Terms of Service
Effective as of 1/1/2025
These Terms of Service together with its Exhibits (the “Agreement”) are entered into by and between ClaimPartner Operations LLC, a Delaware limited liability company (the “Provider”) and the entity or person placing an order for or accessing any Services (the “Customer”). The Agreement consists of the terms and conditions set forth below, any attachments or exhibits identified below and all Order Forms (as defined below) that reference this Agreement.
The "Effective Date" of this Agreement is the date which is the earlier of (a) Customer's initial access to any Services (as defined below) or (b) the effective date of the first Order Form referencing this Agreement.
1. Definitions
Other than the terms defined in the body of this Agreement, these terms have the following meaning:
- “Affiliate” means any entity under the control of a Party where “control” means ownership of or the right to direct greater than 50% of the voting securities of such entity.
- “Beta Offerings” mean pre-release services, features, or functions identified as alpha, beta, preview, early access, or words or phrases with similar meanings.
- “Code” means certain JavaScript, Python and other code, software development kits (SDKs) or other code provided by the Provider for deployment on Customer Properties.
- “Contractor” means an independent contractor or consultant of the Customer who is not a competitor of the Provider.
- “Customer Data” means any data of any type that is submitted to the Services by or on behalf of the Customer, including without limitation data submitted, uploaded, or imported to the Services by the Customer (including from Third-Party Platforms).
- “Customer Properties” mean Customer's websites, servers, apps, or other offerings owned and operated by (or for the benefit of) Customer through which Customer uses the Services.
- “Dashboard” means Provider's user interface for accessing and administering the Services that Customer may access via the web or the Apps.
- “Documentation” means the technical user documentation provided with the Services.
- “Feedback” means comments, questions, suggestions, or other feedback relating to the Services, but excluding any Customer Data.
- “Initial Term” means a set term designated in an Order Form during which the Services are provided to the Customer.
- “Intellectual Property Rights” include all valid patents, trademarks, copyrights, trade secrets, moral rights, feedback, and other intellectual property rights, as may exist now or hereafter come into existence, and all renewals and extensions thereof, and all improvements to any of the foregoing.
- “Laws” mean all applicable local, state, federal, and international laws, regulations, and conventions.
- “Order Form” means a written or electronic form to order the Services referencing this Agreement. Upon execution by the authorized parties each Order Form will be subject to the terms and conditions of this Agreement.
- “Party” means either The Provider or the Customer; the “Parties” means both.
- “Permitted User” means an employee or a Contractor of the Customer or its Affiliate who is authorized to access the Services.
- “Privacy Policy” means the Provider’s policy governing the collection, use, and protection of personal data, as updated from time to time and made available to the Customer on the following link Privacy Policy.
- “Renewal Term” means successive periods equal to the Initial Term, beginning after the then-current Subscription Term.
- “Sensitive Personal Information” means (i) credit, debit or other payment card data subject to PCI DSS; (ii) patient, medical or other protected health information regulated by HIPAA, if applicable; or (iii) any other personal data of an EU citizen deemed to be in a “special category” under the GDPR or successor Laws.
- “Services” mean the Provider's proprietary software-as-a-service solution, including all products, services, and software provided by the Provider to the Customer.
- “Subscription Term” means either the Initial Term or the then-current Renewal Term.
- “Taxes” mean any sales, use, GST, value-added, withholding, or similar taxes, other than taxes based on the income of the Provider.
- “Third-Party Platform” means any software, software-as-a-service, data sources or other products or services not provided by the Provider that are integrated with or otherwise accessible through the Services.
2. Provider Services
2.1 Provision of Services
The Services are provided on a subscription basis for a Subscription Term. The Customer will purchase, and the Provider will provide the Services identified and agreed upon in the applicable Order Form.
2.2 Access to Services
The Customer may access and use the Services solely for its own benefit and in accordance with the terms and conditions of this Agreement, the Documentation, and any scope of use restrictions designated in the applicable Order Form. Use of and access to the Services is permitted only by Permitted Users. If Customer is given API keys or passwords to access the Services on the Provider's systems, the Customer will require that all Permitted Users keep API keys, user ID and password information strictly confidential. User IDs are granted to individual, named persons, and may not be shared. The Customer will be responsible for all actions taken using Customer's accounts and passwords. If a Permitted User who has access to a user ID is no longer an employee or Contractor, the Customer will promptly delete that user ID and otherwise terminate access.
2.3 Contractors and Affiliates
The Customer may permit its Affiliates and Contractors to serve as Permitted Users, provided the Customer remains responsible for compliance by such individuals with all the terms and conditions of this Agreement, and all use of the Services by such individuals is for the sole benefit of the Customer.
2.4 General Restrictions
The Customer will not (and will not permit any third party to):
- rent, lease, provide access to, or sublicense the Services;
- use the Services to provide or incorporate the Services into a product or service for a third party;
- reverse engineer, decompile, disassemble, or seek to obtain the source code or non-public APIs of the Services (except as expressly permitted by applicable law upon advance notice);
- copy or modify the Services or Documentation to create derivative works;
- remove or obscure any proprietary notices in the Services; or
- publicly disseminate performance information regarding the Services.
