Terms and Conditions
PLEASE READ BEFORE USING THE STREAM CLAIMS, INC. (THE "COMPANY") SERVICES YOU HAVE LICENSED. BY USING THE SERVICES, YOU AND THE ENTITY OR COMPANY THAT YOU REPRESENT (TOGETHER, "CUSTOMER") ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND IS BECOMING A PARTY TO THESE TERMS OF SERVICE (THE "TERMS"). IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS AND CONDITIONS OF THESE TERMS, USE OF THE SERVICES IS STRICTLY PROHIBITED. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS AND CONDITIONS.
1. Services
Subject to all terms and conditions of these Terms and Customer's compliance therewith, Company hereby grants Customer a limited, personal, non-sublicensable, non transferable, royalty-free, nonexclusive license to access and use the Company's Software-as-a-Service platform (the "Services") at https://www.stream.claims , which may include the Company's website(s) and platform together with all related information, tools, data, APIs, content and documentation solely for (i) Customer's internal business purposes and (ii) other purposes separately authorized by Company in writing. The Services are subject to the specific terms set forth on an order form (an "Order Form") and are subject to modification from time to time at Company's sole discretion for any purpose deemed appropriate by Company. Company will use reasonable efforts to give Customer prior notice of any modification that will materially diminish features or functionalities of the Services.
Subject to all terms and conditions of these Terms and Customer's compliance therewith, Company makes the Services available to Customer in accordance with the support and availability guarantees set forth on the Order Form (if any). Notwithstanding the foregoing, Company may suspend Customer's access to the Services (i) for scheduled or emergency maintenance or (ii) in the event Customer is in material breach of these Terms, including failure to pay any amounts due to Company. Company will use commercially reasonable efforts to provide notice to Customer prior to any scheduled maintenance.
2. Customer Data
The parties acknowledge that certain information is to be provided by Customer ("Customer Data"). Company will not be liable for any failure to perform Services that is caused by Customer's delay in or failure to provide Customer Data. Customer grants Company a world-wide, non-exclusive, royalty-free license during the Service Term to use and distribute Customer Data for the purpose of fulfilling Company's obligations hereunder these Terms. Customer represents and warrants that it has all rights, consents, and authorizations necessary to provide the Customer Data and to grant the foregoing license. If these Terms are terminated, the foregoing license will automatically terminate in respect of any future Customer Data, but not in respect of any Customer Data already provided.
Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data, including provision of necessary information about the processing of Customer Data under these Terms to data subjects if necessary. Customer shall indemnify Company for any claim that the Customer Data (i) infringes or violates the intellectual property or other rights of a third party or (ii) violates applicable law. Additionally, Company may use aggregated and de-identified Customer Data solely for the internal purpose of improving the Services.
3. Restrictions
Customer will not, and will not permit any third party to: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any software, documentation or data related to the Services (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); modify, translate, or create derivative works based on the Services; use the Services for timesharing or service bureau purposes or for any purpose other than its own use for the benefit of its end users and customers; or use the Services other than in accordance with these Terms and in compliance with all applicable laws and regulations (including but not limited to applicable U.S. privacy laws), intellectual property, consumer and child protection, obscenity, or defamation). Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance, and local telephone service (collectively, "Equipment").
4. Customer Responsibilities
Customer shall be responsible for ensuring that such Equipment is compatible with the Services and complies with all configurations and specifications set forth in Company's published policies then in effect. Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer's knowledge or consent. Additionally, Customer agrees to be bound by any end-user software agreements that govern the installation and use of such Equipment. Customer will cooperate with Company in connection with the performance of these Terms by making available such personnel and information as may be reasonably required and taking such other actions as Company may reasonably request. Customer will also cooperate with Company in establishing a password or other procedures for verifying that only designated employees of Customer have access to any administrative functions of the Services. Customer will be responsible for maintaining the security of Customer's account passwords (including but not limited to administrative and user passwords), and for all uses of Customer's account with or without Customer's knowledge or consent.
5. Confidential Information
Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose information relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after three years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required by law. In any event, Company may use for development, diagnostic and corrective purposes any data and information it collects relating to the Services.
