Terms of Service

TERMS OF SERVICE & END USER LICENSE AGREEMENT

EFFECTIVE: NOVEMBER 15, 2018

Scope of Agreement

THESE TERMS OF SERVICE (THIS "AGREEMENT") SET OUT AND GOVERN YOUR USE OF THE EFFORTLESS ADMIN SOFTWARE AND SERVICE (TOGETHER, THE "SERVICE"). IN ORDER TO USE THE SERVICE, YOU MUST AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT WITH EFFORTLESS ADMIN INC. ("EFFORTLESS"). IF YOU DO NOT AGREE TO ALL TERMS OF THIS AGREEMENT, YOU MAY NOT USE THE SERVICE.

If you sign up for the Service on behalf of a subscribing employer plan sponsor, advisor firm, or other user or licensee of the Service or Software (each a "Client"), you represent that you are duly authorized to represent the Client (including partnerships, associations and other billing entities lacking formal legal status) and accept the terms of this Agreement on behalf of such Client (and on behalf of all of its partners or members on a joint and several basis, if applicable), the terms of the Client’s subscription agreement are incorporated herein and form part of this Agreement by reference, and any references to "you" in this Agreement refer to such Client and all of its employees, directors, officers, members, consultants and agents, as context requires.

Term

1.1 This Agreement will remain in effect until all subscriptions granted in accordance with this Agreement have expired or this Agreement is terminated by you or Effortless (the "Term"). If you use the Service for a free trial period, and do not purchase a subscription before the end of such period, this Agreement will expire at the end of the free trial period.

1.2 Subscriptions purchased by you commence on the start date specified in the Client subscription agreement and continue for the subscription term selected at the time of payment. Subscriptions automatically renew, as described below.

1.3 You are responsible for all activity on the Service that occurs under your account. Each employer plan sponsor Client acknowledges and agrees that Effortless is authorized and directed by Client to provide the Service in accordance with Client’s benefit carrier and provider contracts (each a "Carrier Contract") comprising the Client’s benefit plan from time to time, including without limitation, the payment, remittance, and termination provisions set forth therein.

1.4 You are solely responsible for the proper cancellation of your subscription. Employer plan sponsor Clients must provide notice of termination prior to the end of a calendar month in order to terminate their subscription effective as of the end of the immediately following month, and other users may cancel their subscription at any time by emailing hello@effortlessadmin.com or by calling 1-800-311-MYEA (6932).

1.5 Effortless may terminate this Agreement at any time in the event you materially breach this Agreement and do not cure such breach within 21 days of Effortless providing you with written notice (including notice by email). However, in the case of non-payment (including in the event when your credit card cannot be charged or electronic funds transfer is rejected for non-sufficient funds, or any other reason), Effortless may immediately suspend your access to the Service upon any such non-payment and may terminate this Agreement if such breach is not remedied within 15 days of notice by Effortless to you (provided that the foregoing clause may be amended in the case of an employer plan sponsor Client to be in accordance with the provisions of the relevant Carrier Contracts then governing the Client’s plan). Notwithstanding the foregoing, Effortless may immediately suspend or terminate your access to the Service without liability if it has a good faith belief that you are in violation of Sections 3.2 or 3.3 of this Agreement, at any time with or without notice to you. Effortless may also downgrade, suspend or terminate your access to the Service without liability, after providing you with 21 days’ advance written notice if you fail to affirmatively agree to material modifications of this Agreement pursuant to Section 2.2 below.

Amendment of Service and/or this Agreement

2.1 The Service may be made available in free or paid versions at different levels for different types of users and/or Clients. Not all features and functionality of the Service may be available in each version or level. Effortless reserves the right, in its sole discretion and at any time, to modify, add, discontinue, retire, or remove any aspect, features, portion, and/or functionality of the Service on a temporary or permanent basis, without liability to you or any third party.

2.2 Effortless may modify, add, or remove portions of this Agreement at any time. In the event Effortless determines it is necessary to make a material modification to this Agreement, you will be notified of such change and asked to affirmatively agree to such modified Agreement. Note, however, that your use of the Service after modifications to the Agreement become effective constitutes your binding acceptance of such changes. You may review the most current version of this Agreement at: https://www.effortlessadmin.com/eula/.

