Terms & Conditions
Last Updated April 23, 2020
Thanks for using the Venrollment services (including its website, and mobile and web-based applications, and any other tools, products, or services provided by Venrollment LLC that link to or reference these Terms) (collectively, the “Services”). The Services are provided by Venrollment LLC (“we,” “our,” or “us”), located at 1033 Fletcher Rd, Wayne, PA 19087, U.S.A.
By using the Services, you are agreeing to these Terms of Service (“Terms”). These Terms are an agreement between us and you or the entity you represent (“you” or “your”). These Terms take effect when you click an “I Accept” button or check box presented with your access or use of the Services, if earlier, when you use any of the Services (the “Effective Date”). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into these Terms for an entity, such as the company you work for, then you represent to us that you have legal authority to bind that entity.
YOU ACKNOWLEDGE AND AGREE THAT THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION IN SECTION 14 THAT AFFECT YOUR RIGHTS UNDER THESE TERMS WITH RESPECT TO THE SERVICES.
1. Using the Services
You may access and use the Services in accordance with these Terms, and any other documentation, instructions, or guidelines that we make available to you. You will comply with these Terms, and all laws, rules and regulations applicable to your use of the Services.
Please don’t misuse the Services. For example, don’t interfere with the normal operation of the Services, try to access them using a method other than the interface and the instructions that we provide, or extensively or automatically copy any content from the Services (in other words, no scraping). We may suspend or stop providing the Services to you if you do not comply with our terms or policies, if we are investigating suspected misconduct, or for any other good faith reason.
Using the Services does not give you ownership of any intellectual property rights in the Services or the content that you access through them (“Content”). You may not use Content, except as permitted by its owner or as otherwise permitted by law. These Terms do not grant you the right to use any of our branding or logos, including the Venrollment name or logo. Don’t remove, obscure, or alter any legal notices displayed in or along with the Services or Content.
The Services may contain Content that is not ours. For example, Content belonging to our advertisers, other third parties, you, or other users (collectively, “Third-Party Content”). We are not responsible for, and you waive all of our liability with respect to, Third-Party Content. Third-Party Content is the sole responsibility of the individual or entity that makes it available via the Services. We may review Third-Party Content to determine whether it is illegal or violates our policies, and we may remove or refuse to display Third-Party Content that we believe violates our policies or the law. But we do not generally review content beforehand, and we are not obligated to do so.
In connection with your use of the Services, we may send you service announcements, administrative messages, and other information. You may opt out of some of those communications, for example, by clicking on the “unsubscribe” link in marketing e-mails or texting “Stop” or “Do Not Send” in response to text messages, or disabling notifications in the Services’ settings. Please be aware that there may be a brief period before we are able to process your opt-out.
Some of the Services are available on mobile devices or may utilize SMS/iMessage, which may cause you to incur SMS or data charges with your wireless provider. Please be aware that we have no control over these charges, and if you do not wish to be charged, you should stop using the mobile or SMS/iMessage features (as applicable). If you send SMS/iMessage messages using the Services, then you represent and warrant to us that you have the recipient’s written consent to send them messages.
2. Your Venrollment Account
You may need an account in order to use the Services. If you create your own account, then you agree that all registration information that you give us as part of account creation will be accurate and current. If your account has been assigned to you by an administrator, your administrator may be able to access or disable your account. You will timely notify us of any changes to any of the foregoing information. You are responsible for controlling access to any PCs, mobile devices, or other end points that you allow to store your Services password, or on which you enable a "Remember Me" or similar functionality ("Activated Device"). Accordingly, you agree that you will be solely responsible for all activities that occur under your Services accounts, including the activities of any individual with whom you share your Services account or an Activated Device.
