Non-Disclosure and Website User Agreement

Website User Agreement

Introduction.

These Website Standard Terms And Conditions (these “Terms” or these “Website Standard Terms And Conditions”) contained herein on this webpage, shall govern your use of this website, including all pages within this website (collectively referred to herein below as this “Website”). These Terms apply in full force and effect to your use of this Website and by using this Website, you expressly accept all terms and conditions contained herein in full. You must not use this Website, if you have any objection to any of these Website Standard Terms And Conditions.

Restrictions.

You are expressly and emphatically restricted from all of the following:
publishing any Website material in any media;
selling, sublicensing and/or otherwise commercializing any Website material;
publicly performing and/or showing any Website material;
using this Website in any way that is, or may be, damaging to this Website;
using this Website in any way that impacts user access to this Website;
using this Website contrary to applicable laws and regulations, or in a way that causes, or may cause, harm to the Website, or to any person or business entity;
engaging in any data mining, data harvesting, data extracting or any other similar activity in relation to this Website, or while using this Website;
using this Website to engage in any advertising or marketing;
Certain areas of this Website are restricted from access by you and ClaimChoice may further restrict access by you to any areas of this Website, at any time, in its sole and absolute discretion.  Any user ID and password you may have for this Website are confidential and you must maintain confidentiality of such information.

Your Content.

In these Website Standard Terms And Conditions, “Your Content” shall mean any audio, video, text, images or other material you choose to display on this Website. With respect to Your Content, by displaying it, you grant ClaimChoice a non-exclusive, worldwide, irrevocable, royalty-free, sublicensable license to use, reproduce, adapt, publish, translate and distribute it in any and all media.
Your Content must be your own and must not be infringing on any third party’s rights. ClaimChoice reserves the right to remove any of Your Content from this Website at any time, and for any reason, without notice.

No warranties.

This Website is provided “as is,” with all faults, and ClaimChoice makes no express or implied representations or warranties, of any kind related to this Website or the materials contained on this Website. Additionally, nothing contained on this Website shall be construed as providing consult or advice to you.

Limitation of liability.

In no event shall ClaimChoice, nor any of its officers, directors and employees, be liable to you for anything arising out of or in any way connected with your use of this Website, whether such liability is under contract, tort or otherwise, and ClaimChoice, including its officers, directors and employees shall not be liable for any indirect, consequential or special liability arising out of or in any way related to your use of this Website.

Indemnification.

You hereby indemnify to the fullest extent ClaimChoice from and against any and all liabilities, costs, demands, causes of action, damages and expenses (including reasonable attorney’s fees) arising out of or in any way related to your breach of any of the provisions of these Terms.

Severability.

If any provision of these Terms is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein.

Variation of Terms.

ClaimChoice is permitted to revise these Terms at any time as it sees fit, and by using this Website you are expected to review such Terms on a regular basis to ensure you understand all terms and conditions governing use of this Website.

Assignment.

ClaimChoice shall be permitted to assign, transfer, and subcontract its rights and/or obligations under these Terms without any notification or consent required. However, .you shall not be permitted to assign, transfer, or subcontract any of your rights and/or obligations under these Terms.

Entire Agreement.

These Terms, including any legal notices and disclaimers contained on this Website, constitute the entire agreement between ClaimChoice and you in relation to your use of this Website, and supersede all prior agreements and understandings with respect to the same.

Governing Law & Jurisdiction.

These Terms will be governed by and construed in accordance with the laws of the State of Michigan, and you submit to the non-exclusive jurisdiction of the state and federal courts located in Michigan for the resolution of any disputes.

Sales & Marketing
ClaimChoice has requested and the Recipient agrees that the Recipient will protect the confidential material and information which may be disclosed between ClaimChoice and the Recipient. Therefore, the parties agree as follows:


Non-Disclosure Agreement

This Non-Disclosure Agreement (this “Agreement”) is made effective as of the date of Broker Application completion, by and between ClaimChoice, LLC (the “Owner”), of PO Box 362, Royal Oak, MI, and the user submitting the application.

I. CONFIDENTAIL INFORMATION.

The term “Confidential Information” means any information or material which is proprietary to ClaimChoice, whether or not owned or developed by ClaimChoice, which is not generally known other than by ClaimChoice, and which the Recipient may obtain through any direct or indirect contact with ClaimChoice. Regardless of whether specifically identified as confidential property, Confidential Information shall include any information provided by ClaimChoice concerning the business, technology and information of ClaimChoice and any third party with which ClaimChoice deals, including, without limitation, business records and plans, trade secrets, technical data, product ideas, contracts, financial information, pricing structure, discounts, computer programs and listings, source code and/or object code, copyrights and intellectual property, inventions, sales leads, strategic alliances, partners, vendor partners, and customer and client lists. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential.