Both Parties will have the right to disclose the existence but not the terms and conditions of these Terms, unless such disclosure is approved in writing by both Parties prior to such disclosure, or is included in a filing required to be made by a Party with a governmental authority (provided such party will use reasonable efforts to obtain confidential treatment or a protective order) or is made on a confidential basis as reasonably necessary to potential investors or acquirers. Customer acknowledges that Company does not wish to receive any Proprietary Information from Customer that is not necessary for Company to perform its obligations under these Terms, and, unless the parties specifically agree otherwise, Company may reasonably presume that any unrelated information received from Customer is not confidential or Proprietary Information.
6. Privacy Policy
Customer's use of the Services is subject to the Stream Claims Privacy Policy. Please review our Privacy Policy which also governs the Services and informs Customers of our data collection practices.
7. Data Processing
(a) Each party will comply with applicable U.S. privacy laws in connection with personal information processed under these Terms.
(b) Where Company processes personal information on Customer's behalf, Company will: (i) process such information only as necessary to provide the Services or as otherwise instructed by Customer; (ii) maintain reasonable administrative, technical, and physical safeguards designed to protect personal information against unauthorized access, use, or disclosure; (iii) notify Customer without undue delay after becoming aware of any unauthorized access to or disclosure of Customer Data; and (iv) reasonably assist Customer in responding to verifiable consumer rights requests under applicable U.S. state privacy laws.
(c) If, in Company's reasonable opinion, the data protection provisions of these Terms need to be amended in order to comply with Company's obligations under applicable laws, Company may amend this section upon thirty (30) days' notice to Customer.
8. Intellectual Property
Except as expressly set forth herein, Company alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Services or any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Customer or any third party relating to the Services, which are hereby assigned to Company. Customer will not copy, distribute, reproduce, or use any of the foregoing except as expressly permitted under these Terms. These Terms is not a sale and does not convey to Customer any rights of ownership in or related to the Services, or any intellectual property rights. Company shall hold Customer and its respective officers, directors, employees, agents harmless from liability to unaffiliated third parties resulting from infringement by the Services of any United States patent or any copyright or misappropriation of any trade secret. The foregoing obligations do not apply with respect to portions or components of the Services (i) not created by Company including Customer Data, (ii) resulting in whole or in part in accordance from Customer specifications, (iii) that are materially modified after delivery by Company, (iv) combined with other commercially unforeseen products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer's use of is not strictly in accordance with these Terms. Company's indemnification obligations under this Section are contingent on Customer providing Company: (i) prompt written notice of the claim; (ii) the unconditioned right to control the defense and settlement of such claim; and (iii) reasonable cooperation in the defense of such claim, at Company's expense.
Customer may submit questions, comments, suggestions, ideas, original or creative materials or other information about the Company or the Services (collectively, "Feedback"). Feedback is non-confidential and shall become the sole property of the Company. Company shall own exclusive rights, including, without limitation, all intellectual property rights, in and to such Feedback and shall be entitled to the unrestricted use and dissemination of this Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to Customer.
9. Payment of Fees
(a) Payment Terms. Customer will pay Company the then applicable fees for the Services (the "Subscription Fee") in accordance with the payment method set forth on the Order Form. The billing period is from the first day to the last day of each calendar month, on a per form basis as set forth in the Order Form. Unpaid Fees are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company's net income. If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company's Customer Support at info@stream.claims.
(b) Payment Processor. Customer hereby authorizes our third-party payment processor, Stripe, Inc. ("Payment Processor") to charge and process the fees and charges assessed in connection with the Services. Company may ask Customer to supply information relevant to processing the payments for the Services including credit card number, the expiration date of credit card, and email and mailing addresses for billing and notification (such information, "Payment Information"). While Company take reasonable efforts to ensure secure transmission of Customer information to third parties who assess and process payments, Company is not responsible for any fees or charges assessed by third parties or any errors in the processing of payments by third parties, including any errors that result from third-party negligence, improper transmission of payment information, Customer's mistaken submission of payment information, or Customer's submission of erroneous payment information. Customer agrees to be bound by Payment Processor's terms of service at https://stripe.com/ssa. The Payment Processor is responsible for transacting such payments through its platform, and Customer agrees to release and hold Company harmless from any errors, negligence, or misconduct by the Payment Processor. Customer authorizes Payment Processor to directly remit to Company any applicable fees owed due pursuant to these Terms.
