eClaim™ Terms of Service ("Terms of Service") are effective immediately upon the
user's acceptance of the Terms of Service by clicking the "Submit" button with
the "I have read and agree to the Terms of Service" check box checked, or upon
accessing the service for which Terms of Service have been accepted on the
user's behalf. You may not use the service until you or an authorized entity or
individual who has granted you access, has read and accepted all of the Terms of
Service as indicated above. If you have not accepted the Terms of Service, you
are responsible for understanding and complying with the Terms of Service. As
used in the Terms of Service, the terms "you", "your" or "user" all refer to the
person using the service in any way, including those registered as, for, or on
behalf of a corporate entity, such as a company, business, affiliated entities,
corporation, or other entity (i.e., not as an individual) and its employees,
subcontractors, affiliates, and all other persons or entities permitted to
access and use the service in any way.
1. Services Provided by On Side Restoration Services Ltd.
1.1 Permitted Uses and Restrictions on Use.
Subject to the terms and conditions of the Terms of Service (including all
policies linked to it), On Side Restoration Services Ltd. ("On Side") or its
subcontractors will provide eClaim, a web-based service that allows you to
store, retrieve, organize and share data (the "Service"). If you have registered
as, for, or on behalf of a registered entity and accept the Terms of Services
you are deemed to have accepted the Terms of Service on behalf of that
registered entity and the Terms of Service will be binding as to the registered
entity, and any entity, person or third party which it permits to access and use
the Service in any way. In order to use the Service, you are responsible at your
own expense to acquire access to the World Wide Web, either directly or through
devices that access Web-based content, and to pay any service fees associated
with such access. In addition, you must provide all equipment necessary to make
such connection to the World Wide Web, including a computer and modem or other
access device. You shall not attempt to access any other of On Side's systems,
programs or data that are not made available for public use.
1.2 General Practices Regarding Use and Storage.
You acknowledge that On Side may establish or revise from time to time general
practices and limits concerning your use of the Service, including without
limitation, establishing the maximum amount of storage space you have on eClaim
at any time, as well as limiting the amount of bandwidth you may use with the
Service in a given period of time. For purposes of this Section 1.2, bandwidth
is defined as the total amount of data downloaded from and uploaded to the
eClaim server in a given period of time. In addition, On Side may limit without
notice the volume of e-mail forwarding or file downloading from your database in
response to unreasonable activity (such as spamming or hosting a publicly
accessible exchange of large data files). You agree that On Side has no
responsibility or liability for the deletion, corruption, or alteration of, or
failure to store any messages and other communications or other information,
data, text (including but not limited to names of files, databases, directories
and groups/workgroups of the same), software, music, sound, photographs,
graphics and video provided by you (collectively referred to as "Content") and
maintained or transmitted by the Service. You acknowledge that On Side reserves
the right to change these general practices and limits at any time, in its sole
discretion, with or without notice.
The Service, other Service users, or third parties may provide links to other
World Wide Web sites or resources. Because On Side has no control over such
sites and resources, you acknowledge and agree that On Side is not responsible
for the availability of such external sites or resources, and does not endorse
and is not responsible or liable for any Content, advertising, products, or
other materials on or available from such sites or resources. You further
acknowledge and agree that On Side shall not be responsible or liable, directly
or indirectly, for any damage or loss caused or alleged to be caused by or in
connection with use of or reliance on any such Content, goods or services
available on or through any such site or resource.
privacy should be directed to On Side Restoration Services Ltd., Customer
Service, 3157 Grandview Hwy., Vancouver BC V5M 2E9.
2. Your Responsibilities.
2.1 Your Registration Obligations.
In consideration for your use of the Service, you agree to: (a) provide true,
accurate, current and complete information about yourself in the required fields
as prompted by the Service's registration form(s) (such information being the
"Registration Data") and (b) maintain and promptly update the Registration Data
to keep it true, accurate, current and complete. If you provide any information
that is untrue, inaccurate, not current or incomplete, or On Side has reasonable
grounds to suspect that such information is untrue, inaccurate, not current or
incomplete, On Side may suspend or terminate your account and refuse any and all
current or future use of the Service (or any portion thereof).