2.3 If you are dissatisfied with the terms of this Agreement or any modifications to this Agreement or the Service, you agree that your sole and exclusive remedy is to terminate this Agreement and discontinue any use of the Service.

License, Usage Rights and Restrictions

3.1 During the Term, Effortless grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive right and license to access and use the hosted software products and related documentation included in the Service and all modifications and/or enhancements to any of the foregoing ("Software") via a web browser or other device owned or controlled by you for your internal business (as authorized user of a plan sponsor, advisor, or other licensee) or personal use (as a plan member) to access, view, edit, enter, modify, and use such resources, documents, materials, or information generated by or accessible by way of the Software, including for certainty insurance carrier and third party vendor forms and information, Documentation (defined below), Third-Party Content (defined below), plan design, eligibility information, and your Data (together the "Content", and which term further includes the following if you or your subscribing Client is an advisory firm: plan design summaries, analytics reports, renewal calculations and reporting materials, and carrier quote feedback reports), all as may be displayed, reproduced, or made available by the Software from time to time.

3.2 You may use the Software only to refer to, access, modify and/or view such Content displayed therein from time to time as you are duly authorized by your subscribing Client to access. You are solely responsible for your Data, and all uses of your Data that occur through your account. You agree that Effortless may collect, maintain, process, and use diagnostic, usage, technical and related information, periodically to facilitate the provision of updates, product support, and other services to you related to the Service, and to verify your compliance with this Agreement.

3.3 Effortless reserves all rights not expressly granted to you in this Agreement, and you may not use the Service for any use other than the permitted uses set forth in the preceding section and in your Subscription agreement. Nothing in this Agreement obligates Effortless to deliver or make available any copies of computer programs or code from the Software to you, whether in object code or source code form. You agree to use the Service only in compliance with all applicable local, state, national, and international laws, rules and regulations ("Applicable Law"). You shall not, directly or indirectly, and shall not agree to, and shall not authorize, encourage, assist, direct, or permit any third party to:

1) exploit the Service in any unauthorized way whatsoever;

2) use the Service to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, threatening, abusive, hateful, contains viruses, or is otherwise objectionable as reasonably determined by Effortless in its sole discretion;

3) use the Service for any fraudulent or inappropriate purpose, including without limitation, to transmit any computer viruses, worms, trojan horses or other malware, or by trespass or burdening network capacity;

4) attempt to decipher, decompile, disassemble, delete, alter, or reverse engineer any of the Software;

5) modify, adapt, translate, duplicate, make derivative works of, reproduce or exploit any part of the Service;

6) use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service other than copying or exporting of the Data or Content as contemplated in the Software’s supporting Documentation (defined below); or

7) rent, lease, loan, distribute, or resell the Software; or

8) use the Software in any way in connection with the development of a software platform that competes with the Software or any of its module applications in any way;

9) remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Software or displayed in connection with the Service.

Effortless Support Parameters

4.1 Effortless shall: (i) provide you with basic support in connection with your use of the Service at no additional charge, and with upgraded support if purchased separately, (ii) use commercially reasonable efforts to make the Software available 24 hours a day, 7 days a week, except for: (a) planned downtime (which Effortless shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Friday to 3:00 a.m. Monday Mountain Time), or (b) force majeure (defined below), and (iii) provide the Service only in accordance with Applicable Law.

4.2 Effortless maintains its own current processes and procedures for maintaining the Software and will use commercially reasonable efforts to provide the technical software support required to sustain operational functionality of the Software as set forth in the following table (collectively, the "Tech Support Services"):

Service Description Deliverables included
User Support
Receive, document, and prioritize issue tickets and help clients use the Service.
  • Help desk support
  • Answer queries about applications
  • Receive and document bug reports
  • Collect and document requests for changes
  • Share status of fixes and requests
Problem Correction
Bring an application back to its original functionality before the problem arose. This may include a permanent fix or a temporary work around until a permanent fix is implemented, to be determined by Effortless on a case by case basis.
  • Fix bugs which Effortless determines can be rectified without unreasonable cost or interruption of the Software.
  • Retrieve functionality after abnormal program terminations.
  • Complete root cause analysis.
Application Enhancement
Modify the functionality of existing applications and provide all relevant users with access to such modified functionality as and when determined by Effortless.
  • Notify relevant users of new functionality
  • Apply new functionality
  • Fulfill any regulatory requirements

For certainty, any support services or items not specifically listed in the above table are excluded from the scope of Tech Support Services and may be provided by Effortless in accordance with a separate purchase order or agreement to be negotiated on a case by case basis.

