CLAIM SERVICES AGREEMENT

THIS AGREEMENT ALSO INCLUDES, AMONG AND OTHER THINGS, A BINDING ARBITRATION PROVISION THAT CONTAINS A CLASS ACTION WAIVER. PLEASE REFER TO SECTION 7 BELOW FOR MORE INFORMATION.

This Claim Preparation Service ("You" or "Insured"), and C-Setter, Inc. d/b/a ClaimSetter, a Delaware Corporation with its principal place of business at Keene, NH ("ClaimSetter" and collectively with Insured, the "Parties").

In consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1. Definitions. 

   1. Claim Preparation Service means the preparation and submission of an insurance claim by ClaimSetter on behalf of Insured pursuant to this Agreement.

   2. Contractor means a construction professional that repairs the Covered Property in the event of loss or damage covered by the Insurance Policy.

   3. Covered Claim means a claim of damage to the Covered Property the Insurer agrees is covered by the Insurance Policy.

   4. Covered Property means any property owned by the Insured that is covered by the Insurance Policy. 

   5. Evaluator means a construction or recovery professional that is able to evaluate the scope of repair. For purposes of this agreement, Evaluator and Contractor shall mean the same and shall be interchangeable

   6. Insurer means the insurance company that provides the Insurance Policy.

   7. Insurance Policy means the insurance policy issued by Insurer to Insured for the Covered Property with the address, policy number, and effective dates listed at the end of this Agreement.

   8. Potential Claim means a claim of loss or damage to the Covered Property for which the Insured seeks payment from the Insurer pursuant to the Insurance Policy.

2. Claim Preparation Service.

   1. Insured agrees to timely provide ClaimSetter with any information that ClaimSetter may request in order to evaluate the Potential Claim. 

   2. ClaimSetter will review the materials and documentation submitted by Insured to determine whether ClaimSetter will provide the Claim Preparation Service.  ClaimSetter will notify the Insured of its decision as to Claim Preparation Service for the Potential Clam within two business days of receiving all requested information from the Insured via the e-mail provided by Insured to ClaimSetter.  ClaimSetter reserves the right to decline to prepare the Insured's claim for any reason or no reason and Insured has no claim against ClaimSetter for a declination decision. 

   3. If ClaimSetter agrees to provide the Claim Preparation Service, ClaimSetter will prepare and submit Insured's Potential Claim to the Insurer, including preparing a loss report and recovery project proposal to Insurer based on information obtained from Contractor(s), if any, and Insured.  ClaimSetter will determine the scope of work for its Claim Preparation Service in consultation with Insured or with Contractor, but in no event will it spend more than what, in ClaimSetter’s exclusive determination, it deems reasonable.  ClaimSetter relies entirely on the Insured and the Contractor(s), if any, to provide full information about the loss or damage to the Covered Property as well as assisting with claims from third parties, including mortgage companies.  ClaimSetter will not and cannot conduct its own investigation for purposes of preparing a claim. 

   4. ClaimSetter makes no guarantee that Insurer will approve any claim prepared using its Claim Preparation Service.  ClaimSetter disclaims any and all responsibility for payment to Insured or to Insured's Contractor for any claim for which the Insurer denies coverage.  Except to the extent required by ClaimSetter's status when acting as power of attorney for Insured in the express capacity as set forth in section 9 of this Agreement or in a separate power of attorney form provided by ClaimSetter and executed by Insured, ClaimSetter is not an insurer, insurance adjuster, fiduciary, or legal counsel for Insured.  Insured acknowledges and agrees that ClaimSetter accepts no responsibility if Insurer declines to approve any claim prepared using the Claim Preparation Service. 

   5. Insured agrees that if permitted by the Insurance Policy, ClaimSetter may seek reimbursement from the Insurer for the Claim Preparation Service, and Insured shall have no right to such funds.  Insured agrees to provide any necessary assistance requested by ClaimSetter to obtain such reimbursement.

3.  

4. Contractor Selection and Approval.

   1. Insured acknowledges that ClaimSetter is not a Contractor and is not responsible for any contracting work performed or not performed on the Covered Property by a Contractor and Insured waives any and all claims against ClaimSetter for work performed or not performed by a Contractor.

5. General Representations, Warranties, and Covenants.  Insured represents, warrants, and covenants that at all relevant times:

   1. Insured has a valid Insurance Policy on the Covered Property and has timely paid all premiums due per the terms of the Insurance Policy.

   2. The Covered Property is owned by the Insured. 

   3. Insured's execution, delivery, and performance of this Agreement does not and will not breach any other agreement to which it is a party and does not require the consent of any third party.

