1. Agreement and Acceptance
Welcome to www.dinsmoresteele.com, operated by Dinsmore Steele, LLC (“Dinsmore Steele,” “we,” “us,” or “our”). By accessing or using this website or any of our services, you agree to be bound by these Terms of Service (“Terms”). If you do not agree to these Terms, please discontinue use of this site immediately.
Dinsmore Steele helps small and medium-size businesses shop, compare, and connect with vendors for payroll processing, employee benefits administration, workers’ compensation insurance, health insurance, dental and vision insurance, Professional Employer Organization (PEO) services, Human Resources Outsourcing (HRO), and related human resource solutions.
2. Eligibility and Age Restrictions
By using this site, you represent and warrant that:
- You are at least 18 years of age;
- You have the legal authority to enter into this agreement on behalf of yourself or your organization;
- Your use of the site complies with all applicable laws and regulations.
We do not knowingly collect personal information from individuals under the age of 13. If we become aware that a child under 13 has provided personal information, we will delete it promptly.
3. Description of Services
Dinsmore Steele acts as an independent intermediary that connects businesses (Prospects or Clients) with third-party service providers (Vendors). Our services include:
- Obtaining proposals from Vendors on your behalf;
- Facilitating comparison of PEO, HRO, ASO, payroll, benefits, and insurance solutions;
- Providing general information and educational content about HR and benefits topics.
You are under no obligation to enter into a contract with any Vendor introduced by Dinsmore Steele. Dinsmore Steele is not a party to any agreement between you and a Vendor.
4. Relationship of the Parties
Dinsmore Steele operates solely as an independent contractor. We are not an agent, employee, partner, or fiduciary of you or any Vendor. We do not advocate for the interests of any party. We are not an insurance company, payroll processor, or benefits administrator.
Dinsmore Steele is compensated solely by Vendors if and when you elect to enter into a contract with a Vendor we introduce. You will never owe Dinsmore Steele any fees or compensation for our intermediary services.
5. Sensitive Data and HIPAA Acknowledgment
In the course of facilitating HR and benefits solutions, Dinsmore Steele may receive, transmit, or facilitate access to sensitive personal and business information, which may include:
- Employee personally identifiable information (PII) including names, addresses, and Social Security numbers;
- Financial information including payroll data, banking details, and compensation records;
- Health and benefits enrollment information that may constitute Protected Health Information (PHI) under the Health Insurance Portability and Accountability Act (HIPAA).
To the extent Dinsmore Steele acts as a Business Associate under HIPAA, we will comply with applicable HIPAA obligations and enter into a Business Associate Agreement (BAA) where required. You are responsible for ensuring that any Vendor you engage is also appropriately HIPAA-compliant.
6. Due Diligence and Vendor Disclaimer
Dinsmore Steele performs standard background checks on Vendors. However, we do not vouch for, recommend, or endorse any Vendor. You are solely responsible for conducting your own due diligence before entering into a contract with any Vendor, including verifying the Vendor’s:
- Licensing and regulatory compliance;
- Financial stability;
- Data security practices and certifications;
- HIPAA and applicable privacy law compliance.
7. Electronic Communications
By using this site or submitting a Request for Proposal (RFP), you consent to receive electronic communications from Dinsmore Steele and, where applicable, from Vendors we engage on your behalf. You agree that electronic agreements, notices, and disclosures satisfy any applicable legal writing requirement.
8. Intellectual Property
All content on www.dinsmoresteele.com, including text, graphics, logos, images, software, and compilations thereof, is the property of Dinsmore Steele or its licensors and is protected by United States and international copyright, trademark, and other intellectual property laws.
You are granted a limited, non-exclusive, non-transferable, revocable license to access and use this site for your internal business purposes. You may not reproduce, modify, distribute, sell, or create derivative works from any site content without our express written permission.
9. Prohibited Uses
You agree not to use this site to:
- Violate any applicable law or regulation;
- Submit false, misleading, or fraudulent information;
- Interfere with or disrupt the site’s infrastructure or security;
- Attempt to gain unauthorized access to any system or data;
- Transmit malware, viruses, or other harmful code;
- Harvest or scrape data from the site without authorization.
10. Third-Party Links and Services
This site may contain links to third-party websites. These links are provided for convenience only and do not constitute an endorsement. Dinsmore Steele is not responsible for the content, privacy practices, or accuracy of any third-party site.
11. Indemnification
You agree to indemnify, defend, and hold harmless Dinsmore Steele, LLC, its officers, directors, employees, agents, successors, and assigns from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
- Your use of or inability to use the site or services;
- Your violation of these Terms;
- Your violation of any rights of a third party;
- Any act, omission, breach, or tort committed by a Vendor you engaged through Dinsmore Steele.
Dinsmore Steele specifically disclaims liability for the acts or omissions of any Vendor. The Client waives and releases any claims against Dinsmore Steele arising from a Vendor’s conduct.
12. Disclaimer of Warranties
THE SITE AND ALL CONTENT, SERVICES, AND INFORMATION ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. DINSMORE STEELE DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
13. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DINSMORE STEELE, LLC OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SITE, EVEN IF DINSMORE STEELE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
14. Data Breach Notification
In the event of a security breach involving your personal or business information, Dinsmore Steele will notify affected individuals or entities in accordance with applicable state and federal data breach notification laws, including those of New York, California, and other applicable jurisdictions. Notification will be made without unreasonable delay, and in no event later than required by law.
15. Governing Law and Dispute Resolution
These Terms are governed by the laws of the State of New York, without regard to its conflict of law provisions. Any disputes arising under or relating to these Terms shall be resolved exclusively in the state or federal courts located in New York. You hereby consent to personal jurisdiction in such courts.
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
16. Changes to These Terms
Dinsmore Steele reserves the right to update or modify these Terms at any time. We will post the updated Terms on this page with a new effective date. Your continued use of the site following any changes constitutes your acceptance of the revised Terms. We encourage you to review this page periodically.
17. Termination
Dinsmore Steele reserves the right to suspend or terminate your access to the site at any time, without notice, for any reason including violation of these Terms.
18. Contact Us
If you have questions about these Terms, please contact us at:
Dinsmore Steele, LLC
Email: info@dinsmoresteele.com
www.dinsmoresteele.com