4.3 Tech Support Services will be delivered by way of:

1) Manned telephone and monitored email support, to be available:

a. Between the hours of 9:00 AM MST to 5:00 PM MST,

b. Monday – Friday excluding holidays, and

c. Calls received out of office hours will be forwarded to voicemail and best efforts will be made to respond on the next business day, and emails received outside of office hours will be collected, however no action can be guaranteed until the next business day; and

2) Periodic support occurring outside of the normal support hours, including on-client-site assistance or by screen-share remote video conference assistance, can be arranged 10 business days in advance and may be subject to additional fees.

4.4 Effortless’ provision of Tech Support Services shall be conditional upon you:

1) being in good standing with all of the terms of this Agreement, specifically including the payment terms,

2) making your relevant user representatives available to address and resolve a support request or service related incident,

3) first ensuring the performance issues are not related to your workstation, web browser, or internet connection prior to contacting Effortless support for performance related issues, and

4) reviewing all available help documentation before contacting Effortless support.

4.5 Effortless will use commercially reasonable efforts to notify and inform you for all scheduled maintenance, bug fixing, application enhancement to the Software and the estimated Service response time for Tech Support Services in an effort to not unreasonably interfere with your use of the Service.

Payment Terms

5.1 Your subscription to the Service renews automatically for the same term selected upon initial payment (e.g., month-to-month, annual, etc.) in accordance with your subscription agreement. You may change your subscription term at any time by contacting Effortless using one of the methods set forth in the Contact Information section below.

5.2 You will be charged once a month based on the number of employees Effortless administers under your subscription agreement from time to time, determined in accordance with the applicable: (a) Carrier Contract terms to the extent the cost of the Service is included in the rates set forth therein, and (b) the Effortless’ subscription fee matrix agreed to at the time of your subscription agreement. Effortless may at any time, upon notice of at least 60 days, or a longer period if required by Applicable Law, change the price of your subscription or any part thereof, or institute new charges or fees (provided that in the case that Effortless’ fees form part of Plan premium then any renewal rate increase shall not constitute a change in Effortless’ price charged to the Client unless the proportion of Plan premium that is charged by and allocated to Effortless is increased). Price changes and institution of new charges implemented during your annual subscription period will come into effect for any subsequent annual subscription periods and to all new subscribers after the effective date of the change. If you do not agree to any such price changes, then you must cancel your subscription and stop using the Service prior to the commencement of the renewal subscription period for which the price change applies.

5.3 All fees are exclusive of all taxes or duties imposed by governing authorities. Other than sales taxes and premium tax which Effortless may be required to collect from employer plan sponsor Clients and remit to appropriate taxing authorities, you alone are responsible for payment of all such taxes or duties.

5.4 Annual subscription pricing requires a one-year minimum commitment. If you cancel your subscription, or your subscription is suspended for nonpayment, before the end of the one-year commitment period, you will no longer qualify for annual subscription pricing and you will be charged the difference between the monthly and annual commitment pricing for the number of months your subscription was active.

5.5 If you are paying by electronic funds transfer or by credit card, your account will be charged once a month then Effortless will withdraw the funds owing on your account on the date of each month of the Term that you selected as your payment date (7th, 15th, or 20th) at the time of your subscription, or on the next following business day. Effortless will email you a receipt when your card has been charged. If your card cannot be charged, Effortless will notify you and you will need to update your payment information within 10 days of such notice, and in such instances Effortless reserves the right to suspend and terminate this Agreement in accordance with Section 1.5 for non-payment.

Intellectual Property Rights

6.1 As between the parties, Effortless owns and shall retain all right, title and interest in and to (a) the Software and the Service, including all intellectual property rights, and (b) transactional and performance data related to your use of the Service. Effortless may collect, use and disclose all such transactional and performance data for its business purposes (including software use optimization, data aggregation and statistical modelling and visualization, and product marketing) provided that such use does not reveal your identity, any of your confidential information or any personally identifiable information that belongs to you or your employees.

6.2 You may not alter or remove any copyright notice, trademark designation, or proprietary legend contained in or on the Content.

