Last Updated October 30, 2018
Upon acceptance of these terms, you are entering into a legally binding Agreement between you and Claims Control, each a “Party” and together the “Parties“ .
This Agreement shall apply to the Customer any of the Customer’s holding company, direct or indirect subsidiary, and any partnership, joint venture or association the Customer is part of (the “Affiliates”), should the Customer transfer any of the Customer’s licenses to an Affiliate.
1.1 Claims Control products and Platform include a technology, in the form of a software, for the management of projects, tasks and resources that unites various professional figures. The software is primarily accessible via web browser at http://www.claimscontrol.com/ and all related subdomains. The software may be accessible via alternative solutions such as mobile applications as that may change from time to time.
2. Access to the Platform.
2.1 Claims Control grants the Customer a non-exclusive license to use the Platform, subject to the terms and conditions of this Agreement as they may change from time to time.
2.2 Claims Control reserves the right, in its sole discretion, to modify this Agreement at any time by posting a notice on the Website, or by sending you a notice via email or postal mail. You shall be responsible for reviewing and becoming familiar with any such modifications. Your use of the Platform following such notification constitutes your acceptance of the terms and conditions of this Agreement as modified.
2.3 You represent and warrant to Claims Control that: (i) you are of legal age to form a binding contract; (ii) all registration information you submit is accurate and truthful; and (iii) you will maintain the accuracy of such information. You also certify that you are legally permitted to use and access the Platform and take full responsibility for the selection and use of and access to the Platform. This Agreement is void where prohibited by law, and the right to access the Platform is revoked in such jurisdictions.
3. Claims Control Content.
3.1 The Platform, and its contents may only be used in accordance with the terms of this Agreement. All materials displayed or performed on the Website or in the Platform, including, but not limited to text, graphics, articles, photographs, images, illustrations (also known as the “Claims Control Content,”) are protected by copyright. You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any Claims Control Content accessed through the Platform, and shall not use, copy, reproduce, download, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Claims Control Content or other proprietary rights not owned by you: (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third party right.
3.2 You shall not store any portion of any Claims Control Content in any form. Copying or storing of any Claims Control Content is expressly prohibited without prior written permission from Claims Control. If you link to the Website, Claims Control may revoke your right to so link at any time, at Claims Control’s sole discretion.
4. Your Content.
4.1 In the course of using the Platform, you may provide information which may be used by Claims Control in connection with the Platform. You understand that by providing content, materials or information (including without limitation information relating to your end user customers) to Claims Control or in connection with the Platform (collectively, “Your Content”), Claims Control hereby is and shall be granted a nonexclusive, royalty-free right to use, process, store, copy, reproduce, reformat, translate, modify and create derivative works of Your Content (including all related intellectual property rights) in connection with Claims Control’s provision of the Platform for the duration of this Agreement.
In this sense, we wish to specify that all information provided by the user will be treated with the utmost confidentiality and will be used with the sole purpose of providing a professional service, optimal and specifically designed for the user. We therefore undertake not to disclose, provide or transmit to third parties the confidential content provided by users. The only exception is any procedure, request or technique provided for by applicable law or jurisdiction.
5. Your warranty.
5.1 Each Party asserts that it has the full right, power and authority to enter into an agreement with the other Party, following the terms of this Agreement and for the purpose thereof.
5.2 Claims Control asserts that:
5.3 The Customer asserts that he / she shall not use the Service for malicious or illegal purposes, or any purpose that is directly in competition with or harmful to Claims Control.
5.4 If you provide any personally identifiable information, including personally
identifiable information relating to your customers, to Claims Control, you represent
and warrant that:
5.5 You also warrant, represent and agree that you will not contribute any content
or otherwise use the Platform in a manner that:
5.6 Claims Control reserves the right to remove any content from the Platform at any time, for reasons including, but not limited to, receipt of claims or allegations from third parties or authorities relating to such content or if Claims Control is concerned that you may have breached the immediately preceding sentence.
