You may only use CertVault pursuant to these Terms and Conditions. You are solely responsible for Your and Your Users’ use of the Services and shall abide by, and ensure compliance with, all laws in connection with Your and each User’s use of the Services
Use of the Services requires one or more compatible devices, internet access (fees may apply), and certain software (fees may apply), and may require obtaining updates or upgrades from time to time. Because use of the Services involves hardware, software, and internet access, Your ability to access and use the Services may be affected by the performance of these factors. High speed internet access is recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are Your responsibility.
A.
DEFINITIONS
1.
“CertVault” means Patra’s CertVault software as a service internet portal offering that is based on Patra’s proprietary software and provisioned as a service by Patra.
2.
“Content” includes, without limitation, information, data, text, photographs, software , scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through CertVault or Services, including User Content.
3.
“Intellectual Property Rights” means all intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights.
4.
“Services” means the hosting, maintenance, and support of the CertVault platform by Patra for the User’s purpose of uploading, storing and accessing certificates of insurance (COIs).
5.
"Third Party Content” means information provided by third parties that is incorporated into the CertVault platform, including but not limited to information regarding policy status.
6.
“Underlying Agreement” means a Master Services Agreement (and Statements of Work issued thereunder ) between Patra and an individual, entity or User.
7.
“User” means any individual or entity and its employees, contractors, and end users, as applicable, authorized by the individual or entity that has agreed to these Terms and Conditions to use CertVault in accordance with these Terms and Conditions.
8.
“User Content” means all Content created through or submitted to CertVault by User, if any.
9.
“You” or “Your” means the User accessing the Services.
B. SERVICES
1.
License. Patra grants to User, and User accepts, a non-transferable, non-exclusive, non-sublicensable license and right to access the CertVault internet portal and use CertVault only as authorized in these Terms and Conditions for the purpose of storing, accessing and delivering COIs.
2. Access and Account Setup. You will be required to provide information about Yourself and Your Users in order to register for and/or use CertVault. You agree that any such information shall be accurate. You may also be asked to choose a user name and password. You are entirely responsible for maintaining the security of Your User name and password and agree not to disclose such to any third party. User shall be responsible for the acts or omissions of any person who accesses CertVault using logins provided to or created by User.
3. Registration Using Corporate Email. If You create an account using an email address belonging to Your employer or other entity, You represent and warrant that You have authority to create an account on behalf of such entity and further acknowledge that Patra may share Your email address with and control of Your account may be taken over by such entity (as the “Customer”). Upon such takeover, the administrator controlling the account may be able to (i) access, disclose, restrict or remove information from the account, (ii) restrict or terminate your access to the Service and (iii) prevent you from later disassociating such account from the Customer.
4. Availability. Patra will use commercially reasonable efforts to maintain the availability of CertVault to send and receive data, subject to downtimes resulting from maintenance repairs and upgrades but does not guarantee uninterrupted availability. Patra will attempt to notify the User in advance of any planned downtime. Patra will not be liable for any failures in or of CertVault or any other problems which are related to the User Content or outages to any telecommunications or public Internet backbones, networks or servers, or other equipment or service outside of Patra’s facilities or control.
5. Support. Patra will provide Users with reasonable support for use of CertVault during Patra’s regular business hours. User agrees that Patra is not responsible to provide support for any issues resulting from problems, errors or inquiries related to User’s systems or hardware.
6. User Content. All User Content is the sole responsibility of User. User acknowledges and agrees that Patra will not assume any and hereby disclaims all, responsibility and liability for User Content and any modifications thereto. User hereby grants Patra a worldwide, non-exclusive, royalty-free, fully paid-up license to use, reproduce, perform, display, modify and distribute the User Content in connection with providing Services to the User.
7. User Obligations. By accessing and using CertVault, You will (a) comply with all applicable laws and not use the Services in a manner that violates applicable law or its agreements with any other party, (b) comply with any codes of conduct or other notices provided by Patra, (c) keep its passwords and other authentication details secret, (d) promptly notify Patra if it learns of a security breach or unauthorized access related to CertVault or Services, and (e) not make available through CertVault any content that is disparaging, obscene, offensive, or otherwise or that contains any viruses or any other harmful code.
8. Use Restrictions. Except as expressly permitted in these Terms and Conditions, User shall not directly or indirectly (a) use any of Patra’s Confidential Information, as defined in Section D, to create any service, software, documentation or data that is similar or competitive to any aspect of CertVault or Services, (b) disassemble, decompile, reverse engineer, or use any other means to attempt to discover source code of CertVault, or the underlying ideas, algorithms or trade secrets therein, (c) copy, harvest, scrape, distribute, manufacture, adapt, create derivative works of, translate, localize, port or otherwise modify any aspect of CertVault, (d) interfere or attempt to interfere with the proper working of CertVault or Services or any activities conducted on CertVault, (e) remove any copyright patent, trademark, or other intellectual property notice, information, and restrictions in any Content accessed through CertVault, (f) use CertVault in any way that harms Patra or its Affiliates or any other Users of CertVault, or (g) permit any third party to engage in any of the foregoing proscribed acts.
C. SUSPENSION OF SERVICES
Patra may suspend User’s access to CertVault and related Services if User breaches any of its obligations under these Terms and Conditions, or if User’s actions risk harm to other users or the security, availability or integrity of CertVault or the related Services. Where practicable, Patra will use reasonable efforts to provide User with prior notice of the suspension. Once User resolves the issue requiring suspension, Patra will promptly restore User’s access to CertVault and the related Services in accordance with these Terms and Conditions.
