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Gruppo Marcucci (GPM), a division of Gallagher Benefit Services, Inc., provides outsourcing intelligence and associated consulting to stakeholders in the Benefits and HR Technology & Outsourcing industry. Our in-depth understanding of the service provider market and our vast experience sourcing and implementing solutions is key to our clients achieving full operational success.
Introduction. Please read carefully these Terms and Conditions. They govern your access to and use of the Gruppo Marcucci website (the “Site”), and constitute a binding legal agreement between you and Gruppo Marcucci, LLC (“Gruppo Marcucci”). Gruppo Marcucci recommends that you print a copy of these Terms and Conditions for your records. These Terms and Conditions were written in English (US). To the extent to which any translated version of these Terms and Conditions conflicts with the English language version, the English language version controls.
Agreement to Terms and Conditions by Use of Gruppo Marcucci. YOU ACKNOWLEDGE AND AGREE THAT BY ACCESSING OR USING THE SITE YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE.
Modification of Terms and Conditions. Gruppo Marcucci reserves the right, in its sole and absolute discretion, to modify these Terms and Conditions, at any time and with or without prior notice. If these Terms and Conditions are modified, the modification(s) will be posted on Gruppo Marcucci or otherwise made available. YOU ACKNOWLEDGE AND AGREE THAT BY CONTINUING TO ACCESS OR USE THE SITE AFTER ANY SUCH MODIFICATION YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THE MODIFIED TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ANY MODIFIED TERMS AND CONDITIONS, THEN YOU HAVE NO RIGHT TO CONTINUE TO ACCESS OR USE THE SITE, AND YOUR ONLY RECOURSE IS TO CEASE USING THE SITE.
Intellectual Property Rights
Ownership. The Site and its content are protected by patent, copyright, trademark, and other laws. Except as and if expressly and unambiguously provided in these Terms and Conditions, Gruppo Marcucci and its licensors exclusively own all right, title and interest in and to the Site and its content, including, without limitation, all associated intellectual property rights. You agree that you will not gain any ownership or other right, title or interest in or to anything offered through or underlying the Site, by reason of these Terms and Conditions or otherwise, that all such ownership will inure to the benefit of Gruppo Marcucci from the date of the conception, creation or fixation of such matter in a tangible medium of expression, as applicable, and that you will not remove, alter or obscure any patent, copyright, trademark, service mark or other proprietary rights notice incorporated into and/or accompanying the Site and/or its content.
Content Provided by Gruppo Marcucci to users. If you use any intellectual property made available to you through the Site, subject to your compliance with these Terms and Conditions, Gruppo Marcucci grants you a limited non-exclusive, non-transferable, revocable license, without the right to sublicense, for you to access and use such intellectual property, solely for your internal use. You agree that, unless you are given express and unambiguous written permission from Gruppo Marcucci to do so, you will not use, copy, adapt, modify, prepare any derivative of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit any such intellectual property, except as and if expressly and unambiguously permitted in these Terms and Conditions. If Gruppo Marcucci does give you its express and unambiguous written permission to copy, adapt, modify, prepare any derivative of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit any such intellectual property, you agree that you will not do so without strict adherence to the [citation policy] of Gruppo Marcucci.
Reservation of Rights. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Gruppo Marcucci or its licensors, except for the licenses and rights expressly and unambiguously granted in these Terms and Conditions; and all such rights are expressly reserved.
Confidentiality. You agree that information that all information that you receive through the Site is confidential or of a proprietary nature (“Confidential Information”), and that you: (a) will treat Confidential Information with the same degree of care and safeguards that you take with your own Confidential Information, but in no event less than a reasonable degree of care; (b) will not disclose Confidential Information to any third party without the prior written consent of Gruppo Marcucci, and (c) will carefully restrict access to Confidential Information to your employees on a need-to-know basis.
Representations and Warranties
Providing Accurate Information to Gruppo Marcucci. You represent and warrant to Gruppo Marcucci that you will: (1) provide only accurate, current and complete information to Gruppo Marcucci, including, without limitation, during any registration process; (2) update all information provided to Gruppo Marcucci so that it is accurate, current and complete throughout your use of the Site.
Use of Password and Gruppo Marcucci Account. You represent and warrant to Gruppo Marcucci that you will not disclose your password to any third party, that you take sole responsibility for any activities or actions taken under access to the Site with your password, regardless of whether you have authorized such activities or actions, and that you will immediately notify Gruppo Marcucci of any unauthorized use of your password.
General. THE SITE, AND EVERYTHING PROVIDED THROUGH THE SITE, IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, GRUPPO MARCUCCI EXPLICITLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
No Advice. The Site and its content: (i) present the opinions of Gruppo Marcucci based upon internal research and knowledge; (ii) are not to be relied upon as or construed to be legal, regulatory, audit, tax advice or other advice; (iii) are presented for demonstration and general informational purposes only and neither take into account your specific circumstances nor reflect the most current developments. Gruppo Marcucci does not provide legal, regulatory, audit, tax advice or other advice, and disclaims, to the fullest extent permitted by applicable law, any and all liability for the accuracy and completeness of the information in the Site and its contents and for any acts or omissions made based on such information. You are responsible for obtaining such advice from your own legal counsel and/or other licensed professionals.
