|
Legal Notes
|
|
 |
|
for the 401(k) Easy run-it-yourself 401k website
|
|
|
[topic 1]
While Pension Systems Corporation offers 401k Easy Online clients information to help them make informed decisions about the variable aspects of their 401k plans,
Pension Systems Corporation is not a financial advisor and should not be considered as such. Companies are strongly advised to consult with a professional tax and/or investment advisor before establishing a company 401k -- or any other retirement savings plan, for that matter. All of the information in this website is for informational purposes only. All viewers agree to these provisions in viewing any of the information in this website.
[topic 2]
The 401k Easy Online software is both patented (US Patent
6041313) and patent pending in the United States and Canada.
Pension Systems Corporation,
401k Easy Online, and 401(k) Easy Pro, Advisors 401(k), Run-It-Yourself,
Self-Serivce, Payroll IRA Easy, 401(k) E Z, Pension Motor Corporation, Quik-Tab 401(k), Pension Service Associates, 403(b) Easy, and Pentec, Inc. are Registered Trademarks.
The Software, Publications and Support are provided by Pension Systems Corporation
for Licensee's exclusive use pursuant to
the terms of terms in the Pension Systems Corporation End-User License Agreement.
Pension Systems Corporation claims copyright and trademark protection for all Software and copyright for all Publications and Videos. Should the End-User License Agreement be terminated for any reason, the right of Licensee to use
Pension Systems Corporation-supplied Software, Publications and Support shall be revoked. Unauthorized use of Software and/or Publications constitutes copyright infringement, subjecting violator(s) to both civil and criminal penalties under federal law.
This website and all Pension Systems Corporation software, publications and videos are protected by claim of copyright.
[topic 3]
All material is provided "as is"" without any expressed or implied warranty of any kind, including warranties of merchantability, non infringement, of intellectual property or fitness for a particular purpose. The 60-day money-back guarantee on the
401k Easy Online system does not apply to one-time setup costs.
In no event shall Pension Systems Corporation or its affiliated companies be liable for any damages whatsoever (including, without limitation, damages for loss of profits, business interruption and/or loss of information) arising out of the use of or inability to use the materials, even if
Pension Systems Corporation has been advised of the possibility of such damages; because some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages; such a limitation may not apply to you.
-- Pension Systems Corporation cannot warrant the accuracy or completeness of its website's information, text, graphics, links or other items.
-- Pension Systems Corporation may make changes to any aspect of this website at any time.
-- Pension Systems Corporation makes no commitment to update this website at any time.
Pension Systems Corporation has no duty to perform any action other than those specified in
Pension Systems Corporation End-User License Agreement. Pension Systems Corporation
has no duty to determine or advise Licensee of the investment, tax or other consequences resulting from Licensee's own actions or inactions involving Licensee's company's qualified
plan(s). Pension Systems Corporation is not responsible or liable for the investment, tax or other consequences resulting from any of Licensee actions, or from
Pension Systems Corporation's actions in following any of Licensee's directions or from
Pension Systems Corporation's inaction in the absence of any directions from Licensee.
|
|
|
[topic 4]
This website is controlled and operated by Pension Systems Corporation from its central office, which is in Los Angeles, CA, U.S.A.
Pension Systems Corporation makes no representation that information (text and/or graphic) in the site is appropriate or available for use in other locations; access to the site from territories where the site's contents is illegal is prohibited.
-- Anyone who accesses this website does so on his or her own initiative and is responsible for compliance with applicable local laws.
-- Exporting any aspect of this website in violation of U.S. export laws and regulations is prohibited.
-- Any claim to any aspect of this website shall be governed by the internal substantive laws of the State of California.
|
|
|
[topic 5]
The information contained in this website is the property of Pension Systems Corporation
and is protected by copyright. In viewing any part of this website (in any form) or either the demo or full version of the actual
401k Easy Online software, viewers agree not to copy, reproduce, retransmit, disseminate, sell, distribute, publish, broadcast, circulate, commercially exploit, modify or post the information in any way without the express written consent of
Pension Systems Corporation Viewers furthermore agree not to use the information, in whole or in part, for any unlawful purpose, and to comply with reasonable written requests by
Pension Systems Corporation to protect our contractual, statutory and common law rights in the information and services contained in this website.
-- Information on this website may contain technical inaccuracies or typographical errors. Information may be changed or updated without notice.
Pension Systems Corporation may also make improvements and/or changes in the products and/or the programs described in this information at any time without notice.
-- Pension Systems Corporation does not grant any express or implied right to any viewer or customer under any patents, copyrights, trademarks, or trade secret information. Other rights can be granted to viewers/customers in writing.
