Last update: June 01, 2021

This terms of use, limited attorney 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.

Method of Acceptance; How to Object

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.”

The Parties

ERISAfire LLC (“ERISAfire”) is a software-as-a-service provider whose platform is designed to facilitate communication and compliance project management among Employers, Consultants and Geeks using email marketing, in-app chat messaging, a semi-customizable compliance calendar, and other software tools (the “Services”). The parties agree that ERISAfire’s role with respect to the Services is that of a communications service provider, like a wireless company for text messages or email server host for email messages, and that ERISAfire does not provide advice or consultation of any kind or nature whatsoever. ERISAfire does not provide, and has no duty to monitor, content on the Services. No User or User Organization is an agent or independent contractor of ERISAfire. All communications using the Services are the responsibility of the respective Users and User Organizations party to such communications.

“Employer(s)” are employer organizations registered with the 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 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 non-lawyer employee benefits consultant companies, including accounting and insurance brokerage firms, registered with the 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 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.

“Geek(s)” are independent, third-party law firms (or if not incorporated, individual solo practitioner lawyers) registered with the Services that are engaged by Employers by and through these terms of use to answer specific questions posed by Employer Users, or by Consultant Users on behalf of Employer Users. “Geek User(s)” are independent, third-party attorneys who are employees or agents of a Geek law firm and who have a User account registered on the Services. Geek Users agree to these terms of use on their own behalf and on behalf of the Geek law firm for which they are employees or agents.

Employer Users, Consultant Users and Geek Users are collectively referred to herein as “Users.” Employers, Consultants and Geeks 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 Geek or Consultant, or of an individual as a Geek User or Consultant User, on the 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.

Attorney Representation Terms and Conditions

Geek Engagement and Disengagement

Engagement of Geeks by Employers occurs each time a Geek User accepts a discrete matter submitted by an Employer User (or by a Consultant User on an Employer’s behalf). A Geek 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 attorney-client relationship terminates, and the Geeks and Geek Users are disengaged from representation, upon submission of an answer to a question or draft of a document or form.

To the extent a Geek accepts representation of an Employer as provided in these terms of use, such representation by Geeks is of the Employer only. Geeks undertake no representation of Consultants.

Scope of Representation

The scope of legal representation of Employers by Geeks 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 Services. Geeks have no duty to undertake any other projects or issues or to answer any other questions. Neither Geeks 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 legal representation is limited to matters submitted through the Services, as aforesaid. Any communication occurring outside of the functions of the Services are beyond the scope of representation provided by these terms of use and are solely between the Employer and Geek. Employers and Geeks are responsible for establishing the terms and conditions of such extra-scope representation.

Reliance Upon Facts Presented

Geek Users may rely upon information provided by Employer Users and Consultant Users; Geek 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 Services suggesting the Employer’s eligibility requirement for benefits is that employees must work 30 hours per week on average, Geek Users may accept this as established fact and do not need to inquire further.

Fees

Fees paid to Geeks for providing legal services to Employers 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 Geek attorneys. Geeks hereby represent and warrant that there is not, and they shall not permit there to be, any interference with the lawyer’s independence of professional judgment or with the lawyer-client relationship. Consultants shall not in any way interfere with any lawyer’s independence of professional judgment or with the lawyer-client relationship.

Attorney-Client Privilege and Confidentiality

Geeks are solely responsible for maintenance of attorney-client privilege and attorney-client confidentiality. Neither Consultants nor ERISAfire shall be liable for failure of Geeks to maintain attorney-client privilege or attorney-client confidentiality.

Involvement of Non-Lawyer Consultants and Insurance Brokers

Because Geek representation of Employers involves matters of insurance or self-insured employee benefits, Geeks 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 Geeks to invite Consultant into the attorney-client relationship for the purpose of aiding and facilitating their representation of Employer. By these terms of use, Geeks do hereby extend such invitation, which Consultant does hereby accept.

Use of Email, In-App Chat and Website Posts

Geeks and Consultants will frequently communicate with Employers and each other by email and website posts to ensure efficient and timely consideration of matters related to the legal advice and non-legal consulting provided through the Services. The parties acknowledge that there is some risk that email, in-app chat and web posts, like other forms of communication, may not be kept confidential. One risk is the remote possibility that an email, chat message or website post may be deliberately intercepted by a third party as it is traveling on the Internet. Employer expressly consents to these forms of communication.

The parties further acknowledge that email, chat and website posts are in many cases available to third parties, including network administrators and SaaS providers like Google or Amazon, as well as to other companies and individuals who have or obtain access to a computer’s storage memory or Internet email or website hosting account. The reasons for such access include things necessary for the proper functioning of the services, facilitating such communications and things that benefit the third party (e.g., data mining, brand enhancement, etc.). Employer expressly authorizes the use email and website posts to discuss its legal representation provided for herein, including confidential matters relating to that representation. If at any point in the future Employer desires to revoke such authorization, Employer must advise ERISAfire in writing immediately and request deactivation of the Employer’s entire organization and all related Employer Users from the Services.

