MercerGOLD+ is no longer optimized for your current browser. For optimal results when using this site, we recommend using Internet Explorer 9 or Firefox 10.0 or above.
MercerGOLD+(TM) SYSTEM SOFTWARE LICENSE IMPORTANT-PLEASE READ CAREFULLY BEFORE USING THE SYSTEM
THE COPYRIGHT, DATABASE RIGHTS AND ANY OTHER INTELLECTUAL PROPERTY RIGHTS IN THE PROGRAMS AND DATA (EXCEPT FOR LICENSEE'S OWN DATA) CONTAINED WITHIN THE MERCERGOLD+ SYSTEM ("MercerGOLD+" or the "Materials"), TOGETHER WITH ANY ITEMS THAT WERE PROVIDED TO YOU AS PART OF THIS PRODUCT, ARE AND REMAIN THE PROPERTY OF MERCER (US) INC. ("MERCER"). YOU ARE LICENSED TO USE THEM ONLY IF YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THE FOLLOWING LICENSE AGREEMENT.
BY PROCEEDING AND ACCESSING MERCERGOLD+, YOU INDICATE YOUR ACCEPTANCE ON BEHALF OF YOUR EMPLOYER OF THE TERMS AND CONDITIONS AS SET OUT IN THIS LICENSE AGREEMENT, AND, ACCORDINGLY, REFERENCES TO "YOU" MEAN REFERENCES TO YOUR EMPLOYER. BY PROCEEDING AND ACCESSING MERCERGOLD+, YOU ALSO AGREE TO PAY THE FEES FOR SUCH ACCESS.
YOU SHOULD THEREFORE READ THE LICENSE AGREEMENT CAREFULLY BEFORE ACCESSING MERCERGOLD+. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, YOU CANNOT ACCESS MERCERGOLD+ AND YOU SHOULD PROMPTLY RETURN TO MERCER ALL MATERIALS PROVIDED TO YOU WHICH ARE PART OF THIS PRODUCT.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN YOU AND MERCER AND IT SUPERSEDES ANY AND ALL PRIOR AGREEMENTS OR REPRESENTATIONS YOU RECEIVED RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, IF YOUR USE OF THESE MATERIALS IS PURSUANT TO ANOTHER LICENSING AGREEMENT SIGNED BY BOTH YOU AND MERCER, SUCH AGREEMENT SUPERSEDES AND SHALL APPLY INSTEAD OF THE FOLLOWING TERMS AND CONDITIONS.
LICENSE
Mercer grants you a limited, non-exclusive license to use MercerGOLD+ on personal computers or a local area network in the normal places of business of your company. Subject to the terms and conditions of this Agreement and your access rights within MercerGOLD+, you may establish user accounts for your Subsidiaries and such license shall extend to your Subsidiaries. For purposes of this Agreement, "Subsidiaries" shall be defined as those entities that you control, and in which you own at least fifty-one percent (51%) of the voting stock. Mercer has the right at any time to receive full and complete reporting from you of these locations and the individuals provided access to the system.
MercerGOLD+ is for your internal use only in the conduct of your own business. You are authorized to use MercerGOLD+ only in connection with the processing of data directly relating to your benefits, compensation, and human resources programs. Under no circumstances shall you use the Materials to provide service bureau, timesharing, or services of any other kind to your clients, customers or any other third parties. THE MATERIALS MAY NOT BE COPIED, MODIFIED, SOLD, OR OTHERWISE PROVIDED, IN WHOLE OR IN PART, TO ANY OTHER PERSON OR ENTITY EXCEPT AS PROVIDED HEREIN WITHOUT MERCER'S WRITTEN PERMISSION.
TERM
This license is effective until terminated by you or Mercer. You may terminate this Agreement at any time by notifying Mercer in writing at least thirty (30) days in advance and returning any Materials in your possession together with all copies in any form. Mercer may terminate this Agreement immediately if you fail to comply with any term or condition of this Agreement, including but not limited to payment of the initial license fee or user fees when due, or, upon thirty (30) days written notice to you, at its sole discretion. You agree upon any such termination to return any Materials in your possession together with all copies in any form. If Mercer terminates this Agreement at its sole discretion, and you are not otherwise in breach of any of the terms and conditions of this Agreement, Mercer will provide a pro-rated refund of the maintenance fee paid by you for the year in which such termination occurs.
