Discover ClaimsTM Terms of Service
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:
“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. For purpose of this license grant, “Customer” shall include any outsourced or other third-party consultants or similar personnel supporting Customer as part of its typical business practices, acting under Customer’s direction and for whom Customer is fully responsible hereunder. 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, including without limitation the Vendor Software/computer application that is provided as a part thereof, or access the Service or SAS Materials in order to build a similar or competitive product or service; (iv) Customer shall not create Internet "links" to the Service or "frame" or "mirror" any part of the Service, including any content contained in the Service, on any other server or device; (vii) except as expressly stated herein, no part of the Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means; (viii) Customer agrees to make every reasonable effort to prevent unauthorized third parties from accessing the Service; (ix) Customer acknowledges and agrees that Vendor or its Third Party Vendors shall own all right, title and interest in and to all intellectual property rights in the Service and any suggestions, enhancement requests, feedback, or recommendations provided by Customer or its Users relating to the Service, including all unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, know-how and other trade secret rights, and all other intellectual property rights, derivatives or improvements thereof; (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 and all rights not expressly granted to Customer are reserved by Vendor and Third Party Vendors; and (xiii) this Agreement is not a sale and does not convey any rights of ownership in or related to the Service, Vendor Software, or Third Party Products to Customer. Customer shall not resell the Services directly or indirectly to third parties. Customer shall not sell nor offer for sale any services directly or indirectly to third parties that involves any interactions with the system.
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 Trademarks”). Customer acknowledges and agrees that Customer Data and information regarding Customer and Customer’s Users that is provided to Vendor and its Third Party Vendors in connection with this Agreement may be (a) processed by Vendor and its Third Party Vendors to the extent necessary to provide the Service and (b) transferred outside of the country or any other jurisdiction where Customer and Customer’s Users are located. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Customer Data and information regarding Customer and Customer’s Users. Customer agrees that the license to the Customer Data shall survive termination of this Agreement solely for the purpose of storing backup Customer Data in accordance with the terms of this Agreement. Except as expressly set forth in this Agreement, Customer is solely responsible for all Content.
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. Customer further acknowledges and agrees that the content or information presented to the Customer through the Service may be protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except where expressly provided otherwise by Vendor, nothing in the Service, or the Agreement shall be construed to confer any license to any of Vendor's (or its third-party manufacturer’s, author’s, developer’s, vendor’s, and service provider’s ("Third Party Vendors"), intellectual property rights, whether by estoppel, implication, or otherwise. Without limiting the generality of the foregoing, any names or trademarks of the Vendor Software and other Vendor service marks, logos and product service names are marks of Vendor (the “Vendor Marks”). Customer agrees not to display or use the Vendor marks, or the marks of any Third-Party Vendor, in any manner without the owner’s express prior written permission. 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. If an amendment exist that is in conflict with this agreement, this agreement will supersede the amendment subject to the Vendor approval. Any services provided by the Vendor that occurs through the use of communication sources outside the computer application/software is subject to all the terms of this agreement.
Customer Must Have Internet Access
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. In some cases, the customer service unit of the Vendor may create an account or claim for a Customer via a communication source outside of the World Wide Web, which is for the benefit of the Customer. Any services initiated by the Vendor and its agents/representatives for the benefit of the Customer to engage/interactive with the system/ computer application is subject to the terms of service outlined in this agreement.
Email and Notices
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 further agrees the Vendor may provide any and all required notices including legal notices, billing invoices, and system update details to Customer through either e-mail (or other electronic transmission), facsimile, postal mail or express delivery service.
Passwords, Access, and Notification
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 will also be responsible for all Electronic Communications, including those containing business information, account registration, account holder information, financial information, Customer Data, and all other data of any kind contained within emails or otherwise entered electronically through the Service or under Customer’s account. Vendor will act and conduct business as though any Electronic Communications it receives under Customer’s passwords, User name, and/or account number will have been sent by Customer. Customer agrees to notify Vendor if Customer becomes aware of any loss or theft or unauthorized use of any of Customer’s passwords, user names, and/or account number. The foregoing shall also apply to any Purchase Order Forms submitted from the customer account for additional services.
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 will ensure that any use of the Service by Customer’s Users is in accordance with the terms of this Agreement. Customer agrees to notify Vendor immediately of any unauthorized use of any password(s), customer account details or any other known or suspected breach of security or any known or suspected distribution of Customer Data. Customer acknowledges and agrees that the Service is subject to the U.S. Export Administration Laws and Regulations. Customer certifies that neither Customer nor any Users are on the U.S. Department of Commerce's Denied Persons List or affiliated lists or on the U.S. Department of Treasury's Specially Designated Nationals List. Any unauthorized use of the Service may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. The Service may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000. In addition to its responsibilities in this Agreement, Customer is responsible for all Customer responsibilities indicated in any Schedules attached hereto or entered into pursuant hereto and all other responsibilities not designated as responsibilities of Vendor. Customer is solely responsible for obtaining all licenses and permissions necessary related to the Content, including without limitation licenses for any third-party software included in the Content.
