This agreement (“Agreement”) is made by and between OraClaim, Inc. (“OraClaim”) and users (“you” or “Customer”) of OraClaim’s proprietary software platform and related products and services (collectively, the “Service”). This Agreement, together with any OraClaim Purchase Order forms (which, when executed by Customer shall become part of this Agreement), govern your use of the Service. By accessing or using the Service, you agree to be bound by this Agreement.
During the Term of this Agreement, you are granted a limited, non-exclusive, non-transferable, and revocable license to access and use the Service for your internal business purposes, subject to the terms of this Agreement. You shall not modify, reproduce, resell, create derivative works based on, or distribute the Service to any third party without the express written consent of OraClaim.
The Service and all intellectual property rights related to it are owned by OraClaim or its licensors. You agree not to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, underlying ideas, or proprietary information concerning the Service provided.
You retain all right, title and interest (including any and all intellectual property rights) in and to the documents you upload to the Service (“Customer Data”). Customer grants to OraClaim a non-exclusive, worldwide, royalty-free right to process the Customer Data and any information you enter or provide to the Service to the extent necessary to provide the Service to you, to prevent or address service or technical problems with the Service, or as may be required by law.
The Service and any features offered are provided "as is" and "as available," without any guarantees, warranties, or conditions of any kind, either express or implied, including but not limited to warranties of fitness or merchantability.
OraClaim is committed to providing reliable and prompt support for our Service, guaranteeing a response time of one business day for any issues submitted within our business hours of 9 am - 5 pm Pacific Time, Monday through Friday, excluding standard U.S. holidays. Issues must be submitted via the official channels provided to you upon commencement of your Service.
As part of your use of the Service, OraClaim may collect feedback from you regarding the performance and functionality of the Service. You grant OraClaim a non-exclusive, royalty-free, worldwide, irrevocable, and perpetual right to use and incorporate such feedback into its software and services without compensation or acknowledgment.
OraClaim takes the privacy and security of your data very seriously and implements industry standard practices to protect your data. OraClaim’s commitment and obligations with respect to the privacy and security of your data in connection with your use of the Service are set forth in OraClaim’s Privacy & Security Policy at the end of the Terms of Service.
To ensure quality, improve performance, develop new services, comply with information privacy regulations, and other business purposes, OraClaim collects anonymized, proprietary data concerning Customer usage of the Service. You expressly agree that OraClaim may compile, collect, and aggregate fully de-identified usage data derived from Customer’s use of the Service (“Aggregated Data”) for such purposes. Aggregated Data shall not include any underlying proprietary, private, or otherwise sensitive information belonging to the Customer. Customer hereby expressly agrees that OraClaim may exploit, share, and publish Aggregated Data for any business purpose. Customer hereby grants OraClaim a perpetual, irrevocable, worldwide, royalty-free license to use the Aggregated Data for the aforementioned purposes.
OraClaim connects with third-party software platforms as part of providing the Service, each of which are governed by their own respective terms and privacy policies.
By using the Service, you acknowledge, accept, and agree to comply with the terms and policies governing such third-party service(s). OraClaim is not responsible for the privacy practices, content, or availability of third-party services integrated with the Service, nor shall OraClaim be liable for any claims or losses of any kind in connection with your use of such third-party services in connection with the Service.
No Legal Advice or Guarantee of Accuracy
The Service is intended to be used by lawyers, claims professionals, and their support staff. As such, the Service may generate written work product, insights, and other outputs pertaining to legal claims or other matters (“Outputs”). Any such Outputs are not, and shall not be considered, legal advice, or a substitute for legal advice, and you should consult with a lawyer before relying on Outputs for any legal purpose.
OraClaim endeavors to ensure the accuracy and reliability of information processed by the Service, however, OraClaim cannot guarantee the accuracy of all information or Outputs generated by the Service. Therefore, OraClaim does not warrant the accuracy or completeness of any Outputs from the Service. You should carefully review any Outputs for accuracy and completeness.
OraClaim expressly disclaims, and Customer agrees to hold OraClaim harmless from and against any liability for the inaccuracy or incompleteness of any Outputs or consequences, losses, or damages resulting from Customer’s use of, or reliance on, the Service or its Outputs.
Limitation of Liability
To the fullest extent permitted by applicable law, unless caused by gross negligence or intentional misconduct, OraClaim shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to loss of profits, revenue, data, or other intangible losses arising out of or in connection with your use of, or inability to use, the Service, regardless of the basis of the claim, even if the provider has been advised of the possibility of such damages.
