Agreement between user and www.dinsmoresteele.com

Welcome to www.dinsmoresteele.com. The www.dinsmoresteele.com website (the "Site") is comprised of various web pages operated by Dinsmore Steele, LLC ("Dinsmore Steele"). www.dinsmoresteele.com is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the "Terms"). Your use of www.dinsmoresteele.com constitutes your agreement to all such Terms. Please read these terms carefully, and keep a copy of them for your reference. www.dinsmoresteele.com is a News and Information Site

Dinsmore Steele helps small and medium-size businesses shop, price, and compare solutions for payroll, employee benefits, workers' compensation insurance, dental insurance, vision insurance, and various business-related insurances and human resource-related service and support solutions.

Privacy

Your use of www.dinsmoresteele.com is subject to Dinsmore Steele's Privacy Policy. It also governs the Site and informs users of our data collection practices.

Electronic Communications

Visiting www.dinsmoresteele.com or sending emails to Dinsmore Steele constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically, via email, and on the Site, satisfy any legal requirement that such communications be in writing.

Dinsmore Steele does not knowingly collect, either online or offline, personal information from persons under the age of thirteen. If you are under 18, you may use www.dinsmoresteele.com only with the permission of a parent or guardian.

Links to third party sites/Third-party services

www.dinsmoresteele.com may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of Dinsmore Steele and Dinsmore Steele is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Dinsmore Steele is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Dinsmore Steele of the site or any association with its operators.

Certain services made available via www.dinsmoresteele.com are delivered by third-party sites and organizations. By using any product, service or functionality originating from the www.dinsmoresteele.com domain, you hereby acknowledge and consent that Dinsmore Steele may share such information and data with any third party with whom Dinsmore Steele has a contractual relationship to provide the requested product, service or functionality on behalf of www.dinsmoresteele.com users and customers.

No unlawful or prohibited use/Intellectual Property

You are granted a non-exclusive, non-transferable, revocable license to access and use www.dinsmoresteele.com strictly in accordance with these terms of use. As a condition of your use of the Site, you warrant to Dinsmore Steele that you will not use the Site for any purpose that is unlawful or prohibited by these Terms. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.

All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of Dinsmore Steele or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.

You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site. Dinsmore Steele content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular, you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use and will make no other use of the content without the express written permission of Dinsmore Steele and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of Dinsmore Steele or our licensors except as expressly authorized by these Terms.

International Users

The Service is controlled, operated, and administered by Dinsmore Steele from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the Dinsmore Steele Content accessed through www.dinsmoresteele.com in any country or in any manner prohibited by any applicable laws, restrictions, or regulations.

Indemnification

You agree to indemnify, defend and hold harmless Dinsmore Steele LLC, its officers, directors, employees, agents, and third parties, for any losses, costs, liabilities, and expenses (including reasonable attorneys' fees) relating to or arising out of your use of or inability to use the Site or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. Dinsmore Steele reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Dinsmore Steele in asserting any available defenses.

Website Release

Dinsmore/Steele specializes in connecting its clients with vendors who provide a wide variety of services such as, but not limited to, Professional Employment Organizations (PEO), Human Resources Organizations (HRO), Administrative Service Organizations (ASO), payroll and insurance solutions, and more; and the Prospect/Client specifically authorizes Dinsmore/Steele to act as an intermediary to obtain proposals from vendors who are able to provide the services sought by the Prospect/Client;

Services – Dinsmore/Steele agrees to obtain proposals from third-party vendors who can perform the services sought by the Prospect/Client. The Prospect/Client reserves the option to enter into a contract with a vendor introduced by Dinsmore/Steele. The Prospect/Client is under no obligation to enter into a contract with a vendor introduced by Dinsmore/Steele.

Relationship of the Parties – The Parties understand and agree that Dinsmore/Steele serves as an independent contractor. Dinsmore/Steele is not an agent or employee of any third-party vendor that it solicits proposals from on behalf of the Prospect/Client. Dinsmore/Steele is not acting in any fiduciary capacity to the Prospect/Client. Dinsmore/Steele is not an advocate for the interests of the Prospect/Client or any third-party vendor.

Due Diligence – Dinsmore/Steele routinely performs standard financial and legal background checks on the vendors that it solicits proposals from. Dinsmore/Steele however, does not vouch, recommend, or endorse these vendors. The Prospect/Client is ultimately responsible for performing its own due diligence with regard to a vendor prior to entering into a contract with the said vendor. 

Indemnification – The Prospect/Client hereby waives, forever releases, discharges, acquits, and covenants to hold harmless and give up any monetary claims and rights against Dinsmore/Steele, its officers, agents, employees, successors and assigns, for any claim it may have premised upon an action, omission, breach, or tort committed by a third-party vendor. To the fullest extent permitted by law, the Prospect/Client agrees to defend (including attorney’s fees), pay on behalf of, indemnify, and hold harmless the Dinsmore/Steele, its officers, agents, employees, successors and assigns, against any and all claims, demands, suits or loss, including all costs connected therewith, and for any damages which may be asserted, claimed or recovered against or from the Broker, its officers, agents, employees, successors and assigns, which arise from any action, omission, breach, or tort committed.

Payment – The Prospect/Client will at no time owe any compensation to the Broker for the services performed under this Agreement and Release. If the Client enters into a contract with a third-party vendor introduced by Dinsmore/Steele, Dinsmore/Steele will receive compensation solely from the third-party vendor.

Choice of Law – This Agreement and Release shall be governed by the laws of New York and adjudicated in New York courts.

By using Dinsmore/Steele's web-based Request for Proposal (RFP) you agree to the terms set forth. If this is made by a corporation, its proper corporate officers’ sign and its corporate seal are electronically affixed. This Agreement and Release may be executed in identical counterparts, each of which shall constitute an original and all of which shall constitute one and the same Agreement and Release.

Liability disclaimer

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. DINSMORE STEELE, LLC AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME.

DINSMORE STEELE, LLC AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. DINSMORE STEELE, LLC AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DINSMORE STEELE, LLC AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF DINSMORE STEELE, LLC OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

Termination/access restriction

Dinsmore Steele reserves the right, in its sole discretion, to terminate your access to the Site and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the State of New York and you hereby consent to the exclusive jurisdiction and venue of courts in New York in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Dinsmore Steele as a result of this agreement or use of the Site. Dinsmore Steele's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Dinsmore Steele's right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Dinsmore Steele with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Dinsmore Steele with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between the user and Dinsmore Steele with respect to the Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.

Changes to Terms

Dinsmore Steele reserves the right, in its sole discretion, to change the Terms under which http://www.dinsmoresteele.com is offered. The most current version of the Terms will supersede all previous versions. Dinsmore Steele encourages you to periodically review the Terms to stay informed of our updates.

Contact Us

Dinsmore Steele welcomes your questions or comments regarding the Terms.

Dinsmore Steele, LLC

Effective as of July 01, 2010