Last update: September 08, 2025

This Terms of Use, Limited Compliance Consulting Engagement and End-User License Agreement (“terms of use”) sets forth the respective responsibilities and liabilities of the parties. These terms of use are in addition to, and not in lieu of, any other agreement to which the parties may be party.

By clicking “Proceed” without timely objecting to these terms of use, you and the company you represent are agreeing to be bound by these terms and conditions. You may object to these terms of use by emailing a written notice clearly stating your rejection (and not just requesting clarification) to i_object@erisafire.com within 336 hours (14 calendar days) of the day and time you clicked on “Proceed.” An objection is only effective if and when actually received by ERISAfire. Timely objection constitutes rejection of these terms of use and will result in deactivation of the User Organization with which you are affiliated and all related User accounts. Failure to timely object as provided herein shall constitute complete and unequivocal acceptance of these terms of use retroactive to the time and date you clicked on “Proceed.”

ERISAfire LLC (“ERISAfire”) is a compliance consulting firm and software-as-a-service provider whose platform is designed to facilitate communication and compliance project management among Employers, Consultants and Compliance Professionals using various software tools, including, but not limited to, email newsletters, in-app chat messaging, a semi-customizable compliance calendar, and an enterprise resource planning portal (such software tools comprising the “Software Services” for purposes of these terms of use). The parties agree that ERISAfire’s role with respect to the Software Services is that of a communications service provider, like a wireless company for text messages or email server host for email messages, and that the Software Services do not constitute advice or consultation of any kind or nature whatsoever. ERISAfire has no duty to monitor content on the Software Services. No User or User Organization is an agent or independent contractor of ERISAfire. All communications using the Software Services are the responsibility of the respective Users and User Organizations party to such communications.

“Employer(s)” are employer organizations registered with the Software Services that maintain or desire to maintain one or more employee welfare benefit plans. “Employer User(s)” are those employees and agents of Employers who have a user account registered on the Software Services. Employer Users agree to these terms of use on their own behalf and on behalf of the Employer for which they are employees or agents.

“Consultant(s)” are employee benefits consultant companies, including accounting and insurance brokerage firms, registered with the Software Services that have a vendor-client relationship directly with an Employer or indirectly by having a vendor-client relationship with another Consultant. “Consultant User(s)” are those employees and agents of a Consultant who have a User account registered on the Software Services. Consultant Users agree to these terms of use on their own behalf and on behalf of the Consultant for which they are employees or agents.

“Compliance Professional(s)” are consultants and advisors provided by or through ERISAfire to render compliance consulting services to or for the benefit of Employers. “Compliance Professional User(s)” are individuals who are either employees of ERISAfire or are independent contractors arranged by ERISAfire to render compliance consulting services, and who have a User account registered on the Software Services. Compliance Professional Users agree to these terms of use on their own behalf and on behalf of the firm for which they are employees or agents.

Employer Users, Consultant Users and Compliance Professional Users are collectively referred to herein as “Users.” Employers, Consultants and Compliance Professionals are collectively referred to herein as “User Organizations.” Users, User Organizations and ERISAfire are collectively referred to herein as the “parties.”

Registration of an organization as a Compliance Professional or Consultant, or of an individual as a Compliance Professional User or Consultant User, on the Software Services is based solely on the representation of the organization or individual requesting registration as such. ERISAfire does not, and has no duty to, make any determination as to whether the organization or individual is appropriately credentialed to hold it-, him- or herself out as any particular type of organization (e.g., law firm, accounting firm or insurance agency) or professional (e.g., attorney, CPA or insurance agent). Each User and User Organization is responsible for making that determination for it-, him- and herself.

These terms of use incorporate the privacy policy found here.

Engagement of Compliance Professionals by Employers occurs each time an Compliance Professional User accepts a discrete matter submitted by an Employer User (or by a Consultant User on an Employer’s behalf). A Compliance Professional User accepts a discrete matter and the related engagement by drafting or reviewing a draft of an answer to that Employer’s question or by preparing or reviewing a draft of a document or form, as the case may be. The compliance consulting relationship terminates, and the Compliance Professionals and Compliance Professional Users are disengaged from representation, upon submission of an answer to a question or draft of a document or form or other work product.
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To the extent a Compliance Professional accepts engagement of an Employer as provided in these terms of use, such engagement is for the Employer only. Compliance Professionals undertake no consulting engagement for Consultants.