6.3 Subject to and in accordance with Applicable Law governing personal information and private health information, you retain all right, title and ownership interest in and to your Data. Effortless has no right, title or interest in any personally identifiable information contained in or related to your Data, and agrees to secure, hold, and make such Data available to you in accordance with Applicable Law as per Section 7.1.

6.4 You have no obligation to give Effortless any suggestions, enhancement requests, recommendations, comments or other feedback ("Feedback") relating to the Service. To the extent you provide any Feedback to Effortless, Effortless may use and include any such Feedback to improve the Service or for any other purpose. Accordingly, if you provide Feedback, you agree that Effortless shall own all such Feedback and Effortless and its affiliates, licensees, clients, partners, third-party providers and other authorized entities may freely use, reproduce, license, distribute, and otherwise commercialize the Feedback in the Service or other related technologies, and you hereby assign, irrevocably, exclusively and on a royalty-free basis, all such Feedback to Effortless. You hereby waive any and all claims that you may have now or may hereafter have in any jurisdiction to any moral rights and all rights of "droit moral" in your Feedback, including without limitation the right to the integrity of the Feedback, the right to be associated with the Feedback, the right to restrain or claim damages for any distortion, mutilation or other modification of the Feedback, and the right to restrain the use or reproduction of the Feedback in any context and in connection with any product, service, cause or institution.

6.5 From time to time during the Term, Effortless may develop, author or prepare custom documents, designs, computer programs, computer documentation and other tangible materials ("Deliverables"), in each case pursuant to a statement of work or purchase order executed by you and Effortless. Effortless shall own and retain all right, title and interest in and to such Deliverables and hereby grants to you a limited, non-transferable, non-sublicensable, non-exclusive license for you to use such Deliverables for your internal use during the Term. Effortless may reuse any Deliverables, provided that such use does not reveal your identity or your confidential information.

Personal Information Privacy and Consent

7.1 YOU ACKNOWLEDGE THAT CERTAIN ASPECTS OF THE SERVICE (INCLUDING THE RENEWAL AUDIT APPLICATION, QUOTING TOOL, AND ADVISOR INSIGHT APPLICATIONS, IN THEIR CURRENT FORM TOGETHER WITH THEIR RESPECTIVE FUTURE FUNCTIONALITIES, AND AMONG OTHER APPLCIATIONS THAT MAY BE RELEASED HEREAFTER FROM TIME TO TIME) REQUIRE THAT EFFORTLESS RECEIVE AND VISUALIZE (ON AN AGGREGATED BASIS AND WITHOUT DISCLOSING PERSONALLY IDENTIFIABLE PRIVATE INFORMATION) PROCESSED CLAIMS DATA AND INFORMATION RELATING TO PLAN MEMBER USE OF THEIR GROUP BENEFITS. BY USING THE SERVICE, YOU CONSENT TO, AND HOLD THE CARRIERS SUPPORTING YOUR BENEFIT PLAN HARMLESS IN CONNECTION WITH, THE TRANSMISSION OF SUCH PROCESSED CLAIMS DATA AND INFORMATION TO EFFORTLESS ADMIN, SUBJECT ONLY TO EFFORTLESS USING ITS BEST EFFORTS TO ENSURE CONTINUOUS COMPLIANCE AT ALL TIMES WITH INDUSTRY BEST PRACTICES, THE EFFORTLESS ISMS AND DATA SECURITY PROTOCOLS, AND THE EFFORTLESS PRIVACY POLICY, EACH IN THE FORM AS PUBLISHED OR OTHERWISE MADE AVAILABLE TO YOU ON REQUEST FROM TIME TO TIME.

7.2 Without in any way limiting or otherwise affecting the terms of the preceding section, the Effortless Privacy Policy, or the personal information consent given by you at the time of your registration on the Effortless member application website, or any other time, you hereby confirm and authorize Effortless and/or its agents to collect, use, maintain and disclose personal information for the purposes of determining eligibility for coverage, assessment, assisting in the processing of claims, auditing plan sponsor renewal rates, investigation, assisting in plan underwriting by providing accurate information in quoting employer plans to Carriers, administration and claim management. You further acknowledge and agree that Effortless is authorized to receive your health claims experience personal information from the Carriers supporting your benefit plan from time to time on a strictly confidential and secure basis (as set forth in the preceding Section). As per the preceding Section and the privacy and security measures referenced therein, Effortless covenants that health claims experience personal information shall be kept confidential and that plan member personal information will not be expressly set forth within, or made ascertainable by, the Effortless user interface used by anyone other than the applicable plan member. By using the Service you are confirming that you:

1) Understand you have been asked to permit the disclosure and use of this information and are aware of the risks and benefits of consenting, or refusing to consent, to the disclosure.