6.1 You are responsible for all of your activity in connection with the Platform. Any
fraudulent, abusive, or otherwise illegal activity may be grounds for termination of
your right to access or use the Platform. You may not:
6.2 You will be responsible for withholding, filing, and reporting all taxes, duties and other governmental assessments associated with your activity in connection with the Platform.
6.3 You acknowledge that all Claims Control Content and Your Content (together, the “Content”) accessed by you using the Platform is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom. Under no circumstances will Claims Control be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, including without limitation reports generated by the Platform, or any loss or damage of any kind incurred in connection with use of or exposure to any Content posted, emailed, accessed, transmitted, or otherwise made available via the Platform. You, not Claims Control, remain solely responsible for all Content, including messages, that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Platform.
7. Warranty disclaimer.
7.1 You acknowledge that Claims Control has no control over, and no duty to take
any action regarding:
7.2 You release Claims Control from all liability for you having acquired or not acquired Content through the Platform. The Platform may contain, or direct you to websites or applications containing information that some people may find offensive or inappropriate. Claims Control makes no representations concerning any content contained in or accessed through the Platform, and Claims Control will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Platform. Claims Control makes no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Platform.
7.3 The Platform, Content, Website and any software are provided on an “as is” basis, without warranties of any kind, either expressed or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, non-infringement, or that use of the Platform will be uninterrupted, secure or error-free. No advice or information, whether oral or written, obtained from Claims Control or through the website will create any warranty not expressly made herein.
9. Registration and Security.
9. Registration and Security.
9.1 As a condition to using some aspects of the Platform, you may be required to
register with Claims Control and set an email address, a username (the “User ID”) and
a password. You shall provide Claims Control with accurate, complete, and updated
registration information. Failure to do so shall constitute a breach of this Agreement,
which may result in immediate termination of your account. You may not:
9.2 Claims Control reserves the right to refuse registration of or cancel a User ID at its discretion, in regards to the breach of this Agreement. You shall be responsible for maintaining the confidentiality of your password.
9.3 Should Claims Control become aware of any unauthorized or unlawful access to, loss of or damage to the Customer’s data, Claims Control shall notify the Customer as soon as reasonably possible.
9.4 The Customer shall be responsible for maintaining the privacy and security of their accounts, such as login details and passwords. Claims Control will not be held liable for any damage or loss caused by failure to protect their accounts by the Customer outside of Claims Control.
9.5 The Customer shall not use the Service for any illegal or unauthorized purpose. Claims Control shall not be held liable for the violation of any laws caused by the Customer illegal or unauthorized use of the Service.
10.1 You will indemnify and hold Claims Control, its parents, subsidiaries, affiliates, officers, and employees harmless (including, without limitation, from all damages, liabilities, settlements, costs and attorneys’ fees) from any claim or demand made by any third party due to or arising out of your access to the Platform, use of the Platform, your violation of this Agreement or applicable laws, rules or regulations in connection with your use of the Platform, or the infringement by you or any third party using your account of any intellectual property or other right of any person or entity.
11.1 Claims Control stores data provided by the Customer, including but not limited to names, email addresses, encrypted passwords and documents, securely on servers provided by third party suppliers, such as https://www.rackray.eu/. Claims Control takes all necessary measures to insure the protection of the Customer data, prevent its loss, corruption and theft.
11.2 Should any of the Customer data processed or stored by Claims Control or any of Claims Control's third party suppliers be lost, damaged or stolen, Claims Control shall try to mitigate the issue amicably with the Customer and, where a resolution between the Parties cannot be found, Claims Control shall indemnify the Customer for the damage sum claimed by the Customer, not exceeding the fees already paid by the Customer during the 6-month period preceding the applicable claim (the “Coverage“ ).
12. Fees and Payment.
12.1 Claims Control reserves the right to require payment of fees for certain or all Platform. You shall pay all applicable fees, as described on the Website or provided to you directly, in connection with such Platform selected by you.
12.2 Claims Control reserves the right to change its price list and to institute new charges at any time, upon notice to you, which may be sent by email or posted on the Website. Your use of the Platform following such notification constitutes your acceptance of any new or increased charges. Any fee paid hereunder is non-refundable.