2.2 Acceptable Use Policy.
You agree to comply with On Side's then-current Acceptable Use Policy as posted
from time to time. By submitting any Content to On Side, you warrant that: (i)
you are the owner of such Content, or have been granted all the rights necessary
from the owner of such Content to submit such Content to On Side, and (ii) the
use of such Content by On Side and its members will not infringe or
misappropriate the intellectual property rights of or otherwise violate the
rights of any third party.
2.3 No Resale, Etc. of the Service.
You agree not to copy, sell, resell, rent or sublicense (including offering the
Service to third parties on an applications service provider or time-sharing
basis), lease, loan, redistribute, or create a derivative work of any portion of
the Service, use of the Service, or access to the Service. Such restrictions do
not apply to the Content you place on the Service. You agree not to access the
Service by any means other than through the interface that is provided by On
Side for use in accessing the Service.
3. Proprietary Rights.
3.1 Content Submitted to the Service.
You acknowledge that On Side does not pre-screen Content, but that On Side and
its designees, contractors or subsidiaries shall have the right (but not the
obligation) in their sole discretion to refuse or to remove any Content that is
available via the Service. Without limiting the foregoing, and without notice to
you, On Side and its designees shall have the right to remove any Content that
violates the Terms of Service or is otherwise deemed objectionable by On Side in
its sole discretion. You agree that you must evaluate, and bear all risks
associated with the use of any Content including any reliance on the accuracy,
completeness, or usefulness of such Content.
3.2 On Side Proprietary Rights.
You acknowledge and agree that the Service contains proprietary and confidential
information that is protected by applicable intellectual property and other
laws, and you agree not to disclose such information to any third party without
On Side's prior permission. You further acknowledge and agree that content
contained in sponsor advertisements or information presented to you through the
Service or advertisers is protected by copyrights, trademarks, Service marks,
patents or other proprietary rights and laws.
On Side acknowledges that any and all Content, including copyrights, trademarks,
database rights and other intellectual property contained in such Content are
owned by you. You grant On Side the right to use such Content only to the extent
that On Side needs to use the Content to provide the Services. On Side does not
obtain any right, title or interest in your Content, except as specifically
granted herein in order to provide Services to you.
You acknowledge that On Side will collect certain aggregate meta data as part of
providing and analyzing the Service from time to time.
Each party who accesses and uses the Service and On Side (together the
"parties") shall keep in confidence all of the information maintained by the
Service ("Confidential Information"). The parties shall take reasonable steps to
prevent unauthorized disclosure or use of the Confidential Information, but in
any case not less than those steps it takes to protect its own Confidential
Information. The parties shall not disclose Confidential Information to any
person or entity other than its affiliated entities, officers, employees,
consultants, auditors and attorneys who need access to such Confidential
Information, and who are subject to confidentiality obligations with such party
or On Side. The parties shall return (or delete in case of electronic copies of
such information) any and all Confidential Information, and all copies thereof,
upon the other party's request provided that (i) as to your active Service data
and the Content contained therein, you may delete data per standard Service
procedures, or only upon e-mail or other written instruction by your account
administrator ("CWG Administrator"); and (ii) as to backed-up Service data and
the Content contained therein, such Service data and/or Content will be
automatically deleted over time pursuant to On Side's standard back-up
procedures for the Service. The parties shall immediately give notice to the
other party of any unauthorized use or disclosure of the other party's
We may disclose or report Confidential Information in limited circumstances
where we believe in good faith that disclosure is required under the law. For
example, we may be required to disclose Confidential Information to cooperate
with regulators or law enforcement authorities, to comply with a legal process
such as a court order, subpoena, search warrant, or a law enforcement request.