Cloud Computing and Storage

The parties acknowledge and consent to the use of cloud computing services for purposes of providing the Services and Geeks’ representation of Employers. Such cloud computing and storage includes, but is not limited to, Google Workspace for document management and storage, Heroku for infrastructure-as-a-service (“IaaS”), Amazon Web Services for web hosting and IaaS, PandaDoc for document storage and processing, Intercom for web application communication and Wolters Kluwer for compliance services. By agreeing to these terms of use, the parties confirm that this information has been disclosed and they have no objection to use of these or similar cloud computing and storage services.

Joint Representation and Conflicts

Acceptance of a question or discrete matter by a Geek User constitutes engagement of that Geek User only and no other. No Geek or Geek User has any duty to supervise or monitor the conduct of any other Geek or Geek User.

Geeks and Employers represent and warrant that Geeks are providing legal services to Employer and that there are no other parties whose interests are jointly implicated. Geeks represent Employers and not Employer Users individually; Geeks do not represent any owners, officers, director, employees or agents of Employers.

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

Tax Advice Disclaimer

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, Geeks do not undertake to provide or render tax advice on any matter, and have no implied obligation to do so (even if a Geek has previously provided tax advice to an Employer on other specific matters) unless an Employer expressly asks for such advice and a Geek 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 a Geek has previously provided tax advice on other specific matters.

Termination or Withdrawal of Representation

Employer may reject and/or terminate its representation by any one or more Geeks at any time by informing ERISAfire of its decision to reject and/or terminate representation by any one or more Geeks. 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 Services. Employer’s termination of legal representation by a Geek will not affect an Employer’s or Consultant’s liability for Service fees.

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

Circumstances also may permit or require that a Geek terminate its engagement and withdrawing from the legal representation. The reasons may include breach of an Employer’s duties and obligations under this Agreement, events or circumstances that would make such Geek’s continued representation improper, or other circumstances that, under rules governing the conduct of attorneys, would require or permit a Geek’s withdrawal. If permission for withdrawal is required by the rules of a court, the Geek shall request the court's permission; Employer will be notified of the request and will be allowed an opportunity to object.

Geek Document Retention Policy

All Geeks agree to accept the following minimum standards of document retention and destruction. At the conclusion of each engagement, Geeks shall retain their legal files for a period of seven (7) years after disengagement. At the expiration of the 7‐year period, Geeks 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 Geeks of such Employer’s election. Geeks and ERISAfire reserve the right to charge administrative fees and costs associated with researching, retrieving, copying and delivering such files.

State-Specific Notices

The State Bar of Texas requires that Geeks provide the following information: The State Bar of Texas investigates and prosecutes professional misconduct committed by Texas attorneys. Although not every complaint against or dispute with a lawyer involves professional misconduct, the State Bar’s Office of Chief Disciplinary Counsel will provide you with information about how to file a complaint. For more information, call toll-free 1-800-932-1900. The Supreme Court of Texas requires that all attorneys in Texas follow the Texas Lawyers Creed. Section II(1) of this creed requires that we advise you of its contents at the time of our undertaking representation. A copy of the Texas Lawyers Creed is available by visiting www.texasbar.com/AM/Template.cfm?Section=Ethics_Resources&Template=/CM/ContentDisplay.cfm&ContentID=.... Please contact a Geek if you have any questions about this notice.

No Duty to Supervise Geeks

The parties acknowledge and agree that neither ERISAfire nor Consultants nor Consultant Users have any duty to supervise or to review, approve or select Geeks or Geek Users. Employer accepts sole responsibility for vetting and approving the Geeks and Geek Users from which and from whom it desires legal representation.

Consultant Content

Consultants are not law firms, and Consultant Users are not lawyers; they do not give legal advice. Similarly, ERISAfire is not a law firm and does not provide legal advice. Consultant Users who are lawyers are attorneys representing the Consultant, and in that capacity they do not represent any Employer or Employer User.

The parties agree that neither ERISAfire nor Consultants shall have any responsibility for the advice of Geeks or Geek Users (including advice authored by a Consultant that is approved and thus adopted by a Geek User) and that neither ERISAfire nor Consultants shall have any duty of supervision or review, approval or selection of Geeks or Geek Users. Employer accepts full responsibility for vetting and approving representation of it by any Geek or Geek User.

Blog posts and email alerts, newsletters and bulletins (“Consultant 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. Consultant Content is the responsibility of the Consultant posting such content (or permitting such content to be posted). Neither ERISAfire nor any Geek is responsible for any Consultant Content. No User should act on the information contained in any such materials without first consulting legal counsel.

Consultant Confidentiality

Consultant acknowledges that communications on the Services may be subject to the attorney-client privilege and/or attorney-client confidentiality. As such, Consultant shall not share communications or content of communications 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 attorney review, editing and approval of compliance question and answer content.

No Attorney Advertising

The parties acknowledge and agree that neither Consultant Content nor publicly viewable content authored by Geeks is intended to be attorney advertising, and none of the lawyers who might author such content desire to represent anyone desiring representation based upon viewing such content. Geeks shall not, under any circumstances, use the Services or any Consultant Content to advertise or otherwise solicit business.