12.3 The Service is billed in advance according to the Pricing Schedule and all payments are non-refundable.
12.4 Invoices issued to the Customer shall be paid as follows (the
12.5 Should the Customer fail to pay within the Payment Limit:
12.6 Should the Customer have any objection to an invoice, the Customer shall notify Claims Control within the Payment Limit and Claims Control shall try to solve the matter to the best of its ability. An objection to an invoice, whether rightfully or not, shall not induce any change to the Payment Limit or the conditions thereof.
12.7 Claims Control issues invoices electronically only (in “PDF” format) containing,
but not limited to, the following information (the
12.8 Should the Customer require additional information on any invoice (available on the Large plan) or for such invoice to be issued in a different format than the Invoice Format or should the Customer require such invoice to be sent to a different contact point than the one agreed between the Customer and Claims Control from time to time, the Customer shall inform Claims Control before or within the Payment Limit and failure to do so shall not induce any change to the Payment Limit or the conditions thereof.
13.1 You agree to bear and be responsible for all taxes, levies, imposts, duties, fines or similar governmental assessments imposed by any jurisdiction, country or any subdivision or authority thereof including, but not limited to federal, state or local sales, VAT, GST, use, property, excise, service, transaction, privilege, occupation, gross receipts or similar taxes, in any way connected with this Agreement or agreement required hereunder, and all interest, penalties or similar liabilities with respect thereto, except such taxes imposed on or measured by a party’s net income (the “Taxes” ).
13.2 All prices, fees and other charges payable under this Agreement or agreement ancillary to or referenced by this Agreement, shall not include any Taxes. You shall make all payments required without deduction of any Taxes, except as required by law, in which case the amount payable shall be increased as necessary so that after making any required deductions and withholdings, Claims Control receives and retains (free from any liability for payment of Taxes) an amount equal to the amount it would have received had no such deductions or withholdings been made.
13.3 If you are a tax-exempt entity or claims exemption from any Taxes under this
Agreement, you shall provide a certificate of exemption upon execution of this
Agreement and, after receipt of valid evidence of exemption, Claims Control shall not
charge you any Taxes from which it is exempt. Without limiting the foregoing, all
references to payments made in this Agreement are exclusive of any VAT, GST or other
consumption taxes (collectively, the
) chargeable and where required by law, VAT
shall be itemized at the rate applicable, if any, and paid in addition thereto. You
shall communicate to Claims Control your VAT identification number(s) attributed by:
13.4 Claims Control shall consider the Platform under this Agreement to be for your business at the location(s) provided by you in accordance with the provided VAT identification number(s).
13.5 You shall comply with all applicable tax laws and regulations, and you shall provide Claims Control all necessary assistance to facilitate the recovery or refund of any VAT paid by Claims Control in relation to the Platform to the respective government or authority. You hereby agree to indemnify Claims Control for any Taxes and related costs paid or payable by Claims Control attributable to Taxes that would have been your responsibility under this section if invoiced to you. You shall promptly pay or reimburse Claims Control for all costs and damages related to any liability incurred by Claims Control as a result of your non-compliance or delay with its responsibilities herein. Your obligation under this section shall survive the termination or expiration of this Agreement.
14.1 This Agreement shall remain in full force and effect while you use the Platform.
14.2 You may terminate your use of the Platform at any time. Should you decide to do so, you shall still have access to the Platform for the remaining duration of the Platform already purchased and paid by you. No fee already paid is refundable and no invoice issued to you from Claims Control for the Platform shall be considered void.
14.3 Claims Control may terminate or suspend your access to the Platform or your membership at any time, for reasons related to the breach of this Agreement, and without warning, which may result in the forfeiture and destruction of all information associated with your membership.
14.4 Upon termination of your account, your right to use the Platform and any Content will immediately cease. All provisions of this Agreement which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
15.1 Failure from either party to exercise, in any respect, any right provided herein shall not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sub-licensable by you except with Claims Control’s prior written consent. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Claims Control in any respect whatsoever.