To protect your account, keep your password confidential. You are responsible for the activity that happens on or through your account. If you learn of any unauthorized use of your password, please contact us at email@example.com
3. Privacy and Feedback
We may collect information relating to your use of the Services, as well as derive information though analyzing that usage together with other Services data (collectively, “Learnings”). We own the Learnings and intellectual property in them, and may use and disclose Learnings for our business purposes.
If you provide any suggestions about the Services to us, then we will be entitled to use those suggestions without restriction. You irrevocably assign to us all right, title, and interest in and to the Suggestions and agree to provide us any assistance we require to document, perfect, and maintain our rights in the Suggestions.
4. Creating Videos
We Services may allow you to create retirement benefits and other benefits-related videos (“Videos”). You retain ownership of the materials that you upload to the Services or otherwise provide to us for use in the Videos, such as brand elements, and all intellectual property therein (“End User Materials”). Except for the End User Materials contained therein, we retains ownership of the Videos and all intellectual property therein.
You grant us a non-exclusive, worldwide, royalty-free license, while these Terms are in effect, to copy, create derivative works of, distribute and display the End User Materials in connection with providing the Services. Subject to your payment of fees and compliance with these Terms, we grant you a non-exclusive, non-transferable, non-sublicensable, royalty-free license to: copy and internally (within the company that you work for) distribute and display the Videos created by you using the Services.
You agree that you will not use the Services to:
- Violate law or a third-party’s rights;
- Submit excessive or unsolicited commercial messages or spam any users;
- Submit malicious content or viruses;
- Solicit other people’s login information, credit card numbers, or other sensitive information;
- Harass or bully other users; or
- Post content that is hate speech, threatening or pornographic, that incites violence or that contains nudity or graphic or gratuitous violence.
5. Fees and Taxes
We calculate and bill fees and charges monthly, using the rate card set forth on our pricing page unless otherwise agreed between the parties in writing. We may revise tht rate card from time-to-time, and will use commercially reasonable efforts to give you notice thereof (which may include an email or a posting on the Venrollment.com website.) An update to the rate card will take effect when stated therein, and your use of the Services after the update's effective date will be billed at the updated rate card. You will pay us the applicable fees and charges for use of the Services as described in the applicable order document between the parties, using one of the payment methods that we support. All amounts payable by you will be paid to us without setoff or counterclaim, and without any deduction or withholding. We may elect to charge you interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on all late payments. Except to the extent that you provide us a valid tax exemption certificate before the delivery of Services, you are responsible for the payment of any and all applicable local, state, and federal taxes or fees (however designated) relating to the Services. You shall also pay any fees, payment obligations and taxes that become applicable retroactively in connection with the Services.
6. Intellectual Property
We retain ownership of the Services and related documentation (collectively, with the Videos, “Our Materials”), and all intellectual property therein. These Terms do not grant any implied licenses to any of the foregoing. Subject to your compliance with these Terms (including paying fees), we grant you a non-exclusive, non-transferable, non-sublicensable, royalty-free license, for the duration of the applicable ordering document between the parties, to access and use the Services to create, stream, and download Videos created by you.
Unless expressly permitted in these Terms, you shall not, and shall not permit any third party to: (a) sublicense, sell, rent, lease, transfer, assign, or distribute the Our Materials to third parties; (b) hack or modify the credentials to the Services, or try to avoid or change any registration or authentication process that we implement; (c) modify or create derivative works of Our Materials; (d) disassemble, decompile, bypass any code obfuscation, or otherwise reverse engineer Our Materials or attempt to derive any of their source code, in whole or in part, except to the extent such activities are expressly permitted by law; (e) modify, obscure, or delete any proprietary rights notices included in or on Our Materials; or (f) use any of Our Materials beyond the duration of the ordering document between the parties.
7. Third-Party Rights and the DMCA
If you are a copyright owner or its agent and believe that any content residing on or accessible through the Services infringes upon your copyrights, you may submit a notification under the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent (the “Designated Agent”) with the following information in writing (see 17 U.S.C § 512(c)(3) for further detail):
- Identification of the work or material being infringed.
