TalentSIM^® Terms of Use

Thank you for selecting the Services (defined below) offered by Mercer (US) Inc. and its affiliates (collectively referred to as "Mercer", "we", "our", or "us") on this website (the "Site") and related applications. This document consists of two parts: (1) these Terms of Use, and (2) a Privacy Notice that describes what information we collect from our users and how we may use it (together, the "Agreement"). This Agreement describes the terms governing your use of Mercer's Services provided to you through this Site including content, updates and new releases and how we may use your data (collectively, the "Services"). Please read this Agreement carefully because the terms are binding upon you. By clicking "I AGREE," or "CONTINUE," indicating acceptance electronically, accessing, browsing or using the Site or the Services, you agree to this Agreement. If you do not agree to this Agreement, then do not indicate acceptance of the Agreement, and do not use the Site or the Services. By accessing, browsing, or using the Site or the Services, you acknowledge that you have read, understood, and accepted these Terms of Use and the Privacy Notice.

This Agreement governs your use of the Site and the Services. We may also post additional terms and conditions on the Site that apply to specific Site areas. You acknowledge that by accessing, browsing, or using those specific Site areas, you have read, understood, and accepted such additional terms. These area-specific terms and conditions are incorporated into this Agreement. We may change this Agreement at any time by posting the amended Agreement on the Services. Certain provisions of this Agreement may be superseded by expressly designated legal notices or terms located on particular pages at this Site. As a result, we suggest you check this page regularly for any updates or changes to the Agreement. We last revised this Agreement in May 2013.

These Services are controlled, operated, and administered by Mercer from its offices within the United States of America. Access to the Services from territories where the Services' contents are illegal is prohibited. If you access this Site from locations outside of the United States, you are responsible for compliance with all local laws. As set forth below, the Services and this Agreement are governed solely by U.S. law; if you do not agree to be bound by U.S. law, do not use the Site or the Services.

Eligibility

These Services are intended for use only by adults. You must be at least 18 years of age, or the age of majority in your jurisdiction of residence (whichever is greater), and possess the legal authority to form legally binding contracts under applicable law to use the Service. You must meet all technical requirements to use the Services and no refunds will be provided if you do not meet the technical requirements.

Not A Legal or Personal Advisor

The Services are provided for your informational purposes only. NEITHER MERCER NOR THE SERVICES PROVIDE LEGAL OR ANY OTHER ADVICE, RECOMMENDATION, REPRESENTATION, OR ARRANGEMENT. MERCER IS NOT A FINANCIAL PLANNER OR CAREER ADVISOR. Your use of the Services does not create a relationship with Mercer as a job candidate or otherwise. The Services are intended only to provide tools in the overall assessment process and information to assist you in making your own independent talent assessment and career decisions using your judgment. The Services are broad in scope. Your personal situation is unique, and any information obtained through the Services may not be appropriate for your situation. Accordingly, before making any final decisions or implementing any strategy, you should consider whether it may be appropriate to obtain independent advice from your own advisors who are fully aware of your individual circumstances.

No Unlawful or Prohibited Use

You agree not to use the Services for any purpose that is unlawful or prohibited by this Agreement.

You further agree not to submit any materials that contain viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines or engines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or information. You may not try to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service through hacking, password mining, or any other means. You agree that you will not use any robot, spider, crawler, other automatic program or device, data mining, or manual process to monitor or copy pages of this Site or the content contained on it without our express prior written permission.

Use of the Services; Intellectual Property Rights; Restrictions

Subject to the terms and conditions of this Agreement and upon receipt of full consideration, Mercer agrees to grant you a limited, personal, non-exclusive, non-transferable license to access and use the Services for your own personal, non-commercial use. The Services, including, without limitation, applications, the information contained therein, any table structures, queries, and reports, their arrangement, structure, sequence, organization, and methods of interactions, the algorithms and other database artifacts, the Services' structure, all textual and graphical materials, and all technical information and other content appearing on this Site and their modifications and enhancements, are copyrighted, confidential and trade secret information that is proprietary to and owned solely by Mercer or certain third party providers (the "Providers"), together with all related copyrights and trademarks. Mercer retains the exclusive and sole ownership of the Services, and Mercer or the Providers (as the case may be) retain the exclusive and sole ownership of the Services and any content, and all related intellectual property rights.