D. PROPRIETARY RIGHTS Subject to the limited rights and licenses expressly granted hereunder, Patra (and its licensors) shall retain all rights, title and interest (including all proprietary and Intellectual Property Rights) in and to CertVault, the Services, and all Content (excluding the User Content), all Patra trademarks, names, logos, all copies, modifications and derivative works thereof, and all rights to patent, copyright, trade secret and other proprietary or Intellectual Property Rights therein. Additionally, all User (a) suggestions for correction, change or modification to the Services, (b) evaluations, and (c) other feedback, information and reports provided to Patra hereunder (collectively, “Feedback”), will be the property of Patra, and User shall and hereby does assign any rights in such Feedback to Patra. User agrees to assist Patra, at Patra’s expense, in obtaining intellectual property protection for such Feedback, as Patra may reasonably request. E. NO WARRANTY, DISCLAIMERS, LIMITATIONS 1.
Limitations. Patra shall ensure only i) that a COI that is made available on CertVault is effective as of the effective date of the COI shown on CertVault and ii) the policy status is made available as provided by Third Party Content. Patra makes no representation or warranty as to the accuracy of the content of or on the COI or the status of a policy and shall not be liable to any User or any other party in the event of any inaccuracy of the information of or on a COI or with respect to a policy status. In addition, Patra will not be responsible or liable for any failure in CertVault or Services resulting from or attributable to (a) User use of CertVault not in accordance with these Terms and Conditions or any relevant documentation provided by Patra, (b) failures in any telecommunications, network or other service or equipment outside of Patra’s or its service providers’ facilities, (c) User’s or any third party’s products, services, negligence, acts or omissions, (d) any force majeure or other cause beyond Patra’s reasonable control, or (e) unauthorized access, breach of firewalls or other hacking by third parties. 2.
NO WARRANTIES. YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED "AS IS" AND PATRA AND ITS AFFILIATES, EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. PATRA AND ITS AFFILIATES MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR THAT THE SERVICES WILL MEET ANY USER'S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE SERVICES IS AT YOUR SOLE RISK. ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE SERVICES. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICES REMAINS WITH YOU. PATRA DOES NOT ASSUME ANY RESPONSIBILITY FOR RETENTION OF ANY USER INFORMATION OR COMMUNICATIONS BETWEEN USERS. PATRA CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICES. 3.
LIABILITY LIMITATION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PATRA OR ITS AFFILIATES, BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE) CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF PATRA OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, PATRA'S, ITS AFFILIATES', SUPPLIERS' AND RESELLERS' MAXIMUM CUMULATIVE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES (IF ANY) IN THE TWELVE (12) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH CLAIMS. Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to You. F. INDEMNIFICATION In addition to any obligations set forth in an Underlying Agreement, You agree to indemnify, defend and hold harmless Patra, its affiliates, officers, directors, employees, consultants, agents, suppliers and Resellers from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys' fees) arising from Your use of the Services, Your violation of these Terms & Conditions or the infringement or violation by You or any other user of Your account, of any intellectual property or other right of any person or entity or applicable law. G. GENERAL PROVISIONS 1.
Privacy. Use of the Services is also subject to Patra's Privacy Policy, a link to which is located at the footer on Patra's website. The Privacy Policy, and all policies noticed on Patra’s website are incorporated into these Terms and Conditions by this reference. Additionally, You understand and agree that Patra may contact You via e-mail or otherwise with information relevant to Your use of the Services or information regarding Patra’s services overall, regardless of whether You have opted out of receiving marketing communications or notices. 2.
Entire
Agreement. These Terms and Conditions set forth the entire agreement between the parties with respect to the subject matter hereof and all other agreements, representations, communications and understandings, both oral and written, are superseded hereby; provided that these Terms and Conditions may be incorporated in an Underlying Agreement. In which case, in the event of a conflict between these Terms and Conditions and the terms of such Underlying Agreement the terms of these Terms and Conditions shall control. 3.
Force Majeure. Excepting financial obligations, neither party shall be liable for failure to perform any of its obligations under these Terms and Conditions to the extent that such failure is caused by circumstances beyond such party’s reasonable control, including acts of God, civil disturbances, natural disasters, actions or decrees of governmental bodies. Upon the occurrence of any such event, the affected party promptly shall give notice to the other party and shall use reasonable efforts to resume performance. 4.
Governing Law. These Terms and Conditions shall be governed by and construed under the laws of the State of California, U.S.A., as applied to agreements entered into and to be performed in California by California residents. You and Patra consent to the exclusive jurisdiction and venue of the state courts located in and serving Santa Clara County, California and the federal courts in the Northern District of California. Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Rules of the American Arbitration Association. Any decision in arbitration shall be final and binding upon the parties. Notwithstanding the above, Patra may sue in any court for infringement of its proprietary or intellectual property rights. 5.
Modification and Waiver. No change, consent or waiver under these Terms and Conditions will be binding on either party unless made in writing and physically signed by an authorized representative of both parties. The failure of either party to enforce its rights under these Terms and Conditions at any time for any period will not be construed as a waiver of such rights, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. 6.
Notices. All notices or other communications to Patra referenced under these Terms and Conditions shall be made in writing and sent to “Attention: General Counsel” at Patra’s World Headquarters address available at www.patra.com. All notices shall be deemed given to Patra if delivered receipt confirmed using one of the following methods: registered or certified first class mail, postage prepaid; recognized courier delivery; or electronic mail. 7.
Remedies. Except as otherwise specifically stated herein, remedies shall be cumulative and there shall be no obligation to exercise a particular remedy. 8.
Severability. If any provision of these Terms and Conditions are determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that these Terms and Conditions will otherwise remain in full force and effect and enforceable. 9.
Survival. The provisions of these Terms and Conditions which, by their nature, should survive the termination of these Terms and Conditions, shall survive the expiration or termination of these Terms and Conditions for any reason. Such provisions include all provisions relating to the use and disclosure of Confidential Information and provisions relating to the limitations of liability.