permitted by this License, you will not: copy, cut and paste, email, reproduce, publish, distribute, redistribute, broadcast, transmit, modify, adapt, edit, abstract, create derivative works of, store, archive, publicly display, sell or in any way commercially exploit, in whole or in part, the Site, or set up derived databases or materials.

      Nothing contained herein shall be deemed to confer by implication, estoppel or otherwise, any license or any other grant of right to use any trademark, copyright, or any other intellectual property right of Mercer or any third party. The “Mercer” name and the names of Mercer’s products referred to on the Site are Mercer’s trademarks. You agree that you will take no action inconsistent with this paragraph 4.3.

      Except as required herein, you agree not to use Mercer’s intellectual property in the press and not to refer to Mercer or attribute any information to Mercer in the press, for advertising or promotional purposes, or for the purpose of informing or influencing any other party without Mercer’s prior written consent.

      You will be responsible for any access to, or use or disclosure of Mercer’s confidential and proprietary information by you and, further, shall indemnify and hold harmless Mercer for any and all loss, damage or liability incurred by Mercer as a result of a breach by you or any other party to whom you may have provided access to the Site of any or all of the obligations contained in this License.

      Mercer reserves the right to add to, remove from or edit the contents or change the form of the Site at any time with or without notice.


  5. SUPPORT - Throughout the term of the License, Mercer will provide you with reasonable technical support. The level of technical support and/or training will be at Mercer’s sole discretion. You will be responsible for obtaining and maintaining all requisite computer systems, communication lines and equipment (the “Systems”) needed for access to and use of the Site and all charges related thereto. You acknowledge that the speed of your access to and use of the Site will depend upon the quality of your own Systems, connection to and extent of your use of the Internet.

  6. USE OF THE INTERNET - You should be aware that the Internet is not yet a fully secure medium, and therefore confidentiality cannot be totally guaranteed. Mercer will not be liable for any harm or damage you or a third party may experience by sending privileged or confidential information to it over the Internet or by e-mail. The performance of the Internet may fluctuate and will be limited by the bandwidth of your connection to the Internet. Mercer makes no warranties or claims as to the performance of the Site system in your computer environment.

  7. CONFIDENTIAL INFORMATION

      You will keep confidential and will not share with any other person any password that is provided to you to access to the Site. You agree that you are fully responsible for maintaining the confidentiality of your password and that you will be responsible for any breach of this obligation, including any damages which flow from, or are connected to, such breach, without limitation. You agree that you are fully responsible for all activities that occur under your password. You also agree to contact Company immediately if you have any reason to believe that your password has been compromised.

      Mercer will regard and preserve as confidential the information that you input into the Site. Notwithstanding the foregoing, you hereby grant Mercer a perpetual, non-exclusive, royalty-free license to copy, modify and use any information and data supplied by you or on your behalf so that Mercer may create analytical trend data (in anonymous form) and in order to improve the quality of Mercer’s advice to its clients, including its use in Mercer’s surveys. Mercer will not disclose any information in a manner that allows particular clients or individuals to be identified. You request that the relevant personal data is appropriately anonymized. Notwithstanding the foregoing, you agree that your name may appear in a list of participating organizations for reports containing such analytical trend data.

      You agree that Mercer may retain copies of the confidential information under a continuing duty of confidentiality for the purpose of complying with its legal and regulatory obligations and to defend its work product.


  8. USE OF PERSONAL INFORMATION

      Each of us and our respective Affiliates (as defined below) will comply with our respective obligations arising from data protection and privacy laws in effect from time to time to the extent applicable to this License and the access and use of the Site. This includes, without limitation, (i) the obligation, if any, of you or the Client’s Affiliates, to obtain any required consent(s) in respect of the transfer of information to Mercer by you, the Client or any third party relating to an identified or identifiable individual that is subject to applicable data protection, privacy or other similar laws (“Personal Information”), (ii) any obligation with respect to the creation or collection of additional Personal Information by Mercer, and (iii) any obligation with respect to the use, disclosure and transfer by Mercer of Personal Information as necessary with respect to access and use of the information on the Site or for Mercer or its subcontractors to perform any services to you or as expressly permitted under this License.

      Subject to the section entitled “Your Confidential Information,” any use or processing by Mercer of Personal Information supplied by or on your behalf in connection with the Site shall be done solely on your behalf. Mercer shall handle such Personal Information in accordance with your reasonable instructions as may be provided from time to time or as reasonably necessary with respect to access and use of the information contained in the Site or for the purpose of providing any services and shall not handle such Personal Information in a manner inconsistent with the terms of this License. Mercer also confirms that it has taken appropriate technical and organizational measures intended to prevent the unauthorized or unlawful processing of Personal Information and the accidental loss or destruction of, or damage to, Personal Information. For purposes of this License, “Affiliates” means, with respect to either party, any entity directly or indirectly controlling, controlled by or under common control with such party.