-- Pension Systems Corporation makes no representations whatsoever about any other website which you may access through this one. When you access a
non-Pension Systems Corporation website, please understand that it is independent from
Pension Systems Corporation and that Pension Systems Corporation has no control over the content on that website. In addition, a link to a
non-Pension Systems Corporation website does not mean that Pension Systems Corporation
endorses or accepts any responsibility for the content or use of such a site. It is up to you to take precautions to ensure that whatever you select for your use is free of such destructive items as viruses. IN NO EVENT WILL
Pension Systems Corporation BE LIABLE TO ANY PARTY OR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES FOR ANY USE OF THIS WEBSITE OR ON ANY OTHER LINKED WEBSITE INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOU INFORMATION HANDLING SYSTEM OR OTHERWISE, EVEN IF WE ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
|
|
|
[topic 6]
Information we request from you is designed to help us serve your needs. Pension Systems Corporation
does not provide any personally identifying information submitted to us (via e-mail or any other means) to any third party.
You can help us maintain the accuracy of your information by notifying us if there are any changes in your company's address, contact personnel, company phone number, e-mail address, etc.
|
|
|
[topic 7]
Pension Systems Corporation does not endorse any mutual fund company, nor does mention of any mutual fund company name imply that company's endorsement of
Pension Systems Corporation or 401(k) Easy (TM). Some mutual fund companies listed in this website may not accept 401(k) purchases from the
401k Easy Online system.
Pension Systems Corporation does not recommend any investment advisory service or product, nor does it offer any advise regarding the nature, potential value or suitability of any particular security transaction or investment strategy.
Mutual fund companies open and close portfolios all the time, often without warning. While we do our best to keep our fund family listings up to date, we cannot guarantee that any listing is totally current.
Material presented in this website is for information purposes only; it does not imply an endorsement of any investments mentioned nor of any particular investment mix.
No offer of solicitation to buy or sell any of the securities listed in this website is being made by
Pension Systems Corporation, and there is no guarantee, either stated or implied, that any investments listed will perform as successfully in future years as they may have in past years.
Neither Pension Systems Corporation nor any of the information contained in this website is intending to supply investment, tax, or legal advice.
Investing always involves a degree of risk. The wise investor assesses the risk-reward relationship before investing or allocating funds, an assessment that involves reviewing fund prospectuses. It is strongly recommended that investors read the mutual fund prospectuses for relevant investments before making any investment selections. Prospectuses are available from Pension Service Associates Securities Corporation (818-501-4015), any other N.A.S.D. Broker-Dealer, or from the mutual fund companies themselves; mutual fund company telephone numbers are provided with their investment listings.
As stated above, investing always involves a degree of risk. You agree in viewing this website or any of its information to defend, indemnify and hold harmless
Pension Systems Corporation, Pension Service Associates Securities, their information providers and information transmitter from and against any and all claims, losses, liability, costs and expenses (including but not limited to attorney's fees) arising from your violation of the below End-User License Agreement or of any third-party's rights, including but not limited to infringement of any privacy rights.
An N.A.S.D. Broker-Dealer, Registered Investment Advisor, BD agent or IA rep may only transact business in a particular state after licensure or satisfying qualifications requirements of that state, or only if they are excluded or exempted from the state's broker-dealer, investment advisor, BD agent or IA rep requirements, as the case may be. Some states allow NASD-Registered Broker-Dealers to perform a limited number of transactions without state registration.
Follow-up, individualized responses to consumers in a particular state by a broker-dealer, investment advisor, BD agent or IA rep that involve either the effecting or attempting to effect transactions in securities or the rendering of personalized investment advice for compensation, as the case may be, shall not be made without first complying with the state's broker-dealer, investment advisor, BD agent or IA rep requirements, or pursuant to an applicable state exemption or exclusion.
If an investment advisor is registered with the SEC, states may not require registration, licensing, or qualification of the investment advisor or his or her supervised persons, except that states may license, register or otherwise qualify IA reps who have a place of business located within the state.
If an investment advisor does not qualify for SEC registration, in most states his or her actions are governed by state laws. State registration authority is limited, however, by a national de minimis standard that prohibits the laws of any state requiring registration, licensing or qualification as an investment advisor if the advisor does not have a place of business located in the state and during the prior 12 months had five or fewer clients residing in the state.
Federal and state securities laws are designed to ensure that, prior to any direct communication between a broker-dealer or investment advisor and a prospective client residing in a particular state, the broker-dealer or investment advisor must first be registered in the state, or must qualify for an exemption from such requirement.