2) Agree that this consent shall be effective on the date of your use of the Service and shall be valid for the duration of your use of the Service.

3) Agree that a copy or electronic version of this authorization shall be as valid as the original.

The Effortless Privacy Policy (available at www.effortlessadmin.com/privacy) is incorporated into this Agreement by reference.

Data Security

8.1 Effortless shall maintain commercially reasonable administrative, physical, and technical safeguards for the protection of the Service, and the security of your Data. Effortless shall not (a) disclose your Data except as compelled by Applicable Law or as you expressly authorize in writing, or (b) access your Data except to provide the Service and prevent or address service or technical problems, or at your express request in connection with customer support matters. In the event we are compelled by Applicable Law to disclose your Data, we will provide you with notice thereof, (in advance, if possible) if permitted by Applicable Law. For more information on how Effortless stores, secures, and uses Data, please see the Effortless Information Security Management Systems (ISMS) policy and privacy policy, as published from time to time on Effortless’ public website.

8.2 In the event of a security breach by anyone other than your employee, contractor or agent, upon discovery of such breach, Effortless will: (a) initiate remedial actions that are in compliance with applicable law and consistent with industry standards; and (b) notify you of the security breach, its nature and scope, the remedial actions Effortless will undertake, and the timeline within which Effortless expects to remedy the breach.

8.3 In the event of a security breach by your employee, contractor or agent, you shall have sole responsibility for initiating remedial actions and shall notify Effortless immediately of the breach and steps you will take to remedy the breach.

User Content

9.1 Certain features of the Site available from time to time may enable users to submit, upload, post, share, display, or transmit to other users (each and collectively referred to as "post") user-generated content ("User Content") and interact with others through user comment areas, message boards, direct messages, Effortless’ blog, and similar user-to-user areas, as applicable. User Content also includes any comments or reviews you provide to Effortless about the Service.

9.2 You hereby grant to Effortless an irrevocable, perpetual, non-exclusive, transferable, sublicensable, royalty-free, worldwide right and license to use, reproduce, display, perform, distribute, and prepare derivative works of any User Content you post on or through the Service for any purpose and in all forms and all media, whether now known or that become known in the future, and you waive any and all claims that you may have now or may hereafter have in any jurisdiction to any moral rights and all rights of "droit moral" in your User Content, even if your User Content is altered or changed in a manner not agreeable to you and including without limitation the right to the integrity of the User Content, the right to be associated with the User Content, the right to restrain or claim damages for any distortion, mutilation or other modification of the User Content, and the right to restrain the use or reproduction of the Feedback in any context and in connection with any product, service, cause or institution. If you post User Content, you represent and warrant to Effortless that you own or control all rights in and to such User Content and have the right to grant the rights above to Effortless.

Publicity

10.1 During the Term, Effortless may disclose your name as a customer of Effortless and/or subscriber of the Service, together with any User Content or other comments, Feedback or reviews of Effortless of the Service that you post on or through the Service, if any, and you hereby grant Effortless the right to display your name, logo, and comments or reviews, in Effortless’ marketing materials and on Effortless’s public website, in each case in accordance with any branding guidelines you may provide to Effortless or make publicly available.

Warranties and Limitation of Liability

11.1 Effortless represents, warrants, and covenants as follows: (a) the Service will perform substantially in accordance with the technical requirements documents that are generally provided by Effortless in connection with the Service, including by way of the Service, and specifically including, without limitation, descriptions of the Software functionalities, user instructions, Data requirements for compatibility and proper migration into and integration with the Software, help and tips icons, and other materials relevant to understanding the proper use of the Service ("Documentation"); and (b) any professional services performed for you by Effortless will be performed in a professional and workmanlike manner, with the degree of skill and care that is required by sound professional procedures and practices.