The scope of compliance consulting services provided herein does not include, and does not govern, any engagement for consulting or other services provided pursuant to a separate, written engagement agreement that a Compliance Professional may have directly with an Employer. Instead, the separate, written engagement agreement will control such direct engagement.

The scope of compliance consulting services provided to Employers by Compliance Professionals pursuant to this engagement is limited to the discreet matter requested by an Employer (or by a Consultant User on an Employer’s behalf) through the Software Services. Compliance Professionals have no duty to undertake any other projects or issues or to answer any other questions. Neither Compliance Professionals nor Consultants have any continuing obligation to advise Employers with respect to future legal developments, to update any submitted or approved work product or otherwise provide Employer updates after submission of work product, such as if the law relied upon in the answer or document or form is amended, abrogated or repealed or if a new law is passed or regulation is promulgated.

The scope of compliance consulting services is limited to matters submitted through the Software Services, as aforesaid. Any communication occurring outside of the functions of the Software Services are beyond the scope of engagement provided by these terms of use and are solely between the Employer and Compliance Professional. Employers and Compliance Professionals are responsible for establishing the terms and conditions of such extra-scope representation.

Compliance Professional Users may rely upon information provided by Employer Users and Consultant Users; Compliance Professional Users have no duty to independently establish the facts presented by or through such information, and they may accept them as established fact. For example, and without limiting the foregoing, if a Consultant User or Employer User provides information through the Software Services suggesting the Employer’s eligibility requirement for benefits is that employees must work 30 hours per week on average, Compliance Professional Users may accept this as established fact and do not need to inquire further.

Fees paid to Compliance Professional for providing compliance consulting services to Employers pursuant to these terms of use are based on rates negotiated by ERISAfire and are paid by ERISAfire. By agreeing to these terms of use, Employer does hereby consent to such third-party compensation of Compliance Professionals.

To the extent any Compliance Professional User is a licensed attorney, the following applies. Because attorney representation of Employers involves matters of insurance or self-insured employee benefits, attorneys necessarily must communicate with the Employer’s insurance agent or broker and have a three-way conversation with the Employer’s insurance agent or broker in order to properly represent such Employer. The parties desire to structure their relationship, and these terms of use shall be interpreted, in a manner consistent with the principles announced in In re Tetra Technologies, No. 4:08-cv-0965, 2010 WL 1335431 (SD Tex, Aug. 10, 2010), so as to maximize the extent to which the presence of non-lawyer Consultants will not constitute a waiver of attorney-client privilege. By these terms of use, Employer consents to such three-way communication and authorizes attorneys to invite Consultant into the attorney-client relationship for the purpose of aiding and facilitating their representation of Employer. By these terms of use, Compliance Professional Users who are attorneys do hereby extend such invitation, which Consultant does hereby accept.

Acceptance of a question or discrete matter by a Compliance Professional User constitutes engagement of that Compliance Professional User only and no other. No Compliance Professional or Compliance Professional User has any duty to supervise or monitor the conduct of any other Compliance Professional or Compliance Professional User.
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Compliance Professionals and Employers represent and warrant that Compliance Professionals are providing compliance consulting services to Employer and that there are no other parties whose interests are jointly implicated. Compliance Professionals are engaged to provide compliance consulting services to Employers and not Employer Users individually; Compliance Professionals do not represent any owners, officers, directors, employees or agents of Employers.

By accepting each engagement, Compliance Professional represents and warrants that, to its knowledge, it has no conflict of interest concerning the Employer at issue or any other Employer using the Software Services. At any time a Compliance Professional becomes aware of any conflict or potential conflict between the interest of an Employer and those of some other party such Compliance Professional has worked with or is working with, such Compliance Professional shall immediately call the conflict to the Employer’s and ERISAfire’s attention so that Employer, Compliance Professional and ERISAfire may consider how to address the matter. In addressing conflicts, the parties will cooperate to both preserve applicable privilege and confidentiality and facilitate the implementation of appropriate access controls on the Software Services. Employer acknowledges that, in cases of conflict, all Compliance Professionals reserve the right to withdraw from providing compliance consulting services to any or all clients.