Internet communications of regulated investments must contain a mechanism, including and without limitation, technical "firewalls" or other implemented policies and procedures, designed reasonably to ensure that prior to any subsequent, direct communication with prospective customers or clients in any state, said broker-dealer, investment adviser, BD agent or IA rep is first registered in the state or qualifies for an exemption or exclusion from such requirement. Nothing in this paragraph shall be construed to relieve a state registered broker-dealer, investment advisor, BD agent or IA rep from any applicable securities registration requirement in any state;
Internet communications cannot involve either effecting or attempting to effect transactions in securities, or the rendering of personalized investment advice for compensation, as may be, in any state over the Internet, but is limited to the dissemination of general information on products and services.
For information concerning the licensure status or disciplinary history of a broker-dealer, investment advisor, BD agent or IA rep, a consumer should contact his or her state securities law administrator or the N.A.S.D. at 800-289-9999 or through www.nasd.com (click on Investor Services, then About Your Broker, then The NASD Public Disclosure Program).
|
|
|
[topic 8]
Matters Outside the Responsibility of Pension Systems Corporation
Pension Systems Corporation has no duty to perform any action other than those specified in
Pension Systems Corporation End-User License Agreement. Pension Systems Corporation
has no duty to determine or advise Licensee of the investment, tax or other consequences resulting from Licensee's own actions or inactions involving Licensee's company's qualified
plan(s). Pension Systems Corporation is not responsible or liable for the investment, tax or other consequences resulting from any of Licensee actions, or from
Pension Systems Corporation's actions in following any of Licensee's directions or from
Pension Systems Corporation's inaction in the absence of any directions from Licensee.
Patent & Trademark Protection
The Software is both patented and patent pending in the United States and Canada.
Pension Systems Corporation, 401(k) Easy, 401k Easy Online, and 401(k) Easy Pro, Advisors 401(k), Run-It-Yourself,
Self-Service, Payroll IRA Easy, 401(k) E Z, Pension Motor Corporation, Quik-Tab 401(k), Pension Service Associates, 403(b) Easy, and Pentec, Inc. are Registered Trademarks.
Copyright Protection & Limitation of Use
The Software, Publications and Support are provided by
Pension Systems Corporation for Licensee's exclusive use pursuant to
the terms of terms in the Pension Systems Corporation End-User License Agreement.
Pension Systems Corporation claims patent, copyright and trademark protection for all Software and copyright for all Publications and Videos. Should the End-User License Agreement be terminated for any reason, the right of Licensee to use
Pension Systems Corporation-supplied Software, Publications and Support shall be revoked. Unauthorized use of Software and/or Publications constitutes copyright infringement, subjecting violator(s) to both civil and criminal penalties under federal law.
Regional Prototype Plan & Adoption Agreement
If Licensee adopts the Regional Prototype Plan by completing an Adoption Agreement, the following terms shall apply:
1. Licensee cannot make any modifications or changes to the text of the Regional Prototype Plan or the Adoption Agreement.
2. Licensee must notify Pension Systems Corporation in writing of any changes to the options selected in the Adoption Agreement.
3. If Pension Systems Corporation terminates the Pension Systems Corporation End-User License Agreement or Licensee fails to renew license for Software, Publications and Support, Licensee's plan will be treated as an individually designed plan if the Licensee is continuing to maintain it and has not replaced it with another Regional Prototype Plan.
Trade Secret Protection & Limitation of Use
By accepting the Pension Systems Corporation End-User License Agreement, Licensee understands and acknowledges that
Pension Systems Corporation's trade secrets consist of information, materials, computer programs and methodologies that are valuable and not generally known by
Pension Systems Corporation's competitors. Disclosure of trade secrets includes:
(a) information and materials relating to Pension Systems Corporation's accounting, allocating and processing
(b) marketing, cost, pricing information and customer lists.
Employer shall make use of Pension Systems Corporation's trade secrets only for the purposes specified and described in the
Pension Systems Corporation End-User License Agreement. In consideration of
Pension Systems Corporation's disclosure of its trade secrets to Licensee, Licensee agrees to treat
Pension Systems Corporation's trade secrets with the same degree of care and safeguards taken with his or her own trade secrets, but in no event less than a reasonable degree of care. Licensee agrees that without
Pension Systems Corporation's prior written consent,
Licensee will not:
(a) disclose Pension Systems Corporation's trade secrets to any third party,
(b) make or permit to be made copies or other reproductions of Pension Systems Corporation
trade secrets, or
(c) make any commercial use of Pension Systems Corporation trade secrets.
Licensee will not disclose Pension Systems Corporation's trade secrets to employees, agents or consultants unless they have the need to know the information in connection with their employment or consultant duties and they personally agree in writing to be bound by the terms of the
Pension Systems Corporation End-User License Agreement.
