The Site and the Service (as defined below) are offered under the terms and conditions stated in this Terms of Use (these “Terms”) together with the other agreements and documents referenced herein, including any future amendments to any of the foregoing (collectively, the “Agreement”). By using the Site and/or the Service, either as a registered user, a recipient of an e-mail from a registered user, or the user of an eClaims Workflow (or any of the products within including but not limited to IME Logix and eMsg Secure Messaging), you agree to the Agreement. You agree the Agreement is a binding contract between you and IME Workflow Inc. (“eClaims Workflow “), the company that owns and operates the eClaims Workflow website (the “Site”). If you do not wish to be bound to these Terms, then immediately stop using the Site and the Service.
1. The Agreement. You agree that no contract or agreement is formed and you have no rights to the Service, unless and until IME Workflow has agreed to provide you the Service. You agree that eClaims Workflow may amend or modify the Agreement at any time. The changes become effective immediately upon posting such amended or modified terms on the Site or if eClaims Workflow otherwise notifies you of such amended or modified terms. You agree that, if you use the Site and/or the Service after eClaims Workflow so posts or provides such notice of such amendments or modifications, you have accepted the Agreement as amended or modified. If you do not accept and abide by such amended or modified Agreement, you may not use the Site or the Service. Subject to the Terms you may view the portions of the Site that are generally available to the public and download such portions (but only as strictly necessary to aid in the viewing of the Site and only if all copyright and other proprietary notices are duplicated) solely for the User’s personal, non-commercial uses.
2. The Service. The eClaims Workflow service is a computer file transfer and storage service offered by eClaims Workflow through the Site, the attributes and functionality of which varies depending on the level of service to which you may subscribe, all as more specifically described in the Site, together with the Support Services (the “Service”). One level of the Service includes accounts for limited Service to registered users and recipients of an email from a registered user or the user of a eClaims Workflow, who are not charged fees for use of the Service (each a “Free User”). Other levels of the Service to registered users are obtained by payment of fees (each a “Paid User”). eClaimsSubject to the other terms and conditions of the Agreement, agreement to the Agreement allows you utilize the Service in accordance with the applicable level specified only for your lawful purposes and only as strictly necessary to utilize the Services. Additional terms and restrictions applicable to use of Content are specified in this Agreement. Except as specifically stated in this Agreement, no other right or license is granted to you for the Site or the Service, and any other use is strictly prohibited.
3. Support Services. During the term and for Paid Users, the Service includes (a) a reasonable amount of assistance in the use of the Service and reasonable diagnosing and attempting to resolve problems with the use or delivery of the Service, and (b) updates and revisions to the Site and Services that eClaims Workflow elects to provide to Paid Users generally (collectively, the “Support Services”). Support Services are only provided during eClaims Workflow’s regular business hours and exclude weekends and eClaimsholidays. eClaims Workflow may condition the timing and delivery of Support Services in whatever method or manner it chooses, which may include communication via email or through the live support over the telephone. In order to take advantage of the Support Services, you may be required to purchase additional or different equipment or services from third parties. eClaims Workflow has no obligation to provide any other assistance, support, maintenance, or other services or to perform any assistance by any other method, such as at your location. If eClaims Workflow, in its sole discretion, agrees to provide any additional services, such additional service shall be governed by these Terms.
5. Your Obligations and Agreements. As a condition for using the Site and/or the Service, you understand and agree:
(a) Account Information. You will provide current, accurate, and complete information when registering for the Service. You will promptly inform eClaims Workflow if any of your account information changes (such as a change of address, a change of email address, the closing of an email account, and if you do not inform eClaims Workflow of the change, eClaims Workflow has the right to take appropriate action to protect its interests. In return, eClaims Workflow will maintain the information you provide in accordance with our Privacy Policy (as amended from time to time), which is available on the Site.
(b) Use by Minors. The Service is not available to minors. By accepting these Terms, you agree that you are capable of entering into a binding agreement.
(c) Security. You must comply with and not attempt to disable or circumvent any security device or procedure associated with the Site or the Service. You agree you are responsible for maintaining the confidentiality of the password you choose to use in conjunction with the Service. You may not allow anyone else to use your account without prior, written approval of eClaims Workflow. You agree that eClaims Workflow will not be liable for any loss you may incur as a result of someone else using your password, either with or without your knowledge. You agree not to impersonate anyone else, or falsely represent your affiliation with any other person or entity.
