This Service Agreement (the “Agreement”) is made between you as a “Customer/User” of the system/computer application and Discover Claims, LLC as the Vendor.
WHEREAS, Vendor is in the business of supplying software and computer applications to facilitate interactions and information transfer between Users on a website and related services;
WHEREAS, Customer desires the use of software/computer applications products and services; and
WHEREAS, interacting parties desire to enter into this Agreement defining their respective rights and responsibilities and memorializing the terms and conditions pursuant to which Vendor will provide to Customer the Services for fees or in exchange for exposure to advertising.
NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, the parties intending to be legally bound hereby agree as follows:
Definitions
“SAS” is an acronym for “Software as a Service” and means the combined services provided in this Agreement.
“SAS Materials” shall mean the written materials relating to the operation and use of the Vendor Software including, but not limited to, user manuals, user guides, technical manuals, release notes, and online help files regarding use of the Vendor Software/computer based application provided as part of the Service, and any other materials prepared in connection with any Vendor Software modification, correction, or enhancement, and shall include any updated versions of SAS Materials as may be provided by Vendor from time to time (1) in the course of providing the Service; (2) as part of online tutorials or help files provided with the Service; or (3) in the course of providing web seminars in which Customer or Customer’s Users enroll; or (4) in other miscellaneous situations.
“Vendor Software” means Vendor proprietary software/computer applications and user interfaces included in this service or within any other software interactions with Discover Claims LLC. Vendor Software may contain third-party components licensed to Vendor.
"Customer Data" means all data, files, including hypertext markup language files, documents, audio and visual information, graphics, scripts, programs, applets or servlets that Customer creates, installs, uploads to or transfers in or through the service or provided in the course of using the Service.
“Electronic Communications” shall mean any transfer of signs, signals, text, images, sounds, data or intelligence of any nature transmitted in whole or part electronically to or from the Service or through electronic devices that interact with the service.
“Product Support Services” shall mean the support provided by Vendor to remediate, correct, or abate errors in the Vendor Software that is provided as part of the Service. Support for customer specific configurations and customization’s (if any) are handled by Application Support Services as provided by Discover Claims, LLC where applicable.
"Purchase Order Form(s), Sales Receipt" refers to a Customer document, in either electronic or written form, issued to Vendor to confirm Customer’s purchase of aspects of the Service. In most cases customers will access the system through personal accounts and create reimbursable claims. A transaction receipt may be created after the payment and submission of a claim. Any system generated transaction receipt will be considered a Purchase Order as it relate to this agreement. The parties acknowledge and agree that the terms and conditions of any such Purchase Order form shall not in any way modify, amend, or supersede the terms and conditions of this Agreement.
“Service” shall mean the software and infrastructure in a hosted environment provided and maintained by Vendor to which Customer is being granted access under this Agreement via a website or another designated IP address. Service or Services includes Product Support Services and Application Support Services described in this Agreement. Any service provided by the Vendor through its software or web-based applications includes customer service or agents of the company accepting customer written data and transmitting the data into electronic formatting to be inputted into a computer application/software.
“Term” means any Initial Term and/or Renewal Term. Any term stated in this agreement is subject to Section 6 (Suspension/Termination) of this Agreement.
“Third Party Products” means application software products provided by third party vendors, including operating system and application software with which the Vendor Software interfaces and which provides certain functionality essential to the operation of the Vendor Software/computer applications. Third Party Products are licensed to Vendor for incorporation and use in the hosted environment as part of the Service.
"User(s)" means the Customer, Customer’s employees, family, friends, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by Customer or on Customer’s behalf.
“Unauthorized Users” means an individual, group, artificial intelligence, computer program or any other entity that has the capability to access the system without being bound to this agreement. Any person, entity, artificial intelligence, computer program that access the system by using another Users account will be considered an unauthorized user. Any access of the system not authorized by the company, will be deemed unauthorized. Any use of the system by an individual, group, or any entity in a manner deemed unacceptable by the Vendor will also constitute the classification of an Unauthorized User. Any use of the system by an Unauthorized User is not allowed and may lead to termination of an account as outlined in Section 6 (Suspension/Termination). Any use of the System by authorized or unauthorized users that leads to damages incurred by the Vendor will be the sole responsibility of the authorized or unauthorized user. Vendor may seek monetary damages related to any unauthorized users uses of the system.
In consideration of the fees paid by Customer or exposure to advertising under this Agreement, Vendor agrees to provide Customer access to the Service during the legal life of the business as a Going Concern. In the event of business closure, the Vendor may not provide access to the service and shall have no obligation to maintain customers access to the service. Customers will be provided access to specific components of the Service at the Vendors sole discretion.