Injunction Relief: Licensee acknowledges that the Software contains proprietary trade secrets of
Pension Systems Corporation and hereby agrees to maintain the confidentiality of the Software using at least as great a degree of care as Licensee uses to maintain the confidentiality of Licensee's own most confidential information. Licensee acknowledges that the disclosure of any aspect of the Software, of any other confidential information referred to herein, or of any information which, at law or in equity ought to remain confidential, will immediately give rise to continuing irreparable injury to
Pension Systems Corporation inadequately compensable in damages at law. Accordingly,
Pension Systems Corporation may immediately terminate the Pension Systems Corporation
End-User License Agreement, including all license rights granted therein, in the event Licensee breaches any of its material confidentiality obligations regarding the Software, Publications and Support. In addition,
Pension Systems Corporation is entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available and Licensee hereby consents to the obtaining of such injunctive relief.
|
|
|
[topic 9]
Pension Systems Corporation (hereinafter
“PSC”) and its successors agrees to license its pc-based version or its
web-based version of its 401k software and related services, any updates or
modifications it provides, and associated documentation (herein collectively
referred to as the "Software") to you (hereinafter
"Licensee") pursuant to the below terms and conditions. Do not order
or use either the pc-based version or the web-based version of the Software
until you have carefully read the following terms. By ordering or using either
the pc-based version or the web-based version of the Software, you agree to be
bound by the terms and conditions of this end user license agreement (the
"Agreement").
Pension Systems Corporation hereby grants to Licensee a non-exclusive,
non-transferable license to access, load and execute the Software on a computer
under Licensee’s control for the duration of the calendar year in which
Licensee pays the annual license fee for the Software.
Licensee may use the Software for Licensee’s own use only, on one stand-alone
computer under Licensee’s control for the duration of the calendar year in
which Licensee pays the annual license fee for the Software. Licensee may not
load the Software on a network server or make the Software available through a
network of any kind In addition to the copy of the Software stored on the hard
drive of Licensee’s computer, Licensee may make one archival copy of the
Software solely for backup purposes. Making any additional copies of the
Software by any means, including electronic transmission, or allowing any other
person to make a copy is prohibited. No identifying marks, copyright, patent or
patent pending notices or proprietary rights notices may be altered or deleted
from any copies of the Software. Licensee is prohibited from giving copies of
the Software to another person or entity. Licensee may not print copies of any
user documentation. The Software contains trade secrets, and Licensee may not
decompile, reverse engineer, disassemble, or otherwise reduce the Software to a
human-perceivable form. Licensee may not modify, adapt, translate, rent,
sublease, assign, loan or sell the Software or create derivative works based
upon the Software or any part thereof. Licensee and Licensees Users shall (i)
not to attempt to gain access to the 401(k) Software object code, (ii) not
attempt to reverse engineer or decompile the 401(k) Software, (iii) not allow
any other party to access or use the functionality of the Software, and (iv) not
disclose the structure, functionality or capabilities of the Software to any
other parties.
Pension Systems Corporation will only permit Licensee Users to access the
Web-Based 401(k) Websites who has been identified by Licensee as authorized to
access the sites or have been given passwords or other access information by
Licensee. Licensee and Licensees Users shall (i) not to attempt to gain access
to the Software object code, (ii) not attempt to reverse engineer or decompile
the Software, (iii) not allow any other party to access or use the functionality
of the 401(k) Websites, and (iv) not disclose the structure, functionality or
capabilities of the Software or 401(k) Websites to any other parties. Pension
Systems Corporation shall (i) maintain the computers on which the Web-Based
Software is loaded and all copies of the Software in secure and locked
locations, (ii) only load the Software onto the hard disks and memory of
computers which are protected from access by passwords, (iii) allow access to
any copies of, or computers on which, the Software is stored only by persons who
are, through their employment or other agreements with Pension Systems
Corporation, legally obligated to comply with the nondisclosure, access and use
conditions of this Agreement, (iv) maintain a list of all employee and
contractor personnel with access to the Software and equipment, and (v) require
all such employee and contractor personnel to sign a statement that he/she
understands the nondisclosure, access and use requirements relating to the
Software. Licensee shall not: (i) reverse engineer, decompile, disassemble,
re-engineer, or otherwise translate any portion of the Software, (ii) rent,
lease, sub-license, time share, lend or transfer the Software to a third party,
(iii) allow direct access to the Software by anyone other than employees and
contractors whose duties require such access, (iv) develop, or have developed on
its behalf, software that is similar in functionality or features to the
Software, (v) develop, market or sell any competitive or derivative product for
Licensee’s own use or use by others (vi) distribute externally or to third
parties, except Users, any communication that describes or compares the
features, functions or performance characteristics of the Software, or (vii)
allow any third party contractors to do any of (i) through (vi). Licensee shall
not remove or alter any copyright notices or restrictive or ownership legends
appearing on or in the Software. Licensee shall take all reasonable steps, both
during and after the Term of this Agreement, to insure that no unauthorized
person accesses or uses the Software or 401(k) Websites.