(d) Unlawful Use. You will not use the Site or Service, in whole or in part, for any unlawful purpose. It is not the responsibility of eClaims Workflow to monitor your activities to ensure compliance with any federal, provincial, or local laws or regulations, although eClaims Workflow reserves the right to do so at its discretion.
(e) Content. You are solely responsible for all your activities when using the Service, including, without limitation, all content you transmit through the Site or with the Service. eClaims Workflow is not responsible for the content of other persons (including, without limitation, Viruses or content available through links). eClaims Workflow does not have an obligation to monitor your activities, your content, or the content of other person, although eClaims Workflow reserves the right to do so in its sole discretion. eClaims Workflow may take any action with respect to your activities, your content, or the content of any other person as eClaims Workflow deems necessary (including, without limitation, accessing, reading, preserving, disclosing, removing, or refusing to distribute the same) in order to (1) satisfy any applicable law or governmental order, (2) enforce the Agreement or investigate any potential violation of the Agreement, (3) detect, prevent, or otherwise address acts of fraud or security or technical issues, (4) respond to requests for Support Services, (5) protect the rights, property, or safety of eClaims Workflow or any person or preserve any of the foregoing from liability, or (6) exercise any other right or remedy available to eClaims Workflow.
(f) Interference with Others. You will do nothing to impair the normal operation of the Site or Service, and you will do nothing to restrict or inhibit any other person from using and enjoying the Site and Service. You will do nothing that will damage or disable the Site or Service. You will not attempt to access unauthorized access to information or content belonging to any other party using the Site or Service.
eClaims(h) Disclosure of Information. eClaims Workflow, in its sole discretion, may disclose any information about you, your account, or your activities regarding the Service that eClaims Workflow deems necessary to satisfy any applicable law, regulation, legal process or governmental request or enforce the Agreement. The Site and the Service is offered, stored, and processed in Canada.
(i) Data Storage. When using the Service, your personal data is temporarily stored on our servers as part of the normal operating process of providing the Service. Regardless of any encryption used, or other precautions taken, you understand that eClaims Workflow cannot guarantee complete privacy with regard to the files you transmit over the Service. You agree that eClaims Workflow has no responsibility or liability for the deletion, corruption, or failure to store any data stored or transmitted by the Service. You eClaimsagree that you are responsible for keeping back-up copies of all files uploaded to the Service.
6. DMCA Complaints.
(a) Policy. It is eClaims Workflow ‘ policy to respond to notices of alleged infringement in compliance with the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws, which may include removing or disabling access to material claimed to be the subject of infringing activity. If eClaims Workflow removes or disables access to comply with the DMCA, eClaims Workflow will make a good-faith attempt to contact you so that you may make a counter notification pursuant to sections 512(g)(2) and (3) of the DMCA. It is eClaims Workflow ‘ policy to document all notices of alleged infringement on which eClaims Workflow acts. Please note that you will be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that a product or activity is infringing or not infringing the copyrights of others.
(b) Notice. To file a notice of infringement with eClaims Workflow, you must provide a written communication (by fax or regular mail-not by email, except by prior agreement) that: (1) identifies in sufficient detail the copyrighted work that you believe has been infringed, (2) identifies the material that you claim is infringing the copyrighted work you listed, including any file name, message ID, and/or URL of such material, (3) provides information reasonably sufficient to permit eClaims Workflow to contact you (email address is preferred), (4) includes the following statement: “I have a good faith belief that use of the copyrighted materials described above on the allegedly infringing web pages is not authorized by the copyright owner, its agent, or the law,” (5) is signed by you, and (6) is sent to the address or number written below.
(c) Counter Notice. You may make a counter notification pursuant to sections 512(g)(2) and (3) of the DMCA. When eClaims Workflow receives a counter notification, eClaims Workflow will reinstate the material in question. To file a counter notification, you must provide a written communication (by fax or regular mail-not by email, except by prior agreement) that: (1) identifies the specific file names, message IDs, and/or URLs of material that eClaims Workflow has removed or to which eClaims Workflow has disabled access; (2) includes your name, address, telephone number, email address, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located (or Toronto, if your address is outside of Canada), and that you will accept service of process from the person who provided notification to eClaims Workflow of infringement or an agent of such person; (3) includes the following statement: “I swear, under penalty of perjury, that I have a good faith belief that each search result or message identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled;” (4) is signed by you; and (5) is sent to the address or number written below.
