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Terms of Service

Effective Date: January 1, 2025

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and Verticlaim, Inc. ("Verticlaim," "we," "us," or "our"). By creating an account, accessing, or using the Verticlaim platform ("Service"), you agree to be bound by these Terms. If you are accepting these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

You must be at least 18 years old and legally capable of entering into binding contracts to use this Service. If you do not agree to these Terms, you may not access or use the Service.

2. Service Description

Verticlaim provides a cloud-based claims management platform designed for insurance professionals and organizations. The Service includes document management, workflow automation, communication tools, task tracking, and related features to streamline insurance claims processing. We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time with reasonable notice.

3. User Accounts

To access the Service, you must create an account with accurate and complete registration information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account.

If you are part of an organization using the Service, your access may be managed by an administrator who may have the ability to access, modify, or restrict your account and the data associated with it.

4. Subscription and Fees

Access to the Service requires a paid subscription. Fees are based on the subscription plan selected and are billed in advance on a monthly or annual basis. All fees are non-refundable except as expressly set forth in these Terms or as required by applicable law. We reserve the right to modify pricing with 30 days' notice prior to your next billing cycle.

If payment is not received, we may suspend or terminate your access to the Service. You are responsible for all applicable taxes related to your use of the Service.

5. Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You shall not:

  • Use the Service for any purpose other than legitimate insurance claims management activities
  • Attempt to gain unauthorized access to any part of the Service or its related systems
  • Reverse engineer, decompile, or disassemble any aspect of the Service
  • Transmit any malicious code, viruses, or harmful content
  • Use the Service to store or transmit content that infringes on third-party rights
  • Violate any applicable laws, regulations, or industry standards, including insurance regulations
  • Use automated means to access the Service without our express written permission

6. Data and Privacy

Your use of the Service is also governed by our Privacy Policy, which describes how we collect, use, and protect your information.

You retain ownership of all data and content you upload to the Service ("Customer Data"). You grant us a limited license to use Customer Data solely as necessary to provide the Service. We will not access, use, or disclose Customer Data except as necessary to provide the Service, comply with law, or as otherwise authorized by you.

Upon termination of your account, you may request export of your Customer Data for a period of 30 days. After this period, we may delete your Customer Data in accordance with our data retention policies.

7. Intellectual Property

The Service, including all software, designs, text, graphics, and other content provided by Verticlaim, is owned by Verticlaim and protected by copyright, trademark, and other intellectual property laws. We grant you a limited, non-exclusive, non-transferable license to access and use the Service in accordance with these Terms.

You retain all rights to Customer Data you upload. By submitting feedback or suggestions about the Service, you grant us a perpetual, royalty-free license to use such feedback to improve the Service.

8. Confidentiality

Each party agrees to maintain the confidentiality of the other party's confidential information and not to disclose such information to third parties except as permitted by these Terms or with prior written consent. Confidential information does not include information that is publicly available, already known to the receiving party, or required to be disclosed by law.

9. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

Verticlaim does not provide legal, financial, or insurance advice. The Service is a tool to assist with claims management, and you are solely responsible for ensuring your use complies with applicable laws and professional standards.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VERTICLAIM SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO VERTICLAIM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.

11. Indemnification

You agree to indemnify, defend, and hold harmless Verticlaim and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any third-party rights; or (d) Customer Data you upload to the Service.

12. Term and Termination

These Terms are effective upon your first access to the Service and continue until terminated. Either party may terminate these Terms by providing written notice. We may suspend or terminate your access immediately if you breach these Terms or if required by law.

Upon termination, your right to access the Service ceases immediately. Sections relating to intellectual property, limitation of liability, indemnification, and governing law shall survive termination.

13. Governing Law and Disputes

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. Any disputes arising out of or related to these Terms shall be resolved exclusively in the state or federal courts located in Delaware, and you consent to the personal jurisdiction of such courts.

14. General Provisions

These Terms constitute the entire agreement between you and Verticlaim regarding the Service and supersede all prior agreements. If any provision of these Terms is found unenforceable, the remaining provisions shall continue in effect. Our failure to enforce any right or provision shall not constitute a waiver of such right or provision. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

15. Changes to Terms

We may update these Terms from time to time. We will notify you of material changes by posting the updated Terms on this page and updating the effective date. Your continued use of the Service after such changes constitutes acceptance of the updated Terms.

16. Contact Us

If you have questions about these Terms, please contact us at legal@verticlaim.com.