Subject to the terms and conditions of this Agreement, Vendor grants to Customer during the Term of this Agreement the nontransferable, nonexclusive right to permit Users to (a) use the Service, including the base components thereof, (b) inputting data into the system for use in gathering information, and (c) displaying and printing Customer Data. Customer acknowledges and agrees that the license granted, for the software, is not a concurrent user license and that the rights granted to Customer in this Agreement are subject to all of the following agreements and restrictions: (i) the maximum number of Users that Customer authorizes to access the Service shall not exceed the number set by the Vendor; (ii) Customer shall not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose or otherwise commercially exploit or make the Service available to any third party; (iii) Customer shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Service; (iv) Customer shall not create Internet "links" to the Service or "frame" or "mirror" any part of the Service on any other server or device; (x) unauthorized use, resale or commercial exploitation of any part of the Service in any way is expressly prohibited; (xi) access to the service for any uses that could be construed as patent trolling is prohibited; (xii) Customer does not acquire any rights in the Service, express or implied, other than those expressly granted in this Agreement.
Subject to the terms and conditions of this Agreement, Customer grants to Vendor and its authorized Third Party Vendors the non-exclusive, nontransferable worldwide right to copy, store, record, transmit, display, view, print or otherwise use (a) Customer Data to the extent necessary to provide services to Customer, and (b) any trademarks that Customer provides Vendor for the purpose of including them in Customer’s user interface of the Service. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Customer Data.
Customer acknowledges and agrees that the Service and any necessary software used in connection with the Service contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Vendor reserves the right to subcontract any or all services provided hereunder to third parties.
Customer further agrees that any new features that augment or enhance the Service, and/or any new service subsequently used or purchased by Customer will be subject to this Agreement.
In order to use the Service, Customer must have or must obtain access to the World Wide Web, either directly or through devices that access Web-based Content. Customer must also provide all equipment necessary to make (and maintain) such connection to the World Wide Web.
Customer agrees to provide Vendor with Customer’s e-mail address(es), and to accept emails (or other Electronic Communications) from Vendor at the e-mail address Customer specifies.
Customer acknowledges and agrees that Customer is prohibited from sharing passwords and or user names with “unauthorized users”. Customer will be responsible for the confidentiality and use of Customer’s (including its employees’) passwords and user names.
Customer agrees to comply with all applicable local, state, national and foreign laws, treaties, regulations and conventions in connection with its use of the Service, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data.
Customer understands that the technical processing and transmission of Customer’s Electronic Communications is fundamentally necessary to Customer’s use of the Service. Customer expressly consents to Vendor’s interception and storage of Electronic Communications and/or Customer Data.
Vendor will make reasonable efforts to promote Customer’s successful utilization of the Service at the sole discretion of the Vendor.
Each party may have access to information that is confidential to the other party (“Confidential Information”). The parties agree to use commercially reasonable efforts not to make each other’s Confidential Information available in any form to any third party.
Vendor reserves the right to suspend Customer’s access and/or use of the Service for any account for any reason. Customer agrees that Vendor shall not be liable to Customer, or to any third party, for any suspension of the Service.
Customer agrees that Vendor may suspend Customer’s access to the Service if Vendor reasonably concludes that Customer’s use of the Service is causing immediate and ongoing harm to Vendor or others.
Vendor may terminate this Agreement upon thirty (30) days’ written notice to the other party in the event of a breach of any material obligation under this Agreement, provided that the alleged breach is not cured during the thirty (30) day notice period.
Customer acknowledges and agrees that following termination of this Agreement, Vendor may immediately deactivate Customer’s account. Vendor may store, remove or overwrite all applicable content from Vendor’s systems following the effective date of termination or cancellation.
If the Vendor has classified a use of the system as an “Unauthorized Use” the Vendor shall have no liability to the Customer/User for inputted, transferred data or access to the system.
Vendor reserves the right at any time and from time to time to modify, temporarily or permanently, the Service (or any part thereof). Customer agrees that Vendor will not be liable to Customer or any third party for any modification or discontinuance of the Service in part or entirely.
Vendor reserves the right to change pricing of any aspect of the Service at any time. Pricing changes will not be retro-active. However, the Vendor shall have the right to change pricing to correct billing errors.
In order to perform maintenance, including infrastructure and application upgrades, there will be periodic down time. Vendor is not responsible or liable for any loss or damage resulting from Service down time.