7. Term, Termination, and Remedies.
(a) Term. If you are a Paid User, the term of the Services and the Agreement is month-to-month beginning at the first day of each calendar month (or, if you subscribed after the first of a calendar month, on the effective date of the beginning of the Services) and ending on the last day of each calendar month.
(b) eClaims Workflow Termination. Except as stated below, you agree that eClaims Workflow may modify, suspend, discontinue, or otherwise terminate the Service or the Agreement, on a temporary or permanent basis, at any time, in whole or in part, for any reason or no reason, with or without notice, and without liability to you. For example and without limitation, eClaims Workflow may terminate or suspend your access to the Service for lack of use; for failure to pay account fees within the period of time designated by eClaims Workflow; for registering more than one free account; for engaging in multiple, simultaneous uploads from within either one free account, or by using multiple free accounts; for maintenance of the Site or performance of Support Services; for failure to follow the rules posted on the Site or in these Terms; for actions outside these Terms; or for any other reason determined by eClaims Workflow. Unless you have violated the terms and conditions of the Agreement, if you are a Paid User, a material modification that negatively impacts the Service or a suspension, discontinuance, or other termination of the Service or the Agreement will occur at the end of the current term of the Service. Notwithstanding the foregoing, eClaims Workflow may make a material modification that negatively impacts the Service or suspend, discontinue, or otherwise terminate the Service or the Agreement at any time by refunding you the prorated portion of the fees you have paid for the current term of the Service through the end of that term. Continuation of the Service by a Paid User after any such material modification or suspension constitutes the Paid User’s agreement to waive any claim for any refund of fees.
(c) Other Remedies. In addition or as an alternative to termination, cancellation, or discontinuance of the Site and/or the Service, eeClaims Workflow may take whatever action is deems necessary or convenient, in its sole discretion, in the event of your breach of Agreement. Such actions may include, without limitation, suspending your access to the Site, the Service, or files or content in your account, deleting your account(s), deleting files you have uploaded, blocking your IP address, or any other legal means at eClaims Workflow ‘ disposal.
(d) Your Termination. You may cancel your use of the Services and the Site at any time by providing notice to eClaims Workflow. Except as otherwise stated in these Terms, you shall have no right to a refund of any fees paid, and you shall be obligated to make any payments due eClaims Workflow through the end of the term of the Services, if any.
(e) Effect of Termination. Upon expiration, termination, cancellation, or discontinuance of the Site and/or the Service to your right to use the Site and/or Service immediately ceases and you will have no right to access your account or any files or other content contained in your account, although residual copies may be retained in eClaims Workflow ‘ system. eClaims Workflow may retain any such files or other content at its discretion. The provisions of Sections 4 through 11 of these Terms shall survive the expiration, termination, cancellation, or discontinuance of the Site and/or the Service.
8. Disclaimer of Warranties. YOU EXPRESSLY UNDERSTAND AND AGREE THAT ECLAIMS WORKFLOW PROVIDES THE SERVICE WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND OTHER THAN AS CLEARLY STATED IN AN AGREEMENT SIGNED BY ECLAIMS WORKFLOW, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, TITLE AND NON-INFRINGEMENT. ECLAIMS WORKFLOW MAKES NO WARRANTY THAT THE SITE OR THE SERVICE WILL: MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, AND THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS OTHER THAN AS EXPRESSLY STATED BY ECLAIMS WORKFLOW. ANY MATERIAL TRANSMITTED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE TRANSMISSION OF ANY SUCH MATERIAL.