You agree to hold all such proprietary and confidential information in confidence. You may not modify, sell, transfer or otherwise provide any of the proprietary and confidential information, in whole or in part, in any form to any person or entity who is not an employee of Mercer who needs access to the information to facilitate your licensed access and use of the Services without Mercer's prior written permission.

You may not create derivative works of, or decompile, reverse engineer, translate or disassemble the Services, in whole or in part, except as expressly permitted by applicable law. You may not create or store in electronic form any shared library, data warehouse, archive, cache or frame of the data or information contained in Site. You may not rent, lease, sublicense, time-share, or otherwise distribute the Services, or host applications to provide the use of the Services to third parties by means of a service bureau, time-sharing, or other computer services.

Except for the license granted above, nothing contained herein shall be deemed to confer by implication, estoppel or otherwise, any license or any other grant of right to use any trademark, copyright, or any other intellectual property right of Mercer or any third party. The "Mercer" name and the names of Mercer's products referred to on the Services are Mercer's trademarks. All other product and company names belong to their respective owners. You agree that you will take no action inconsistent with this paragraph.

Except as required herein, you agree not to use Mercer's intellectual property in the press and not to refer to Mercer or attribute any information to Mercer in the press, for advertising or promotional purposes, or for the purpose of informing or influencing any other party without Mercer's prior written consent.

You will be responsible for any access to, or use or disclosure of Mercer's proprietary and confidential information by you and, further, you shall indemnify, defend and hold harmless Mercer, its officers, directors, employees, affiliates, shareholders, agents, successors, representatives, assigns customers, suppliers and service providers (collectively, the "Mercer Parties") for any and all loss, damage costs, expenses or liability (including attorneys' fees) incurred by the Mercer Parties as a result of a breach by you or any other party to whom you may have provided access to the Services, or any of its contents, of any or all of the obligations contained in this Agreement.

You agree that Mercer may, without obligation to you, collectively and on an anonymous basis, evaluate and/or process data, including your answers, for Mercer's use in validating and improving the Site and the Services, and/or for research, database enhancement, and Mercer's research and development purposes.

You may download and make a reasonable number of copies of the output of any of the Services provided that such copies may not be sold and may not be distributed to any other party except as provided herein. You may show the output to potential employers, recruiters or other personal advisors of yours. Otherwise, the output from the Services is solely for your personal, informational use. Except as expressly permitted by this Agreement, you will not: copy, cut and paste, email, reproduce, publish, distribute, redistribute, broadcast, transmit, modify, adapt, edit, abstract, create derivative works of, store, archive, publicly display, sell or in any way commercially exploit, in whole or in part, any information or output from the Services, or set up derived databases or materials from information you obtain from the Services.

Mercer reserves the right to add to, remove from or edit the contents or change the Services at any time with or without notice.

Mercer reserves the right to monitor usage by you (in terms of volume, frequency or otherwise) of the Services. In case of unauthorized use of the Services by you, Mercer reserves the right to deny you access to the Services by blocking, without prior notification, the IP address(es) that you used to access the Services.

This Agreement does not constitute a sale of the Services or any part of it and, except as expressly provided for in this Agreement, no rights or licenses, express or implied, are hereby granted to you in respect of the Services. You acknowledge that as between you and Mercer, Mercer (or the Providers) is throughout the world the proprietor subsisting in the Services. Nothing herein contained shall be construed so as to transfer any intellectual property rights whatsoever in the Services to you or any other party.