TECHNICAL SUPPORT
Throughout the term of the Agreement, Mercer will provide reasonable technical support to your employees. The level of technical support will be at Mercer's sole discretion. Mercer will provide a help desk, which you can reach at
+1 800 866 7474 (toll-free in the US) from Sunday 8:30 pm ET to Friday 8:30 pm ET
to report connectivity issues. Other requests for application support should be sent to mercergold@mercer.com, which will be monitored during normal US business hours. Application support will only be provided to designated company representatives (two per licensee).
DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
MERCER MAKES NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO MERCERGOLD+ OR ANY PART THEREOF, AND DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES OF ANY KIND TO YOU OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, REPRESENTATIONS AND WARRANTIES REGARDING ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND/OR FREEDOM FROM COMPUTER VIRUS. YOU ACCEPT MERCERGOLD+ "AS-IS." MERCER DOES NOT WARRANT THE USE OF MERCERGOLD+ IN ANY SPECIFIC SITUATION OR FOR ANY SPECIFIC APPLICATION NOR DOES MERCER WARRANT THAT THE WEB SITE WILL BE ACCESSIBLE AT ALL TIMES OR THAT IT WILL BE ERROR FREE. MERCER ASSUMES NO RESPONSIBILITY FOR THE EFFECTIVENESS OF ANY ENCRYPTED DATA, NOR WILL MERCER GUARANTEE THAT AN ENCRYPTION ALGORITHM WILL BE INDECIPHERABLE. MERCER MAKES NO CLAIMS OR WARRANTIES REGARDING THE VIABILITY, INTEGRITY OR INVINCIBILITY OF THE ENCRYPTION USED, NOR WILL MERCER ACCEPT RESPONSIBILITY FOR THE SUCCESS OR FAILURE OF THE SERVER TO PROPERLY ENCRYPT DATA. BY USING MERCERGOLD+ AND THE WEB SITE, YOU ASSUME ANY RISKS THAT THE ENCRYPTION MAY BE DECIPHERABLE. MERCER ASSUMES NO RESPONSIBILITY FOR THE CONSEQUENCES OF ANY ERRORS OR OMISSIONS.
EXCEPT IN RESPECT OF PERSONAL INJURY OR DEATH CAUSED DIRECTLY BY MERCER'S NEGLIGENCE, THE LIMIT OF MERCER'S LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY AND ALL CLAIMS CONCERNING PERFORMANCE OR NON-PERFORMANCE BY MERCER OR ITS AGENTS RELATED TO MERCER'S OBLIGATIONS UNDER THIS AGREEMENT SHALL NOT, IN THE AGGREGATE, EXCEED THE GREATER OF THE FEES PAID BY YOU TO MERCER HEREUNDER FOR THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE MONTH IN WHICH THE CLAIM OR CLAIMS ARISE OR $100,000. IN NO EVENT SHALL MERCER BE LIABLE FOR ANY DAMAGES, LOSSES OR EXPENSES, INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES, BASED ON ANY THEORY OF LIABILITY ARISING IN CONNECTION WITH THE USE OR INTERPRETATION OF THE INFORMATION ON MERCERGOLD OR ANY INFORMATION ON A LINKED SITE, THE INABILITY TO USE SUCH INFORMATION, OR ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE, EVEN IF MERCER, OR REPRESENTATIVES THEREOF, ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES.
USE OF THE INTERNET
You should be aware that the Internet is not yet a fully secure medium, and therefore confidentiality cannot be totally guaranteed. Mercer will not be liable for any harm or damage you may experience by sending privileged or confidential information to it over the Internet or by e-mail. The performance of the Internet may fluctuate and will be limited by the bandwidth of your connection to the Internet. Mercer makes no warranties or claims as to the performance of MercerGOLD+ in your computer environment.