  9. EXPORT/IMPORT RESTRICTIONS AND TARIFFS - The Site may not be available through Mercer to any Restricted Entity. You shall not provide access to the Site to anyone for use in any country or used in any manner prohibited by the United States or European Union trade sanctions or export control laws, including the Export Administration Act or laws administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control. Furthermore, you will comply with any trade sanctions and export and import control laws of the countries and jurisdictions where you access and use the Site or receives copies of any technical information or other materials. You agree to indemnify, defend Mercer and hold Mercer harmless from any fines or other penalties arising from a violation of this section. You agree to indemnify, defend Mercer and hold Mercer harmless from any tariffs, import or export taxes, levied with respect to the Site by jurisdictions in which you use the Site. For the purpose of this section, “Restricted Entity” shall mean any individual, organization or other entity owned or controlled by, or acting as an agent for, any person or entity who is the subject of an asset freeze or otherwise designated under United Nations Security Council Resolutions, or the trade sanctions laws of the U.S. or the EU, or other governments of jurisdictions in which you are based or operated and from which the Site may be accessed.

  10. U.S. GOVERNMENT RESTRICTED RIGHTS - The Site and documentation are provided with Restricted and Limited Rights (as defined in DFAR). Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in DFAR Section 252.227-7013 or FAR Section 52.227-19, as applicable, and additional restrictions set forth in this License. Contractor/Manufacturer of the Site is Mercer (US) Inc., 121 River Street, Hoboken, NJ 07030, USA.

  11. UNFORESEEN EVENTS - Neither Mercer nor you can predict delays or failures in performance under the License resulting from events beyond their reasonable control. This, for example, includes 'acts of God,' fire, flood, riots, new laws which prevent the carrying out of Mercer’s provision of the Site, the results of terrorist activity, failures of third party suppliers, and electronic and other power failures. Should such circumstances arise, Mercer will use its reasonable endeavors to continue to provide access to the Site but recognizes that you may not be able to wait while the matter is remedied. In such a case, either party may terminate the License with immediate effect by giving written notice to the other.

  12. JURISDICTION

      Each party hereby irrevocably agrees that this License and any controversy or claim of whatever nature arising out of or relating to them or breach thereof shall be construed, interpreted and governed by the laws of the State of New York in the United States of America, excluding its conflict of law rules, without regard to the United Nations Convention on Contracts for the International Sale of Goods and any amendments thereto, the application of which is expressly excluded. The jurisdictional venue for any proceedings involving this Agreement and/or the Order shall be the exclusive jurisdiction of the United States Federal Courts for the Southern District of New York. The English language version of this License shall prevail over any translation thereof into another language.

      You acknowledge that Mercer will be irreparably harmed if your obligations under this License are not specifically enforced and that it would not have an adequate remedy at law in the event of an actual or threatened violation by you of your obligations. Therefore, you agree that Mercer will be entitled to an injunction or any appropriate decree of specific performance for any actual or threatened violations or breaches by you, or any of the Users, without the necessity of showing actual damages or that monetary damages would not afford an adequate remedy.


  13. WAIVER OF TRIAL BY JURY - EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, TO THE FULLEST EXTENT PERMITTED BY LAW, KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR OTHER LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS LICENSE, THE ACCESS, USE AND INTERPRETATION OF THE INFORMATION ON THE SITE, OR ANY SERVICES PROVIDED BY MERCER OR ITS AFFILIATES. THE WAIVER APPLIES TO ANY ACTION OR LEGAL PROCEEDING, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. EACH PARTY AGREES NOT TO INCLUDE ANY EMPLOYEE, OFFICER, DIRECTOR OR TRUSTEE OF THE OTHER AS A PARTY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM RELATING TO SUCH DISPUTE.

  14. ENTIRE AGREEMENT - THIS LICENSE AND THE ORDER CONSTITUTE THE ENTIRE AGREEMENT BETWEEN YOU AND MERCER WITH RESPECT TO THE SUBJECT MATTER THEREOF AND SUPERSEDE ANY AND ALL PRIOR PROPOSALS, UNDERSTANDINGS, REPRESENTATIONS AND/OR AGREEMENTS, WHETHER ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING THERETO. INVOICES, PURCHASE ORDERS, PURCHASE ORDER ACKNOWLEDGMENTS AND ANY TERMS AND CONDITIONS SET FOR THE ON SUCH DOCUMENTS OR ANY SIMILAR DOCUMENTS SHALL BE FOR THE ISSUING PARTY’S INTERNAL PURPOSES ONLY. THE PARTIES SPECIFICALLY REJECT ANY SUCH TERMS AND CONDITIONS. ANY ADDITIONAL TERMS INCLUDED IN SUCH DOCUMENTS SHALL NOT BE CONSIDERED TO BE VALID OR IN ANY WAY INCORPORATED UNDER THIS AGREEMENT EVEN IF SUCH DOCUMENTS ARE ACKNOWLEDGED OR ACCEPTED BY THE RECEIVING PARTY.
    WITH RESPECT TO THE SITE, IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN A PROVISION OF THIS LICENSE AND A PROVISION OF ANY OTHER AGREEMENT BETWEEN YOU AND MERCER, THE APPLICABLE PROVISION OF THIS LICENSE SHALL CONTROL.

