Date Last Revised: October 27, 2009
This BrightScope, Inc. Terms of Use Agreement (this "Agreement") is a legal agreement between you and BrightScope, Inc., which sets forth, among other things, the terms and conditions that apply to your access and use of the Internet Web site owned and operated by BrightScope, a Delaware corporation ("BrightScope"), and located at www.brightscope.com ("BrightScope.com" or the "Website"). By using BrightScope.com you agree to be bound by the terms and conditions of this Agreement and BrightScope's Privacy Policy, as each may be amended from time to time in the future (see "Modifications" below).
By using the information, tools, features and functionality located on BrightScope.com (together, the "Services"), you agree to be bound by this Agreement, whether you are a Visitor (which means that you simply browse the BrightScope.com website) or you are a Member (which means that you have registered with BrightScope). The term "you" or "User" refers to a Visitor or a Member. If you wish to become a Member, communicate with other Members and make use of the Service, you must read this Agreement and indicate your acceptance during the Registration process.
You may not use the Services and you may not accept this Agreement if you are not of a legal age to form a binding contract with BrightScope.
If you accept this Agreement, you represent that you have the capacity to be bound by it or if you are acting on behalf of a company or entity that you have the authority to bind such entity. Before you continue, you should print or save a local copy of this Agreement for your records.
For information about BrightScope's data protection practices, please read BrightScope's Privacy Policy, which is hereby incorporated into this Agreement. This policy explains how BrightScope treats your personal information, and protects your privacy, when you access BrightScope.com and use the Services. The policy may be updated from time to time at our discretion. Changes will be effective upon posting to the Website.
BrightScope quantitatively rates 401k plans and gives plan sponsors and participants tools to make their plans better. The BrightScope mission is to increase the retirement security of Americas' workforce by bringing transparency and efficiency to the 401k plan market. Based on such information, the Services may also include information relating to third party products or services (together, the "BrightScope Offers").
Most Services are provided to you by BrightScope without charge and are meant as an aid to assist you in organizing and managing your finances. We do charge for some premium services (such as the Plan Dashboard). Neither our free Services nor our premium services are intended to provide legal, tax or financial advice.
Some parts of the Services may be supported by sponsored links from advertisers and display the BrightScope Offers that may be custom matched to you based on information stored in the Services, queries made through the Services or other information.
In connection with the BrightScope Offers, the Services will provide links to other web sites belonging to BrightScope advertisers and other third parties. BrightScope does not endorse, warrant or guarantee the products or services available through the BrightScope Offers (or any other third-party products or services advertised on or linked from our site), and BrightScope is not an agent or registered representative or otherwise responsible for the activities or policies of those web sites. BrightScope does not guarantee that the investment, plan or other service terms, rates or rewards offered by any particular advertiser or other third party on BrightScope.com are actually the terms that may be offered to you if you pursue the offer or that they are the best terms or lowest rates available in the market.
You agree and understand that you are responsible for maintaining the confidentiality of your password which, together with your LoginID e-mail address, allows you to access the Services. That Login ID and password, together with any mobile number or other contact or personal information you provide form your "Registration Information."
By providing us with your e-mail address, you agree to receive all required notices electronically, to that e-mail address. It is your responsibility to update or change that address, as appropriate. Notices will be provided in HTML (or, if your system does not support HTML, in plain-text) in the text of the e-mail or through a link to the appropriate page on our site, accessible through any standard, commercially available internet browser.
You agree that you will not allow others to use any aspect of your Registration Information. You have the responsibility for taking steps to maintain the confidentiality and security of your account. You agree to notify us immediately of any unauthorized use of your password and/or account. BrightScope will not be responsible for any losses arising out of the unauthorized use of your member name, password, and/or account and you agree to indemnify and hold harmless BrightScope, its partners, parents, subsidiaries, agents, affiliates, and/or licensors, as applicable, for any improper, unauthorized or illegal uses of the same.
If you become aware of any unauthorized use of your Registration Information, you agree to notify BrightScope immediately at the email address - security@brightscope.com.
Your right to access and use BrightScope.com and the Services is personal to you and is not transferable by you to any other person or entity. You are entitled to access and use BrightScope.com for lawful purposes only.