INTELLECTUAL PROPERTY RIGHTS
MercerGOLD+, including, without limitation, the information contained in its database, its table structures, queries, and reports, their arrangement, organization, and methods of interactions, the algorithms and other database artifacts, the site's structure, all textual and graphical materials, and all technical information and other content appearing on this site and their modifications and enhancements are confidential and trade secret information that is proprietary to and owned solely by Mercer, together with all related copyrights and trademarks. Mercer retains the exclusive and sole ownership and all related intellectual property rights. You agree to hold all such proprietary and confidential information of Mercer's in strictest confidence. You may not provide any of Mercer's proprietary and confidential information in any form to any person except to your employees, your Subsidiaries' employees, or Authorized Third Parties (as defined herein), or to Mercer's employees who need access to the information to facilitate your licensed use of the Materials. No part of this site may be copied, reproduced, republished, modified, uploaded, posted, framed, transmitted, or distributed in any way, nor may any part be decompiled, reverse engineered, or disassembled. You agree to indemnify Mercer for any and all loss, damage, or liability incurred by Mercer as a result of a breach by you or any of your Subsidiaries or Authorized Third Parties of any or all of the obligations contained in this Section. 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 our products referred to in this site are our trademarks. All other product and company names belong to their respective owners.
YOUR CONFIDENTIAL INFORMATION
Mercer will regard and preserve as confidential the information contained in your database. Mercer will have access to the information contained in your database only for the purpose of providing you with maintenance and technical support. Mercer will not, without first obtaining your written consent, disclose to any third party or use for Mercer's benefit any such information.
LIMITED USE BY AUTHORIZED THIRD PARTIES
Upon written notice to Mercer, you may grant permission to "Authorized Third Parties" to access MercerGOLD+ for the sole purpose of updating or viewing data as authorized by you. For purposes of this Agreement, an "Authorized Third Party" shall mean a party that (i) is providing services to you related to your benefits, compensation, and human resources programs, and (ii) agrees or has agreed in writing to confidentiality/nondisclosure obligations equivalent to those contained in this Agreement. Your notice to Mercer shall include the name of the individual being granted access, the employer of that individual, and the specific countries, divisions and companies to which the individual is being granted access. Under no circumstances shall an Authorized Third Party be provided with a copy or access to any component of the Worldwide Benefit and Employment Guidelines or the integrated Statutory & Typical Practice information nor shall an Authorized Third Party be given rights to establish new user accounts. You agree to indemnify Mercer for any and all loss, damage, or liability incurred by Mercer as a result of a breach by your Authorized Third Parties of any or all of the obligations contained in this Agreement.
EXPORT/IMPORT RESTRICTIONS AND TARIFFS
Access to and use of MercerGOLD+ 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 export laws, restrictions, or regulations. Furthermore, you will comply with any import laws, rules and regulations of the countries and jurisdictions where you or your Subsidiaries access and use MercerGOLD+ or receive copies of any technical information or other materials. You agree to indemnify Mercer and hold Mercer harmless from any fines or other penalties, as well as any tariffs, import or export taxes, levied with respect to MercerGOLD+ by jurisdictions in which you or your Subsidiaries access and use MercerGOLD+, or from which you or your Subsidiaries export MercerGOLD+, or for any violation of the requirement not to provide access to and use of MercerGOLD+ for use in any country prohibited by the United States Export Administration Act or any other export laws, restrictions, or regulations.
DATA PROTECTION
This Agreement is made on the basis that each party is entitled to assume that the other has complied with its obligations arising from the data protection and privacy laws in force from time to time to the extent that those obligations are relevant to this Agreement. To the extent that Mercer processes personal data controlled by you, Mercer confirms that it will act only on your instructions. Mercer also confirms that it has taken appropriate technical and organizational measures against unauthorized or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
U.S. GOVERNMENT RESTRICTED RIGHTS
MercerGOLD+ and documentation are provided with Restricted and Limited Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in DFAR Section 252.227-7013 or FAR Section 52.227-19, as applicable, and additional restrictions set forth in this Agreement. Contractor/Manufacturer of MercerGOLD+ is Mercer (US) Inc., 462 South Fourth Street, Suite 1100, Louisville, Kentucky 40202, USA.
JURISDICTION
Each party hereby irrevocably agrees that this license agreement and any controversy or claim of whatever nature arising out of or relating to it or breach thereof shall be construed, interpreted and governed by the laws of the State of New York in the United States of America, excluding its conflict of law rules, 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. Jurisdictional venue for any proceedings involving this agreement shall be in the United States Federal Courts for the Southern District of New York.
