Welcome to our website, operated by Sallus Retirement LLC (“Sallus,” “we,” “us”) and located at sallus.com(including any subdomains thereof, the “Site”). These Terms of Use (“Terms”)govern your access to, and use of, all or any part of the Site, as well as any Sallus products and services made available through the Site (including via integrations with other websites), such as the Sallus Plan Design Wizard and Coach’s Corner (collectively, the “Sallus Services”). Please read these Terms carefully before using the Site or the Sallus Services. By accessing, viewing, or using the content, material, or the Sallus Services available on or through the Site ,you certify that you have read, understand, and agree to be legally bound by these Terms, as well as our Privacy Policy, which shall be considered part of these Terms and is incorporated by reference. You further certify that you are 18 years of age or older (or at least the applicable age of majority in your state or territory of residence). You understand and agree that your use of the Site signifies that you fully accept and agree to these Terms. If you do not agree to these Terms, or if you are younger than 18 years of age, you are not granted permission to use the Site or the Sallus Services and must exit immediately.
THESETERMS CONTAIN A WAIVER OF JURY TRIAL PROVISION. BY USING THE SITE OR ANY SALLUSSERVICE, YOU ARE ACCEPTINGTHESE TERMS AND, WHILE YOU MAY STILL PURSUE CLAIMS AGAINST SALLUS, YOU AREAGREEING THAT YOU MUST PURSUE YOUR CLAIMS IN COURTS LOCATED IN PENNSYLVANIAWITH ONLY A JUDGE PRESIDING (AND WITHOUT A JURY). PLEASE READ THESE TERMSCAREFULLY TO UNDERSTAND YOUR RIGHTS AND RESPONSIBILITIES. IF YOU DO NOT AGREE TOSUCH WAIVER OF JURY TRIAL, YOU SHOULD IMMEDIATELY CEASE ALL USE OF THE SITE ANDTHE SALLUS SERVICES.
Sallus may at any time revise these Terms. Your continued use of the Site and the Sallus Services following the changes to these Terms will be considered your consent to those changes. You are bound by any such revision and should therefore periodically visit this page to review the then current terms to which you are bound. If you have any questions concerning these Terms, please contact Sallus at legalnotices@sallus.com.
Sallus is in the business of developing, operating and marketing a technology suite of online tools that facilitate the marketing of benefit plan programs. Sallus has developed a design engine, which may be available on the Site or as a tool on other sites and platforms (“Plan Design Wizard”) that allows users to enter Participating Employer Information and generate certain customized marketing materials and order forms for use in proposals to participating employers.“ Participating Employer Information” may include the participating employer’s entity name, entity type, address, EIN, aggregate payroll amount, number of employees, number of highly-compensated employees, contact information and desired plan features. Sallus has also developed a digital wholesaling and retail support solution, which may be available on the Site or as a tool on other sites and platforms (“Coach’s Corner”) that allows users to utilize a content library, including “Coach Sali” content, for benefit plan education and marketing. The foregoing description sets forth the intended purposes for which you may use these Sallus Services (collectively, the “Purposes”)
1. Access and Use of the Site and the Sallus Services
1.1. Subject to these Terms, Sallus will make the Site and the Sallus Services available to you solely for your access and use in accordance with these Terms and the Purposes (as applicable). You shall be responsible, at your sole expense, for procuring, operating, and maintaining the computer system ,mobile device, hardware, software, and other items necessary or appropriate to enable you to access or use the Site and the Sallus Services.
2. Informational Content on the Site
2.1. The Site contains general information and materials about the Sallus Services. Such information and materials do not constitute offers for the Sallus Services, nor do they constitute product or service documentation, advice, or other instructions on the use of the Sallus Services; nor should you rely upon them as such.
2.2. Occasionally there may be information on the Site that contains typographical errors, inaccuracies, or omissions. Sallus reserves the right, but does not accept the obligation, to correct any errors, inaccuracies or omissions and to make changes or updates if any information on the Site is inaccurate at any time without prior notice.
2.3 Sallus also reserves the right in our sole discretion to change, remove, or delete any or all information from the Site at any time and for any other reason. Sallus may stop offering the Site or any portion thereof, without liability, at any time and for any reason.
3. General Restrictions on Use
3.1. You agree to use the Site and the Sallus Services only as permitted by these Terms, for their intended Purposes (as applicable), and in compliance with all applicable laws and regulations (“Laws”).