2.5 Provider APIs
If the Provider makes access to any APIs available as part of the Services, the Provider may monitor the Customer's usage of such APIs and limit the number of calls or requests if the Provider believes usage may negatively affect the security, operability, or integrity of the Services (or otherwise impose liability on the Provider).
2.6 Apps
To the extent the Provider provides applications for use with the Services (the “Apps“), the Provider grants to the Customer a limited, non-transferable, non-sublicensable, non-exclusive license only during an applicable Subscription Term to use the object code form of the Apps internally, but only in connection with the Customer's use of the Services and in accordance with the Documentation and this Agreement.
2.7 Deployment of the Code
Subject to all terms of this Agreement, the Provider grants the Customer a limited, non-transferable, non-sublicensable, non-exclusive license only during the Subscription Term to copy the Code in the form provided by the Provider on Customer Properties solely to support Customer's use of the Services. The Customer will implement the Code in strict accordance with the Documentation. The Customer acknowledges that changes to Customer Properties after initial implementation may cause the Services to malfunction.
2.8 Trial Subscriptions
If the Customer receives free access or a trial subscription (“Trial Subscription”), the Trial Period is fourteen (14) days or as otherwise granted by the Provider. Trial Subscriptions are solely for evaluation. If the Customer does not enter into a paid Subscription Term, this Agreement terminates at the end of the Trial Period. The Provider may terminate a Trial Subscription at any time. The Provider has no warranty, liability, or indemnity obligations for Trial Subscriptions.
2.9 Beta Offering
From time to time, the Provider may make Beta Offerings available at no charge. Beta Offerings are for evaluation, not supported, and not considered “Services” under this Agreement. The Provider may discontinue or modify Beta Offerings at any time. They may not be reliable, available, or secure.
3. Customer Data
3.1 Data Processing by the Provider
The Provider processes data in compliance with its Privacy Policy and applicable laws. If a separate data processing addendum is required in the future, the parties will negotiate in accordance with applicable data protection regulations.
3.2 Rights in Customer Data
As between the parties, the Customer retains all rights to Customer Data provided to the Provider. The Customer grants the Provider a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, and display Customer Data to the extent necessary to provide the Services.
3.3 Storage of Customer Data
The Provider does not provide an archiving service. The Provider will not intentionally delete any Customer Data during the Subscription Term but disclaims all other storage obligations.
3.4 Customer Obligations
a) In General. The Customer is solely responsible for the accuracy, content, and legality of all Customer Data. Customer warrants it has all necessary rights to submit Customer Data and that no Customer Data infringes any third-party rights or violates laws or terms with any Third-Party Platform.
b) No Sensitive Personal Information. Except as agreed in writing, the Customer will not use the Services to collect or process Sensitive Personal Information. The Provider is not a payment card processor and is not PCI DSS compliant.
c) Compliance with Laws. The Customer will comply with all applicable laws in using the Services, including not engaging in unsolicited advertising or marketing activities.
3.5 Indemnification by Customer
The Customer will defend and indemnify the Provider against any claim arising from (i) Customer Data, (ii) Customer's use of a Third-Party Platform, or (iii) Customer's violation of laws in using the Services, subject to proper notice and control of the defense.
3.6 Aggregated Anonymous Data
The Provider may obtain and aggregate technical and other data about Customer's use of the Services that is non-personally identifiable, and use it for business purposes, including to create industry benchmarks or best-practice reports. The Provider will not identify the Customer as the source of any Aggregated Anonymous Data.
4. Security
The Provider uses commercially reasonable technical and organizational measures to prevent unauthorized access or disclosure of the Services or Customer Data, as described in the Privacy Policy. The Provider is not responsible for unauthorized third-party access or other causes beyond its control.
5. Third-Party Integrations
The Services may integrate with Third-Party Platforms. By enabling such integrations, the Customer authorizes the Provider to access Customer's accounts with those platforms. The Customer is solely responsible for compliance with those platforms' terms. The Provider is not responsible for how a Third-Party Platform uses Customer Data once exported. Integrations may be disabled at any time.
6. Ownership
6.1 Provider's Technology
This Agreement is a subscription for access to the Services. No ownership rights are transferred. The Provider retains all Intellectual Property Rights in and to the Services, Documentation, deliverables, and related technology, including Feedback.
6.2 Feedback
The Customer may submit Feedback. The Provider may use such Feedback without obligation to disclose the Customer's name.
7. Subscription Term, Fees & Payment
7.1 Subscription Term and Renewals
The Subscription Term and any Renewal Term are set forth in the Order Form. Subscriptions renew automatically unless either party gives thirty (30) days’ notice before the end of the then-current term.
7.2 Fees and Payment
Fees are detailed in the Order Form and must be paid according to the specified terms. Provider may change fees with reasonable notice. Fees are non-refundable except as expressly stated. The Customer is responsible for all Taxes. Late payments may be subject to interest charges.
7.3 Suspension of Service
The Provider may suspend the Customer’s access if payments are overdue or if the Customer breaches certain Agreement terms, or if needed to prevent harm or maintain security. Access will be restored when the issue is resolved.