Operation of the Site. GRUPPO MARCUCCI MAKES NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. YOU ACKNOWLEDGE THAT GRUPPO MARCUCCI HAS THE RIGHT TO USE A LIMITING DEVICE WHICH CAN, IF A TERMINATION OF THESE TERMS AND CONDITIONS OCCURS, BE USED TO DISABLE YOUR ABILITY TO ACCESS THE SITE. IF SUCH A LIMITING DEVICE DISABLES YOUR ABILITY TO ACCESS DO ANYTHING, YOU ARE SOLELY RESPONSIBLE FOR SUCH DISABLEMENT AND THE CONSEQUENCES THEREOF, AND FOR TAKING PRECAUTIONS TO AVOID OR MINIMIZE POTENTIAL DAMAGE FROM SUCH DISABLEMENT, INCLUDING, WITHOUT LIMITATION, BACKING UP YOUR DATA.
Links. The Site may contain links to third-party websites and/or resources. You acknowledge and agree that Gruppo Marcucci is not responsible or liable for: (i) the availability and/or accuracy of such websites and/or resources; or (ii) the content, products, services, order processing, order fulfillment, billing, and/or customer service on or available from such websites and/or resources. Links to such websites and/or resources do not imply any endorsement by Gruppo Marcucci of such websites and/or resources, or the content, products, or services available from such websites and/or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites and/or resources, and you are cautioned to read each such website’s terms and conditions and/or privacy policies before using such websites.
Indemnity. You agree to defend, indemnify and hold harmless Gruppo Marcucci, and its current and former insurers or reinsurers, attorneys, officers, directors, agents, employees, independent contractors, stockholders, members, holding companies, investors, affiliates, subsidiaries, parent companies, banks, heirs, representatives, partners, beneficiaries, trustees, spouses, administrators, executors, customers, vendors, predecessors, predecessors in interest, successors, successors in interest and assigns from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with: (i) your access to or use of the Site; and/or (ii) your violation of these Terms and Conditions.
Limitation of Liability.
General. YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE REMAINS WITH YOU. NEITHER GRUPPO MARCUCCI NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE WILL BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR SIMILAR DAMAGES, REGARDLESS OF WHETHER FORESEEABLE, INCLUDING, WITHOUT LIMITATION, CLAIMS FOR LOSS OF GOODWILL, PROFITS, DATA, USE OF MONEY OR PRODUCTS, STOPPAGE OF WORK OR IMPAIRMENT OF ASSETS, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS, WHETHER ARISING OUT OF BREACH OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS OR FROM THE USE OF OR INABILITY TO USE THE SITE, AND WHETHER OR NOT GRUPPO MARCUCCI HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GRUPPO MARCUCCI AND YOU.
Force Majeure. Gruppo Marcucci will not be liable for any failure or delay in performing under these Terms and Conditions where such failure or delay is due to causes beyond its reasonable control, including, without limitation, natural catastrophes, governmental acts or omissions, laws or regulations, terrorism, labor strikes or difficulties, communications systems breakdowns, hardware or software failures, transportation stoppages or slowdowns or the inability to procure supplies or materials.
Monetary Limit. IN NO EVENT WILL THE AGGREGATE LIABILITY OF GRUPPO MARCUCCI IN RESPECT OF THE SITE OR OTHERWISE IN CONNECTION WITH THESE TERMS AND CONDITIONS, OR FROM THE USE OF OR INABILITY TO USE THE SITE, EXCEED ONE HUNDRED DOLLARS ($100).
Term and Termination
Revocation of Access and Termination. Gruppo Marcucci reserves the right to revoke your access to and/or use of the Site at any time, with or without cause and with or without notice to you.
Your Right to Cancel or Terminate. You may cancel your access to and/or use of the Site at any time by providing Gruppo Marcucci with written notice of such termination.
Effect of Termination. Upon the termination or expiration of these Terms and Conditions for any reason whatsoever:
neither you nor Gruppo Marcucci will be liable each other for damages of any kind solely on account of lawful termination, including, without limitation, incidental or consequential damages, compensation, reimbursement or damages on account of any loss of prospective profits on anticipated sales or on account of expenditures, investments, leases or other commitments relating to the business or goodwill, or for indemnification, even if informed of the possibility of such damages;
you agree to destroy all materials obtained from the Site, and all copies thereof; and
the provisions of the following sections will survive termination: 1 through 7 and 8.c through 9.