3.2. You will not (and will not attempt to): (a) alter or modify the Site or the Sallus Services, or reproduce, adapt, create derivates of, distribute, perform, or display of the Site or the Sallus Services, or any portion thereof, except to the extent expressly permitted under these Terms; (b) sell, rent, lease ,transfer, distribute, broadcast, display, license, sublicense, provide, or otherwise make available or assign to any third party any rights to the Site or the Sallus Services, including making the Site or the Sallus Services available as part of a timeshare or service bureau; (c) reverse engineer, decompile ,disassemble, or otherwise attempt to discern the source code, algorithms, file formats, interface protocols or non-public APIs of the Site, the Sallus Services or their respective components (d) remove or modify any proprietary notice or labels on the Site or Site Content, including author attribution and copyright notices, or use any Sallus trademarks as meta-tags on any other website; (e) use the Site for any non-authorized purpose or any illegal purpose; (f) gain unauthorized access to Sallus’s computer system or engage in any activity that interferes with the performance of, or impairs the functionality or security of the Site, Sallus’s networks and computer systems ,or the Sallus Services, including the submission or introduction of any virus, worm, Trojan horse, or other malicious code; (g) attempt to probe, scan, or test the vulnerability of the Site or the Sallus Services or breach any implemented security, authentication, or rights management measures, regardless of your motives or intent; (h) access the Site or the Sallus Services through any automated means or with any automated features or devices (including use of scripts or web crawlers, data mining, scraping, robots, spiders, or any other data gathering or extraction tools), except to the extent the Site is indexed by general purpose consumer-accessible search engines, such as Google or Bing;(h) use the Site or the Sallus Services to attempt to access or collect any data not intended for you, such as personally information, including any names ,email addresses or other such information for any purpose; (i) use the Site or the Sallus Services to store any content or data that infringes the rights of a third-party, or is otherwise defamatory, libelous, obscene, or illegal; or (j) use the Site or the Sallus Services to develop competing products.
3.3 You acknowledge that Sallus may suspend or limit your access to the Site or any Sallus Services at any time and without notice in the event of any actual or suspected violation of these Terms or applicable Laws, or for any other reason. Without limiting the foregoing, you understand that if the Sallus Services are being provided to you under an agreement between Sallus and your employer, Sallus may cease providing access to the Sallus Services when that agreement is terminated or expires.
4. User Data
4.1 With respect to any information, including Participating Employer Information, you provide through the Site or any Sallus Services (including any personal information, whether your own or someone else’s) (the “User Data”), you represent that you have full right and authority to provide such User Data and have secured all necessary rights and permissions for Sallus, its business partners, and other designees to use, store, process such User Data in connection with the Site, the Sallus Services, or as otherwise permitted under these Terms and the Privacy Policy. You understand that Sallus may use User Data to, among other things: (a) provide the Sallus Services to you, (b) maintain, improve, or enhance any of its existing products and services; (c) develop new products and services, including data products; or (d) any other uses that maybe permitted under applicable Laws. Sallus may also share User Data with third parties and combine it with other data sets in furtherance of these activities. These rights shall survive the termination or expiration of these Terms and may be exercised anywhere in the world. You further represent that all User Data is (i) timely, accurate, complete and up-to-date in all respects; (ii) does not misrepresent you or any other person’s identity; (iii) is not subject to any confidentiality obligations; and(iv) does not violate any third-party rights, including intellectual property or privacy rights. You further represent and agree that you will not include“ sensitive personal information” (as such term is defined and interpreted under applicable Laws) in any User Data you submit to the Site or any Sallus Services. Sallus assumes no obligation whatsoever to review or correct any User Data.
5. Intellectual Property
5.1. As between you and Sallus, Sallus owns the Site and the Sallus Services, including all software, algorithms, information and materials, trademarks, service marks, and other content made available through the Site or the Sallus Services (including the selection, coordination, and arrangement of such content), along with all associated intellectual property rights (the “Sallus IP”). The Sallus IP is protected pursuant to copyright, trademark, and other applicable Laws. You further acknowledge that the Sallus Services and all underlying software, algorithms, and other Sallus IP are the confidential information of Sallus. You agree to protect the confidentiality of such Sallus IP and may only use or disclose such Sallus IP as required to receive the Sallus Services for the intended Purposes (as applicable) and no other purpose. All rights are reserved, and nothing in these Terms is intended to confer any intellectual property rights to you. Without limiting the foregoing ,no copying or distribution of any Sallus IP is permitted except as expressly permitted below:
(a) You may view, download, print a limited number of copies the Site content (“Public Content”) that is available on portions of the Site that do not require authentication to access for your own personal, informational use, provided that (i) you do not modify the Public Content, and (ii) you retain all copyright and propriety notices originally in the Public Content on any copies.