9. Limitation of Liability. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS OR IN A SEPARATE AGREEMENT SIGNED BY ECLAIMS WORKFLOW, ECLAIMS WORKFLOW DOES NOT CONTROL, ENDORSE OR VALIDATE ANY TRANSMISSIONS SENT VIA THE SERVICE, THEREFORE, ECLAIMS WORKFLOW SPECIFICALLY DISCLAIMS AND YOU HEREBY RELEASE ECLAIMS WORKFLOW FROM ANY LIABILITY RESULTING FROM YOUR USE OF THE SITE, PARTICIPATION IN THE SERVICE, YOUR INABILITY TO USE THE SERVICE, OR THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICE. IN NO EVENT SHALL ECLAIMS WORKFLOW BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF USE, LOSS OF DATA OR LOSS OF PROFITS (HOWEVER ARISING, INCLUDING NEGLIGENCE) EVEN IF ECLAIMS WORKFLOW OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF, OR IN CONNECTION WITH, THE USE OR INABILITY TO USE THE SERVICE, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, FOR ANY CONTENT OR MATERIALS OBTAINED THROUGH THE SITE, THE SERVICE, OR OTHERWISE ARISING OUT OF THE SAME, THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL STATEMENTS OR CONDUCT OF ANY OTHER PARTY OR ANY INFRINGEMENT OF ANOTHER’S RIGHTS, INCLUDING INTELLECTUAL PROPERTY, OR ANY OTHER MATTER RELATING TO THE SITE OR THE SERVICE. REGARDLESS OF THE INCIDENT, IN NO CASE SHALL ECLAIMS WORKFLOW BE LIABLE FOR MORE THAN THE CURRENT MONTH’S FEES PAID, IF ANY. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY, SO THE FOREGOING DISCLAIMERS LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE OR THE SERVICE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE. Without limiting the foregoing, under no circumstances shall eClaims Workflow or its suppliers be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.
10. Intellectual Property Rights. Except as stated herein, you acknowledge that eClaims Workflow owns all right, title, and interest in and to the Site and Service, including, without limitation, all content and intellectual property rights therein, which are protected by Canadian, U.S. and international intellectual property laws. You agree that you will not in any way, directly or indirectly copy, reproduce, produce, distribute, transmit, alter, modify, or create derivative works of the Site, the Service, or any content therein. Any rights not expressly granted herein are reserved.
11. General.
(a) Choice of Law; Venue. Venue. You agree that this agreement shall be governed by the laws of the Province of Ontario, CANADA. You hereby irrevocably consent to the exclusive jurisdiction and venue of courts in Toronto, Ontario, CANADA in all disputes arising out of or relating to the use of the Site or Service.
(b) Beneficiaries. You are not a beneficiary of any obligation eClaims Workflow owes to a third party, and no other person is a beneficiary of any obligation eClaims Workflow owes to you.
(c) Relationship. You agree that no joint venture, partnership, employment, or agency relationship exists between you and eClaims Workflow as a result of the Agreement, or the use of the Site or Service.
(d) Indemnification. You agree to indemnify and hold eClaims Workflow, its owners, subsidiaries, affiliates, officers, directors, assigns, and employees, harmless from any claim, demand, or damage, including reasonable attorneys’ fees, asserted by any third party due to or arising out of your use of or conduct in the use of the Site and/or Service.
(e) Severability. If any provision of the Agreement is held to be invalid or unenforceable including, but not limited to, the warranty disclaimers and liability limitations set forth above, then such provision shall be struck and the remaining provisions shall be enforced.
(f) No Waiver. eClaims Workflow’ failure to act with respect to a breach by you or others does not waive eClaims Workflow’ right to act with respect to subsequent or similar breaches.
(g) No Assignment. You may not assign or transfer any right or duty under the Agreement, including, without limitation, the Service, and any attempt to the contrary is void.
(h) Integration; Amendment. The Agreement is the entire understanding and agreement between you and eClaims Workflow with respect to the subject matter hereof. When in conflict, these Terms control over other provisions of the Agreement. Except as specified herein, no amendment may be made to the Agreement unless the same is in writing and signed by an authorized representative of eClaims Workflow.
(i) Headings. The section titles in these Terms are for convenience only and have no legal or contractual effect.
(j) Copies. A printed version of this agreement shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
The eClaims Workflow service is operated by IME Workflow Inc. Toronto, Ontario CANADA
Address and Fax Number for DMCA Complaints, Notices, and Counter Notices:
IME Workflow
Attn: DMCA Complaints
4100 Yonge St, Suite 504
Toronto, ON CANADA M2P 2G2