You agree not to use the Services or content on this Site in a manner that violates any applicable local, state, federal or international law, regulation or this Agreement. For example, unless authorized by Mercer in writing, you further agree you will not:

(a) Use, employ, or attempt to use or employ any robot, spider, scraper, deep link or other similar automated data gathering or extraction programs, tools, utilities, algorithm or methodology to access, acquire, copy or monitor any portion of the Services, without Mercer's express written consent, which may be withheld in Mercer's sole discretion;

(b) Use, employ, or attempt to use or employ any engine, software, tool, agent, or other device or mechanism (including, without limitation robots, spiders, avatars, intelligent agents, or browsers) to navigate or search the Services, other than the search engines and search agents available through the Services and other than generally available third-party web browsers;

(c) Attempt to access any other Mercer systems that are not part of this Site or any Mercer services other than the Services licensed hereunder.

(d) Excessively overload the Mercer systems used to provide the Services.

The foregoing list provides examples only and is non-exclusive. If you violate any of these terms, this Agreement and your right to use the Services may be terminated by Mercer in its sole discretion.

You are solely responsible for maintaining in confidence and securely managing your password(s) for access to the Services. You are prohibited from transferring or sharing your password(s). You are solely and fully responsible for the security of your password(s) and for any and all actions taken using them. If you become aware of any unauthorized access to your Site account, theft or loss of your password, you agree to contact Mercer immediately by e-mail at the address provided under the heading "Account Security," below.

Mercer may freely use feedback and other information you provide without compensation to you. You agree that Mercer may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant Mercer a perpetual, worldwide, fully transferable, sublicenseable, non-revocable, non-terminable, fully paid-up, royalty free license to use the feedback and any other information you provide to Mercer in any way. In addition, We may publicly post testimonials and other feedback we receive from you. If you wish to have your testimonial removed, you can contact us as specified below.

Disclaimer of Warranties

THIS SITE MAY CONTAIN INACCURACIES OR TYPOGRAPHICAL ERRORS. YOU AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE PROVIDE THIS SITE AND THE SERVICES "AS IS" AND "AS AVAILABLE" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED, OR STATUTORY, AS TO THE OPERATION OF THE SERVICE; THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE CONTENT OR MATERIALS INCLUDED ON THE SITE OR THE SERVICES; OR OTHERWISE. WE SPECIFICALLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, UPTIME OR CONTINUITY OF THE SERVICES, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER. MERCER AND ITS AFFILIATES, PARTNERS AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SITE WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.

YOU ACKNOWLEDGE AND AGREE THAT THE SITE AND SERVICES ARE FOR GENERAL INFORMATION AND USE ONLY. IN PARTICULAR, THE SERVICES DO NOT CONSTITUTE ANY FORM OF ADVICE, RECOMMENDATION, REPRESENTATION, OR ARRANGEMENT BY MERCER. MERCER DOES NOT WARRANT THE ACCESS OR USE OF THE SERVICES IN ANY SPECIFIC SITUATION OR FOR ANY SPECIFIC APPLICATION.

WE DO NOT WARRANT:

(A) THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE,

(B) THE QUALITY OF ANY SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SERVICE, OR

(C) THAT ANY ERRORS IN THE SERVICE WILL BE CORRECTED.

YOU AGREE THAT MERCER SHALL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, OR ANY TRANSACTIONS ENTERED INTO THROUGH THIS SITE. YOU AGREE THAT MERCER IS NOT RESPONSIBLE OR LIABLE FOR ANY THREATENING, DEFAMATORY, OFFENSIVE, OR ILLEGAL CONTENT OR CONDUCT OF ANY OTHER PARTY OR ANY INFRINGEMENT OF ANOTHER'S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS.

MERCER DOES NOT WARRANT THAT THIS SITE, ITS SERVERS, OR E-MAIL SENT FROM THIS SITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU DOWNLOAD ANY MATERIAL THROUGH THE USE OF THE SERVICE AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MERCER OR THROUGH OR FROM THE SERVICE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LIMIT OF MERCER'S AND ITS AFFILIATES, AND SUPPLIERS LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY AND ALL CLAIMS CONCERNING YOUR USE OF THE SERVICES SHALL NOT, IN THE AGGREGATE, EXCEED THE GREATER OF THE FEES PAID BY YOU TO MERCER FOR ACCESS TO AND USE OF THE SERVICES, OR US$500.00 (U.S. FIVE HUNDRED DOLLARS). MERCER AND ITS AFFILIATES, AND SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR ANY OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF MERCER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, RESULTING FROM OR IN ANY WAY CONNECTED WITH YOUR ACCESS TO OR USE OF THE SITE, INCLUDING, WITHOUT LIMITATION:

(A) THE USE OR THE INABILITY TO USE, ANY DELAY IN, OR ACCESS TO THE SERVICE;

(B) THE COST OF PROCURING SUBSTITUTE SERVICES RESULTING FROM ANY DATA, INFORMATION, OR SERVICES OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM, THE SERVICE;

(C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA;

(D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR

(E) ANY AND ALL DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS; CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET MERCER SYSTEMS REQUIREMENTS

(F) ANY OTHER MATTER RELATING TO THE SERVICE OR THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE.

YOU ACKNOWLEDGE THAT NO DEFENSE OR INDEMNITY OF ANY KIND IS PROVIDED HEREUNDER BY MERCER WITH RESPECT TO ANY CLAIM, DEMAND, CAUSE OF ACTION, COST, LOSS, DAMAGE, EXPENSE OR LIABILITY ARISING FROM OR BASED ON YOUR OR ANY THIRD PARTY'S USE OF OR INABILITY TO USE THE SERVICES.

THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF MERCER AND ITS AFFILIATES, AND SUPPLIERS AS WELL AS YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE AND YOUR AGREEMENT TO THESE PROVISIONS AND LIMITATIONS IS A MATERIAL INDUCEMENT TO MERCER TO ENTER INTO THIS AGREEMENT WITH YOU AND PROVIDE YOU ACCESS TO THE SERVICES AND OTHER OFFERINGS PROVIDED BY MERCER. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THIS AGREEMENT IS INTENDED TO BE ENFORCED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR OF THIS AGREEMENT, YOUR EXCLUSIVE REMEDY IS TO STOP USING THE SERVICE AND SEEK A REFUND OF ANY FEES PAID IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

Use and Validity of E-Mail Notices; E-mail Account

By providing your e-mail address to Mercer, you agree that Mercer may provide, and that you will accept and receive, all required notices related to the Services from us electronically, to that e-mail address or such other e-mail address as you designate. If you wish to receive notices at another address, it is your responsibility to notify us of any updates or changes, as appropriate, by updating your user profile and contact preferences. Required and other notices and communications from us will be either in the text of the applicable e-mail or through an embedded link to the appropriate page on our Site, which should be accessible through any standard, commercially available internet browser. Notwithstanding the foregoing, Mercer may in its sole discretion from time to time elect to provide required notices or other communications to you by any other means it deems appropriate.

Any legal notices by you to Mercer relating to this Agreement should be sent by you to Mercer by e-mail to the following address: talentsim@mercer.com.

Account Security

You are responsible for maintaining the privacy and security of your password and other security information. You are also responsible for maintaining the integrity of your hardware and operating system to prevent viruses, spyware or other malicious software from stealing your password information or data. Mercer bears no responsibility for unauthorized access to your account as a result of your failure to follow appropriate security precautions.

If you should become aware of any unauthorized use of your account or user information, or if you otherwise believe that your account has been compromised, you agree to immediately notify Mercer by e-mail to: talentsim@mercer.com.

Export/Import Restrictions and Tariffs

Access to this Site may not be provided by you to anyone for use in any country or used in any manner prohibited by the United States Export Administration Act or any other country's export laws, restrictions or regulations. Furthermore, you agree to comply with any import laws, rules, and regulations of the countries and jurisdictions where you access and use this Site or receive copies of any technical information or other materials. You agree to indemnify and defend the Mercer Parties and hold the Mercer Parties harmless from any fines, penalties, damages, or other costs and expenses (including attorneys' fees) , as well as any tariffs, import or export taxes, levied with respect to your use of this Site by jurisdictions in which you access and use it, or from which you export information from this Site, or for any violation of the requirement not to provide access to and use of this Site for use in any country prohibited by the United States Export Administration Act or any other export laws, restrictions, or regulations.