11.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE LIMITED WARRANTY PROVIDED ABOVE, EFFORTLESS HEREBY DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE, SOFTWARE, CONTENT, DOCUMENTATION, DELIVERABLES AND OTHER MATERIALS AND/OR SERVICES, AND MORE SPECIFICALLY BUT WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" AND EFFORTLESS DOES NOT WARRANT THAT OPERATION OF THE SERVICE WILL BE ERROR-FREE, WITHOUT INTERFERENCE OR INTERRUPTION, AND YOU AGREE THAT EFFORTLESS SHALL NOT BE LIABLE TO YOU IN RELATION FROM ANY INTERFERENCE, DEFECT, ERROR OR INTERRUPTION RESULTING FROM ANY CAUSE WHATSOEVER, INCLUDING WITHOUT LIMITATION: (I) ANY DEFECT IN OR FAILURE OF THE SOFTWARE, (II) ANY LOSS OF INTEROPERABILITY BETWEEN THE SOFTWARE AND ANY SUPPORTING SOFTWARE, PLATFORM INTEGRATIONS, OR APPLICATIONS, OR (III), ANY HACKING OF, INTRUSION INTO, OR OTHER ATTACKS ON THE SOFTWARE OR ANY SUPPORTING SOFTWARE, PLATFORM INTEGRATIONS, SUPPORTING APPLICATIONS, OR THE SUPPORTING DATA STRUCTURES OR DATABASES OF THE SOFTWARE, AND YOU ACKNOWLEDGE AND AGREE THAT EFFORTLESS SHALL HAVE NO OBLIGATION TO CORRECT ANY SUCH IDENTIFIED DEFECT OR OTHER ERROR, BUT MAY INSTEAD MODIFY THE SERVICE IN ACCORDANCE WITH ITS RIGHTS TO DO SO UNDER THIS AGREEMENT.

11.3 YOU ACKNOWLEDGE THAT THE CONTENT MAY INCLUDE INACCURARIES OR ERRORS AND YOU AGREE THAT EFFORTLESS IS NOT OBLIGATED TO VERIFY THE ACCURACY OR FITNESS FOR USE OF THE CONTENT (EXPRESSLY INCLUDING SOFTWARE GENERATED CONTENT) AND EFFORTLESS EXPRESSLY DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, IN RELATION TO THE ACCURACY, QUALITY, AND/OR FITNESS FOR A PARTICULAR USE OF ANY OF THE CONTENT. TO THE EXTENT YOU CHOOSE TO USE OR ACCESS CONTENT, YOU DO SO AT YOUR OWN INITIATIVE AND RISK AND ARE RESPONSIBLE FOR COMPLIANCE WITH ANY APPLICABLE LAW. EFFORTLESS RESERVES THE RIGHT TO CHANGE, SUSPEND, REMOVE, OR DISABLE ACCESS TO ANY CONTENT AT ANY TIME WITHOUT NOTICE. IN NO EVENT WILL EFFORTLESS BE LIABLE FOR THE REMOVAL OF OR DISABLING OF ACCESS TO ANY SUCH CONTENT. EFFORTLESS MAY ALSO IMPOSE LIMITS ON THE USE OF OR ACCESS TO CERTAIN CONTENT, IN ANY CASE AND WITHOUT NOTICE OR LIABILITY.

