Legal Notice

Terms and Conditions of Use

 

NFP Corp. ("NFP") owns and operates the internet website located at https://mywellcents.com and corresponding application branded as “WellCents” (collectively, the "Application"). As used herein, the terms "you," "your" and "yours" refer to the user or registered user using this Application. The terms "NFP," "we," "us" and "our" refer to NFP and its related or affiliated companies and business lines, including NFP Retirement and WellCents.

 

Your continued access and use of the Application are conditional on your acceptance of and continued compliance with the terms and conditions of use set out below, as well as those applicable terms and condition in the WellCentsTM Services Agreement between us and your employer (collectively, the "Terms and Conditions"). These Terms and Conditions will govern your use of any new features that augment or enhance the current services (together the "Services"). In addition to these Terms and Conditions and any additional terms, the WellCents privacy notice (“Privacy Notice”), found at https://mywellcents.com/WellCents/privacypolicy will govern how personal information you submit on this Application will be used, and together they form the agreement between you and us (the Terms and Conditions, together with the Privacy Notice, the "Agreement"). Nothing in this Agreement will be deemed to confer any third-party rights or benefits. THIS AGREEMENT CONTAINS DISCLAIMER AND OTHER PROVISIONS THAT LIMIT OUR LIABILITY TO YOU.

 

By accessing, browsing, using and/or downloading the pages in this Application, you agree to accept and comply with this Agreement for each use and visit to this Application. If you do not agree to accept and comply with this Agreement, you should not access, browse or otherwise use this Application.

 

We reserve the right, at any time, to modify, alter or update this Agreement, and you agree to be bound by such modifications, alterations or updates ("Modifications"). Such Modifications will be effective immediately upon notice to you, which may be given by any means, including but not limited to posting on this Application or by electronic or conventional mail. Your use of this Application following any such Modification constitutes your agreement to follow and be bound by this Agreement, as modified.

 

This Agreement shall apply to all users of the Application. As a user, you represent and warrant that you either have reached the age of majority in your jurisdiction of residence, or are an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in this Agreement, and to abide by and comply with this Agreement. In any case, you affirm that you are over the age of 13, as the Application is not intended for children under 13.

 

Usage

You may not use this Application for any false or fraudulent purpose. You are also forbidden from using this Application to post or transmit any unlawful, threatening, libelous, defamatory, obscene, indecent, inflammatory, pornographic or profane material, or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability or otherwise violate any law. You may not use any device, software, document, method or routine that interferes or attempts to interfere with the normal operation of this Application.

 

You may not use this Application for any commercial, financial or other similar purpose without the express prior written consent of NFP. NFP reserves the right, at any time and without advance notice or liability, to terminate your access to this Application or any component therein.

 

You are solely responsible for providing, maintaining and ensuring compatibility with this Application, all hardware, software, electrical and other physical requirements for your use of this Application, including, without limitation, telecommunications and Internet access connections, Web browsers or other equipment, programs and services required to access and use this Application.

 

You are prohibited from violating or attempting to violate any security features of this Application, including, without limitation, (a) accessing content of data not intended for you, or logging onto an area with someone else’s credentials, (b) attempting to probe, scan or test the vulnerability of the Application or any associated system or network, or to breach security or authentication measures without proper authorization, (c) interfering or attempting to interfere with the use of the Application as to any user, host or network, including, without limitation, by means of submitting a virus to the Application, overloading, "flooding," "spamming," "main bombing" or "crashing," (d) using the Application to send unsolicited email, including, without limitation, promotions or advertisements for products or services, (e)forging any TCP/IP packet header or any part of the header information in any email or in any posting using the Application and its functionality or (f) attempting to modify, reverse-engineer, decompile, disassemble or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by us in providing the Application or service. Any violation of system or network security may subject you to civil and/or criminal liability.