Licensee who elects use PSC’s “full-service” offerings (including the 401k
Solution and other products and services specifically described in promotional
information as “full-service”) agrees to the License Restrictions for
Web-Based (not PC-Based) Software described above. For “full-service” plans.
PSC will provide assistance in the preparation of reporting forms due to
government agencies within the time (but only within the time) for which PSC is
retained by Licensee. PSC is not required to assist in the preparation of such
forms if they pertain to a calendar year/Plan Year that has ended prior to the
effective date of this Agreement or if the forms’ final dead-line/due dates
are subsequent to termination of this Agreement. Upon termination of this
Agreement all bookkeeping data processing and government form preparation
services shall immediately cease.
PSC does not perform or provide the Licensee
with Certified Plan Audits. Mutual fund companies and/or the Licensee’s plan
asset custodian shall provide Licensee with mutual fund statements that contain
plan share prices, balances, dividends, short-term and long-term capital gains
and losses and other detailed information deemed pertinent by the investment
fund companies. PSC shall provide Licensee with a year-end summary of the
plan’s mutual fund holdings. If Licensee requires more specific mutual fund
information, it is Licensee’s responsibility to extract the information from
the account statements supplied by the fund companies and/or asset custodian.
PSC reserves the right to charge Licensee for
time spent in consultation, discussion, question answering or records review
with Licensee’s accountants, consultants, attorneys or other professional
service providers or with government officials in matters pertaining to the
Licensee’s plan. Licensee shall furnish to PSC, on a timely basis, any and all
information and data that PSC may request in order to perform its services
hereunder, including but not limited to: employee census data, trust investment
data, plan amendments and communications with any government agencies concerning
the plan. PSC shall rely solely upon information so submitted. PSC shall not be
responsible for any penalties or liabilities resultant from failure of Licensee
to submit accurate information on a timely basis.
PSC will act in all matters only upon the
express direction of the Plan Administrator or the Trustees of the plan and will
at no time exercise any discretion or independent authority with regard to the
performance of the administrative services described herein, no such independent
authority or discretionary rights having been granted to PSC by Licensee, the
Plan Administrator or the Trustees of the plan under this or any other
agreement. PSC shall act in a ministerial capacity only.
There is a Plan Termination Fee of $50 per participant for all Web-Based
plans. This fee is payable in advance of termination or expiration of this
Agreement by the Licensee. In addition, there is a Web Access Extension Fee of
$500 assessed for Licensee’s post-termination online access to plan sponsor
functions and reports after this Agreement has terminated. To avoid paying this
Web Access Extension Fee, Licensee agrees to fully complete all plan
distributions, and print all relevant reports at least five (5) days prior to
the termination of this Agreement. The Web Access Extension Fee is payable in
advance of PSC setting up the technical protocols and systems required to
provide Licensee with five (5) consecutive business days of post-termination
online access. If additional days of post-termination online access are needed
after the initial five-days herein provided, additional days may be purchased at
the rate of $100 per each additional day, payable in advance.
Upon termination or expiration of this Agreement, Licensee may no longer rely
upon or use PSC copyrighted and/or PSC-supplied Prototype Plan Documents. Upon
termination or expiration of this Agreement Licensee’s right to use PSC-supplied
customized and standardized Documents is revoked.
Upon termination or expiration of this Agreement, Licensee may no longer rely
upon or use PSC copyrighted and/or PSC-supplied Prototype Plan Documents. Upon
termination or expiration of this Agreement Licensee’s right to use PSC-supplied
customized and standardized Documents is revoked.
The Software includes technology protected by US Patent Number 6041313, plus
additional US Patents Pending. Pension Systems Corporation claims copyright and
trademark protection for all Software and copyright for all Publications and
Videos. Should this Agreement be terminated for any reason, the right of
Licensee to use Pension Systems Corporation-supplied Software, Publications and
Support shall be revoked. Unauthorized use of Software and/or Publications
constitutes copyright infringement, subjecting violator(s) to both civil and
criminal penalties under federal law.
Non-Deposit Investment Products
Mutual funds and securities products are not bank deposits and are not insured
or guaranteed by the FDIC, the Federal Reserve Board, or any other government
agency. Mutual funds and securities products are subject to investment risks,
including possible loss of the principal invested.