Controlling Law and Jurisdiction. These Terms and Conditions will be governed by and interpreted in accordance with the laws of the State of Illinois without reference to its conflicts of laws rules or principles. You consent to the exclusive jurisdiction and venue of the federal and state courts located in Cook County, Illinois in any action arising out of or relating to these Terms and Conditions, and you hereby waive any other venue to which you might be entitled by domicile or otherwise.
Entire Agreement. These Terms and Conditions contains the entire agreement between Gruppo Marcucci and you with respect to the subject matter hereof. There are no promises, agreements, conditions, undertakings, understandings, warranties, covenants or representations, oral or written, express or implied, between us with respect to these Terms and Conditions or the matters described in these Terms and Conditions, except as set forth in these Terms and Conditions. Any such negotiations, promises, or understandings will not be used to interpret or constitute these Terms and Conditions. The acceptance by Gruppo Marcucci of any invoice, purchase order and/or any other written communication sent by you is expressly conditioned on assent by you to the terms set forth in these Terms and Conditions, and any terms contained in any such invoice, purchase order and/or other written communication are not accepted by Gruppo Marcucci, are superseded in their entirety by these Terms and Conditions, and are null, void and of no effect. Notwithstanding the foregoing, certain areas of the Site (and your access to or use of certain services or content) may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and Conditions and terms and either the other terms, conditions and policies referenced in and linked to from these Terms and Conditions or the conditions posted for a specific area of the Site, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Site.
Section Headings. The Section headings in these Terms and Conditions are for reference purposes only and will not affect in any way the meaning or interpretation of these Terms and Conditions.
Compliance with Laws. You agree to comply with all applicable laws, statutes, ordinances, and regulations regarding use of the Site, including, without limitation, those governing country of origin labeling, employment of convict labor, forced labor, indentured labor and/or child labor, working conditions, environmental standards, unfair competition, false advertising, export control and consumer protection.
Severability. Each part of these Terms and Conditions is intended to be severable. In the event that any provision of these Terms and Conditions is found by any court or other authority of competent jurisdiction to be illegal or unenforceable, such provision will be severed or modified to the extent necessary to render it enforceable and as so severed or modified, these Terms and Conditions will continue in full force and effect.
Waiver. No waiver of any provision of these Terms and Conditions, or any rights or obligations of either party under these Terms and Conditions, will be effective, except pursuant to a written instrument signed by the party waiving compliance, and any such waiver will be effective only in the specific instance and for the specific purpose stated in such writing.
Assignment. You may not assign or transfer these Terms and Conditions, by operation of law or otherwise, without the prior express and unambiguous consent of Gruppo Marcucci. Any attempt by you to so assign or transfer these Terms and Conditions will be null and of no effect. Gruppo Marcucci will have the right to assign or transfer these Terms and Conditions, in its sole and absolute discretion, without restriction. Subject to the foregoing, these Terms and Conditions will bind and inure to the benefit of the parties, their successors and permitted assigns.
Relationship/Authority. Nothing contained in these Terms and Conditions will be deemed to create, or be construed as creating, a joint venture or partnership between the parties. Neither you nor Gruppo Marcucci is, by virtue of these Terms and Conditions or otherwise, authorized as an agent or legal representative of the other. Neither you nor Gruppo Marcucci is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf or in the name of the other, or to bind the other in any manner.
No Third Party Beneficiary. Nothing contained in these Terms and Conditions will be deemed to create, or be construed as creating, any third party beneficiary right, in any manner.
Notices. You consent to receive communications electronically from Gruppo Marcucci, and that all agreements, notices, disclosures and other communications that Gruppo Marcucci may send to you electronically will satisfy any legal requirement that such communications be in writing. Any notice which is required of you under these Terms and Conditions will be given in writing and may be sent by personal delivery or by mail (either United States mail, postage prepaid, or a generally recognized overnight carrier), addressed as follows (subject to the right to designate a different address by notice as set forth herein):
Gruppo Marcucci, LLC
125 S Wacker Drive
Chicago Illinois 60601
Such notices will be deemed given when personally delivered, five (5) days after deposit with the United States mail, postage prepaid, or three (3) days after deposit with a nationally recognized overnight courier.
Agreement on Behalf of Entity. If you accept or agree to these Terms and Conditions on behalf of an entity, you represent and warrant to Gruppo Marcucci that you have the authority to bind that entity to these Terms and Conditions and, in such event, “you” and “your” will refer and apply to that entity.
No Custom. It is expressly understood and agreed that, there being no expectation of the contrary between the parties, no usage of trade or custom and practice within the industry, and no regular practice or method of dealing between the parties, no such thing will be used to modify, interpret, supplement or alter in any manner the express terms of these Terms and Conditions.
Attorneys’ Fees. If any action is brought to enforce or interpret the provisions of these Terms and Conditions, the prevailing party will be entitled to be reimbursed by the other party for all costs and expenses incurred, including, without limitation, actual attorneys’ fees and costs.