 

Liability

The content of this Application is provided for informational and educational purposes only, with the understanding that NFP is not rendering investment, financial, legal, accounting or other professional advice on specific matters. We recommend that you consult your professional advisors with respect to your individual situation.

 

YOU ACKNOWLEDGE THAT YOUR USE OF THE APPLICATION IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NFP, ANY OTHER PARTY (WHETHER OR NOT INVOLVED IN CREATING, PRODUCING, MAINTAINING OR DELIVERING THE APPLICATION) AND THE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS AND AGENTS OF NFP ARE EXCLUDED FROM ANY AND ALL LIABILITY AND RESPONSIBILITY FOR ANY AMOUNT OR KIND OF LOSS OR DAMAGE THAT MAY RESULT TO YOU OR A THIRD PARTY (INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE OR ANY LOSS OF INCOME, PROFITS, GOODWILL, DATA, CONTRACTS, USE OF MONEY, OR LOSS OR DAMAGE ARISING FROM OR CONNECTED IN ANY WAY TO BUSINESS INTERRUPTION AND WHETHER IN TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, GROSS NEGLIGENCE OR OTHERWISE) IN CONNECTION WITH THE APPLICATION IN ANY WAY OR IN CONNECTION WITH THE USE, INABILITY TO USE OR THE RESULTS OF USE OF THE APPLICATION, UNAUTHORIZED ACCESS TO OR ALTERNATION OF YOUR SUBMISSIONS OR DATA, STATEMENTS OR CONDUCT OF ANY THIRD PERSON ON THE APPLICATION, ANY OTHER MATTER RELATED TO THIS APPLICATION AND ANY APPLICATIONS OR WEBSITES LINKED TO THE SITE, OR THE MATERIAL ON SUCH APPLICATIONS OR WEBSITES, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE DUE TO VIRUSES THAT MAY AFFECT YOUR COMPUTER EQUIPMENT, SOFTWARE, DATA OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF OR BROWSING THE APPLICATION OR YOUR DOWNLOADING OF ANY MATERIAL FROM THE APPLICATION OR ANY APPLICATION OR WEBSITE LINKED TO THE APPLICATION.

 

YOU AGREE THAT ALL CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THIS APPLICATION SHALL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS ACTION, AND THAT YOUR SOLE REMEDY IS TO CEASE USE OF THE APPLICATION.

 

Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages. In such jurisdictions, our liability is limited to the greatest extent permitted by law.

 

While NFP endeavors to ensure that this Application is available at all times, NFP will not be liable if, for any reason, this Application is unavailable at any time or for any period.

 

Disclaimer

THIS APPLICATION CONTENT IS PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, INCLUDING THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, WHICH NFP EXPRESSLY DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE FROM USE OF, OR INABILITY TO USE, THE APPLICATION. NFP DOES NOT WARRANT THAT THE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE.

 

Indemnity

You agree to indemnify, defend and hold harmless NFP, its affiliates, officers, directors, employees, consultants, agents and representatives from any and all third-party claims, losses, liability, damages and/or costs, including reasonable attorneys' fees and costs, arising from your access to or use of the Application, your violation of these terms and conditions, or your infringement, or infringement by any other user on your behalf, of any intellectual property or other right of any person or entity. NFP will notify you in writing of any such claim, loss, liability or demand.

 

Third-Party Content

Links to third-party websites or applications are provided for your convenience and information only. The content in any linked websites or applications is not under our control and we are not responsible for it.

 

We reserve the right to terminate a link to a third-party website or application at any time. The fact that we provide a link to a third-party website or application does not mean that we endorse, authorize or sponsor that website or application, nor that we are affiliated with the third-party website's or application’s owners or sponsors.

 

By using the Application, you expressly relieve NFP from any and all liability arising from your use of any third-party website or application. Accordingly, we encourage you to be aware when you leave the Application and to read the terms and conditions and privacy policy of each other website that you visit.