TRANSFER
ACCESS TO MERCERGOLD+ IS LICENSED ONLY TO YOU. YOU MAY NOT RENT, LEASE, SUBLICENSE, SELL, ASSIGN, PLEDGE, TRANSFER OR OTHERWISE DISPOSE OF THE ACCESS TO MERCERGOLD+, ON A TEMPORARY OR PERMANENT BASIS, NOR MAY YOU ASSIGN THIS AGREEMENT TO ANY OTHER PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF MERCER.
ENTIRE AGREEMENT
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN YOU AND MERCER AND IT SUPERSEDES ANY AND ALL PRIOR AGREEMENTS OR REPRESENTATIONS YOU RECEIVED RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, IF YOUR USE OF THESE MATERIALS IS PURSUANT TO ANOTHER LICENSING AGREEMENT SIGNED BY BOTH YOU AND MERCER, SUCH AGREEMENT SUPERSEDES AND SHALL APPLY INSTEAD OF THE FOLLOWING TERMS AND CONDITIONS. INVOICES, PURCHASE ORDERS, PURCHASE ORDER ACKNOWLEDGMENTS AND ANY TERMS AND CONDITIONS SET FORTH ON SUCH DOCUMENTS OR ANY SIMILAR DOCUMENTS SHALL BE FOR THE ISSUING PARTY’S INTERNAL PURPOSES ONLY. THE PARTIES SPECIFICALLY REJECT ANY SUCH TERMS AND CONDITIONS. ANY ADDITIONAL TERMS INCLUDED IN SUCH DOCUMENTS SHALL NOT BE CONSIDERED TO BE VALID OR IN ANY WAY INCORPORATED UNDER THIS AGREEMENT EVEN IF SUCH DOCUMENTS ARE ACKNOWLEDGED OR ACCEPTED BY THE RECEIVING PARTY.
IF AN AFFILIATE OF MERCER HAS SUPPLIED ACCESS TO THE MATERIALS, THE AFFILIATE HAS AUTHORITY TO ENTER INTO THIS AGREEMENT ON MERCER’S BEHALF, AND ALL REFERENCES TO MERCER HEREIN INCLUDE REFERENCES TO SUCH AFFILIATE.
OTHER
A. 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.
B. Modification and Waiver. Mercer reserves the right to amend this Agreement as necessary from time to time. Any other modification or waiver of the provisions of this Agreement and the Order shall be effective only if made in writing and signed by both parties. The failure by a party to insist upon strict performance of any provisions of this Agreement shall not be construed as a waiver of such party’s rights arising out of any subsequent default of the same or similar nature. Any use of pre-printed, standard or posted term forms, including without limitation purchase orders, shrink-wrap agreements, click-wrap agreements, acknowledgements or invoices provided by the Client or the User, are for administrative and convenience use only and any terms and conditions stated therein shall not have the ability, unless expressly agreed between the parties, to modify or override the terms contained in this Agreement.
C. Consent to Disclose. You agree that Mercer is entitled to disclose information relating to this Agreement or you to regulators having jurisdiction over its business. You also agree that, notwithstanding any other provision in this Agreement, Mercer may include the identities of those persons who are identified by you as contacts persons for you and information about the terms of this Agreement in their internal client management, financial and conflict checking database.
D. Survival. The following provisions will survive any expiration, termination or rescission of this Agreement: DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY, INTELLECTUAL PROPERTY RIGHTS, JURISDICTION, WAIVER OF JURY TRIAL, TRANSFER, ENTIRE AGREEMENT, AND OTHER.
E. Third Party Beneficiaries. Neither this Agreement nor access and use of the information on the Materials or the provision of the Services is intended to confer any right or benefit on any third party.
F. Marketing. Any public statement, marketing material, press releases or the like that contain the whole or any part of the Services shall only be (a) disclosed with the prior written consent of Mercer; and (b) accompanied by an acknowledgement that any such data, information or figures are supplied by Mercer. Either party may use the other party's name and logo in its publicity, provided that any reference to the other party beyond its name or logo will be subject to prior approval of the party whose name and logo is being used.
G. Notices. Any notice which is to be given by one party to the other under the Agreement or the Order will be given in writing (other than email). It will be effective if delivered to the address of the other party set out in the Order or any other address specified subsequently. A notice will be effective 48 hours after delivery. Either party may change its address for service by giving notice to the other party in accordance with this subsection.