(b) You may copy plans and reports generated by the Sallus Services (“Reports”) and distribute them to your customers and clients in accordance with the Purposes.
6. User Feedback
6.1 Any feedback, comments, ideas, improvements, or suggestions (collectively, “Feedback”) provided by you to Sallus with respect to Site or Sallus Services shall be the sole and exclusive property of Sallus. You agree to assign and hereby do assign to Sallus all worldwide right, title, and interest to such Feedback, including the right to sue for past, present, and future infringements. Sallus shall be free to use, copy, modify, perform, display, publish, or redistribute the Feedback for any purpose and in any way anywhere in the world without credit or compensation to you.
7. Disclaimer
7.1. Sallus expressly disclaims, to the fullest extent permitted by law, any express or implied warranties: (i) that the Site, the Sallus Services, or any Reports, information, content, Public Content, Sallus IP or links provided or displayed on the Site or the Sallus Services, will meet your requirements; (ii) that the Site or the Sallus Services will be uninterrupted ,timely, secure or free from error or that any errors will be corrected; (iii)that defects in the operation or functionality of any software provided to you as part of the Site or the Sallus Services will be corrected; and (iv) that any Reports, information, content, Public Content, Sallus IP or links provided or displayed on the Site or the Sallus Services will be timely, accurate, or complete. No information, whether oral or written, obtained by you from the Site or the Sallus Services shall create any warranty.
7.2. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SITE AND THE SALLUSSERVICES, ARE MADE AVAILABLE “AS IS” AND“WITH ALL FAULTS.” USE OF THE SITE AND THE SALLUS SERVICES ARE ENTIRELY AT YOUROWN RISK. SALLUS AND ITS LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES, ANDDISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WITH RESPECT TO THE SITE AND THE SALLUSSERVICES, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING FROM COURSE OFDEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, INCLUDING THEIMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,QUALITY, TITLE, AND NON-INFRINGEMENT.
7.3. Please be advised that we do not guarantee that any information sent to or from our Site or the Sallus Services will be secure during transmission, nor can we guarantee the confidentiality of any communication or material transmitted to us via the Site, the Sallus Services, or the Internet, including, for example, personal information such as your name or address or any User Data you submit to the Site or any Sallus Services. Sallus reserves the right to interrupt or discontinue any or all of the functionalities of the Site and the Sallus Services. Sallus assumes no responsibility for: (a) any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communication;(b) any problems or technical malfunction of any telephone network or lines, power grids, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on the Site or the Sallus Services, including any injury or damage to you or to any person’s computer related to or resulting from use of the Site or the Sallus Services; and (c) any damage to, or viruses that may infect, your computer equipment or other property on account of your access to or use of the Site or the Sallus Services or your downloading of any Reports ,information, content, Public Content, Sallus IP or other materials, data, text, images, video or audio from the Site or Sallus Services.
7.4 Sallus does not provide any financial, investment, tax or legal advice or make any recommendations with respect to any financial products. For the purposes of the Sallus Services, Sallus is not acting as a fiduciary, and you are solely responsible for independently reviewing Reports to determine if they meet your needs.
8. Links to and Features Provided by Third Parties
8.1. The Site may contain links or references to other websites or feature services of third parties for your convenience. Sallus does not endorse and is not responsible for the content, the accuracy of the information, or quality of products or services provided by or advertised on third party websites or the transactions you conduct or enter into with third parties. Your use of any third-party websites or services is at your own risk, and subject to the terms and conditions and privacy and use policies of such third parties which must be provided to you by such third parties. Sallus encourages you to read the privacy and use policies and terms of use linked or referenced in connection with third party websites.
8.2. Framing of the Site or the Sallus Services by sites or site elements is not permitted. In-line linking or any other manner of incorporating parts of the Site or the Sallus Services on other sites is equally prohibited.