11.4 CERTAIN CONTENT AND PAGES WITHIN THE SOFTWARE MAY DISPLAY, INCLUDE OR MAKE AVAILABLE CONTENT, DATA, INFORMATION, APPLICATIONS OR MATERIALS FROM THIRD PARTIES ("THIRD-PARTY MATERIALS") OR PROVIDE LINKS TO CERTAIN THIRD-PARTY WEB SITES. BY USING THE PROGRAM, YOU ACKNOWLEDGE AND AGREE THAT EFFORTLESS IS NOT RESPONSIBLE FOR EXAMINING OR EVALUATING THE CONTENT, ACCURACY, COMPLETENESS, TIMELINESS, VALIDITY, COPYRIGHT COMPLIANCE, LEGALITY, DECENCY, QUALITY OR ANY OTHER ASPECT OF SUCH THIRD-PARTY MATERIALS OR WEB SITES. EFFORTLESS, ITS OFFICERS, AFFILIATES AND SUBSIDIARIES DO NOT WARRANT OR ENDORSE AND DO NOT ASSUME AND WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON FOR ANY THIRD-PARTY SERVICES, THIRD PARTY MATERIALS OR WEB SITES, OR FOR ANY OTHER MATERIALS, PRODUCTS, OR SERVICES OF THIRD PARTIES. THIRD PARTY MATERIALS AND LINKS TO OTHER WEB SITES ARE PROVIDED SOLELY AS A CONVENIENCE TO YOU. TO THE EXTENT YOU CHOOSE TO USE OR ACCESS SUCH THIRD-PARTY MATERIALS, YOU DO SO AT YOUR OWN INITIATIVE AND RISK AND ARE RESPONSIBLE FOR COMPLIANCE WITH ANY APPLICABLE LAWS. EFFORTLESS RESERVES THE RIGHT TO CHANGE, SUSPEND, REMOVE, OR DISABLE ACCESS TO ANY THIRD-PARTY MATERIALS AT ANY TIME WITHOUT NOTICE. IN NO EVENT WILL EFFORTLESS BE LIABLE FOR THE REMOVAL OF OR DISABLING OF ACCESS TO ANY SUCH THIRD-PARTY MATERIALS. EFFORTLESS MAY ALSO IMPOSE LIMITS ON THE USE OF OR ACCESS TO CERTAIN THIRD-PARTY MATERIALS, IN ANY CASE AND WITHOUT NOTICE OR LIABILITY.

11.5 EXCEPT FOR: (I) EITHER PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, (II) A PARTY’S VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (III) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, OR (IV) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (A) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT, AND (B) THE AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER WITH RESPECT TO THIS AGREEMENT IS LIMITED, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, TO THE FEES COLLECTED BY EFFORTLESS FROM YOU PURSUANT TO THIS AGREEMENT IN THE SIX MONTHS PRECEDING THE EVENT FROM WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATIONS APPLY EVEN IF SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.

Indemnification

12.1 You agree to indemnify, defend and hold harmless Effortless, and its affiliates, officers, agents, and employees from and against any costs, damages, expenses (including legal fees and disbursements on a solicitor and his own client basis), judgments, losses and other liabilities (including amounts paid in settlement) ("Liabilities") incurred as a result of any third-party action, claim, demand, proceeding or suit ("Claim") to the extent arising from or connected with your use of the Software and/or Service in breach of this Agreement.

12.2 Effortless agrees to indemnify, defend and hold harmless you, and your affiliates, officers, agents, and employees from and against any Liabilities incurred as a result of any third-party Claim to the extent arising from or connected with an allegation that your use of the Software and/or Service in accordance with this Agreement infringes the intellectual property rights of that third party. Notwithstanding the foregoing, in no event shall Effortless have any obligations or liability arising from: (a) use of the Software and/or Service in a modified form or in combination with materials or software not furnished by Effortless, and (b) any Feedback, User Content, other content, information or Data provided by you, your end users, or other third parties.

12.3 A party seeking indemnification hereunder shall (a) promptly notify the other party in writing of the Claim, (b) give the indemnifying party sole control of the defense of such Claim and all negotiations for the compromise or settlement thereof (provided that if any settlement requires any action or admission by the indemnified party, then the settlement will require the indemnified party’s prior consent), and (c) provide the indemnified party with all reasonable cooperation, information and assistance in connection with such Claim; provided, however, that failure by the indemnified party to provide prompt notice of a Claim, grant such sole control, and/or provide such cooperation, information and assistance, shall not relieve the indemnifying party of its obligations under this Article, except to the extent that the indemnifying party is materially prejudiced by such failure. The indemnified party may be represented by its own counsel, at its own expense.

General Provisions

13.1 Compliance with Applicable Law. Each party shall comply with all Applicable Law in connection with its own activities in relation to this Agreement, and it is your sole responsibility to monitor your employees’ use and your use of the Service to ensure that such use complies with and is in accordance with Applicable Law. In no event shall Effortless be responsible or liable for your failure to comply with Applicable Law in connection with your use of the Service.

13.2 No Legal Advice Provided. Effortless does not provide its customers with legal advice regarding compliance, data privacy or other relevant Applicable Law, and any statements made by Effortless to you shall not constitute legal advice.

13.3 Gender and Number. In this Agreement, words imparting the singular number include the plural and vice versa, and words imparting the masculine gender include the female and neuter genders and vice versa, as context requires.