On Side shall reasonably cooperate with you (at your cost) or with an applicable
regulatory authority in connection with the examination of your data in your
eClaim accounts by such applicable regulatory authority in connection with an
audit or other formal proceeding by such regulatory authority.
4. Registered Entities.
If you are a registered entity and permit your affiliates, subsidiaries,
employees, and/or any third party located outside of the territorial boundaries
of Canada, Japan, United Kingdom and/or United States to access and/or use the
Service and/or your Content, you shall be solely responsible for (i) their acts
and/or omissions in connection with their access and/or use of the Service and
(ii) ensuring that their access and/or use of the Service is in compliance with
the Terms of Service, and any and all applicable local laws, rules and
regulations. You agree to fully indemnify On Side and its affiliates,
subsidiaries, licensors, and online service providers (collectively,
"Representatives") for any liability, fines, penalties, costs, claims and/or
damages incurred by On Side and/or the Representatives in connection with any
claim related to the access and/or use of the Service and/or your Content by
you, your affiliates, subsidiaries, employees or any third-party authorized by
5. Modifications to the Service or Agreements.
5.1 Modifications to the Service.
On Side reserves the right at any time and from time to time to modify the
Service (or any part thereof) with or without notice. Should On Side choose to
permanently discontinue the Service, On Side (i) will send notification to your
Account Administrator via e-mail at least sixty (60) days prior to such
discontinuance and (ii) will post notification of this decision on the Service
web site at least thirty (30) days prior to such discontinuance. In such
instance, you will be responsible for retrieving your data from the Service
during that sixty (60) day period. You agree that On Side shall not be liable to
you or to any third party for any modification, suspension or discontinuance of
the Service, or for any resulting loss or destruction of any Content that you
place on the Service. On Side may specify from time to time the version(s) of
related products required in order to use the Service (e.g. supported browser
5.2 Modifications to the Terms of Service.
On Side may periodically change the terms of the Terms of Service. In the event
On Side modifies the Terms of Service, On Side will post it to the Service web
site and promptly thereafter, notify your Account Administrator via e-mail that
such posting has been made. Your continued use of any of the Service after such
modification shall constitute your acceptance of the Terms of Service with the
new modifications. If you do not agree to any of such changes, you may terminate
the Terms of Service and immediately cease all access and use of the Service.
You agree that such termination will be your exclusive remedy if you do not wish
to abide by any changes to the Terms of Service. In addition, On Side may at any
time introduce separate Terms of Service for users in certain jurisdictions and
require users in these jurisdictions to agree to the separate Terms of Service.
On Side may also require such users to agree that termination of the separate
Terms of Service and cessation of all access and use of the Service would be
their exclusive remedy if they do not wish to comply with the separate Terms of
The eClaim service is free of charge to use.
7. Term and Termination.
The Term of Service shall be effective upon registration and thereafter shall
continue on a month-to-month basis or annual basis, as applicable, until
terminated with thirty days written notice by either party, or until terminated
as specified below.
7.2 Termination by On Side.
You acknowledge and agree that On Side in its sole discretion, may suspend or
terminate your account and/or deny you access to, use of, or submission of
Content for, all or part of the Service, without prior notice and for any
reason, including if you engage in any conduct that On Side believes: (a)
violates the letter or spirit of any term or provision of the Terms of Service,
(b) violates the rights of On Side or third parties, or (c) is otherwise
inappropriate for continued access and use of the Service. In addition, On Side
reserves the right to terminate any membership account if that account has been
inactive for greater than three hundred and sixty five (365) days. You agree
that upon termination, we may delete all files and information related to your
account and may bar your access to your account and the Service. At your written
request and expense, On Side will provide you access to the most recent data
from your account for retrieval purposes for a period of two (2) business days
prior to deletion. Notwithstanding the foregoing, On Side will not provide you
access to the most recent data from your account if On Side believes that such
data violates the rights of On Side or third parties. Further, you agree that On
Side shall not be liable to you or any third-party for any termination of your
access to the Service.