- Identification of the material that is claimed to be infringing, including its location, with sufficient detail so that we are capable of finding it and verifying its existence.
- Contact information for the notifying party (the "Notifying Party"), including name, address, telephone number, and email address.
- A statement that the Notifying Party has a good faith belief that the material is not authorized by the copyright owner, its agent or law.
- A statement made under penalty of perjury that the information provided in the notice is accurate and that the Notifying Party is authorized to make the complaint on behalf of the copyright owner.
- A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed.
Please also note that the information provided in a notice of copyright infringement may be forwarded to the user who posted the allegedly infringing content. After removing material in response to a valid DMCA notice, we will notify the user responsible for the allegedly infringing material that we have removed or disabled access to the material. We will terminate, under appropriate circumstances, users who are repeat copyright infringers, and we reserve the right, in our sole discretion, to terminate any user for actual or apparent copyright infringement.
If you believe you are the wrongful subject of a DMCA notification, you may file a counter-notification with us by providing the following information to the Designated Agent at the address below:
- The specific URLs of material that we have removed or to which we have disabled access.
- Your name, address, telephone number, and email address.
- A statement that you consent to the jurisdiction of U.S. District Court for the Eastern District of Pennsylvania, and that you will accept service of process from the person who provided the original DMCA notification or an agent of such person.
- The following statement: "I swear, under penalty of perjury, that I have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled."
- Your signature.
Upon receipt of a valid counter-notification, we will forward it to Notifying Party who submitted the original DMCA notification. The original Notifying Party (or the copyright holder he or she represents) will then have ten (10) days to notify us that he or she has filed legal action relating to the allegedly infringing material. If we do not receive any such notification within ten (10) days, we may restore the material to the Services.
The contact information for our Designated Agent is:
Attention: Copyright Agent
1033 Fletcher Rd, Wayne, PA 19087, U.S.A.
If you believe that any of your intellectual property rights other than copyrights have been infringed, please e-mail us at firstname.lastname@example.org. We reserve the right, in our sole and absolute discretion, to suspend or terminate any user who infringes the intellectual property rights of Venrollment LLC or others, and/or to remove, delete, edit or disable access to such person’s content. You agree that we have no liability for any action taken under this section.
8. Modifying and Terminating the Services
We are constantly changing and improving the Services. We may add or remove functionalities or features, and/or suspend or stop a Service altogether, at any time, without any notice or liability to you.
Sections 8 – 14 will survive termination or expiration of these Terms indefinitely.
9. Our Warranties and Disclaimers
WE MAKE NO EXPRESS OR IMPLIED WARRANTIES REGARDING OUR MATERIALS. WE SPECIFICALLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SUITABILITY, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT OUR MATERIALS WILL BE ERROR-FREE, VIRUS-FREE, UNINTERRUPTED, OR FREE FROM UNAUTHORIZED ACCESS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, THAT YOU RECEIVE FROM US OR ANYWHERE ELSE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE TERMS. For clarity, the Videos are provided for informational purposes only, and do not affect the terms or conditions of an insurance or benefits plan.
SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES.
10. Liability for the Services
TO THE EXTENT PERMITTED BY LAW, THE RELEASED PARTIES AND THEIR PARTNERS, LICENSORS, RESELLERS, AND CONTRACTORS WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.
TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF THE RELEASED PARTIES AND THEIR PARTNERS, LICENSORS, RESELLERS, AND CONTRACTORS, FOR ANY AND ALL CLAIMS UNDER THESE TERMS OR RELATING TO YOUR USE OF OUR MATERIALS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT THAT YOU PAID US TO USE THE SERVICES.