13.4 Date of Agreement. Notwithstanding the date of execution of this Agreement, is it hereby agreed that this Agreement shall be effective as of the date of your Subscription Agreement with Effortless.

13.5 Survival. Sections 3.3, 6.4, 9.2, 12.1, 12.3 and 13.7 survive the termination of this Agreement.

13.6 Force Majeure. You acknowledge that Effortless’ ability to perform its obligations under this Agreement may be subject to occurrences completely beyond Effortless’ control, which for certainty includes, without limitation, labor shortages or disputes, strikes, other labor or industrial disturbances, delays in transportation, acts of God, floods, lightning, fire, epidemic, shortages of materials, rationing, utility or communication failures, earthquakes, casualty, war, acts of the public enemy, an act of civil or military authority, explosives, riots, insurrections, embargoes, blockades, actions, restrictions, regulations or orders of any government, agency or subdivision thereof, or failure of suppliers or vendors (each a "force majeure"). This Agreement shall be suspended from the date of a force majeure until it is resolved, and any delays resulting from a force majeure where notice has been provided as required will not constitute default under this Agreement or give rise to any claim for damages. Effortless shall not be liable to you if prevented or delayed in the performance of its obligations under this Agreement by force majeure.

13.7 Equitable Relief. You acknowledge that any breach or threatened breach of this Agreement involving an unauthorized use of the Software in breach of this Agreement and use restrictions imposed herein will result in irreparable harm to Effortless for which damages would not be an adequate remedy, and therefore, in addition to its rights and remedies otherwise available at law, Effortless will be entitled to injunctive or other equitable relief, as appropriate, and you hereby waive the right to require Effortless to post a bond and agree to consent to the granting of such equitable relief, and you further agree that you will not allege in any such proceeding that Effortless’ remedy at law is adequate. If Effortless seeks any equitable remedies, it will not be precluded or prevented from seeking remedies at law, nor will Effortless be deemed to have made an election of remedies.

13.8 Governing Law. This Agreement is governed by the Laws of the Province of Alberta, Canada, and the parties each irrevocably attorn to the exclusive jurisdiction of the Courts of the Province of Alberta in respect of any disputes arising between the parties in connection with this Agreement.

13.9 No Waiver. Effortless shall not be deemed to have waived any of its rights, powers or remedies under this Agreement unless such waiver is expressly set forth in a writing by Effortless. No written waiver of any provision of this Agreement shall be deemed to be, nor shall it constitute, (i) a waiver of any other provision of this Agreement, whether or not similar, or (ii) a continuing or subsequent waiver of the same or another provision of this Agreement in the future.

13.10 Severabiilty. If any Section or provision of this Agreement, or the application of such Section or provision, is held by any court or administrative body of competent jurisdiction to be invalid or otherwise unenforceable, then the remainder of this Agreement shall continue in effect, the application of such invalid or unenforceable section or provision shall be severed from this Agreement, the remainder hereof shall be interpreted so as to reasonably effectuate the intention of the parties, and Effortless may update this Agreement to include a substitute valid and enforceable provision.

13.11 Entire Agreement. This Agreement, together with the instruments expressly incorporated into this Agreement by reference, encompasses the entire agreement between you and Effortless with respect to the subject matter hereof and supersedes all prior representations, agreements and understandings, written or oral. No statement of work, purchase order or other form submitted by you will modify, supersede, add to or in any way vary the terms of this Agreement.

13.12 Assignment. You may not, without the prior written consent of Effortless, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this Agreement, notwithstanding any such assignment, transfer, charge, sub-contract or other dealing being consented to by Effortless. Effortless agrees to notify you of any assignment or transfer of any of its rights or obligations under this Agreement.

13.13 Enurement. This Agreement and all of the provisions hereof shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns.

13.14 No Legal Advice; Reliance. No part of this Agreement is intended or shall be construed as legal advice. Effortless shall not be liable for an errors or omissions in the content of this Agreement or for any actions taken in reliance thereon.

13.15 Modification. This Agreement may only be altered, amended or modified by a written or electronic instrument executed by both parties.

Contact Information

If you have any questions about the Service or this Agreement, you may call us at 1-800-311-MyEA (6932), email us at hello@effortlessadmin.com, or write to us at: Effortless Admin Inc. Attn: Legal, #240, 4936 – 87 Street, Edmonton, Alberta, Canada, T6E 5W3.