8. Disclaimer of Warranties; Indemnity; LIMITATION OF LIABILITY.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
a) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN
"AS IS" AND "AS AVAILABLE" BASIS. ON SIDE AND ITS SUPPLIERS EXPRESSLY DISCLAIM
ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND NON-INFRINGEMENT.
(b) ON SIDE AND ITS SUPPLIERS MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET
YOUR REQUIREMENTS OR RESULT IN REVENUES OR PROFITS, (ii) THE SERVICE WILL BE
UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE
OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, AND (iv) THE
QUALITY OF ANY PRODUCTS, SERVICE, INFORMATION, OR OTHER MATERIAL PURCHASED OR
OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS. WHILE ON SIDE
WILL USE COMMERCIALLY REASONABLE EFFORTS TO PREVENT UNAUTHORIZED ACCESS TO DATA
ENTERED INTO "RESTRICTED FIELDS" WITHIN THE SERVICE, ON SIDE AND ITS SUPPLIERS
MAKE NO WARRANTY THAT SUCH FIELDS WILL BE SECURE AGAINST SUCH UNAUTHORIZED
ACCESS OR OTHER SECURITY BREACHES. ON SIDE AND ITS SUPPLIERS MAKE NO
REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN
CONNECTION WITH THE TERMS OF SERVICE OR THE SERVICE, INCLUDING BUT NOT LIMITED
TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NON-INFRINGEMENT, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY
EXCLUDABLE. ON SIDE EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT
YOUR USE OF THE SERVICE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR
WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE
LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED TO THE HEALTH INSURANCE
PORTABILITY AND ACCOUNTABILITY ACT OF 1996 ("HIPAA"), THE GRAMM-LEACH-BLILEY ACT
OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR
REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THIS
SERVICE, RELATED SERVICES OR CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW.
(c) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE
IS DOWNLOADED OR OBTAINED 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 DOWNLOAD OF ANY SUCH MATERIAL.
(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ON
SIDE OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY
STATED IN THE TERMS OF SERVICE.
8.2 Representations and Warranties.
You represent that, to the best of your knowledge and belief, your use of the
Service does not directly or indirectly infringe the legal rights of a third
party. You further represent and warrant that all information provided by you in
connection with your registration is accurate and reliable.
On Side will defend and indemnify the entity or individual who has accepted the
Terms of Service against any action brought against such entity or individual by
a third party to the extent that it is based upon a claim that the Service, as
provided by On Side to you under this Terms of Service and used within the scope
of the Terms of Service, infringes any U.S. copyright, trademark or trade
secret, and will pay any costs, damages and reasonable attorneys' fees
attributable to such claim that are awarded either by final judgment or
settlement against such entity or individual.
You agree to indemnify and hold harmless On Side, its subsidiaries and
affiliates, and its and their directors, officers, agents and employees
("Indemnitees"), from any claim or demand, including reasonable attorneys' fees,
made by any third party due to or arising out of your Content; your use of the
Service; your connection to the Service; your violation of the Terms of Service;
or your violation of any proprietary or other rights of another. You further
agree and acknowledge that the Indemnitees are not liable or responsible in any
way for any errors, omissions or any other actions arising out of or related to
your use of the Service. You further agree to indemnify, defend and hold
harmless the Indemnitees from and against any and all claims, damages,
liabilities, costs, and expenses (including reasonable legal fees and expenses)
arising out of, or related to, your use of the Service, or the placement or
transmission of any message, information, software or other materials through
the Service by you or users of your account or related to any violation of any
term of the Terms of Service by you or users of your account.
8.4 Limitation of Liability.
(A) YOU EXPRESSLY UNDERSTAND AND AGREE THAT ON SIDE AND ITS SUPPLIERS SHALL NOT
BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR
EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS,
GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ON SIDE HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE
INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS
AND SERVICE RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICE PURCHASED OR
OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE
SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR
DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY
OTHER MATTER RELATING TO THE SERVICE.