 

Intellectual Property Rights

All information, including, without limitation, all text, design, graphics, drawings, photographs, advertisements, video clips, music and sounds, and all trademarks, service marks and trade names, and the selection and arrangements thereof (collectively "Content") is, unless otherwise noted, subject to intellectual property rights, including copyrights and trademarks held by or licensed by NFP. Except as expressly provided in this Agreement, no license to use, copy, distribute, republish, transmit or otherwise exploit any Content is given to you, and all intellectual property rights in and to the Content are expressly reserved to NFP.

 

Notwithstanding the forgoing, you may print a copy of the information contained on the Application for your personal use; however, you may not reproduce or distribute the text or graphics contained in this Application to others or substantially copy the information to your own server, or link to this Application, without the prior written permission of NFP. You may request permission by contacting the Office of the General Counsel at 212-301-4000 or by fax to 212-301-4001 or email at generalcounsel@nfp.com.

 

Other parties' trademarks, copyrights and service marks that may be referred to are the property of their respective owners. Nothing on this Application should be construed as granting, by implication, waiver, estoppel or otherwise, any license or right to use any trademark without our written permission. Neither the name of NFP nor our logo may be used in any way, including in advertising or publicity pertaining to distribution of materials on this Application, without prior written permission. You are not authorized to use our logo as a hyperlink to this Application unless you obtain our written permission in advance.

 

No Provision of Investment Advice or Solicitation of Offers

Nothing on this Application constitutes investment advice. In addition, our Application content is not an offer to sell or a solicitation of any offer to buy any security or any insurance product. No security offered is offered or will be sold in any jurisdiction in which such offer or solicitation, purchase or sale would be unlawful under the securities law or other laws of such jurisdiction. No such security is offered or will be sold in any jurisdiction by an entity which is not properly licensed to do so in such jurisdiction.

 

Products/Quotations

Under no circumstances should you regard any information you may access in this Application as a recommendation, advice or complete description of any products, service or plan. An insurance quote may be subject to receipt of additional information or other conditions. Insurance coverage is provided by various insurance companies and is subject to the terms and conditions of the policies. Circumstances vary, and you must carefully review such insurance policies and consult with your insurance advisors.

 

Licensing

NFP’s subsidiaries are licensed to conduct business in various states, Canada and the United Kingdom. This Application is not intended as a solicitation for insurance or financial products in any state or province where NFP or its subsidiaries are not licensed.

 

Accounts

For certain aspects of the Application, you may be asked to register an account. In the event you agree to register an account, you will select and/or receive a username and password upon providing registration information and successfully completing the registration process. This account is personal to you, and you will not share it or allow any other person to utilize your account. You may never use another’s account without permission. You are responsible for maintaining the confidentiality of your username and password and are fully responsible for all activities that occur under your username and password. You agree to immediately notify NFP in the event your registration information changes or you learn of or have reason to suspect any unauthorized use of your account or any other breach of security. You also agree that you will provide truthful and accurate information during the registration process. NFP may refuse to grant a particular username to you for any reason.

 

NFP reserves the right to deny or revoke access to this Application, or any part thereof, or to otherwise terminate a user's access to its Application, at any time in its sole discretion, with or without cause and without notice to you.

Tax Advice Disclosure

Any tax advice contained on our Applications, including any Applications owned, operated or sponsored by any of our subsidiaries, unless otherwise specifically stated, is not intended or written to be used and cannot be used for the purpose of (1) avoiding penalties under U.S. tax laws or (2) promoting, marketing or recommending to another party any matters addressed herein.