Accurate records enable BrightScope to provide the Services to you. In order for the Services to function effectively, you must also keep your Registration Information up to date and accurate. If you do not do this, the accuracy and effectiveness of the Services to you will be affected.
Your access and use of BrightScope.com may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of BrightScope.com or other actions that BrightScope, in its sole discretion, may elect to take, or as a result of any other cause beyond BrightScope's control.
As the owner of any personal information, data, passwords, usernames, other log-in information, materials or other content (collectively, "Accounts Content") you provide to us through the Services, you are licensing the Accounts Content to BrightScope solely for the purpose of providing the Service. BrightScope may use such Accounts Content, but only to provide the Service to you. By submitting Accounts Content, you represent that you are entitled to submit it to BrightScope for use for this purpose, without any obligation by BrightScope to pay any fees or other limitations.
The contents of BrightScope.com, including its "look and feel" (e.g., text, graphics, images, logos and button icons), photographs, editorial content, notices, software (including html-based computer programs) and other material are protected under both United States and other applicable copyright, trademark and other laws. The contents of BrightScope.com and the nature of the Services belong or are licensed to BrightScope or its software or content suppliers. Subject to this Agreement and the Privacy Policy, BrightScope hereby grants to you a limited, non-exclusive, non-transferable license to access and use BrightScope.com and BrightScope Services for personal non-commercial purposes only. You may download or print a copy of information provided on BrightScope.com for your personal, internal and non-commercial use only. Any distribution, reprint or electronic reproduction of any content from BrightScope.com in whole or in part for any other purpose is expressly prohibited without our prior written consent.
BrightScope reserves all right, title and interest not expressly granted under this Agreement to the fullest extent possible under applicable laws. Any use of the Services not specifically permitted under this Agreement is strictly prohibited.
You agree that you will not:
As a part of the Services, BrightScope allows members to upload plan and related documents to the plan data vault as well as to post content on bulletin boards, blogs and at various other publicly available locations on BrightScope.com ("Plan Content"). You agree that:
THE CONTENT AND ALL SERVICES AND PRODUCTS ASSOCIATED WITH BRIGHTSCOPE.COM OR PROVIDED THROUGH THE SERVICES ARE PROVIDED TO YOU ON AN "AS-IS" AND "AS AVAILABLE" BASIS. BRIGHTSCOPE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR UTILITY OF THE WEBSITE, SERVICES OR PLAN CONTENT OR ANY OTHER CONTENT OR OPERATION OF BRIGHTSCOPE.COM OR OF THE SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.
BRIGHTSCOPE MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT ON BRIGHTSCOPE.COM OR OF THE SERVICES, AND EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. BRIGHTSCOPE MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE THROUGH THE SERVICES IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.
YOU ACKNOWLEDGE THAT YOUR SUBMISSION OF ANY INFORMATION TO US IS AT YOUR OWN RISK. BRIGHTSCOPE DOES NOT ASSUME ANY LIABILITY TO YOU WITH REGARD TO ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.
YOU UNDERSTAND THAT YOU MAY ENCOUNTER OFFENSIVE, INDECENT OR OTHER OBJECTIONABLE CONTENT WHEN USING THE BRIGHTSCOPE.COM WEBSITE OR BRIGHTSCOPE SERVICE. BRIGHTSCOPE WILL HAVE NO LIABILITY TO YOU FOR ANY SUCH CONTENT.
SOME OF THE CONTENT, PRODUCTS AND SERVICES AVAILABLE THROUGH THE BRIGHTSCOPE.COM WEBSITE OR BRIGHTSCOPE SERVICE MAY INCLUDE MATERIALS THAT BELONG TO THIRD PARTIES. YOU ACKNOWLEDGE THAT BRIGHTSCOPE ASSUMES NO RESPONSIBILITY FOR SUCH CONTENT, PRODUCTS OR SERVICES.