Employer’s legal matters that are the subject of this engagement directly or indirectly may have federal, state or local income tax implications or consequences to Employer (including, but not limited to, the tax deductibility of any fees paid). Due to the inherently complex nature of tax issues and how such issues may be related to individual circumstances, Compliance Professionals do not undertake to provide or render tax advice on any matter, and have no implied obligation to do so (even if a Compliance Professional has previously provided tax advice to an Employer on other specific matters) unless an Employer expressly asks for such advice and Compliance Professional expressly agrees to give it. Otherwise, all parties will assume that an Employer’s own individual tax advisor(s) will provide all tax advice to the Employer as such Employer may require under the circumstances, even if an Compliance Professional has previously provided tax advice on other specific matters.

Employer may reject and/or terminate its representation by any one or more Compliance Professionals at any time by informing ERISAfire of its decision to reject and/or terminate representation by any one or more Compliance Professionals. ERISAfire will make reasonable efforts to accommodate such rejection or termination, but such rejection or termination may result in deactivation of the Employer organization from the Software Services. Employer’s termination of legal representation by a Compliance Professional will not affect an Employer’s or Consultant’s liability for fees.

Employers may freely engage Compliance Professionals outside of the Software Services; however, such outside engagement by Employers of Compliance Professionals shall be on terms established by the Compliance Professional and Employer and shall be completely independent of ERISAfire and Consultants.

Circumstances also may permit or require that a Compliance Professional terminate its engagement. The reasons may include breach of an Employer’s duties and obligations under this Agreement, events or circumstances that would make such Compliance Professional’s continued engagement improper, or other circumstances that, under applicable professional responsibility rules, would require or permit a Compliance Professional's withdrawal.

All Compliance Professionals agree to accept the following minimum standards of document retention and destruction. At the conclusion of each engagement, Compliance Professionals shall retain their files for a period of seven (7) years after disengagement. At the expiration of the 7‐year period, Compliance Professionals shall be permitted to, but are not obligated to, destroy these files unless an Employer notifies ERISAfire in writing that it wishes to take possession of them. ERISAfire shall then notify all affected Compliance Professionals of such Employer’s election. Compliance Professionals and ERISAfire reserve the right to charge administrative fees and costs associated with researching, retrieving, copying and delivering such files.

The parties acknowledge and agree that neither ERISAfire nor Consultants nor Consultant Users have any duty to supervise or to review, approve or select Compliance Professionals or Compliance Professional Users. Employer accepts sole responsibility for vetting and approving the Compliance Professionals and Compliance Professionals Users from which and from whom it desires compliance consulting services.

The compliance calendar provided through the Software Services, and all blog posts, email alerts, newsletters and bulletins provided by ERISAfire or through the Software Services (“Compliance Content”), in all cases regardless of authorship, are merely news and information on employee benefits compliance provided for informational purposes only (i.e., general legal information) and should not be considered legal advice. No User should act on the information contained in any such materials without first consulting legal counsel.

Consultant acknowledges that communications on the Software Services may be subject to various obligations of client confidentiality and/or privilege. As such, Consultant shall not share communications or content with any person not party to the communication. (For purposes of clarification, and without limiting the generality of the foregoing, this means Consultant cannot share a compliance question and answer regarding one client-employer with another client-employer.) Consultant shall not in any way circumvent the permissions protections or other measures put in place to ensure proper review, editing and approval of compliance consulting content.

The parties acknowledge and agree that neither ERISAfire nor Compliance Professionals nor Compliance Professional Users have any duty to supervise or to review, approve or select Consultants or Consultant Users. Employer accepts responsibility for vetting and approving the Consultant with which it is associated.

The Software Services provided by ERISAfire may include various computerized compliance tools, including, but not limited to, Employer-specific custom calendar of events for Employers whose benefit plan features are uploaded to the Software Services platform, a computerized tool for generating ERISA or other plan documents and/or other computerized compliance tools ("Compliance Software Tools"). The Compliance Software Tools are provided directly to Employers by ERISAfire and not by Consultants or Compliance Professionals; Employers agree that neither Compliance Professionals nor Consultants are responsible for their content or function.

The Compliance Software Tools are provided as-is. The Compliance Software Tools are intended only to be a starting point for Employers. Employers are responsible for reviewing and approving the final output of the Compliance Software Tools before relying upon them or otherwise using them. ERISAfire makes no guaranty, warranty or representation to any party, including Employer, that the Compliance Software Tools are free from bugs, entirely comprehensive or in any way should be used or relied upon as a principal or primary tool for compliance with law.