(B) YOU ALSO AGREE THAT ON SIDE WILL NOT BE LIABLE FOR ANY (a) INTERRUPTION OF
BUSINESS, (b) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THIS SITE OR THE WEB
SITE(S) YOUR ACCESS THROUGH THIS SERVICE ; (c) DATA NON-DELIVERY, MIS-DELIVERY,
CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (d) UNAUTHORIZED ACCESS TO DATA
ENTERED IN, OR BREACH OF ANY SECURITY MECHANISMS UTILIZED IN, THE SERVICE OR IN
ANY RESTRICTED FIELD THEREIN; OR (e) EVENTS BEYOND ON SIDE'S REASONABLE CONTROL.
(C) IN NO EVENT SHALL ON SIDE'S MAXIMUM AGGREGATE LIABILITY EXCEED THE AMOUNT
PAID BY YOU TO ON SIDE FOR THE SERVICE, TO A MAXIMUM AMOUNT EQUAL TO SERVICE
CHARGES FOR SIX (6) MONTHS OF THE SERVICE.
8.5 Exclusions and Limitations.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE
LIMITATION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES IN
CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS
8.1 AND 8.4 MAY NOT APPLY TO YOU.
9 General Information.
(A) THE SERVICE IS NOT OFFERED OR AVAILABLE TO PERSONS UNDER THE AGE OF THIRTEEN
(13). Notices to you may be made via either e-mail, regular mail, overnight
courier or facsimile at your contact addresses of record for the Service.
(B) The Service may also provide notices of changes to the Terms of Service or
other matters by displaying notices or links to notices to you generally on the
Service. If you provide notice to On Side, such notice shall be sent to: On Side
Restoration Services Ltd., P.O. Box 7850, Mountain View, CA 94039-7850, Attn:
General Counsel, Legal Dept.; Fax: (650) 944-6622.
(C) The Terms of Service (and the policies linked to them) constitute the entire
agreement between you and On Side and governs your use of the Service,
superceding any prior agreements between you and On Side (including, but not
limited to, any prior versions of the Terms of Service) with respect to their
subject matter. You also may be subject to additional terms and conditions that
may apply when you use affiliate or other On Side services, third-party content
or third-party software.
(D) Except as otherwise provided herein, the Terms of Service shall be governed
by the laws of British Columbia, BC without regard to its conflict of law
provisions. Except as otherwise provided in the Terms of Service, you and On
Side agree to submit to the personal and exclusive jurisdiction of the courts
located within the province of British Columbia, Canada. The Terms of Service,
the eClaim Privacy Statement, and the Acceptable Use Policy are in English,
which shall be the controlling language of the agreement with you with respect
to the Service, and you agree that you fully understand the terms of the same.
In addition, all enquiries, support related or otherwise, regarding the Service
should be submitted to On Side in English, and On Side will respond to such
enquiries in English only.
(E) The Terms of Service do not limit any rights that On Side may have under
trade secret, copyright, patent, trademark or other laws. The failure of On Side
to exercise or enforce any right or provision of the Terms of Service shall not
constitute a waiver of such right or provision. If any provision of the Terms of
Service is found by a court of competent jurisdiction to be invalid, the parties
nevertheless agree that the court should endeavor to give effect to the parties'
intentions as reflected in the provision, and the other provisions of the Terms
of Service remain in full force and effect. You agree that any claim or cause of
action arising out of or related to use of the Service or the Terms of Service
must be filed within one (1) year after such claim or cause of action arose or
be forever barred. The section titles in the Terms of Service are for
convenience only and have no legal or contractual effect.
(F) The Terms of Service will inure to the benefit of On Side and its successors
(G) All representations, warranties, Sections 1.4, 7, 8, and 9 in the Terms of
Service shall survive the termination of your account or access to the Service.
Revised as of July 1 2010