A. “Confidential Information” does not include:

  • matters of public knowledge that result from disclosure by ClaimChoice;
  • information rightfully received by the Recipient from a third party without a duty of confidentiality
  • information independently developed by the recipient;
  • information disclosed by operation of law;
  • information disclosed by the Recipient with the prior written consent of ClaimChoice;
    and any other information that both parties agree in writing is not confidential.

II. PROTECTION OF CONFIDENTIAL INFORMATION.

The Recipient understands and acknowledges that the Confidential Information has been developed or obtained by ClaimChoice by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of ClaimChoice which provides ClaimChoice with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the receipt by the Recipient of the Confidential Information, the Recipient agrees as follows:

A. No Disclosure. The Recipient will hold the Confidential Information in confidence and will not disclose the Confidential information to any person or entity, outside a sales prospect or current client, without the prior written consent of ClaimChoice.

B. No Copying/Modifying. The recipient will not copy or modify any Confidential Information without the prior written consent of ClaimChoice.

C. Unauthorized Use. The Recipient shall promptly advise ClaimChoice if the Recipient becomes aware of any possible unauthorized use of the Confidential Information.

D. Application to Employees. The Recipient shall not disclose any Confidential Information to any employees of the Recipient, except those who are required to have the Confidential Information in order to perform their job duties in connection with the limited purpose of this agreement. Any permitted employee working for the Recipient will fall under the confidentiality of this agreement.

III. UNAUTHORIZED DISCLOSURE OF INFORMATION – INJUNCTION.

If it appears that the Recipient has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, ClaimChoice shall be entitled to an injunction to restrain the Recipient from disclosing the Confidential Information in whole or in part. ClaimChoice shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.

IV. NON-CIRCUMVENTION.

For a period of one (1) year after the end of this Agreement, the Recipient will not attempt to do business with, or otherwise solicit any business contacts found or otherwise referred by ClaimChoice to the Recipient for the purpose of circumventing, the result of which shall be to prevent ClaimChoice from realizing or recognizing profit, fees, or otherwise, without the specific written approval of ClaimChoice. If such circumvention shall occur ClaimChoice shall be entitled to any commissions due pursuant to this Agreement or relating to such transaction.

V. RETURN OF CONFIDENTIAL INFORMATION.

Upon the written request of ClaimChoice, the Recipient shall return to ClaimChoice all written materials containing the Confidential Information. The Recipient shall also deliver to ClaimChoice written statements signed by the Recipient certifying that all materials have been returned within five (5) days of receipt of the request.

VI. RELATIONSHIP OF PARTIES.

Neither party has an obligation under this Agreement to purchase any service from the other party, or commercially offer any products using or incorporating the Confidential Information. This Agreement does not create any agency, partnership, or joint venture.

VII. NO WARRANTY.

The Recipient acknowledges and agrees that the Confidential Information is provided on an “AS IS” basis. CLAIMCHOICE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHAHT ABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE OWNER BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION. ClaimChoice does not represent or warrant that any product or business plans disclosed to the Recipient will be marketed or carried out as disclosed, or at all. Any actions taken by the Recipient in response to the disclosure of the Confidential Information shall be solely at the risk of the Recipient.

VII. LIMITED LICENSE TO USE.

The Recipient shall not acquire any intellectual property rights under this Agreement except the limited right to use as set forth above. The Recipient acknowledges that, as between ClaimChoice and the Recipient, the Confidential Information and all related copyrights and other intellectual property rights, are (and at all times will be) the property of ClaimChoice, even if suggestions, comments, and/or ideas made by the Recipient are incorporated into the Confidential Information or related materials during the period of this Agreement.

IX. INDEMNITY.

Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third party claims, demands, liabilities, costs and expenses, including reasonable attorney’s fees, costs and expenses resulting from the indemnifying party’s material breach of any duty, representation, or warranty under this Agreement.

X. ATTORNEY’S FEES.

In any legal action between the parties concerning this Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees and costs.

XI. TERM.

The obligations of this Agreement shall survive three (3) years from the Effective Date or until ClaimChoice sends the Recipient written notice releasing the Recipient from this Agreement. After that, the Recipient must continue to protect the Confidential Information that was received during the term of this Agreement from unauthorized use or disclosure for an additional one (1) year.

XII. GENERAL PROVISIONS.

This Agreement sets forth the entire understanding of the parties regarding confidentiality. Any amendments must be in writing and signed by both parties. This Agreement shall be construed under the laws of the State of Michigan. This Agreement shall not be assignable by either party. Neither party may delegate its duties under this Agreement without the prior written consent of the other party. The confidentiality provisions of this Agreement shall remain in full force and effect at all times in accordance with the term of this Agreement. If any provisions of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement.

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