VENDOR DOES NOT REPRESENT THAT CUSTOMER’S USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR FREE, OR THAT THE SERVICE WILL MEET CUSTOMER REQUIREMENTS OR THAT ALL ERRORS IN THE SERVICE AND/OR DOCUMENTATION WILL BE CORRECTED. THE SERVICE IS PROVIDED TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICE OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR THE CUSTOMER’S PURPOSE.
9.1 No Consequential Damages
VENDOR SHALL NOT BE LIABLE TO ANY USER/CUSTOMER FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES INCLUDING WITHOUT LIMITATION, INTERRUPTION OF BUSINESS, LOST PROFITS, LOST OR CORRUPTED DATA OR CONTENT, LOST REVENUE ARISING OUT OF THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER/USER AGREES THAT UNDER NO SCENARIO, CIRCUMSTANCE, OR EVENT WILL THE VENDOR BE RESPONSIBLE FOR ANY CLAIM AMOUNT GREATER THAN THE AMOUNT OF THE FEES PAID TO THE VENDOR PER TRANSACTION PER CLAIM.
9.2 DIRECT DAMAGE LIMITATIONS
9.2.1 IN NO EVENT SHALL THE AGGREGATE LIABILITY OF VENDOR OR ANY THIRD PARTY VENDORS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY CUSTOMER IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THE AGGREGATE LIABILITY CAP SHALL NOT EXCEED 1,000.00.
9.2.2 VENDOR SHALL NOT BE LIABLE FOR ANY DAMAGES RESULTING FROM THE LOSS OR CORRUPTION OF ANY DATA OR CONTENT WHETHER RESULTING FROM DELAYS, NONDELIVERIES, MISDELIVERIES, SERVICE INTERRUPTIONS OR OTHERWISE.
Each party (the “Indemnifying Party”) agrees to defend at its expense and indemnify and hold harmless the other party and its affiliates, directors, officers, employees, agents, successors and assigns (each an “Indemnified Party”) from and against any and all losses, costs, damages, liabilities and expenses arising from or in connection with any such third party claim for: (i) negligence or willful misconduct of the Indemnifying Party; or (ii) the damage, loss or destruction of any real or tangible personal property caused by the negligence or willful misconduct of the Indemnifying Party.
Customer will indemnify, and hold harmless Vendor for Losses Customer incurs as a direct result of any unaffiliated third-party claim based on any claim that the Service infringes any U.S. copyright, trademark or trade secret.
Customer shall defend and indemnify Vendor and its Third Party Vendors against any and all Losses incurred by Vendor arising out of or in connection with a claim by a third party alleging that the Customer Data or the Customer Trademarks, or any use thereof, infringes the rights of, or has caused harm to, a third party.
Any notice required or permitted under the terms of this Agreement or required by law must be in writing and must be (a) delivered in person, (b) sent by registered or certified mail return receipt requested, (c) sent by overnight courier, (d) sent by facsimile, (e) by email whose receipt is acknowledged. If to Vendor, a notice shall be forwarded to the e-mail address dcsupport@discoverclaims.com.
The following provisions shall survive any termination of this Agreement: Sections 5, 7.8, 11, 12, 13, 14, 15, 16, 17
Customer may not assign this Agreement without the prior written approval of Vendor. Any purported assignment in violation of this section shall be void.
Vendor will attempt to provide security for the Service at Vendors sole discretion. Vendor is not responsible for (i) unauthorized access to Customer’s Content, or (ii) damages arising out of unauthorized access.
FREE SERVICE
Vendor shall have no obligation to service/support any reimbursement claim processed through its system without the payment of fees for service. The customer/user is responsible for the accuracy of all inputted data, and must verify all entered and exported data. Free services are not guaranteed to remain free at future dates.
INTERACTIONS WITH INSURANCE COMPANIES
Customer is responsible for the accuracy of all claim and personal details. The customer must review all claim detail prior to printing and/or submitting any claim forms for reimbursement to Insurance Companies.
RETRO-ACTIVE MODIFICATIONS
The Vendor has the right to modify this agreement at any time. Modifications to this agreement may be applied retro-actively. The Vendor will not change service fees after a valid transaction with accurate fees has occurred.
DISENTANGLEMENT
Vendor may provide at Vendors sole discretion self-service tools or options for export of data from the Service should the Customer decide to end their use of the Service.
General Provisions
Any action related to this Agreement will be governed by Michigan law and controlling U.S. federal law. No choice of law rules of any jurisdiction will apply. Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Michigan.
General Data Protection Regulation (GDPR)
This Website is only intended for use by inhabitants of the United States of America. Although our practices likely fully comply with GDPR; this website is not intended for use within jurisdictions where GDPR prevails.