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21, Security. You shall be solely responsible for acquiring and maintaining technology and procedures for
<br /> maintaining the security of your link to the Internet. As part of the Web Services,the Service Provider shall
<br /> implement reasonable and appropriate security procedures consistent with prevailing industry standards to
<br /> protect data from unauthorized access by physical and electronic intrusion;provided,however,unless resulting
<br /> from the failure of Service Provider to perform the forgoing obligations,the parties agree that Service Provider
<br /> shall not, under any circumstances,be held responsible or liable for situations (i) where data or transmissions are
<br /> accessed by third parties through illegal or illicit means,or(ii)where the data or transmissions are accessed
<br /> through the exploitation of security gaps,weaknesses,or flaws unknown to Service Provider at the time.Service
<br /> Provider will promptly report to you any unauthorized access to your data promptly upon discovery by Service
<br /> Provider,and Service Provider will use diligent efforts to promptly remedy any breach of security that permitted
<br /> such unauthorized access. In the event notification to persons included in your data is required,you shall be solely
<br /> responsible for any and all such notifications at your expense.
<br /> 22. Notices.We may give notice to you by means of(i) a general notice in your account information, (ii)by
<br /> electronic mail to your e-mail address on record in your Registration Data,or(iii) by written communication sent
<br /> by first class mail or pre-paid post to your address on record in your Registration Data. Such notice shall be
<br /> deemed to have been given upon the expiration of forty eight(48) hours after mailing or posting(if sent by first
<br /> class mail or pre-paid post)or twelve(12) hours after sending(if sent by email).You may give notice to the
<br /> Primary Service Provider(such notice shall be deemed given when received)at any time by letter delivered by
<br /> nationally recognized overnight delivery service or first class postage prepaid mail as follows: Benefit Coordinators
<br /> Corporation, 10805 Rancho Bernardo Rd,Suite 130,San Diego,CA 92127,in either case,addressed to the
<br /> attention of"President of the Company". Notices will not be effective unless sent in accordance with the above
<br /> requirements.
<br /> 23. Arbitration. Except for actions to protect intellectual property rights and to enforce an arbitrator's
<br /> decision hereunder, all disputes,controversies,or claims arising out of or relating to this Agreement or a breach
<br /> thereof shall be submitted to and finally resolved by arbitration under the rules of the American Arbitration
<br /> Association ("AAA")then in effect. There shall be one arbitrator,and such arbitrator shall be chosen by mutual
<br /> agreement of the parties in accordance with AAA rules. The arbitration shall be conducted by telephone or
<br /> online. The arbitrator shall apply the laws of the State of Washington to all issues in dispute. The controversy or
<br /> claim shall be arbitrated on an individual basis,and shall not be consolidated in any arbitration with any claim or
<br /> controversy of any other party. The findings of the arbitrator shall be final and binding on the parties,and may be
<br /> entered in any court of competent jurisdiction for enforcement. Enforcements of any award or judgment shall he
<br /> governed by the Federal Arbitration Act. Should either party file an action contrary to this provision,the other
<br /> party may recover attorney's fees and costs up to$1000.00.
<br /> 24. Applicable Law;Jurisdiction and Venue. This Agreement shall be construed under the laws of the State of
<br /> Washington,without regard to its principles of conflicts of law. The courts of Benton County in the State of
<br /> Washington, USA and the nearest U.S. District Court in the State of Washington shall be the exclusive jurisdiction
<br /> and venue for all legal proceedings that are not arbitrated under this Agreement.
<br /> 25. Severability. If any provision of this Agreement is declared invalid or unenforceable,such provision shall
<br /> be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event,the
<br /> unenforceability or invalidity of any provision shall not affect any other provision of this Agreement,and this
<br /> Agreement shall continue in full force and effect,and be construed and enforced,as if such provision had not
<br /> been included,or had been modified as above provided, as the case may be.
<br /> 26. Force Majeure.We shall not be liable for damages for any delay or failure of delivery arising out of causes
<br /> beyond our reasonable control and without our fault or negligence, including, but not limited to,Acts of God, acts
<br /> of civil or military authority,fires, riots,wars, embargoes, Internet disruptions, hacker attacks,or communications
<br /> failures.
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