Transmission of 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, and Customer acknowledges and understands that Customer’s Electronic Communications will involve transmission over the internet, and over various networks, only part of which may be owned and/or operated by Vendor. Customer acknowledges and understands that changes to Customer’s Electronic Communications may occur in order to conform and adapt such data to the technical requirements of connecting networks or devices. Customer further understands that Electronic Communications may be accessed by unauthorized parties when communicated across the Internet, network communications facilities, telephone, or other electronic means. Customer agrees that Vendor is not responsible for any Electronic Communications and/or Customer Data which are lost, altered, intercepted or stored without authorizations during the transmission of any data whatsoever across networks.
Vendor will make reasonable efforts to promote Customer’s successful utilization of the Service at the sole discretion of the Vendor. Product Support pertains to support designed to remedy errors in Vendor Software/ computer applications that cause it to deviate from the Vendors intended implementation. Vendor may also offer “for fee” extended support options and Professional Services consultation, which services may include, among other things, training services, business and regulatory process consulting, submission processing support, submission migration services and system configuration.
Each party may have access to information that is confidential to the other party (“Confidential Information”). For purposes of this Agreement, Confidential Information shall include any information that is clearly identified in writing at the time of disclosure as confidential as well as any information that, based on the circumstances under which it was disclosed, a reasonable person would believe to be confidential. Customer’s Confidential Information shall include, but not be limited to, Customer Data. A party’s Confidential Information shall not include information that (i) is or becomes a part of the public domain through no act or omission of the other party; (ii) was in the other party’s lawful possession prior to the disclosure without any obligation of confidentiality; (iii) is lawfully disclosed to the other party by a third party without restriction on disclosure; (iv) is independently developed by the other party without use of or reference to the other party’s Confidential Information, as established by written records. The parties agree to use commercially reasonable efforts not to make each other’s Confidential Information available in any form to any third party. Customer acknowledges and agrees that Vendor may disclose Customer’s Confidential Information to its Third-Party Vendors solely to the extent necessary to provide products or services under this Agreement. This Section will not be construed to prohibit disclosure of Confidential Information to the extent that such disclosure is required by law or valid order of a court or other governmental authority; provided, however, that a party who has been subpoenaed or otherwise compelled by a valid law or court order to disclose Confidential Information (the “Responding Party”) shall first have given sufficient and written notice to the other party of the receipt of any subpoena or other request for such disclosure, so as to permit such party an opportunity to obtain a protective order or take other appropriate action. In the event that any such disclosure is required the Vendor reserves the right to charge the other party on a time-and-materials basis for Vendor’s reasonable efforts related to its compliance and response, including, if applicable, reasonable attorney’s fees.
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.
Suspension for Ongoing Harm
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. Customer agrees that Vendor will not be liable to Customer or to any third party for any suspension of the Service under such circumstances as described in this Section.
In the Event of a Breach
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. Upon termination of this Agreement, Customer shall have no rights to continue use of the Service.
Handling of Customer Data in the Event of Termination
Customer acknowledges and agrees that following termination of this Agreement, Vendor may immediately deactivate Customer’s account. Furthermore, unless otherwise agreed-upon by the Parties in writing, Vendor may store, remove or overwrite all applicable content from Vendor’s systems following the effective date of termination or cancellation, in accordance with Vendor’s standard procedures. Customer agrees that Vendor shall not be liable to Customer or to any third party for any termination of Customer access to the Service or deletion of Customer Data, provided that Vendor is in compliance with the terms of this Section. Notwithstanding the foregoing, nothing shall preclude Vendor from maintaining one copy of Customer Data if required by law.
Termination for Unauthorized Users
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. The Vendor may seek damages in an amount greater than what is stated in this agreement as payment for expenses related to unauthorized use. The vendor may seek damages if the unauthorized use originates from a current User of 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 acknowledges that Vendor reserves the right to discontinue offering the Service at any time. 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.