9. Service Access
9.1. While Sallus endeavors to ensure that the Site and the Sallus Services are normally available 24 hours a day, it will not be liable if for any reason it is unavailable at any time or for any period. Access to the Site and the Sallus Services may be suspended temporarily and without notice incase of a system failure, maintenance, or repair or for reasons beyond our control.
10. Limitation of Liability
10.1. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAWS, AND EXCEPT FOR DAMAGECAUSED BY SALLUS’S INTENTIONAL MISCONDUCT, FRAUD OR GROSS NEGLIGENCE, SALLUSAND ITS AFFILIATES, SUBSIDIARIES AND LICENSORS, AND THEIR RESPECTIVE OFFICERS,DIRECTORS, MANAGERS, EMPLOYEES, SERVICE PROVIDERS, VENDORS, CONTRACTORS, UNITHOLDERS,MEMBERS AND AGENTS (COLLECTIVELY, THE “SALLUS PARTIES”), SHALL NOT BE LIABLEFOR ANY LOSS OR DAMAGE,REGARDLESS OF THE FORMOF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, THAT MAY RESULT TO YOU,YOUR COMPANY OR ANY THIRD PARTY (INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL,SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE LOSS OR DAMAGE, AND ANY BUSINESSINTERRUPTION OR LOSS OF INCOME, PROFITS, GOODWILL OR DATA) IN CONNECTION WITH(A) THE USE OF THE SITE OR THE SALLUS SERVICES (INCLUDING ANY REPORTS,INFORMATION, CONTENT, PUBLIC CONTENT, SALLUS IP, OR LINKS PROVIDED OR DISPLAYEDON THE SITE OR THE SALLUS SERVICES) (B) ANY WEBSITES LINKED TO THE SITE OR THEMATERIAL ON SUCH WEBSITES; OR (C) VIRUSES THAT MAY INFECT YOUR COMPUTEREQUIPMENT, NETWORK, SOFTWARE, DATA OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESSTO, USE OF OR BROWSING OF THE SITE OR YOUR USE OF THE SALLUS SERVICES; AND FOREACH OF THE FOREGOING, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT YOU OR WE HADBEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES, AND EVEN IF THEREMEDIES ARE INADEQUATE. UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF THESALLUS PARTIES TO YOU OR ANY OTHER PERSON OR ENTITY EXCEED ONE HUNDRED DOLLARS($100). IF YOU ARE DISSATISFIED WITH THE SITE, THE SALLUS SERVICES OR ANY OFTHESE TERMS, OR BELIEVE WE HAVE BREACHED THESE TERMS, YOUR SOLE REMEDY IS TODISCONTINUE USING THE SITE OR SALLUS SERVICES.
11. Privacy
11.1. Sallus cares about your privacy and the protection of your personal data and other User Data you provide. Read our Privacy Policy.
12. Indemnification and Indemnification Procedures
12.1. You will defend, indemnify and hold harmless the Sallus Parties from and against all judgments, liabilities, losses, settlements, damages, expenses and costs (including reasonable attorneys’ fees and attorneys’ disbursements) (“Damages”) arising out of or resulting from claims, demands, actions, suits, and other proceedings (“Claims”) made in connection with your use of the Site or the Sallus Services (including any Reports, information, content, Public Content, Sallus IP or links provided or displayed on the Site or the Sallus Services), your breach of these Terms, or your gross negligence, fraud or intentional misconduct. Your indemnification obligation will survive the termination or expiration of these Terms and your last use of the Site and the Sallus Services. In the event that a Sallus Party requests indemnification pursuant to this Section, it shall give notice to you promptly after the receipt of any Claim. You shall have sole control of the defense with respect to any such Claim (including settlement of such Claim), except that (i) the Sallus Party may participate in such defense at its own expense, (ii) any settlement of such Claim by you must include an obligation for the third party that brought such Claim to keep the terms of the settlement confidential, and (iii)no settlement that imposes liability or restrictions on, requires any action by, or detrimentally affects the right of any Sallus Party may be entered into by you without the Sallus Party’s prior written consent. If you fail to either defend or settle any Claim, Sallus or the Sallus Party may defend or settle such Claim, and you shall pay to Sallus or the Sallus Party any and all Damages incurred with respect to such Claim. Notwithstanding anything to the contrary in these Terms, you may not settle any Claim contemplated in this Section without the prior written consent of Sallus.