IN ALL CASES RELATING TO PROVIDING YOU THE SERVICES, THE RELEASED PARTIES AND THEIR LICENSORS, SUPPLIERS, RESELLERS, ADVERTISERS, AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE OR THAT IS DUE TO EVENTS OUTSIDE OF OUR REASONABLE CONTROL, SUCH AS WARS, CRIMINAL ACTIVITIES, STORMS, NATURAL DISASTERS, ACTS OF GOVERNMENT, PANDEMICS, SUPPLY INTERRUPTIONS, OR TELECOMMUNICATION OR INTERNET FAILURES.
"RELEASED PARTIES" MEANS US, OUR AFFILIATES, AND OUR AND THEIR SUCCESSORS AND ASSIGNS, AND OUR AND THEIR OFFICIERS, DIRECTORS, EMPLOYEES, AND AGENTS.
11. Business/Employer Uses of the Services
If you are using the Services on behalf of a business or employer, then you are accepting these Terms on their behalf, and that business or employer agrees to be bound by these Terms.
You agree to indemnify, defend, and hold harmless Venrollment LLC, its affiliated companies, and its and their predecessors, successors, and assigns, and its and their respective directors, officers, employees, agents, representatives, partners, resellers and contractors from and against all claims, liabilities, losses, expenses, damages and costs (including, but not limited to, reasonable attorneys' fees), resulting from or arising out of your actual or alleged breach of these Terms, any content you provide through the Services, or your use or misuse of the Services. However, you will not be responsible for claims, damages, and costs which are found by a court of competent jurisdiction to have arisen solely from our grossly negligent acts or omissions.
13. About these Terms
We may modify these Terms or any additional terms that apply to the Services for any reason, for example, to reflect changes to the law or changes to the Services. You should look at the Terms regularly and the “Last Updated” date at the beginning of these Terms. We’ll use reasonable efforts to give you notice of these modifications, such as posting notice of modifications to these Terms on this web page, through the Services, or via email. By continuing to use the Services after we make these modifications, you agree that you will be subject to the modified Terms. If you do not agree to the modified terms for the Services, you should discontinue your use of that Service.
If there is a conflict between these Terms and any additional terms for the Services, the additional terms will control for that conflict.
These Terms control the relationship between Venrollment LLC and you. They do not create any third-party beneficiary rights. If you do not comply with these Terms, and we don’t take action right away, this doesn’t mean that we are giving up any rights that we may have (such as taking action in the future). If it turns out that a particular term is not enforceable, this will not affect any other terms.
The laws of the United States and the Commonwealth of Pennsylvania, excluding Pennsylvania’s conflict of laws rules, will apply to any disputes arising out of or relating to these terms or the Services.
You may not assign or delegate your rights or obligations relating to these terms or your account for the Services without our prior written consent. We may assign these terms or assign or delegate any of our rights or obligations at any time.
For information about how to contact Venrollment LLC, please visit our contact page at - Contact Us
14. Binding Arbitration
You agree to the following:
a. Purpose. Any and all Disputes (as defined below) involving you and Venrollment LLC will be resolved through individual arbitration. In arbitration, there is no judge or jury and there is less discovery and appellate review than in court. This Section 14 (the "Arbitration Provision") shall be broadly interpreted. Notwithstanding anything to the contrary in these Terms, this Section 14 does not apply to an action by either party to enjoin the infringement or misuse of its intellectual property rights, including copyright, trademark, patent or trade secret rights.
b. Definitions. The term "Dispute" means any claim or controversy related to the Services or the Software, including but not limited to any and all: (1) claims for relief and theories of liability, whether based in contract, tort, fraud, negligence, statute, regulation, ordinance, or otherwise; (2) claims that arose before these Terms or any prior agreement; (3) claims that arise after the expiration or termination of these Terms; and (4) claims that are currently the subject of purported class action litigation in which you are not a member of a certified class. As used in this Arbitration Provision, " Venrollment LLC" means Venrollment LLC and any of its predecessors, successors, assigns, parents, subsidiaries and affiliated companies and each of their respective officers, directors, employees and agents, and “you” means you and any users or beneficiaries of your access to the Services.