8. Term and Termination
8.1 Term
This Agreement is effective as of the Effective Date and expires upon termination or expiration of all Subscription Terms.
8.2 Termination for Cause
Either party may terminate for material breach not cured within thirty (30) days, or if the other party ceases operation or seeks bankruptcy protection.
8.3 Effect of Termination
Upon termination, the Customer must cease all use of the Services and delete or return all Provider’s Confidential Information. After thirty (30) days, the Provider may delete Customer Data.
8.4 Survival
Sections relating to restrictions, fees, indemnities, and other continuing rights survive termination.
9. Limited Warranty
9.1 Limited Warranty
The Provider warrants the Services will operate substantially in accordance with the Documentation and applicable law. If non-conformity is reported, the Provider will use commercially reasonable efforts to correct it or allow termination with a pro-rata refund. This warranty doesn’t apply to misuse, unauthorized modifications, or third-party causes.
9.2 Warranty Disclaimer
EXCEPT FOR THE LIMITED WARRANTY ABOVE, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. PROVIDER IS NOT LIABLE FOR INTERNET/SYSTEM FAILURES OUTSIDE ITS CONTROL.
10. [Intentionally Omitted]
11. Professional Services
The Provider may offer professional consulting services under a Statement of Work (SOW). Unless otherwise specified, such services are billed hourly. Deliverables remain the Provider’s property, but Customer may use them for authorized purposes under the Agreement.
12. Limitation of Remedies and Damages
12.1 Consequential Damages Waiver
EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR DATA, EVEN IF ADVISED OF POSSIBILITIES.
12.2 Liability Cap
EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S TOTAL LIABILITY IS LIMITED TO THE AMOUNT PAID OR PAYABLE BY THE CUSTOMER TO THE PROVIDER IN THE PRECEDING 12 MONTHS.
12.3 Limitations to Exclusions
Nothing limits liability for death, bodily harm, gross negligence, or willful misconduct. Some jurisdictions do not allow these limits; they apply to the extent permitted.
12.4 Excluded Claims
“Excluded Claims” include breach of certain sections (e.g., 2.4, 3.4, 3.5) or breach of confidentiality (Section 14), except with respect to Customer Data.
12.5 Failure of Essential Purpose
The foregoing waivers and limitations apply regardless of the form of action and survive even if any remedy fails of its essential purpose.
13. Indemnification
The Provider will defend the Customer against third-party IP infringement claims related to the Services, and indemnify for damages and costs awarded or settled, subject to prompt notice, exclusive control of defense, and cooperation. If use of the Services is enjoined, the Provider may procure the right to continue use or terminate with a refund for the unused portion. This does not apply to modifications by others, combinations with other products, unauthorized use, or third-party content.
14. Confidential Information
Each party must keep the other’s confidential property in confidence, not using or disclosing it except to fulfill obligations hereunder. This excludes information already known, publicly known, or independently developed. Confidentiality obligations last for 3 years post-Subscription Term.
15. Publicity
At the Provider’s request, the parties may issue a joint press release. The Customer agrees to reasonable marketing activities and use of Customer’s name and logo, provided any guidelines are respected.
16. General Terms
16.1 Assignment
Neither party may assign this Agreement without prior written consent, except in cases of merger, reorganization, or sale of substantially all assets.
16.2 Severability
If any provision is deemed invalid, it is limited to allow the rest of the Agreement to remain in effect.
16.3 Governing Law; Dispute Resolution
This Agreement is governed by Delaware law. Disputes are resolved in courts located in Wilmington, Delaware or via direct dispute resolution and potential arbitration as described herein.
16.4 Notice
Notices must be in writing and are deemed received if delivered by hand, overnight courier, registered/certified mail, or email as specified.
16.5 Amendments; Waivers
No modification is binding unless in writing or as permitted in Section 16.7. No waiver is binding unless in writing. Purchase orders or similar forms do not override this Agreement.
16.6 Entire Agreement
This Agreement is the complete statement of mutual understanding and supersedes prior communications.
16.7 Modifications to this Agreement
The Provider may modify this Agreement. Changes generally take effect upon renewal or new Order Form. Continued use after changes take effect constitutes acceptance.
16.8 Force Majeure
Neither party is liable for delays or failures caused by events beyond their reasonable control (except payment obligations).
16.9 Hardship
If performance becomes excessively onerous due to unforeseen events, the parties will negotiate in good faith alternative terms. Courts cannot adapt or terminate the Agreement.
16.10 Subcontractors
The Provider may use subcontractors, remaining responsible for compliance and performance.
16.11 Court Orders
The Provider may disclose Customer Data to comply with law or court orders, notifying the Customer if permitted.
16.12 Independent Contractors
The parties are independent contractors. No partnership, joint venture, or agency is created.
16.13 Export Control
The Customer must comply with all export and import laws. Customer represents it is not in a prohibited jurisdiction or on a restricted party list.
16.14 Counterparts
This Agreement may be executed in counterparts, each deemed an original and all taken together constituting one agreement.