Should you have questions regarding this Agreement, you may contact Mercer by writing to MercerGOLD@mercer.com.
Mercer Cookie Notice
Effective Date: October 20, 2021
We use cookies and related tracking technologies, including web beacons, tracking pixels and log files (collectively referred to as “cookies”) on this website to distinguish you from other users, assess and improve functionality of the website and our services, and provide you with a good experience.
WHAT IS A COOKIE
Cookies are pieces of information shared between your web browser and a website. Some cookies are necessary for making the website work. Some help us assess and improve its performance. We also use cookies to help provide relevant content, products and services to you. A cookie cannot read data from your computer's hard drive.
There are different kinds of cookies with different functions:
(i) Session cookies: these cookies are only stored on your computer during your web session. They are automatically deleted when the browser is closed. They usually store an anonymous session ID allowing you to browse a website without having to log in to each page. They do not collect any information from your computer.
(ii) Persistent cookies: these cookies are stored as a file on your computer and remain there when you close your web browser. They can be read by the website that created them when you visit the website again.
(iii) First-party cookies: these cookies are created by our company. They are stored and sent between our servers and your computer’s hard drive. These cookies may be either Session or Persistent cookies.
(iv) Third-party cookies: these cookies are created by one of our third-party partners. They are stored and sent between the third-party’s server and your computer’s hard drive. These cookies are usually Persistent cookies.
HOW AND WHY WE USE COOKIES
Depending on the website, we may use cookies for the following purposes:
Where Strictly Necessary
These cookies are essential in order to enable you to move around the website and use its features, such as accessing secure areas of the website. Without these cookies, services you have asked for, such as obtaining a quote or logging into your account, cannot be provided. These cookies do not gather information about you that could be used for marketing or remembering where you have been on the internet.
Functionality
These cookies allow our website to remember choices you make (such as your username, language or the region you are in) and provide enhanced features. For instance, a website may be able to remember your log in details, so that you do not have to repeatedly sign-in to your account when using a particular device to access our website. These cookies can also be used to remember changes you have made to text size, font and other parts of web pages that you can customize. They may also be used to provide services you have requested such as viewing a video or commenting on an article. The information these cookies collect is usually de-identified. They do not gather any information about you that could be used for advertising or remember where you have been on the internet.
Analytics
These cookies collect information about how visitors use a website, for instance which pages visitors go to most often, and if they get error messages from web pages. They also allow us to record and count the number of visitors to the website, all of which enables us to see how visitors use the website in order to improve the way that our website works.
Advertising
These cookies are used for the purpose of displaying advertisements that will be relevant to you and for managing the performance of advertisements. Advertising cookies are generally third-party cookies and may be present even if there is no advertising in use on the website.
IP Addresses
When you visit our website, we may collect your Internet Protocol (“IP”) addresses to track and aggregate non-Personal Information. For example, we may use IP addresses to monitor the regions from which users navigate the website.
HOW TO MANAGE COOKIES
Please click the "Manage Cookies" link at the bottom of the page to opt in or out of certain cookies using our Cookie Consent Manager. Note that it is not possible to opt out of Strictly Necessary Cookies, so websites that only use such cookies may not provide this link.
You can also disable certain cookies via browser settings- Apple Safari (as described here), Google Chrome (as described here), Internet Explorer (as described here) and Mozilla Firefox (as described here).
COOKIE NOTICE DOES NOT COVER THIRD PARTY WEBSITES
When we include links to other websites, please bear in mind they will have their own privacy and cookie policies that will govern the use of any information you submit. We recommend you read their policies as we are not responsible or liable for their privacy practices
CHANGES TO THE COOKIE NOTICE
We may update this notice occasionally and we encourage you to review the policy from time to time to stay informed of how we are using cookies. We post the effective date of the policy at the top of the page.
DESCRIPTION OF COOKIES USED
Please click on the "Manage Cookies" link in the footer of the website to find details about the individual cookies used on the website. This link may not be available if we only use Strictly Necessary Cookies on the website.
CONTACT US
If you have any questions about this Cookie Notice, please contact us as indicated in our Privacy Notice linked below.