Modification of Pricing
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 OR THAT THE SYSTEM THAT MAKES THE SERVICE AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THE SERVICE WILL OPERATE IN COMBINATION WITH OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT PROVIDED BY VENDOR OR THE OPERATION OF THE SERVICES WILL BE SECURE OR THAT VENDOR AND ITS THIRD PARTY VENDORS WILL BE ABLE TO PREVENT THIRD PARTIES FROM ACCESSING CUSTOMER DATA OR CUSTOMER’S CONFIDENTIAL INFORMATION, OR ANY ERRORS WILL BE CORRECTED OR ANY STORED CUSTOMER DATA WILL BE ACCURATE OR RELIABLE. THERE ARE NO WARRANTIES OFFERED BY THE VENDOR. THERE ARE NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 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 (INCLUDING WITHOUT LIMITATION THE SERVICE, THE USE OF THE SERVICE OR THE INABILITY TO USE SERVICE), EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY DAMAGES RELATED TO CLAIM PROCESSING WILL BE REVIEWED BY THE VENDOR. IF IT IS DETERMINED BY THE VENDOR THAT A SYSTEM ERROR CAUSED A DELAY IN PROCESSING A CLAIM, THE VENDOR MAY ALLOW THE CUSTOMER/USER TO RESUBMIT A CLAIM WITHOUT ADDITIONAL FEES. IT IS THE CUSTOMER/USER RESPONSIBILITY TO FOLLOW UP WITH THEIR INSURANCE COMPANY/COMPANIES TO CONFIRM ANY/ALL CLAIMS SUBMITTED THROUGH THE USE OF THE COMPUTER SYSTEM WAS RECEIVED WITHOUT ERRORS OR OMISSIONS. 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, INCLUDING ANY LICENSE, USE, OR OTHER EMPLOYMENT OF THE SERVICE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY CUSTOMER IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THERE SHALL BE ONLY ONE AGGREGATE LIABILITY CAP UNDER THIS AGREEMENT EVEN IF THERE ARE MULTIPLE CLAIMS; EACH CLAIM SHALL REDUCE THE AMOUNT AVAILABLE IN THE AGGREGATE LIABILITY CAP. 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”), in accordance with the procedures described in this Section, from and against any and all losses, costs, damages, liabilities and expenses including without limitation, reasonable legal fees and expenses paid to or for the benefit of an unaffiliated third party (collectively, “Losses”) 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. If any item for which Vendor has an indemnification obligation under this Section becomes, or in Vendor’s reasonable opinion is likely to become, the subject of an infringement or misappropriation claim or proceeding, Customer will, in addition to indemnifying Vendor as provided in this Section, promptly take the following actions, at no additional charge to Customer, in the listed order of priority: (a) secure the right to continue using the item or (b) replace or modify the item to make it non-infringing. If neither of such actions can be accomplished by Vendor using commercially reasonable efforts, and only in such event, Vendor will remove the item from the Service and the applicable Service fee will be equitably adjusted to reflect such removal. This Section 10.2 states Customer’s sole and exclusive remedy for Vendor’s infringement or misappropriation of intellectual property of a third party.
Customer shall defend and indemnify Vendor and its Third Party Vendors against any and all Losses incurred by Vendor and its Third Party Vendors arising out of or in connection with a claim by a third party (i) 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, or (ii) arising out of Customer’s breach of Sections 5.5 and 5.8.
Customer will indemnify, defend and hold harmless Vendor, its affiliates, successors, and assigns, including the applicable officers, directors, employees, and agents thereof for damages, costs and attorneys’ fees Vendor incurs from any unaffiliated third-party claim arising from Customer’s Content or Customer’s or any end user’s use of the Services.
The party seeking indemnification under the terms of this agreement shall give prompt notice of the claim and will tender the defense; provided, however, that such party’s failure to provide notification shall not affect the indemnifying party’s indemnification obligations except to the extent that the failure to notify delays or prejudices the indemnifying party’s ability to defend the applicable claim. The indemnifying party shall conduct the defense and shall have control of the litigation, and the indemnified party shall cooperate in defending against the claim. The indemnified party shall have the right, at any time and at its own expense, to participate in the defense of the claim with counsel of its own choosing. The indemnifying party shall not make any settlement of the claim that results in any liability or imposes any obligation on the indemnified party without the prior written consent of the indemnified party. If the indemnifying party fails to (i) respond to the notice of a claim, or (ii) assume the defense of a claim, the party seeking indemnification shall have the right to defend the claim in such manner as it may deem appropriate, at the reasonable cost, expense, and risk of the indemnifying party, and the indemnifying shall promptly reimburse the indemnified party for all such costs and expenses.
Except as otherwise provided in Section 5.4 above, 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 (with a hard copy mailed on the same date), (e) by email whose receipt is acknowledged by an individual or officer with power of attorney rights. If to Vendor, a notice shall be forwarded to the e-mail address email@example.com, and if to Customer, a notice shall be forwarded to the e-mail address used within the Customer account. Notices shall be considered to have been given at the time of delivery via electronic sources, or using the mailbox rule, one business day if by overnight courier service, or upon receipt of machine confirmation of successful transmission by facsimile or email as described herein.
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.
Customer acknowledges that some of the Services may be performed by Vendor or its third-party suppliers outside the country(ies) where the Services are obtained, and information pertaining to Customer’s use of the Services may be incorporated into Vendor’s global database(s) to assist Vendor in providing the Services.
Vendor will provide the Services at the Service Levels determined by the Vendor subject to all requirements and exceptions for each Service Level.
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. Customers shall have no privilege or contractual rights to receive any data output without payment of fees set/established by the Vendor.
INTERACTIONS WITH INSURANACE 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.
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. However, service fees for new or ongoing services may be changed from time to time.
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.
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. This Agreement, together with the Schedules annexed hereto, represents the parties’ entire understanding relating to the use of the Service and supersedes any prior or contemporaneous, conflicting or additional, communications. No text or information set forth on any Purchase Order Form, preprinted form or document shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between Vendor and Customer as a result of this Agreement or use of the Service. The failure of Vendor to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Vendor in writing Vendor reserves the right to assign its right to receive and collect payments hereunder. Any rights not expressly granted herein are reserved by Vendor.
General Data Protection Regulation (GDPR)
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