  15. TRANSFER/ASSIGNMENT

      ACCESS TO THE SITE IS LICENSED ONLY TO YOU (AND THE PERMITTED USERS). YOU MAY NOT RENT, LEASE, SUBLICENSE, SELL, ASSIGN, PLEDGE, TRANSFER OR OTHERWISE DISPOSE OF THE ACCESS TO THE SITE, OR ANY OF YOUR RIGHTS OR OBLIGATIONS UNDER THIS LICENSE, IN WHOLE OR IN PART, TO ANY OTHER PARTY, INCLUDING, WITHOUT LIMITATION, YOUR EMPLOYEES WHO ARE NOT USERS, ON A TEMPORARY OR PERMANENT BASIS, WITHOUT MERCER’S PRIOR WRITTEN CONSENT. ANY PURPORTED ASSIGNMENT IN VIOLATION OF THIS PARAGRAPH WILL BE VOID AND CONSTITUTE A MATERIAL BREACH OF THIS LICENSE.

      MERCER MAY RENT, LEASE, SUB-LICENSE, SELL, ASSIGN, PLEDGE, TRANSFER, CHARGE OR OTHERWISE DISPOSE OF THIS LICENSE TO ANY AFFILIATE OF MERCER, AND WILL PROVIDE YOU WITH WRITTEN NOTICE OF THE AFFILIATE TO WHICH THE LICENSE HAS BEEN DISPOSED.

      THIS LICENSE IS BINDING UPON AND SHALL INURE TO THE BENEFIT OF ALL PARTIES AND THEIR RESPECTIVE SUCESSORS, HEIRS, EXECUTOR, ADMINISTRATORS, PERSONAL REPRESENTATIVES AND PERMITTED ASSIGNS.


  16. SUBCONTRACTING - In order to provide the Site in the most efficient manner, Mercer may sub-contract appropriate parts of our services to a trusted third party or parties who may be located anywhere in the world. Notwithstanding paragraphs 7 and 8 of the License, in the event that the third party processes personal data, Mercer will ensure that such third party agrees in writing to act only on Mercer's instructions and provides appropriate guarantees in respect of the technical and organizational security measures governing the processing to be carried out. Mercer will take all reasonable steps to ensure compliance with those measures. Where such third party is located outside the European Economic Area, Mercer will take all necessary steps to ensure that the processing of any personal data by the third party, including its transfer to the third party, complies with all relevant data protection and privacy laws.

  17. OTHER

      Severability. It is the intent of the parties that the provisions of this License shall be enforced to the fullest extent permitted by applicable law. To the extent that the terms set forth in this License or any word, phrase, clause or sentence is found to be illegal or unenforceable for any reason, such word, phrase, clause or sentence shall be modified, deleted or interpreted in such a manner so as to afford the party for whose benefit it was intended the fullest benefit commensurate with making this License as modified, enforceable and the balance of this License shall not be affected thereby, the balance being construed as severable and independent.

      Modification and Waiver. Mercer reserves the right to amend this License as necessary from time to time. Any other modification or waiver of the provisions of this License shall be effective only if made in writing and signed by both parties. The failure by a party to insist upon strict performance of any provisions of this License shall not be construed as a waiver of such party’s rights arising out of any subsequent default of the same or similar nature. Any use of pre-printed, standard or posted term forms, including without limitation purchase orders, shrink-wrap agreements, click-wrap agreements, acknowledgements or invoices provided by you, are for administrative and convenience use only and any terms and conditions stated therein shall not have the ability, unless expressly agreed between the parties, to modify or override the terms contained in this License.

      Consent to Disclose. You agree that Mercer is entitled to disclose information (including confidential information) relating to this License or you to regulators having jurisdiction over its their business. You also agree that, notwithstanding any other provision in this License, Mercer may include the identities of those persons who are identified by you as contacts persons for you and information about the terms of this License in their internal client management, financial and conflict checking database.

      Survival. The following provisions will survive any expiration, termination or rescission of this License: 2 to 4, and 12 to 17.

      Third Party Beneficiaries. Neither this License nor access and use of the information on the Site or the provision of any services hereunder is intended to confer any right or benefit on any third party.

      Term and Termination. This License will continue for one (1) year from the date you first access the Site (the “Term”). Mercer may terminate this License immediately if you fail to comply with any term or condition of this License, or upon thirty (30) days written notice to you, at its sole discretion. You agree upon termination for any reason to return any materials associated with the Site in your possession together with all copies in any form.

      Notices. Any notice which is to be given by one party to the other under the License will be given in writing (other than email). It will be effective if delivered to the address of the other party set out in the Order or any other address specified subsequently. A notice will be effective 48 hours after delivery. Either party may change its address for service by giving notice to the other party in accordance with this paragraph 17.7.


  18. Should you have questions regarding this License, you may contact Mercer by writing to Mercer WorkforcePro LLC, 121 River Street, Hoboken, NJ 07030, USA

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