Termination

You agree that Mercer, in its sole discretion and without notice, may terminate your password, account (or any part thereof), or access to or use of the Services or any portion thereof, and remove and discard any content within the Services, at any time and for any reason, including, without limitation, if Mercer believes that you have violated or acted inconsistently with this Agreement. Mercer may prohibit or restrict access to the Services to anyone at any time, with or without cause. Mercer may also in its sole discretion and at any time discontinue providing the Services, or any part of it, temporarily or permanently. Mercer will make reasonable commercial efforts to provide notice of any such discontinuation to you. You agree that Mercer shall not be liable to you or any third party for any termination of your access to the Services or for any modification, suspension, or discontinuation of the Services.

Payment Terms and Refunds

Payment for the Services will be via credit card through a third-party payment processor to process the payment and remit it to us; we do not receive credit card information from you. If you aren't happy with the Services, we will refund the fees you paid for such Services. You must notify us within 60 days of purchase that you want your money back. If it has been more than 60 days of your purchase, Mercer has no obligation to provide a refund. To request a refund please email us at talentsim@mercer.com.

Hypertext Links

The Services may contain links to other sites. The policies at other sites, which may be owned and operated by third parties, may be different from this Agreement. Those third party sites' policies will govern the use of information you provide to them. We encourage you to be aware when you leave our Site and to read the policies of these third party websites. Mercer makes no representations whatsoever about any other website that you may access through this Site. The access to other links through the Services do not imply that Mercer is affiliated with or otherwise endorses any third parties, that it is legally authorized to use any trademark, trade name, logo, or copyright symbol displayed in or accessible through the links, or that any linked site is authorized to use any trademark, trade name, logo, or copyright symbol of Mercer. Mercer shall have no responsibility or liability for your access to or linking to a third-party site.

U.S. Government Restricted Rights

Government users will receive no greater than Restricted Rights as defined in FAR 52.227-19 [c] (1-2) (June 1987). Government users will received no greater Limited Rights as defined in FA 52.227-14 (June 1987) or DFAR 252.227-7015(b)(2) (November 1995), as applicable in any technical data at this site.

Trademarks

The Mercer name, the Mercer logo, and other trademarks, service marks, and logos (the "Trademarks") used and displayed on this Site are registered and unregistered Trademarks of Mercer LLC, or an affiliate of Mercer. Nothing on this Site shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the site without our express prior written permission. Mercer prohibits the use of the Mercer name, any of its registered domain names and any of its other trademarks as part of a link to or from any site unless approved in advance by Mercer in writing. You may not use any metatags or any other hidden text utilizing any Mercer domains, Mercer, or other Trademarks without our express prior written consent.

General

Governing law; Jurisdiction. The laws of the State of New York, United States of America, govern this Agreement in all respects, without regard to the United Nations Convention on Contracts for the International Sale of Goods and any amendments thereto, the application of which is expressly excluded. Your conduct may be subject to other laws. You expressly agree that exclusive jurisdiction over any dispute arising from your use of the Services or the Service resides in the federal and state courts located in the borough of Manhattan, New York City, New York. You further agree and expressly consent to the exercise of personal jurisdiction in the State of New York in connection with any dispute or claim involving the Services. Use of the Services is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement and conditions, including this paragraph.

Indemnification. You hereby agree to indemnify, defend, and hold harmless the Mercer Parties customers, suppliers, service providers, and employees from and against all claims, demands, liabilities, costs, expenses, fines penalties and damages (including actual and consequential and attorneys' fees), of every kind and nature whether known or unknown arising out of or relating to:

(a) your posting of any content on, or your use of, the Service or this Site in violation of this Agreement;

(b) any other breach of this Agreement by you; or

(c) your violation of any law or the rights of a third party.