Investment Performance/Rates of Returns
Investments returns do not do not necessarily reflect sales charges or loads,
and assume the reinvestment of dividends and capital gains. Investment return
and principal value will fluctuate so that an investor’s shares, when
redeemed, may be worth more or less than their original cost. Fund performance
information is not indicative of future results. Read the prospectus before
investing in mutual funds.
Calculators and Financial Planning Tools
Calculators and Financial Planning Tools are provided for informational and
illustrative purposes only and are not intended to provide specific legal,
accounting, financial or tax advice for any person and should not be relied upon
in that manner. Also, results are not meant to be indicative of the future
return or amount received investment. Results obtained through the use of the
Financial Planning Tools are not intended to be investment advice, and the
Provider, the Employer and Plan Administrator do not present such information as
fiduciaries.
Loan Modeling
Loan Modeling Tools may be used to determine the loan repayment associated with
a loan request and after such request, the Loan is subject to the Terms and
Conditions of the Loan Agreement, Note and Pledge. Additionally, the results of
the loan modeling tool are subject to change and may not be relied upon in all
cases to be in final form.
Investment Information
Investment information provided by a Pension Systems Corporation website of
other PSC-sponsored source is not an offer to sell or a solicitation of an offer
to buy any security, nor shall any such security be offered or sold to any
person, in any jurisdiction in which such offer, solicitation, purchase or sale
may not lawfully be made.
For the duration of the current license term, Pension Systems Corporation
warrants to Licensee only that the Software shall perform consistent with the
published specifications. Pension Systems Corporation’s sole obligation and
liability under this warranty shall be to correct any defects in the Software,
in a reasonable time, to perform in accordance with the published specifications
therefore. Any modifications, maintenance or other changes to the Software by
the Licensee or its agents and employees shall void this warranty but not the
exclusions and waivers of warranties contained herein. Pension Systems
Corporation does not warrant that the Software will meet Licensee’s
requirements or that its use will be uninterrupted or error-free. In the event
that Pension Systems Corporation fails to remedy defects in the Software,
Licensee’s sole remedy shall be to receive a refund of the current year’s
license fees for the Software (not including any plan customization fee paid by
Licensee). Pension Systems Corporation warrants to Licensee that during the Term
of this Agreement Pension Systems Corporation will use diligent efforts to
provide availability to licensed users of its Web-Based Software. Licensee of
Web-Based Software understands that website availability may be adversely
affected by various conditions including, but not limited to, electrical
interference, weather, acts of God or governmental authority, failure of
equipment, and User error and the failure of other equipment, such as switches,
routers and telecommunications devices not owned or controlled by Pension
Systems Corporation. Licensee of Web-Based Software understands that periodic
website service interruptions may be necessary to perform maintenance on third
party networks and facilities, and that, therefore, Pension Systems Corporation
cannot guarantee the availability of the Web-Based Software at all times and
under all circumstances.
Pension Systems Corporation has no control over Licensee’s use of the
Software, and Pension Systems Corporation does not and cannot warrant the
performance or results that may be obtained by its use. Pension Systems
Corporation does not represent, warrant, or guarantee the accuracy and
timeliness of the data or information contained in the Software and shall have
no liability of any kind whatsoever to Licensee, or to any other party, on
account of any inaccuracies in or untimeliness of the data or information. Nor
does Pension Systems Corporation have any obligations to Licensee to correct
such data or information or any errors contained in the Software. Various
information in the Software constantly changes, and the information may not be
current or accurate. The Software should not be used without confirming research
from other sources, obtaining up-to-date information, and separate analysis by
the Licensee of his or her own particular investment or tax situation or record
keeping application. The Software does not recommend or endorse any specific
investment or any particular mutual fund, nor does the Software offer specific
tax, legal or investment advice or strategies. Pension Systems Corporation is
not a financial advisor and should not be considered as such. Licensee is
strongly advised to consult with a professional tax and/or investment advisor
before establishing or investing on behalf of a 401(k) or any other retirement
savings plan.
Neither this nor any other agreement shall relieve Licensee or other designated
fiduciaries or other responsible persons providing services to the plan of any
of the responsibilities or liabilities specified in E.R.I.S.A. or the Internal
Revenue Code of 1954, as amended from time to time. PSC shall not, at any time,
under this Agreement or otherwise, act in any capacity that is or may be
construed to be that of a fiduciary or investment counselor to Licensee’s
plan. Nothing contained herein shall be construed so as to render PSC the Plan
Administrator or Trustee.
Some states do not allow the exclusion of implied warranties, so the above
exclusions may not apply to Licensee. In that event, any implied warranties are
limited in duration to ten (10) days from the date of purchase of the Software.
However, some states do not allow a limitation on how long an implied warranty
lasts, so the above limitation may not apply to Licensee.