 

Dispute Resolution, Governing Law and Jurisdiction

Dispute Resolution Generally: BY USING THIS APPLICATION, YOU AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW: (1) ANY AND ALL DISPUTES, CLAIMS AND CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THE APPLICATION WILL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS ACTION; (2) ANY AND ALL CLAIMS, JUDGMENTS AND AWARDS WILL BE LIMITED TO ACTUAL THIRD-PARTY, OUT-OF-POCKET COSTS INCURRED (IF ANY), BUT IN NO EVENT WILL ATTORNEYS' FEES BE AWARDED OR RECOVERABLE; (3) UNDER NO CIRCUMSTANCES WILL YOU BE PERMITTED TO OBTAIN ANY AWARD FOR – AND YOU HEREBY KNOWINGLY AND EXPRESSLY WAIVE ALL RIGHTS TO SEEK – PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, LOST PROFITS AND/OR ANY OTHER DAMAGES, OTHER THAN ACTUAL OUT-OF-POCKET EXPENSES), AND/OR ANY RIGHTS TO HAVE DAMAGES MULTIPLIED OR OTHERWISE INCREASED; AND (4) YOUR REMEDIES ARE LIMITED TO A CLAIM-FOR-MONEY DAMAGES (IF ANY), AND YOU IRREVOCABLY WAIVE ANY RIGHT TO SEEK INJUNCTIVE OR EQUITABLE RELIEF. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OR EXCLUSION OF LIABILITY, SO THE ABOVE MAY NOT APPLY TO YOU.

 

Arbitration

Any controversy or claim arising out of your use of the Application and/or any purchase made through the Application shall be settled by binding arbitration in a location determined by the arbitrator as set forth herein (provided that such location is reasonably convenient for claimant), or at such other location as may be mutually agreed upon by the parties, in accordance with the procedural rules for commercial disputes set forth in the Comprehensive Arbitration Rules and Procedures of JAMS ("JAMS Rules and Procedures") then prevailing, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitrator shall be selected pursuant to the JAMS Rules and Procedures. The arbitrator shall apply New York law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law. In the event that the claimant is able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, NFP will pay as much of the claimant’s filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. If any part of this arbitration provision is deemed to be invalid, unenforceable or illegal (other than that claims will not be arbitrated on a class or representative basis), or otherwise conflicts with the rules and procedures established by JAMS, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, the portion that is deemed invalid, unenforceable or illegal is that claims will not be arbitrated on a class or representative basis, then the entirety of this arbitration provision shall be null and void, and neither claimant nor NFP shall be entitled to arbitrate their dispute. Upon filing a demand for arbitration, all parties to such arbitration shall have the right of discovery, which discovery shall be completed within 60 days after the demand for arbitration is made, unless further extended by mutual agreement of the parties. THE ARBITRATION OF DISPUTES PURSUANT TO THIS PARAGRAPH SHALL BE IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED. DO NOT DOWNLOAD AND/OR USE THIS APP IF YOU DO NOT AGREE TO HAVE ANY CLAIM OR CONTROVERSY ARBITRATED IN ACCORDANCE WITH THESE TERMS AND CONDITIONS.

 

Governing Law & Jurisdiction

ALL DISPUTES IN CONNECTION WITH APPLICATION AND USE OF THE APPLICATION, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS RULES THEREOF, AND ANY MATTERS OR PROCEEDINGS WHICH ARE NOT SUBJECT TO ARBITRATION AS SET FORTH ABOVE SHALL TAKE PLACE IN THE STATE OF NEW YORK IN THE STATE OR FEDERAL COURTS IN NEW YORK COUNTY, NEW YORK AND YOU CONSENT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS.

 

Waiver

The delay or omission by either party to enforce or exercise any terms or right pursuant to this Agreement will not impair any such term or right nor be construed to be a waiver thereof, and will in no way affect the other party’s right later to enforce it. Any waiver by either party of any covenants, conditions or agreements to be performed by the other party will not be construed to be a waiver of any succeeding breach thereof or any covenant, conditions or agreement herein contained.

 

Severability

If any part of this Agreement is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity or enforceability of any remaining provisions. Any information related to your use of this Application for illegal purposes will be provided to law enforcement authorities. This Agreement constitute the entire agreement between the parties relating to the use of this Application and supersedes and replaces any prior agreement and communication between the parties relating thereto.