c. Initiation of Arbitration Proceeding/Selection of Arbitrator. The party initiating the arbitration proceeding may open a case with JAMS, formerly Judicial Arbitration and Mediation Services, Inc., (“JAMS”) by visiting its website (www.jamsadr.com) or calling its toll-free number (1-800-352-5267). You may deliver any required or desired notice to Venrollment LLC by mail to 1033 Fletcher Rd, Wayne, PA 19087, U.S.A.
d. Right to Sue in Small Claims Court. Notwithstanding anything in this Arbitration Provision to the contrary, either you or Venrollment LLC may bring an individual action in a small claims court in the area where you access the Services if the claim is not aggregated with the claim of any other person and if the amount in controversy is properly within the jurisdiction of the small claims court.
e. Arbitration Procedures. This Arbitration Provision shall be governed by the Federal Arbitration Act. Arbitrations shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures (the “JAMS Rules”) as modified by the version of this Arbitration Provision that is in effect when you notify Venrollment LLC about your Dispute. You can obtain the JAMS Rules from the JAMS by visiting its website (www.jamsadr.com) or calling its toll-free number (1-800-352-5267). If there is a conflict between this Arbitration Provision and the rest of these Terms, this Arbitration Provision shall govern. If there is a conflict between this Arbitration Provision and the JAMS rules, this Arbitration Provision shall govern. If JAMS will not administer a proceeding under this Arbitration Provision as written, the parties shall agree on a substitute arbitration organization. If the parties cannot agree, the parties shall mutually petition a court of appropriate jurisdiction to appoint an arbitration organization that will administer a proceeding under this Arbitration Provision as written applying the JAMS Rules. A single arbitrator will resolve the Dispute. Unless you and Venrollment LLC agree otherwise, any arbitration hearing will take place in Wayne, PA. The arbitrator will honor claims of privilege recognized by law and will take reasonable steps to protect customer account information and other confidential or proprietary information. The arbitrator shall issue a reasoned written decision that explains the arbitrator’s essential findings and conclusions. The arbitrator’s award may be entered in any court having jurisdiction over the parties only if necessary for purposes of enforcing the arbitrator’s award. An arbitrator’s award that has been fully satisfied shall not be entered in any court.
f. Waiver of Class Actions and Collective Relief. THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED OR LITIGATED ON A CLASS ACTION, JOINT OR CONSOLIDATED BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC (SUCH AS A PRIVATE ATTORNEY GENERAL), OTHER SUBSCRIBERS, OR OTHER PERSONS. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT INDIVIDUAL PARTY’S CLAIM. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
g. Arbitration Fees and Costs. The payment of the JAMS’s fees and costs will be governed by the JAMS Rules. However, if the arbitrator finds that your Dispute was frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), the payment of the JAMS’s fees and costs shall be governed by the JAMS Rules and you shall reimburse Venrollment LLC for all fees and costs that were its obligation to pay under the JAMS Rules. You may hire an attorney to represent you in arbitration. You are responsible for your attorneys’ fees and additional costs and may only recover your attorneys’ fees and costs in the arbitration to the extent that you could in court if the arbitration is decided in your favor.
h. Severability and Waiver of Jury Trial. If any part of subsection (f) of this Arbitration Provision is found to be illegal or unenforceable, the entire Arbitration provision will be unenforceable and the Dispute will be decided by a court. WHETHER IN COURT OR IN ARBITRATION, YOU AND VENROLLMENT LLC AGREE TO WAIVE THE RIGHT TO A TRIAL BY JURY TO THE FULLEST EXTENT ALLOWED BY LAW. If any other clause in this Arbitration Provision is found to be illegal or unenforceable, that clause will be severed from this Arbitration Provision and the remainder of this Arbitration Provision will be given full force and effect.
i. Continuation. This Arbitration Provision will survive the termination or expiration of these Terms.