OraClaim shall not be liable for any service interruptions, delays, or failures caused by circumstances beyond its reasonable control, including but not limited to Acts of God, telecommunications, servers, or internet network failures, fires, strikes, labor disputes, riots, wars, hostilities, acts of terrorism, or government orders.
Except with respect to OraClaim’s limited indemnity obligation set forth in this Agreement, OraClaim's total aggregate liability to you for any damages arising from or related to this Agreement shall not exceed the fees paid by you to OraClaim for the Service in the 12 months preceding the event giving rise to the claim.
You acknowledge that the disclaimers and limitations set forth in this Agreement reflect a reasonable and fair allocation of risk between you and OraClaim, and that the pricing and other terms of service provided hereunder reflect such allocation of risk and the limitations of liability contained herein.
Indemnification
Indemnification of OraClaim: You agree to indemnify, defend, and hold harmless OraClaim, its affiliates, and their respective shareholders, officers, directors, employees, and agents from any third-party claims, demands, liabilities, costs, or expenses arising from your use of the Service or violation of this Agreement.
Indemnification of Customer: OraClaim shall defend, indemnify, and hold harmless the Customer, its officers, directors, employees, and agents, from and against any claims brought by a third party alleging that the use of the Service as permitted hereunder infringes or misappropriates such third party's intellectual property rights. In order for Customer to invoke its rights under this section, Customer shall promptly notify OraClaim in writing of the third-party claim, cede control over its defense to OraClaim (including any settlement negotiations); and provide OraClaim with any necessary assistance to defend against the claim. OraClaim shall have no liability or obligation under this section if Customer has breached any provision of this Agreement; made modifications to the Service; combined, operated, or used the Service with other applications, portions of applications, product(s), data, or services where the Service would not by itself be infringing; failed to use an updated or modified version of the Service provided by OraClaim to avoid infringing activity; or used the Software in a manner contrary to the instructions given by OraClaim or beyond the scope of the rights granted in this Agreement.
Mitigation of Infringement: If the Service becomes, or in OraClaim's opinion is likely to become, the subject of an infringement claim, OraClaim may, at its sole option and expense obtain the right for Customer to continue using the Service; replace or modify the Service to make it non-infringing; or if neither of the aforementioned options are reasonably practicable, terminate this Agreement with respect to the infringing Service and refund any prepaid, unused fees for the Service.
Term and Termination
Your license to use and access the Service pursuant to this Agreement shall last for the time-period stated in your Purchase Order (the “Term”). Unless otherwise stated in your Purchase Order, the Term shall automatically renew for successive one (1) year periods unless terminated in writing at least thirty (30) days prior to the expiration of the applicable Term. Any termination in accordance with this paragraph shall take effect upon the natural expiration of the applicable Term.
Either party may terminate this Agreement at any time prior to the expiration of the Term if the other party materially breaches any of its obligations under this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof. Any termination in accordance with this paragraph shall take effect on the thirty first (31st) day after notice of breach was tendered provided the breach has not been cured at that time.
Upon termination of this Agreement or termination of your access to the Service, your right to access and use the Service shall immediately cease, and any outstanding fees shall become due and payable. OraClaim will destroy, or upon Customer’s written request made within thirty (30) days after termination, return Customer’s data within sixty (60) days of termination.
Upon termination of this Agreement for any reason, all provisions of this Agreement that by their nature should survive termination shall survive termination, including but not limited to, provisions regarding ownership, confidentiality, indemnity, disclaimer of warranties, limitation of liability, and any other provisions which by their nature are intended to survive termination.
Governing Law and Dispute Resolution
These Terms shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law provisions.
Any dispute, controversy, or claim arising out of or relating to this Agreement or your use of the Service, including the breach, termination, or validity thereof, shall be settled by arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures. The arbitration shall be conducted by a single arbitrator selected in accordance with the JAMS rules. The location of the arbitration shall be San Francisco, California unless otherwise mutually agreed by the parties. The arbitrator's decision shall be final and binding upon the parties and may be enforced in any court of competent jurisdiction. Each party shall bear its own costs and expenses related to the arbitration, including attorneys' fees and JAMS fees, unless otherwise determined by the arbitrator. Nothing in this arbitration agreement shall prevent either party from seeking injunctive relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights or confidential information.
The parties hereby waive any right to a trial by jury in connection with any arbitration or litigation arising out of or related to this Agreement.
The dispute resolution and arbitration provisions of this Agreement shall survive the termination or expiration of these Terms.
Changes to the Terms
OraClaim may update the terms of this Agreement from time to time with prior written notice to Customer. Your continued use of the Service constitutes acceptance of such updated terms.
Contact Us
If you have any questions or concerns about these Terms, including the Privacy & Security Policy below, please contact us at legal@oraclaim.com.