The following agreement (the “Terms of Service” or “Agreement”) is between Plan Notice, LLC, a Louisiana limited liability company (“Plan Notice”) and the client that accepts these Terms of Service (the client is referred to in these Terms of Service as “You” or “Client”, and You and Plan Notice are collectively referred to as the “Parties” or individually as a “Party” to these Terms of Service).
WHEREAS, Plan Notice is a company that provides notice, disclosure, location search, printing, mailing, data management and related services utilized by retirement plans, their administrators and others that engage Plan Notice to provide the services available on the Plan Notice website (the “Services”);
WHEREAS, Plan Notice customers may place an order for Plan Notice Services through this website by creating an account and accepting these Terms and Conditions; and
WHEREAS, the Parties understand and acknowledge that the Internet is neither owned nor controlled by the Parties and that the Parties cannot guarantee that You will able to access Plan Notice servers at any given time despite the Parties’ best efforts to maintain access to the Plan Notice website.
NOW, THEREFORE, the Parties agree as follows:
1. Accepting these Terms of Service. You agree to be bound by these Terms of Service every time you access your account. You have also agreed by using the Plan Notice website to be bound by the Terms of Use. You will be prompted to read and accept these Terms of Service when you create an account, and, each time You “Login” to your account You agree to be bound by the Terms of Service, as updated from time to time. We may amend these Terms of Service at any time.
2. Term. These Terms of Service apply to any Services requested by You and continue in force until the Services are completed.
3. Plan Notice Fees; Payment Terms. The Parties agree that Plan Notice shall be compensated for Services based on the invoice generated each time Services are requested by a Client. The Client is responsible for payment of invoiced fees. Fees are invoiced based on the fee schedule displayed at the time You request Services. Plan Notice may change its fee schedule at any time. Payment is due at the time Services are requested, unless otherwise agreed by the Parties in writing.
4. Service Guarantee. Plan Notice promises to make reasonable commercial efforts to process all data received within the timeframe specified. The Plan Notice system will send a service invoice via email each time You submit a Service request; the Service invoice is your confirmation that Plan Notice has received your request and associate data. If for any reason you are not satisfied with the product or service that you receive from Plan Notice, contact us within 30 days of confirmation invloice and we will provide you with a refund, less applicable fees.
5. Client Responsible for Data Uploads. You are solely responsible for the accuracy of information provided by You.
5.1 No Verification. Plan Notice will utilize the information you provide to perform the Services and will rely on the accuracy of information provided by You without independent verification. If You notify Plan Notice of a problem with the information provided, Plan Notice may review the uploaded information and act based on your reasonable instructions, but Plan Notice does not become responsible for the accuracy of information you provide when it agrees to review content.
5.2 Accuracy and Sufficiency of Notices Are Client Responsibility. You are solely responsible for determining who will receive electronic notices and mailings. You are responsible for the content of electronic notices and mailings. Client is responsible for extracting data from their records and delivering data in the required format to Plan Notice. Required data formatting and processing timeframes are provided in the description of Services and will be confirmed on the Service invoice. After processing is complete by Plan Notice, the Client will receive a confirmation listing final processing counts.
5.3 Deadlines are Client Responsibility. You are responsible for meeting any deadlines applicable to your business. Plan Notice will provide the Services according to these Terms and Conditions and the Service invoice but does not assume any liability You may incur liability for failure to meet deadlines. Plan Notice will honor the Service Guarantee described in these Terms and Conditions. See also, Limitation of Liability, below.
6. Plan Notice Compliance with Privacy Laws. Plan Notice complies with all applicable laws and rules related to privacy, confidentiality, and security. Plan Notice performs an annual Systems and Organizations Control Audit (“SOC2 Audit”) by an independent, SOC2 qualified, third-party firm that confirms Plan Notice has implemented industry best practices for internal and external security to protect Plan and Participant information, including personally identifiable information. A copy of the most recent SOC2 Audit is available on request.
7. Confidentiality. All information furnished by either Party to the other will be treated as “confidential information” and will not be disclosed to third parties except as required by law, as required to perform the Services, or as otherwise mutually agreed upon in writing; provided, however, that “confidential information” does not include any information that (1) is or becomes generally available to the public other than as a result of the receiving Party’s breach of this Agreement; (2) is or becomes available to the receiving party on a non-confidential basis from a third-party source; (3) was in the receiving Party’s possession prior to the disclosing Party’s disclosure hereunder; or (4) was or is independently developed by the receiving Party without using any confidential information.
8. Security Precautions. You should implement sound and consistent internal controls regarding IT system access and system usage. Your Plan Notice account is password-protected. Plan Notice will never ask you for your password in an unsolicited phone call or in an unsolicited email. DO NOT EMAIL DATA files. Use the website Client portal and Plan Notice account login to send data. You should have controls in place to restrict access to the secure Plan Notice web portal
9. You Agree to Indemnify Plan Notice. You agree to indemnify and hold Plan Notice and its subsidiaries, affiliates, officers, shareholders, employees, agents, printers, contractors, vendors, co-branders, suppliers, internet service providers, and partners harmless from any loss, cost, claim, demand or other harm of any kind, including reasonable attorneys’ fees, due to or arising out of your information, Your content, Your use of this website, the use of this website by any person who uses this website while logged in using Your credentials, breach of these Terms of Service, Your violation of any laws and Your violation of any rights of another person.
10. Plan Notice May Refuse Service. Plan Notice may terminate Your website access at any time and refuse to provide Services. Plan Notice will honor the Service Guarantee for any Service request for which you receive a confirmation in the form of a Service invoice.
11. Limitation of Liability. Plan Notice will not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for fines, penalties, loss of profits, goodwill, use, data or other intangible losses (even if Plan Notice has been advised of the possibility of such damages), resulting from: (1) the use or the inability to use this website; (2) the cost of procuring substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from this website; (3) unauthorized access to or alteration of your transmissions or data; (4) statements or conduct of any third party on this website; or (5) any other matter relating to Services.
12. Notices; Communication. The Parties expressly agree to accept electronic communication of any notice, advice, or report in lieu of a printed copy, including applicable disclosure documents and disclosures required under applicable law.
13. Arbitration Agreement. All controversies between the Parties, which may arise out of or relate to any of the Services provided by Plan Notice, or the construction, performance or breach of these Terms of Service or other agreement between the Parties regarding the Services, whether entered into prior to, on or subsequent to the date hereof, shall first be subject to good faith negotiations between the Parties to try and resolve the dispute. If good faith negotiations do not resolve the dispute, the Parties shall then submit the dispute to mediation in Orleans Parish, Louisiana, under the rules and supervision of the American Arbitration Association. If mediation does not resolve the dispute, then the Parties shall submit the dispute to be settled by binding arbitration in Orleans Parish, Louisiana, under the Commercial Arbitration Rules of the American Arbitration Association. Judgment upon any award rendered by the arbitrator(s) shall be final and may be entered into any court having jurisdiction.
