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Terms & Conditions

These Terms and Conditions (the “Agreement”) are a legal agreement between you (meaning you as an individual if acting on your own behalf, or the company that you represent if you are acting on behalf of such company)(“Customer”) and ProNav Technologies Ltd. (“Company”) respecting your use of Company’s automated solutions for insurance companies including a chatbot (the “Services”). BY INDICATING YOUR ACCEPTANCE BY CLICKING ON THE APPROPRIATE BUTTON WHEN COMMENCING USE OF THE SERVICES, OR BY OTHERWISE USING THE SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. If you have any questions or concerns about the terms of this agreement, please contact us here.

SaaS SERVICES AND SUPPORT

1.1 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services in accordance with the Service Level Terms as set forth on its website and amended by Company from time to time.

1.2 Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with the terms set forth as set forth on its website and amended by Company from time to time.

RESTRICTIONS AND RESPONSIBILITIES

2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.

2.2 Customer represents, covenants, and warrants that (i) Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations; and (ii) Customer has all necessary rights, permissions, and licenses to access and provide any content, including third-party content, for use within the Services. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged or actual violation of the foregoing or otherwise from Customer’s use of any content or the Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

2.3 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, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). 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.

CONFIDENTIALITY; PROPRIETARY RIGHTS

3.1 Confidential Information. The Company and Customer each acknowledge that they may be furnished with, receive, or otherwise have access to information of or concerning the other Party which such Party considers to be confidential, proprietary, a trade secret or otherwise restricted.  As used in this Agreement, “Confidential Information” means any information, in any form, furnished or made available directly or indirectly by one Party to the other which satisfies any of the following criteria:  (a) is marked or otherwise designated confidential, proprietary, restricted, trade secret, or with a similar designation or would reasonably be considered confidential or proprietary in light of the circumstances surrounding disclosure; (b) includes, whether or not marked, information on either Party’s business plans, strategies, operations, or finances, whether or not such information is labelled as confidential, including information related to research, development, trade secrets, know-how, inventions, technical data, hardware, software, source codes, object codes, manufacturing, purchasing, accounting, engineering, marketing, merchandising, business labs or strategies, and information entrusted by third parties to the Party disclosing the information; or (c) Personal Information (as defined herein); In the case of Customer, Confidential Information also shall include, whether or not designated “Confidential Information,” (i) the specifications, designs, documents, correspondence, software, documentation, data and other materials produced by or for the Company in the course of performing the Services; (ii) the relations of Customer with its agents, customers, employees, carrier partners and service providers (including, without limitation, agent and customer lists, agent and customer information, account information, consumer markets and information, terms and conditions received, derived or provided by insurance carrier partners); and (iii) Customer Data (as defined below) and other information or data stored on magnetic media or otherwise or communicated orally, and obtained, received, transmitted, processed, stored, archived or maintained by the Company under this Agreement (collectively, the “Customer Confidential Information”).

3.2 Agreement. The terms and conditions of this Agreement shall be deemed Customer Confidential Information and the Company Confidential Information.

3.3 Obligations.

(a) Customer and the Company shall each use at least the same degree of care as it employs to avoid unauthorized disclosure of its own information, but in any event no less than commercially reasonable efforts, to prevent disclosing to unauthorized parties the Confidential Information of the other Party, provided that the Company may disclose such information to the Company personnel and other properly authorized entities as and to the extent necessary for performance of the Services, and each may disclose such information to their respective consultants, accountants, auditors and legal counsel in connection with the negotiation and performance of, and the exercise of its rights in connection with, this Agreement where in each such case, the receiving entity first agrees in writing to obligations that are substantially the same as those described in this Section 3.3.  Any disclosure to such entities shall be under terms and conditions substantially the same as those provided herein.

(b)  Subject to applicable Laws, upon the termination or expiration of this Agreement or completion of the Company’s obligations under this Agreement, the Confidential Information of each Party, at the option of the disclosing Party, shall be returned to the disclosing Party or destroyed by the receiving Party (as the disclosing Party may direct); provided, however, each Party shall be entitled to retain an archival copy of its work papers (e.g., internal drafts, raw research, and work notes).

  1. The Company and Customer shall use commercially reasonable efforts to cause their employees and personnel to comply with the confidentiality provisions herein. 
  2. The Parties may use each other’s respective Confidential Information strictly for purposes contemplated by this Agreement.  
  3. In the event of any disclosure or loss of, or inability to account for, any Confidential Information of the furnishing Party, the receiving Party promptly shall (A) notify the furnishing Party upon becoming aware thereof; (B) take such actions as may be necessary or reasonably requested by the furnishing Party to minimize the violation; and (C) cooperate in all reasonable respects with the furnishing Party to minimize the violation and any resulting damage. 
  4. The Parties’ obligations respecting Confidential Information survive expiration or termination of this Agreement

