Exception to These Terms
ClaimKit may have signed a separate written agreement with You to cover important terms that You require. If ClaimKit has executed a written agreement or engagement letter, signed by an officer of ClaimKit, then the agreement or engagement letter shall control and govern Our relationship with You.
Your Relationship With Us
You may be using Our Services on behalf of a company, business or other entity, and as such You agree to these Terms on behalf of and as agent for that entity. You declare and warrant that You have the authority as the entity’s agent and the reference to “You” or “Yourself” will refer to that entity.
Using the Services
Privity and other Services are powerful tools that allow You to collect, manage, review and share Your documents and files. Your files remain Your files and We do not claim ownership or responsibility for their content. Our only interests in Your files are the limited rights needed to access and manage them. You maintain sole responsibility for the content and use of files loaded into Your account and projects. You shall also maintain responsibility for the survival of Your records by keeping a backup copy and We are not responsible for corruption, defect, or damage to Your files.
The Services are to be used for business purposes only and not for Your own or others’ personal use. You shall not regularly upload personal files that do not serve a business purpose, as it may inundate the Services and cause non-optimal performance.
In order to store Your files, We use Amazon’s EC2 servers and service. You can read more about these Services on our website and at Amazon’s website. You permit Us to use these technologies to ensure that Your files are backed up on a number of servers for protection against loss. We may also decide to backup Your files on our Own servers for security, transfer, export or other purposes at Your express discretion.
There are no publicly accessible links in Privity and as such all access to files must be provided by You or Your other users. Access is only provided to those who have a username and password. You are advised to use caution in sharing access, files and notes. You shall remain entirely responsible for security of Your password and access to the Services using it, whether or not You have authorized the access.
Changes in Service & Updates
You agree that We may change the Services, take them down for maintenance, suspend Your access, or even remove content or features without prior notice to You. However, We will use our best efforts to notify You of purposeful and known changes or alterations to the Services or Your files. You shall never be obligated to download software from Us to use the Services and updates shall be uploaded to the internet by Our personnel.
Other Persons Rights
Some of Your files may be the protected personal property or intellectual property of others. You take full responsibility for these types of files and agree to not use the Services to improperly or illegally copy, upload, transfer, download or share these files. You agree to defend, hold harmless and indemnify Us against third-parties enforcing ownership or other rights to Your files.
Incorporated Manuals + Support
ClaimKit Intellectual Property
ClaimKit®, Privity™ and all logos, product names, brands and marks are the registered and unregistered trademarks and proprietary marks of ClaimKit Inc. and its successors. The website, Terms, Privity web application and the Incorporated Policies are all subject to copyright. These Terms do not grant You any right, title or interest in the Services, software or other ClaimKit content. All ClaimKit intellectual property is extremely valuable to Us and is protected to the largest extent possible by foreign and domestic laws. Infringement upon or misuse of this intellectual property is a material breach of these Terms and violation of law.
Limitation of Liability
You and ClaimKit each waive any rights to consequential damages. ClaimKit is not responsible for delays or access limitations due to Force Majeure, acts of god, severe storms, terrorism or catastrophe. ClaimKit shall not be deemed in default of these Terms except for cases of gross negligence or wanton and willful actions. If for any reason, allowable under these Terms, ClaimKit is found to be in default of these Terms and liable to You, then the maximum amount that You are entitled to recover from us, for any and all claims, injuries, expenses, losses, and damages, attorneys and other professional fees, and costs, cumulatively, shall be limited to (a) the total amount of fees that You have paid to ClaimKit for the prior three (3) months of Privity service, less any refunds already issued, plus (b) a liquidated sum of no more than $1,000.00. You have considered this limitation clause and agree that the liquidated sum provided is more than adequate to cover Your expected claims, loss or damages.
While ClaimKit strives to provide top-notch service, it cannot assure You of complete and flawless operation. ClaimKit expressly disclaims any and all warranties including the warranty of habitability, merchantability, fitness for a particular purpose, and/or anything else, to the furthest extent permitted by law. ClaimKit does not provide assurances or guarantees that Your files will be completely protected from corruption, invasion, or other infringement. It is understood and agreed that there are no warranties, express or implied, as to the safety, structure, compatibility or suitability of any the Services and ClaimKit does not warrant the suitability and safety of any server, website or files.
You may terminate these Terms by notice to Us that You would like to cancel Your account. If You terminate Your account, You will forfeit any fees that have already been paid to ClaimKit and Your files and projects will be removed from Privity. If You would like to have ClaimKit continue to store Your files, You may elect to pay an archive fee to do so.
We may elect to terminate these Terms immediately, without notice to You, if (a) You fail to pay all fees required by ClaimKit within thirty (30) days of invoicing, (b) You commit a material breach of any term of these Terms, (c) Your files infringe upon another’s rights as provided herein, (d) the entity that manages Your personal account informs Us to remove Your access, or (e) one (1) year has elapsed since activity on Your account. ClaimKit is entitled to retain all fees after termination, regardless of the reason for termination. You shall no longer have any of the rights provided within these Terms, including without limitation the use of the website, Privity and other Services.
Claims & Disputes
ClaimKit limits the amount of time within which You can bring a claim for loss, damage, expense, cost or other recovery. If You have sustained any claim or have been damaged in any way by ClaimKit, then You must provide immediate written notice to Us within ninety (90) days, otherwise You waive Your claim. You, or any assignee or subrogee, agree that the written notice required by this section is a condition precedent to filing a legal action; no person shall be entitled to raise any claim, action, or proceeding unless first having complied with this express condition of written notice. Notice of a claim may be raised by email to ClaimKit’s legal department. Any and all notices to You shall be made by sending an email to Your registered email used for Your account.
You agree to defend, indemnify and hold harmless ClaimKit from and against any and all liabilities of every nature, including but not limited to consequential, incidental and special damages, costs, claims, penalties, fines, forfeitures, causes of action, or suits and the costs and expenses incident thereto, including costs of defense, negotiation, preparation, settlement and reasonable attorneys’ fees, which ClaimKit may incur, suffer, or be responsible for, by reason of their involvement in Your Project.
Modification of Terms
Amendments and modifications to these Terms may be published at any time. If a modification is material, We will use our best efforts to provide notice via email or via our blog. But, You agree to routinely review the published Terms and further agree that Your continued use of the Services shall be governed by any modified Terms. If You disagree with modified Terms, please discontinue use.
These Terms, inclusive of the Incorporated Policies, sets forth all the agreements between the You and Us and there are no covenants, promises, agreements, conditions, or understandings, either oral or written, between them other than those stated herein. If any section or provision shall be deemed to be illegal, invalid or unenforceable for any reason, it shall not affect the legality, validity or enforceability of these Terms or other sections of these Terms. Any section or provision, which is intended to survive termination of these Terms, shall survive and be enforceable. Any waiver by either party of any provision or condition of these Terms must be expressed in writing and shall not be construed or deemed to be a waiver of any other provision or condition of these Terms, nor a waiver of a subsequent breach of the same provision or condition. These Terms are governed by the laws of Kansas and You agree that any and all disputes arising from these Terms must be resolved through binding arbitration exclusively in Johnson County, Kansas, where You agree to personal jurisdiction and venue. These Terms and Policies shall be considered mutually negotiated, shall be given neutral interpretation, and shall not be interpreted against ClaimKit.