Severability. It is the intent of the parties that the provisions of this Agreement shall be enforced to the fullest extent permitted by applicable law. To the extent that the terms set forth in this Agreement or any word, phrase, clause or sentence is found to be illegal or unenforceable for any reason, such word, phrase, clause or sentence shall be modified deleted or interpreted in such a manner so as to afford the party for whose benefit it was intended the fullest benefit commensurate with making this Agreement as modified, enforceable and the balance of this Agreement shall not be affected thereby, the balance being construed as severable and independent.

Unforeseen Events. Neither Mercer nor you can predict delays or failures in performance under the Agreement resulting from events beyond their reasonable control. This, for example, includes 'acts of God', fire, flood, riots, new laws which prevent the carrying out of the Services, the results of terrorist activity, failures of third party suppliers, and interruption of , Internet or telecommunication services, and other power failures. Should such circumstances arise, Mercer will use commercially reasonable efforts to continue to provide the Services, but may be unable to do so. In such a case, your sole remedy is to discontinue use of the Services and seek a refund according to the terms of this Agreement.

Injunctive Relief. You acknowledge that Mercer will be irreparably harmed if your obligations under this Agreement are not specifically enforced and that it would not have an adequate remedy at law in the event of an actual or threatened violation by you of your obligations. Therefore, you agree that Mercer will be entitled to an injunction or any appropriate decree of specific performance for any actual or threatened violations or breaches by you without the necessity of posting a bond, showing actual damages or that monetary damages would not afford an adequate remedy.

WAIVER OF TRIAL BY JURY. EACH OF US, TO THE FULLEST EXTENT PERMITTED BY LAW, KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE OUR RIGHT TO A TRIAL BY JURY IN ANY ACTION OR OTHER LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ACCESS, USE AND INTERPRETATION OF THE INFORMATION ON THE SITE, OR ANY SERVICES PROVIDED BY MERCER OR ITS AFFILIATES. THE WAIVER APPLIES TO ANY ACTION OR LEGAL PROCEEDING, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. YOU AGREE NOT TO INCLUDE ANY EMPLOYEE, OFFICER, DIRECTOR OR TRUSTEE OF MERCER AS A PARTY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM RELATING TO SUCH DISPUTE.

ENTIRE AGREEMENT. THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN YOU AND MERCER WITH RESPECT TO THIS SITE AND THE SERVICES, AND SUPERSEDES ANY AND ALL PRIOR PROPOSALS, UNDERSTANDINGS, REPRESENTATIONS AND/OR AGREEMENTS, WHETHER ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES REGARDING ITS SUBJECT MATTER.

TRANSFER/ASSIGNMENT. ACCESS TO THE SERVICES IS LICENSED ONLY TO YOU. YOU MAY NOT RENT, LEASE, SUBLICENSE, SELL, ASSIGN, PLEDGE, TRANSFER OR OTHERWISE DISPOSE OF YOUR ACCESS, OR ANY OF YOUR RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT, IN WHOLE OR IN PART, TO ANY OTHER PARTY, WITHOUT MERCER'S PRIOR WRITTEN CONSENT. ANY PURPORTED ASSIGNMENT IN VIOLATION OF THIS PARAGRAPH WILL BE VOID AND CONSTITUTE A MATERIAL BREACH OF THIS AGREEMENT. MERCER MAY RENT, LEASE, SUB-LICENSE, SELL, ASSIGN, PLEDGE, TRANSFER, CHARGE OR OTHERWISE DISPOSE OF THIS LICENSE TO ANY AFFILIATE OF MERCER. THIS AGREEMENT IS BINDING UPON AND SHALL INURE TO THE BENEFIT OF ALL PARTIES AND THEIR RESPECTIVE SUCCESSORS, HEIRS, EXECUTOR, ADMINISTRATORS, PERSONAL REPRESENTATIVES AND PERMITTED ASSIGNS.

Third Party Beneficiaries. Neither this Agreement nor access and use of the information on the Services or the provision of the Services is intended to confer any right or benefit on any third party (other than the Providers).

Should you have questions regarding this Agreement, you may contact Mercer by writing to Mercer (US) Inc., 2600 Lake Lucien Drive, Ste 235, Maitland, FL 32751 USA.