13. Complaint Procedures
13.1. If you believe that any content on this Site violates your intellectual property or other rights, please send to us at legalnotices@sallus.com acomprehensive detailed message setting forth the following information: (a)your name and the name of your company, if any; (b) your contact information, including your e-mail address; (c) the nature and substance of your complaint, the specific rights at issue, and your basis for making the complaint ,including the content or posting that is objectionable; and (d) the following statement: “The statements, representations, and assertions made in this message are true, complete, and accurate and I have the full legal authority to make each and every such statement, representation, and assertion and to make and be granted any demand made in this message.
14. Governing Law; Exclusive Jurisdiction; Waiver of Jury Trial
14.1. These Terms, use of the Site and the Sallus Services, and all claims arising out of or relating to these Terms or use of the Site or the Sallus Services, will be governed by, and interpreted and construed in accordance with, the laws of the State of Delaware without regard to its conflict of laws rules.
14.2. Each of you and Sallus hereby irrevocably submits to the exclusive jurisdiction of the state courts in Chester county, Pennsylvania, and the U.S. District Court for the Eastern District of Pennsylvania in any legal action or proceeding arising out of or relating to these Terms or use of the Site or the Sallus Services.
14.3. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAWS, EACH OF YOU AND SALLUS HEREBYIRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION ORPROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR USE OF THE SITE OR THESALLUS SERVICES.
15. Miscellaneous
15.1. The Site is controlled and operated from within the United States. Without limiting anything else, we make no representation that the Site or the Sallus Services, or any Reports, information, content, Public Content, Sallus IP or links provided or displayed on the Site or the Sallus Services, is appropriate or available for use in other locations, and access to them from territories where they are illegal is prohibited. Those who choose to access the Site or the Sallus Services from outside the United States do so on their own volition and are responsible for compliance with applicable Laws.
15.2. These Terms, including the Privacy Policy, constitute the complete and entire agreement between you and Sallus governing your use of the Site and the Sallus Services and completely replaces and supersedes any and all contemporaneous and prior understandings, agreements, communications, arrangements, undertakings and proposals, whether written or oral, between you and Sallus in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of these Terms. Notwithstanding the foregoing, you understand that Sallus may make changes to these Terms from time to time. Your continued use of the Site following the posting of changes to these Terms will be considered your consent to those changes. When these changes are made, Sallus will make a new copy of these Terms available on the Site. You agree that Sallus is under no obligation to provide you with notices regarding changes to these terms. You understand that it is your responsibility to check the Site regularly for changes to these Terms.
15.3. These Terms will not be construed as creating any employment or agency relationship, partnership, joint venture, fiduciary duty or any other form of legal association between Sallus and you, and neither party will make any representation to the contrary, whether expressly, by implication, appearance or otherwise.
15.4 These Terms may be assigned by Sallus without your prior written consent. Any other attempt to transfer or assign these Terms, or any part of these Terms, will be void.
15.5 The failure of Sallus to exercise or enforce any right or provision of these Terms will not operate as a waiver of any such right or provision. No provision of these Terms will be waived by Sallus except in a writing signed by an authorized representative of Sallus. The section titles in these Terms are for convenience only and have no legal or contractual effect. If any authority of competent jurisdiction determines that any of the provisions contained in these Terms, or any part hereof, are unenforceable, such authority will have the power to modify any such unenforceable provision in lieu of severing such unenforceable provision from these Terms in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to any applicable provision or by making such other modifications as it deems warranted to carry out the present intent and agreement of you and Sallus as embodied in these Terms to the maximum extent permitted by applicable Laws. You and Sallus each expressly agree that these Terms as so modified by the authority will be binding upon and enforceable against each of you and Sallus. In case any one or more of the provisions contained in these Terms is, for any reason, held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect the other provisions of these Terms, and these Terms will remain in full force and effect and be construed as if such invalid, illegal or unenforceable provision had never been contained herein. No person or entity not party to these Terms will be deemed to be a third-party beneficiary of these Terms or any provision hereof. These Terms are intended to bind and inure to the benefit of and been forceable by each party and its respective successors and assigns and is not for the benefit of any third parties. Section headings are for convenience only and may not be used in interpreting these Terms. When used herein, the words “includes” and “including” and their syntactical variations shall be deemed followed by the words “without limitation,” and references to “herein,” “hereunder,” “hereof,” and the like, refer to these Terms.
Last Updated: December 2023