To the fullest extent permitted by law, ERISAfire and its affiliates, suppliers and distributors make no warranties, either express or implied, about the Software Services. The Software Services are provided “as-is.” ERISAfire disclaims any warranties of merchantability, fitness for a particular purpose and non-infringement. To the fullest extent permitted by law, in no event will ERISAfire, its affiliates, suppliers or distributors be liable for any indirect, special, incidental, punitive or exemplary or consequential damages or any loss of use, data, business or profits, regardless of legal theory, whether or not ERISAfire has been warned of the possibility of such damages, and even if a remedy fails of its essential purpose.

ERISAfire’s aggregate liability for all claims relating to the Software Services shall in no event exceed the greater of $500 or the amount paid to ERISAfire by or on behalf of the damaged Employer(s) for the twelve (12) months preceding the Software Services in question.

The foregoing limitation of liability shall not be interpreted as reducing or relieving any Compliance Professional or Consultant of its responsibility for professional liability.

To the extent these terms of use assign risk or responsibility to a particular party (an “Indemnifying Party”), such Indemnifying Party agrees to release, indemnify and hold the other parties hereto and their officers, employees, directors, members and managers (“Indemnified Parties”) harmless from any and all losses, liabilities, damages, expenses (including reasonable attorneys' fees), rights, claims, actions of any kind and injury (including death) (“Damages”) arising out of such assigned risk or failure of the Indemnifying Party to fulfill the assigned responsibility the Software Services or any violation of these terms of use by the Indemnifying Party.

Subject to the User’s and his/her User Organization’s compliance with these terms of use, such User’s User Organization is hereby granted a personal, non-exclusive, limited, non-transferable, revocable license to use the Software Services as ERISAfire intends them to be used and to post content to the Internet via the Software Services. Any rights not expressly granted in this agreement are reserved by ERISAfire.

Except as otherwise granted in a written agreement with ERISAfire, neither User nor the User’s User Organization has any rights, title, interest or ownership in, or to, the Software Services, or any feature or portion thereof, and/or any ERISAfire software or system, nor do they have the right to copy, distribute, reproduce, alter, display or use the Software Services, items, content, software, system or any of ERISAfire’s or its affiliates’ intellectual property for any other purpose. If User or User Organization suggests any alteration to any of ERISAfire’s software or services, the User or User Organization’s suggestion becomes ERISAfire’s property, and ERISAfire shall be able to user the suggestion or alternation as it may deem fit. The Services are licensed and not sold. ERISAfire retains all right, title and interest to the Services, including all patents, copyrights, trademarks, and trade secrets contained therein.

The above license is provided in exchange for the fees provided in a separate agreement between ERISAfire and Consultant or between ERISAfire and Employer, as the case may be. ERISAfire may, at its election, deactivate User accounts and/or terminate the Software Services if ERISAfire is not timely paid such fees when due.

The Software Services include a number of communications services including comment threads, blog posts, question and answer products, customer service communication forums, calendars, and other message services. User agrees to use the Software Services only to post, send and receive messages or materials proper to and related to the intended use of the Software Services. When using the Software Services, User agrees that it will not do any of the following:

Although ERISAfire has no obligation to monitor the Software Services, ERISAfire reserves the right, in its discretion, to review and remove materials posted to a Service, in whole or in part, in order to enforce these terms of use, to which access Employer hereby expressly consents. ERISAfire reserves the right to disclose any materials posted, information or activity as necessary to satisfy any applicable law, regulation, legal process or governmental request.

Neither User nor his/her User Organization shall permit use of or access to the Software Services by anyone other than those registered users authorized by such party to utilize the Software Services for the purposes set forth herein. Users shall comply with all of the terms and conditions of these terms of use. User’s User Organization shall be responsible for any acts, omissions and failures to comply with this agreement by any User associated on the Software Services with such User Organization to the same extent that the offending User would be liable for his or her own acts, omissions and failures to comply. User Organization shall immediately notify ERISAfire in writing if any of that User Organization’s Users are no longer authorized to access the Software Services on behalf of such party.

User agrees that, by continuing to maintain an active account, he or she may receive communications from ERISAfire, such as email previews of content, account reminders and Service updates. The aforementioned consent may be revoked by requesting deactivation of the User’s account on the Software Services by sending deactivation notice to support@erisafire.com.