No Duty to Supervise Consultant

The parties acknowledge and agree that neither ERISAfire nor Geeks nor Geek 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.

Software Tools Are As-Is Services of ERISAfire

The Services provided by ERISAfire may include a computerized tool for generating an Employer-specific custom calendar of events for Employers whose benefit plan features are uploaded to the 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 Geeks; Employers agree that neither Geeks 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.

Limitation of Liability

To the fullest extent permitted by law, ERISAfire and its affiliates, suppliers and distributors make no warranties, either express or implied, about the Services. The 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 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 Services in question.

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

Indemnification

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 Services or any violation of these terms of use by the Indemnifying Party.

Software License

Grant of License

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 Services as ERISAfire intends them to be used and to post content to the Internet via the 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 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 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.

License Fees

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 Services if ERISAfire is not timely paid such fees when due.

Limitations

The 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 Services only to post, send and receive messages or materials proper to and related to the intended use of the Services. When using the Services, User agrees that it will not do any of the following:

  • Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others.

  • Publish, post, upload, distribute or disseminate any names, materials or information that is considered inappropriate, profane, defamatory, infringing, obscene, indecent, or unlawful.

  • Create a false identity, represent oneself as someone else, or sign an agreement as someone else or on behalf of someone else or otherwise falsify or delete in an uploaded file any significant attributions or notices.

  • Upload files that contain software or other material protected either by intellectual property laws or by the rights of privacy or publicity except when (i) User or the Employer, Consultant or Geek of which such User is an employee or agent owns or controls the necessary rights, or (ii) User or the Employer, Consultant or Geek of which such User is an employee or agent has received all necessary consents to do so.

  • Use the Services or any system accessed through the Services to disrupt, disable or otherwise harm the operations, software, hardware, equipment and/or systems of a business, institution or other entity, including, without limitation, exposing the business, institution or other entity to any computer virus, trojan horse or other harmful, disruptive or unauthorized component.

  • Restrict or inhibit any other user from using and enjoying the Services.

  • Reverse engineer, reverse compile, decrypt, disassemble or otherwise attempt to derive the source code of the Services.

  • Harvest or otherwise collect personally identifiable information about others, without their consent.

  • Embed the Services in any third-party applications, unless otherwise authorized in writing in advance by ERISAfire.

  • Violate any terms of use, privacy policy or other code of conduct, which may be applicable for any particular Service, including the ERISAfire copyright policy, which is incorporated herein by reference.

  • Violate any applicable laws or regulations, including copyright, trademark and patent laws.

Although ERISAfire has no obligation to monitor the 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. ERISAfire shall consult with any affected Geek User to ensure that proper consideration is given to matters of attorney-client privilege and attorney-client confidentiality prior to such disclosure.

Authorized Users

Neither User nor his/her User Organization shall permit use of or access to the Services by anyone other than those registered users authorized by such party to utilize the 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 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 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 Services by sending deactivation notice to support@erisafire.com.

ERISAfire reserves the right to downgrade or terminate any User’s access to the Services for cause at any time without prior notice. For example, ERISAfire may suspend or terminate use of the Services by a particular User if such user is not complying with the limitations on use of the Services, or if such user is using the Services in a manner that would expose ERISAfire or another party to legal liability, disrupt the Services or disrupt others' use of the 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 Amazon Web Services and Salesforce.com through its service Heroku. 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.

Miscellaneous

Trade Secrets and Confidentiality

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 Services or as legal counsel to a User organization evaluating the 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 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.

Maintenance of Professional Certifications and Licenses

Consultants and their Users, and Geeks and their Users, represent and warrant that they currently have, and for so long as they are Users or have Users registered with the 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 Services. Without limiting the generality of the foregoing, Geek Users shall at all times maintain active licenses to practice law in all states necessary to use the Services as intended, and Consultant Users shall at all times maintain active insurance agent licenses in all states necessary to use the Services as intended. Geek 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. Geek 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 Geek, Consultant or User; Employers, Geeks, Consultants and their respective Users shall each be responsible for such monitoring and supervision for him, her or itself.

Controlling Law

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.

No Third-Party Beneficiaries

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

Force Majeure

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.

Waiver, Severability and Assignment

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 Geek 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 Services.

Binding Effect; Benefit

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.

Mandatory Arbitration

Except for actions to protect intellectual property rights and to enforce an arbitrator’s decision hereunder, all disputes, controversies, or claims arising out of or relating to the Services, these terms of use or a breach thereof shall be submitted to and finally resolved by arbitration under the rules of the American Arbitration Association ("AAA") then in effect. There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties in accordance with AAA rules. The arbitration shall take place in, and the arbitrator shall be a resident of Harris County, Texas. If such forum requires that any party be required to travel more than 500 miles, the arbitration shall be conducted by web conference. The arbitrator shall apply the laws of Texas to all issues in dispute. The 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. The findings of the arbitrator shall be final and binding on the parties and may be entered in any court of competent jurisdiction for enforcement. Should any party file an action contrary to this provision, the other party may recover attorneys’ fees and costs up to $10,000.00.

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