3.4 Exclusions.  Section 3.3 shall not apply to any particular information which the Company or Customer can demonstrate:  (i) was, at the time of disclosure to it, in the public domain; (ii) after disclosure to it, is published or otherwise becomes part of the public domain through no fault of the receiving Party; (iii) was in the possession of the receiving Party at the time of disclosure to it without obligation of confidentiality; (iv) was received after disclosure to it from a third party who had a lawful right to disclose such information to it without any obligation to restrict its further use or disclosure; or (v) was independently developed by the receiving Party without reference to Confidential Information of the furnishing Party. In addition, notwithstanding anything to the contrary in this Agreement, (A) either Party may make disclosures as lawfully required or requested by a court of law, or any governmental entity or agency; provided however, prior to making any such disclosure, the disclosing Party promptly notifies the other Party of such requirement or request (where allowed by law to do so), and allows the other Party the reasonable opportunity to exhaust all reasonable legal and equitable channels for maintaining such information in confidence, and (B) either Party may make disclosures in connection with legal proceedings related to any dispute, claim or action between the Parties in connection with this Agreement or the Services; provided however, prior to making any such disclosure, the disclosing Party promptly notifies the other Party of such intended disclosure and consents to and allows the other Party to exhaust all reasonable legal and equitable channels for maintaining such information in confidence.  The disclosing Party will, at the other Party’s request and expense, take all reasonable steps to limit the extent of any public disclosure and to obtain confidential treatment of the information to be disclosed.

3.5 No Implied Rights. Each Party’s Confidential Information shall remain the property of that Party.  Nothing contained in this Section 3 shall be construed as obligating a Party to disclose its Confidential Information to the other Party, or as granting to or conferring on a Party, expressly or impliedly, any rights or license to the Confidential Information of the other Party, and any such obligation or grant shall only be as provided by other provisions of this Agreement.

3.6 Personal Information. “Personal Information” includes any information or an opinion (including information or an opinion forming part of a database) and whether recorded in a material form or not, about or related to an identifiable person, including an individual who can be identified directly or indirectly from the information or opinion, and in the case of Customer includes all such information of Customer and Customer affiliates relating to its or their respective policyholders and claimants, employees, agents, partners, the Company, vendors and service providers

(a) The Company will collect, use, store, disclose and dispose of and otherwise handle Personal Information collected or accessible to the Company in the course of providing the Services solely for the purpose of providing the Services in accordance with this Agreement, all applicable privacy laws including the Personal Information and Electronic Documents Act (Canada) and other regulatory requirements and in accordance with the Company’s privacy policies and in accordance with any specific procedure or policies agreed upon by the parties.  The Company will not knowingly disclose any Personal Information to any third party without Customer’s prior written consent, provided that the distribution of Personal Information to authorized addressees in the course of performance of the Services shall not constitute a breach of this sentence. The Company will ensure that Personal Information is not handled other than as permitted hereunder or as otherwise agreed to by the Parties in writing.  The provisions of this Section 3.6 will survive the termination of this Agreement for any reason in perpetuity.

(b) As part of the Services, the Company will, acting reasonably, cooperate and comply with any requests or instructions issued by any privacy or data protection governmental entity including the Canadian Privacy Commissioner having jurisdiction, as reasonably directed by Customer.

(c) Customer and the Company, acting reasonably, will, in a timely manner, agree upon and make required modifications to the Services, in accordance with any changes to the protection of Personal Information requirements set out under this Agreement or any document dealing with the protection of Personal Information.

3.7 Safeguarding Customer Data. The Company shall establish and maintain safeguards against the destruction, loss, or alteration of Customer Data in the possession or control of the Company which are no less rigorous than those maintained by the Company for its own information of a similar nature. The Company’s personnel shall not attempt to access, or allow access to, any Customer Data which they are not permitted to access under this Agreement. “Customer Data” means all Customer data and information, whether or not Confidential Information, relating to Customer, any Customer policyholders or individuals or entities making a claim against a Customer insurance policy.

3.8 Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.

3.9 Notwithstanding anything to the contrary, Company shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. Customer warrants that it has the sufficient rights, interest, and authority the use, collection, disclosure, and access of/to the Customer Data and that all other necessary consents have been obtained in writing, for the collection and use of Customer Data by Company, its affiliates, and suppliers, as contemplated by this Agreement and otherwise as required or permitted by law. No rights or licenses are granted except as expressly set forth herein.

PAYMENT OF FEES

4.1 Customer will pay Company the then applicable fees in accordance with Company’s then-current price list for the Services and Implementation Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). 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 department.

4.2 Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts 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 and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services.

TERM AND TERMINATION

5.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified on Company’s website, and shall be automatically renewed for additional annual (collectively, the “Term”), unless either party requests termination at least ninety (90) days prior to the end of the then-current term.

5.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon ninety (90) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

WARRANTY AND DISCLAIMER

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, 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. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement is governed by the laws of the Province of Ontario and the laws of Canada applicable therein. The parties agree to resolve any disputes arising from this Agreement in the provincial courts of Ontario located in Kitchener, Ontario. It is the express wish of the parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.

Customer hereby agrees to the use of electronic communication in order to enter into contracts, place orders, and create other records and to the electronic delivery of notices, policies, and records of transactions initiated or completed through the Services. Furthermore, Customer hereby waives any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law. A printed version of this Agreement and of any notice given in electronic form 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.