IN NO EVENT SHALL Pension Systems Corporation, ITS SUPPLIERS OR ITS DISTRIBUTORS
BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE,
INCLUDING WITHOUT LIMITATION, LOSS OF DATA, LOST PROFITS OR COST OF COVER
ARISING FROM THE USE OF THE SOFTWARE OR ANY DEFECT IN THE SOFTWARE, HOWEVER
CAUSED AND ON ANY THEORY OF LIABILITY. THIS LIMITATION SHALL APPLY EVEN IF
Pension Systems Corporation, ITS SUPPLIERS OR ITS DISTRIBUTORS SHALL HAVE BEEN
ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGE. IN PARTICULAR BUT WITHOUT
LIMITATION, Pension Systems Corporation, ITS SUPPLIERS AND ITS DISTRIBUTORS
SHALL HAVE NO LIABILITY FOR THE LOSS OF ANY INFORMATION STORED IN OR USED WITH
THE SOFTWARE.
THE MAXIMUM AGGREGATE LIABILITY OF Pension Systems Corporation AND ITS SUPPLIERS
FOR ANY CLAIM ARISING OUT OF USE OF THE SOFTWARE OR ANY DEFECT IN THE SOFTWARE,
ON ANY AND ALL THEORIES OF LIABILITY, INCLUDING WITHOUT LIMITATION NEGLIGENCE BY
Pension Systems Corporation, SHALL IN ALL EVENTS BE LIMITED TO RETURN OF THE
AMOUNTS ACTUALLY PAID AS THE CURRENT YEAR’S LICENSE FEES.
The Software is subject to the DOD FAR Supplement and is “commercial computer
software.” Use, duplication or disclosure of the Software is subject to the
licensing restrictions set forth in this Agreement. The Software is subject to
the Federal Acquisition Regulations as “restricted computer software” and
its use, duplication and disclosure shall be subject to the restrictions in FAR
52.227-14.
Licensee acknowledges that this Agreement is a complete statement of the
agreement between Licensee and Pension Systems Corporation, and that there are
no other prior or contemporaneous understandings, promises, representations, or
descriptions, regarding the Software. This Agreement does not limit any rights
or remedies that Pension Systems Corporation may have under trade secret,
trademark, and copyright, patent or other related intellectual property laws.
Representatives of Pension Systems Corporation are not authorized to make
modifications to this Agreement, or to make any additional representations,
commitments or warranties binding on Pension Systems Corporation. Accordingly,
such additional statements are not binding on Pension Systems Corporation and
Licensee should not rely upon such statements. The validity and performance of
this Agreement shall be governed by California law (without reference to choice
of law principles) and all applicable Federal laws. This Agreement is deemed
entered into at Los Angeles, California, and shall be constructed as to its fair
meaning and not strictly for or against either party. Any resolution of a
dispute arising out of or in connection with this Agreement may only be resolved
in Los Angeles, California.
This Agreement shall continue in effect for a period ending on the last day of
the effective calendar year this Agreement was entered into. Pension Systems
Corporation reserves the right to adjust fees and suspend services without
breaching or terminating this Agreement if Licensee fails to pay invoiced fees
in accordance with this Agreement. Pension Systems Corporation may terminate
this Agreement if Licensee breaches this Agreement.
Pension Systems Corporation reserves the right to use Licensee’s business
name, city and state in marketing literature and materials used in promoting
Pension Systems Corporation products and services.
If a dispute (excluding copyright, patent, or trademark, or other intellectual
rights infringement claims) arises from or relates to this Agreement or the
breach thereof, and if the dispute cannot be settled through direct discussions,
the parties agree to endeavor first to settle the dispute by mediation in Los
Angeles, California, administered by the American Arbitration Association under
its Commercial Mediation Rules before resorting to arbitration. Any unresolved
controversy or claim (excluding copyright, patent, or trademark infringement
claims) arising under this Agreement or its breach, including but not limited to
any controversy concerning the meaning or interpretation of any provision of
this Agreement or controversies arising from possible errors or omissions on the
part of Pension Systems Corporation or its agents or suppliers shall be decided
by binding arbitration administered by the American Arbitration Association in
accordance with its Commercial Arbitration Rules, and judgment on the award
rendered by the arbitrator(s) may be entered in any court having jurisdiction
thereof. The place of arbitration shall be Los Angeles, California. Any such
controversy or claim shall be arbitrated on an individual basis and shall not be
consolidated in any arbitration with any claim or controversy of any other
party.