10. Free Trials
Customer may request a free trial to evaluate the Services, which shall be governed by these Terms ("Free Trial"). During the Free Trial, the Customer may make such use of the Services as designated by Company in order to evaluate it for future use in its business, but not for any other purpose (including for business and/or commercial use). Company reserves the right to suspend, limit or extend a Free Trial at any time in its sole discretion. On expiry of the Free Trial, access to the Services will be subject to the payment terms set forth in the Order Form. Only one Free Trial per Customer is allowed and subsequent Free Trial requests may be rejected by the Company.
11. Term; Termination
The Services are provided for the period set forth on the applicable Order Form. On expiration of the Initial Term or any Renewal Term, the Term will automatically renew for a further period of one (1) year (each a "Renewal Term") unless either Party gives notice of termination. Each renewal term is subject to a price increase, unless otherwise stated in the applicable Order Form.
An Order Form may be terminated (i) by providing thirty (30) days' notice to the other Party, (ii) for a material breach of the Agreement by the other Party, if such breach is curable and such other Party has not cured the breach within 30 days of receiving notice that it is in breach; (iii) immediately, upon notice, if the other Party (a) is adjudged insolvent or bankrupt, (b) has instituted against it, and not dismissed within 30 days after filing, or institutes any proceeding seeking relief, reorganization or arrangement under any laws relating to insolvency, (c) makes any assignment for the benefit of creditors, (d) appoints a receiver, liquidator or trustee of any of its property or assets, or (e) liquidates, dissolves or winds up its business, or (iv) immediately if any change occurs in any applicable laws or regulations that would, in that Party's reasonable opinion, render the Party's performance hereunder illegal or otherwise subject to legal challenge.
Upon termination of an Order Form for any reason: (a) all licenses granted under these Terms shall immediately terminate; (b) Customer shall return and make no further use of, or access, the Services, documentation and other items (and all copies of them) belonging to the Company (if any); (c) all amounts payable to Company by Customer shall become immediately due and owing; and (d) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability shall not be affected or prejudiced. All subscription fees are non-refundable. In the event of termination prior to end of the term stated in the Order Form, Customer will not be entitled to a prorated refund of the Annual Subscription Fee.
12. Warranty Disclaimer
COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. THE SERVICES ARE PROVIDED "AS IS" AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
13. Indemnities
Customer hereby indemnifies Company from and against any and all losses, damages, claims, costs and expenses (including reasonable external legal expenses) suffered or incurred by or awarded against the Company as a result of, or in connection with, any Customer Data or the Company's receipt, possession and/or use, in accordance with these Terms, of any Customer Data.
Company will indemnify Customer from and against any and all losses, damages, claims, costs and expenses (including reasonable external legal expenses) suffered or incurred by or awarded against the Customer as a result of any claim against the Customer by a third party that Customer's use of the Services infringes the intellectual property rights of any person (save to the extent caused by the Customer Data).
14. Limitation of Liability
IN NO EVENT WILL COMPANY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THESE TERMS, THE DELAY OR INABILITY TO USE THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THESE TERMS OR OTHERWISE ARISING FROM THESE TERMS, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE TOTAL LIABILITY OF COMPANY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE THE FEES PAID TO COMPANY HEREUNDER IN THE SIX (6) MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
15. Class Action Waiver
Any action under these Terms will take place on an individual basis; class and representative or collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, no judge may consolidate more than one person's claims or otherwise preside over any form of representative or class proceeding.
16. Entire Agreement
Unless otherwise specified herein, these Terms constitute the entire agreement between Company and Customer with respect to the Services and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between Company and Customer.
17. Changes to Terms
Company may modify these Terms from time to time. The most current version will supersede all previous versions. For material changes adverse to Customer, Company will provide at least thirty (30) days' prior notice. Customer's sole remedy for any such material adverse change is to terminate the applicable Order Form during that notice period without further obligation, except for fees accrued prior to termination. Customer's continued use of the Services following the notice period constitutes acceptance of the amended Terms.