NEITHER BRIGHTSCOPE NOR THE SERVICE IS INTENDED TO PROVIDE LEGAL, TAX OR FINANCIAL ADVICE. BRIGHTSCOPE IS NOT A FINANCIAL PLANNER, FIDUCIARY UNDER ERISA, REGISTERED REPRESENTATIVE OR TAX ADVISOR. WE DO NOT PROVIDE INVESTMENT ADVICE TO COMPANY RETIREMENT PLANS. WE DO NOT EXERCISE DISCRETIONARY AUTHORITY OR CONTROL WITH RESPECT TO MANAGEMENT OR ADMINISTRATION OF COMPANY RETIREMENT PLANS, OR THE DISPOSITION OF COMPANY RETIREMENT PLAN ASSETS.
The Services are intended only to assist you in your understanding of differences between company sponsored retirement plans and are necessarily broad in scope. Your personal financial situation is unique, and any information and advice obtained through the Services may not be appropriate for your situation. Accordingly, before making any decisions or implementing any financial/retirement strategy, you should obtain additional information and advice from your accountant or other financial advisers who are fully aware of your individual circumstances.
You understand and agree that any alerts provided to you through the Services may be delayed or prevented by a variety of factors. BrightScope uses commercially reasonable efforts to provide alerts in a timely manner with accurate information. However, we neither guarantee the delivery nor the accuracy of the content of any alert. You also agree that BrightScope shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance on an alert.
BRIGHTSCOPE SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO BRIGHTSCOPE.COM, YOUR USE OF THE SERVICES OR THIS AGREEMENT, EVEN IF BRIGHTSCOPE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY BRIGHTSCOPE OR OTHERS WILL CREATE A WARRANTY AND NEITHER YOU NOR ANY THIRD PARTY MAY RELY ON ANY SUCH INFORMATION OR ADVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY OR MAY NOT APPLY TO YOU. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, BRIGHTSCOPES' LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO $5.00 (FIVE UNITED STATES DOLLARS).
You shall defend, indemnify and hold harmless BrightScope and its officers, directors, shareholders, and employees, from and against all claims and expenses, including but not limited to attorneys fees, in whole or in part arising out of or attributable to any breach of this Agreement by you or to any use by you of the Website or Services in violation of another party's rights or applicable law.
This agreement will remain effective until terminated by you or terminated by us.
BrightScope may modify this Agreement from time to time. You will be notified of any and all changes to this Agreement through a prominent notice on the Website. In addition, the Agreement will always indicate the date it was last revised. You are deemed to accept and agree to be bound by any changes to the Agreement when you use the Services after those changes are posted.
This Agreement, and your relationship with BrightScope under this Agreement, shall be governed by the laws of the State of California without regard to its conflict or choice of laws provisions. Any dispute with BrightScope, or its officers, directors, employees, agents or affiliates, arising under or in relation to this Agreement shall be resolved exclusively through the small-claims court of the Superior Court of California within the county of San Diego, California, except with respect to imminent harm requiring temporary or preliminary injunctive relief in which case BrightScope may seek such relief in any court with jurisdiction over the parties. You understand that, in return for agreement to this provision, BrightScope is able to offer the Services on the terms designated, and that your assent to this provision is an indispensable consideration to this Agreement.
You also acknowledge and understand that, with respect to any dispute with BrightScope, its officers, directors, employees, agents or affiliates, arising out of or relating to your use of the Services or this Agreement:
If you have paid a fee to BrightScope for your use of the Services and executed a written agreement with BrightScope in connection therewith ("Services Agreement") then in the event of a conflict between this Agreement and the provisions of your Services Agreement, the terms for your Services Agreement shall prevail.
If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.
You agree that if BrightScope does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which BrightScope has the benefit of under any applicable law), this will not be taken to be a formal waiver of BrightScope's rights and that those rights or remedies will still be available to BrightScope.
All covenants, agreements, representations and warranties made in this Agreement shall survive your acceptance of this Agreement and the termination of this Agreement.
BrightScope may provide notification, whether such notifications are required by law or are for marketing or other business related purposes, to you via email, written or hard copy notice, or through conspicuous posting of such notices on the Website, as determined by BrightScope in its sole discretion. BrightScope reserves the right to determine the form and means of providing notification to you, provided that you may opt out of certain means of notification as described in this Agreement.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND WILL BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THIS AGREEMENT REPRESENTS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY PROPOSALS OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, OTHER THAN ANY SERVICES AGREEMENT (IF APPLICABLE).