Consistent with the expedited nature of arbitration, each party will, upon
the written request of the other party, promptly provide the other with copies
of documents relevant to the issues raised by any claim or counterclaim on which
the producing party may rely in support of or in opposition to any claim or
defense. Any dispute regarding discovery, or the relevance or scope thereof,
shall be determined by the arbitrator(s), which determination shall be
conclusive.
The arbitrator(s) shall not award consequential damages in any arbitration an
award of exemplary or punitive damages. The arbitrator(s) may determine how the
costs and expenses of the arbitration shall be allocated between the parties,
but they shall not award attorneys’ fees. The award shall be in writing, shall
be signed by a majority of the arbitrators, and shall include a statement
regarding the reasons for the disposition of any claim. Except as may be
required by law, neither a party nor an arbitrator may disclose the existence,
content, or results of any arbitration hereunder without the prior written
consent of both parties.
Any notice required or
permitted to be given by either party under this Agreement shall be in writing.
Notices sent by mail shall be deemed effective three business days after
deposit, postage prepaid, in the mail.
This Agreement shall be binding and inure to the benefit of the parties hereto
and their respective successors and assigns. Neither party shall assign any of
its rights nor delegate any of its obligations under this Agreement to any third
party without the express written consent of the other, provided that consent
shall not be required in connection with the reorganization or merger of a party
or the sale of such party’s business or all or substantially all of its assets
to a third party.
Nonperformance of either party shall be excused to the extent that performance
is rendered impossible by strike, fire, flood, governmental acts, orders or
restrictions, failure of suppliers, or any other reason where failure to perform
is beyond the control and not caused by the negligence of the non-performing
party.
The waiver by either party of a breach or right under this Agreement will not
constitute a waiver of any other or subsequent breach or right.
If any provision of this Agreement is found to be invalid or unenforceable by a
court of competent jurisdiction, such provision shall be severed from the
remainder of this Agreement, which will remain in full force and effect. This
Agreement may be signed in counterparts, which together constitute one
instrument.
|
|
|
[topic 10]
At Pension Systems Corporation the interests of our clients always come first. As part of our firm's long tradition of trust, the confidentiality of client information has been and will continue to be paramount. We maintain high standards to safeguard your personal financial information at all times, and we will remain vigilant in protecting that information.
We collect personal financial information to operate prudently and to meet legal and regulatory requirements. We never rent or sell your name or other personal financial information. We will only share certain information with companies not in our corporate family ("nonaffiliated third parties") as permitted by law for the purpose of servicing your financial needs. The recipients of that information are required to protect the confidentiality and security of that information and may not reuse it for any other purpose.
How do we protect the confidentiality and security of your information?
People. We restrict access to your personal financial information to personnel who need that information to provide you with our products and services. Our employee communications also reinforce our privacy policies.
Policies and Procedures. We maintain and monitor our physical, electronic and procedural safeguards, updating them as needed so that we may guard your personal information.
Security. We use leading security and encryption methods to help us identify and prevent data breaches and unauthorized disclosure of your personal financial information.
What information do we collect from and about you?
Depending on the nature of your relationship with us, we must obtain certain information to meet legal and regulatory requirements. In all cases, we collect only personal financial information that is either required or necessary to provide personalized financial services to you.
We obtain information about you from application and other forms, such as name, address, Social Security number, telephone number and income.
We collect information about your financial transactions, such as securities bought and sold, Visa and checking transactions, and fund transfers, with companies in our corporate family ("affiliates").
We may obtain information about you from third parties, such as a consumer report from a consumer reporting agency.
We may verify income, identity or asset information about you.
What information do we disclose to affiliates about you?
We may disclose some or all of your personal information to our corporate affiliates, including transfer
agents, banks, insurance companies and agencies, trust companies, mortgage bankers, securities broker-
dealers; and investment advisers. We do this in order to offer you a broad range of products and services
and to comply with applicable regulations.
What information do we disclose to nonaffiliated third parties about you?
Pension Systems Corporation will, as necessary, use various services from nonaffiliated third parties. We use these
external service providers for the purpose of supporting the financial products and services we provide to
you. For example, we provide information to external service providers so that your account statements can
be printed and mailed. These parties must agree to comply with stringent security and privacy policies and
procedures. We may also disclose information to government agencies and regulatory organizations when
permitted or required by law.
What information do we disclose about former clients and to whom?
We may disclose some or all of a former client's personal information to government agencies and self-regulatory organizations when permitted or required by law, such as when required to file abandoned property reports and to comply with subpoenas and other official governmental requests.
If a former client had a loan with us, we may report the performance of that loan to consumer reporting
agencies.
|
|
|
[topic 11]
Plan Deconversion Charge: If plan is terminated and the Plan Sponsor requires historical data in digital format, a charge of $50 per plan participant will be assessed to provide the requested data.
|
|