18. Relationship Between the Parties
The parties are independent contractors and nothing in these Terms shall be construed as making either party the partner, joint venturer, agent, legal representative, employer, contractor, or employee of the other. Each Party has sole responsibility for its activities and its personnel and shall have no authority and shall not represent to any third party that it has the authority to bind or otherwise obligate the other party in any manner.
19. Severability
If any term, clause or provision of these Terms is held invalid or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.
20. Force Majeure
Neither party shall have any liability or be deemed to be in breach of these Terms for any delays or failures in performance of these Terms which result from circumstances beyond the reasonable control of that party including, without limitation, any of the following: power failure, act of God, governmental act, war, fire, flood, explosion, or civil commotion. The party affected by such circumstances shall promptly notify the other party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If an event of force majeure occurs and lasts for more than 90 days either party may give written notice to the other to terminate these Terms and neither party will have any liability to the other except that Customer will remain liable for any unpaid Fees for services already rendered.
21. Export Controls
The Services originate in the United States and are subject to United States export laws and regulations. The Services may not be exported or re-exported by Customer to certain countries, or those persons or entities prohibited from receiving exports from the United States. In addition, the Services may be subject to the import and export laws of other countries. Customer agrees to comply with all United States and foreign laws related to use of the Services.
22. U.S. Government Matters
The Services are subject to the trade laws and regulations of the United States and other countries, including the Export Administration Regulations (EAR, 15 CFR Part 730 et seq.) and the sanctions programs administered by the Office of Foreign Assets Control (OFAC, 31 CFR Part 500). Customer will not import, export, re-export, transfer or otherwise use the Services in violation of these laws and regulations, including by engaging in any unauthorized dealing involving (i) a U.S. embargoed country, (ii) a party included on any restricted person list, such as the OFAC Specially Designated Nationals List, or the Commerce Department's Denied Persons List or Entity List, or (iii) the design, development, manufacture, or production of nuclear, missile, or chemical or biological weapons. By using the Services, Customer represents and warrants that Customer is not located in any such country or on any such list. Customer will not engage in activity that would cause Company to be violation of these laws and regulations, and will indemnify Company for any fines, penalties or other liabilities incurred by Company for Customer's failure to comply with this provision.
23. Electronic Communications
Customer hereby consents to receive electronic communications from Company and Customer agrees that all agreements, notices, disclosures, and other communications that Company provides to Customer electronically, via email and on the Services, satisfy any legal requirement that such communications be in writing.
24. Governing Law
These Terms are governed by the laws of the state of New York, without regard to its conflict of laws principles. Both parties submit to the exclusive jurisdiction of the courts located in New York County, New York in relation to any dispute arising out of or in connection with these Terms or its subject matter, but the Company is also entitled to apply to any court worldwide for injunctive or other remedies in order to protect or enforce its Intellectual Property Rights.
25. Miscellaneous
Customer shall not, without the prior written consent of Company, assign any of its rights or obligations under these Terms. These Terms may not be modified except in writing signed by the authorized representatives of all the parties to these Terms. Neither party shall make or issue any announcement or public circular relating to the subject matter of these Terms without the prior written approval of the other. Neither party shall, at any time during the Term and thereafter, make any public statements or representations, which may disparage the other party or otherwise adversely affect the other party's reputation. Company may list Customer's name and logo on Stream's website and in investor or customer-listing presentations to identify Customer as a customer. Any other use of Customer's name or logo, including in case studies, press releases, or marketing campaigns, requires Customer's prior written consent. Each of the parties acknowledges and agrees that in entering into these Terms it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these Terms or not) relating to the subject matter of these Terms, other than as expressly set out in these Terms.
Contact Us
If you have questions, comments, or concerns regarding these Terms & Conditions, please contact us and we will respond to your request within a reasonable timeframe. Please include the following information in your request: (a) Your name; (b) Your contact information, including phone number and email address; and (c) The precise nature of your request, inquiry, or complaint. You may contact us at:
By website: www.stream.claims
By email: info@stream.claims
By mail: 169 Madison Ave #2417, New York, NY 10016, United States