ERISAfire reserves the right to downgrade or terminate any User’s access to the Software Services for cause at any time without prior notice. For example, ERISAfire may suspend or terminate use of the Software Services by a particular User if such user is not complying with the limitations on use of the Software Services, or if such user is using the Software Services in a manner that would expose ERISAfire or another party to legal liability, disrupt the Software Services or disrupt others' use of the Software Services. If ERISAfire so elects to terminate a User’s account, ERISAfire will provide that user with notice at his or her registered email address.

Users acknowledge that they are providing certain personal information to ERISAfire, which is available to it and some of its technology vendors, including Google Cloud Platform. Such personal information includes, but is not limited to, first name, last name, password, email address, company for which the User works and other profile information.

Notice to Third Parties: these terms of use are confidential and contain proprietary information and/or trade secrets. If you have received these terms of use except as a registered User of the Software Services or as legal counsel to a User organization evaluating the Software Services, then you are on notice that you have received information in violation of a confidentiality agreement, and your further use or possession of these terms of use is unlawful.

All Users and User Organizations acknowledge that ERISAfire invested a considerable amount of business time, energy and money into developing the Software Services; sorting out the complex four-way relationship among a lawyer, client, non-lawyer consultant/insurance broker and communications service provider; and developing these terms of use. It is agreed that the unauthorized use or disclosure of any Confidential and Proprietary Information by ERISAfire will cause severe and irritable damage to ERISAfire, entitling it to seek injunctive relief, as well as any other relief permitted by applicable law. All Users and User Organizations agree to keep these terms of use and the processes and mechanisms for structuring the relationship among the parties confidential and to protect this information in the same way such organizations would reasonably protect their own trade secrets and proprietary information. The parties acknowledge further that such information is a trade secret within the meaning of Section 757 of the Restatement of Torts (1939), as adopted by the courts of the State of Texas, and Section 31.05(a) of the Texas Penal Code. Such information shall be afforded the full protection of the Texas Theft Liability Act and all other applicable laws. If any information designated or regarded as a trade secret is later found by a court of competent jurisdiction not to be a trade secret, such information shall in any event still be considered confidential information to be protected as provided in these terms of use. In the case of trade secrets, Users and User Organizations waive any requirement that ERISAfire submit proof of the economic value of any trade secret or post a bond or other security.

The provisions of this Section shall survive termination of this Agreement.

Consultants and their Users, and Compliance Professionals and their Users, represent and warrant that they currently have, and for so long as they are Users or have Users registered with the Software Services shall maintain, all professional certifications and licenses necessary and proper for them to render the advice and do the tasks for which they are using the Software Services. Compliance Professional and Consultant Users shall inform Employers of any discipline by any licensing or certifying body or agency of such User or his/her User Organization. Compliance Professional and Consultant Users shall at all times abide by all applicable professional responsibility, licensure and credentialing rules and regulations. Notwithstanding the foregoing, the parties agree and acknowledge that ERISAfire has no duty to monitor or supervise licensure or discipline of any Compliance Professional, Consultant or User; Employers, Compliance Professionals, Consultants and their respective Users shall each be responsible for such monitoring and supervision for him, her or itself.

These terms of use shall be governed by Texas law except for its conflicts of laws principles that result in application of the law of any other jurisdiction other than Texas.

These terms of use create no third-party beneficiary rights.

ERISAfire shall not be liable for damages for any delay or failure of delivery arising out of causes beyond its reasonable control and without its fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, embargoes, Internet disruptions, hacker attacks or communications failures.

The failure of a party to enforce a provision of these terms of use is not a waiver of its right to do so later. If any court of competent jurisdiction holds any provision of this Agreement be found unenforceable, the remaining provisions of the terms of use will remain in full effect and an enforceable term will be substituted reflecting the parties’ intent as closely as possible. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. Neither any Consultant nor Employer nor Compliance Professional may assign any of its rights under this agreement, and any such attempt will be void. ERISAfire may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Software Services.

This Agreement will inure to the benefit of and bind the Parties and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, may be construed to give any Person other than the Parties and their respective successors and permitted assigns any right, remedy, claim, obligation or liability arising from or related to this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties and their respective successors and permitted assigns.

Except for actions to protect intellectual property rights and to enforce an arbitrator’s decision hereunder, any controversy or claim arising out of or relating to these terms of use or the transactions contemplated hereby, or the breach of any covenant herein, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules before a single arbitrator. Arbitration proceedings shall be conducted virtually pursuant to the AAA-ICDR Virtual Hearing Guide for Arbitrators and Parties. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.