   4. Insured is solvent.

   5. Insured has not waived any rights, terms, or conditions of the Insurance Policy and neither the Insured nor the Insurer has waived, altered, modified or amended in any respect the Insured's rights and obligations under the terms of the Insurance Policy; and

   6. Insured is not engaged in any litigation, mediation, or arbitration whatsoever with respect to the Insurer or its agent(s), and neither has threatened the other in writing with any litigation,  mediation, or arbitration.

   7.   

6. Miscellaneous.

   1. Notices.  All notices and other communications under this Agreement shall be in writing and shall be deemed given upon the first to occur of (i) deposit with the United States Postal Service or overnight courier service, properly addressed, and postage prepaid; (ii) transmittal by electronic means, including email, properly addressed; or (iii) actual receipt by an employee or agent of the other party. Notices hereunder shall be sent to the following addresses, or to such other address as such party shall specify in writing:

      1. If to Insured to the address on file with ClaimSetter (please contact ClaimSetter to update your contact information)

      2. If to ClaimSetter:

Attn: Head of Claims Operation

notices@claimsetter.com

1. Amendments and Waivers.  Neither this Agreement nor any provision hereof may be amended, modified, or waived except in writing signed by both Parties.  No failure to exercise and no delay in exercising, on the part of ClaimSetter, any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise thereof.

2. Successors and Assigns.  Insured may not assign its rights under this Agreement without the advance written consent of ClaimSetter.  ClaimSetter shall not be restricted in its ability to assign its rights under this Agreement. The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns.

3. Counterparts; Integration.  This Agreement and any amendments, waivers, consents, or supplements hereto may be executed in counterparts (and by different Parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Agreement constitutes the entire contract between the Parties with respect to the subject matter hereof and supersedes all previous agreements and understandings, oral or written, with respect to the subject matter hereof.

4. Severability.  If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision hereof or invalidate or render unenforceable such term or provision in any other jurisdiction.

5. Governing Law.  This Agreement and any claim, controversy, dispute, or cause of action (whether in contract or tort or otherwise) based upon, arising out of, or relating to this Agreement and the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the State of New Hampshire.

1. DISPUTE RESOLUTION BY BINDING ARBITRATION AND CLASS ACTION WAIVER.

YOU HAVE READ THIS PROVISION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND US. YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS PROVISION AS PROVIDED BELOW.

1. Election to Arbitrate. You and ClaimSetter agree that the sole and exclusive forum and remedy for resolution of a Claim be final and binding arbitration pursuant to this Section (the "Arbitration Provision"). As used in this Arbitration Provision, "Claim" shall include any past, present, or future claim, dispute, or controversy involving you (or persons claiming through or connected with you), on the one hand, and us on the other hand, relating to or arising out of this Agreement, and/or the activities or relationships that involve, lead to, or result from this Agreement, including (except to the extent provided otherwise in the last sentence of Section 13(h) below) the validity or enforceability of this Arbitration Provision, any part thereof, or the entire Agreement. Claims are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity; or otherwise.  Claims include matters arising as initial claims, counter‐claims, cross-claims, third-party claims, or otherwise.  Please note that you may continue to assert Claims in small claims court, if your Claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis.  The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable.

2. Applicability of the Federal Arbitration Act; Arbitrator’s Powers. This Arbitration Provision is made pursuant to a transaction involving interstate commerce and shall be governed by and enforceable under the Federal Arbitration Act (the "FAA"). The arbitrator will apply substantive law consistent with the FAA and applicable statutes of limitations. The arbitrator may award damages or other types of relief permitted by applicable substantive law, subject to the limitations set forth in this Arbitration Provision. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court. The arbitrator shall take steps to reasonably protect confidential information.

3. Informal Dispute Resolution. If a Claim arises, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost effective means of resolving the dispute quickly. You agree that before filing any claim in arbitration, you may submit Claims by sending an email to legal@claimsetter.com at any time.

4. Arbitration Procedures. The party initiating arbitration shall do so with the American Arbitration Association (the "AAA") or Judicial Alternatives and Mediation Services ("JAMS").  The arbitration shall be conducted according to, and the location of the arbitration shall be determined in accordance with, the rules and policies of the administrator selected, except to the extent the rules conflict with this Arbitration Provision or any countervailing law.  If you have any questions concerning the AAA or would like to obtain a copy of the AAA arbitration rules, you may call 1(800) 778-7879 or visit the AAA's web site at: www.adr.org. If you have any questions concerning JAMS or would like to obtain a copy of the JAMS arbitration rules, you may call 1(800) 352-5267 or visit their web site at: www.jamsadr.com. In the case of a conflict between the rules and policies of the administrator and this Arbitration Provision, this Arbitration Provision shall control, subject to countervailing law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply. The arbitration will be held in the United States county where you live or work, or any other location we agree to.

5. Arbitration Fees.  If we elect arbitration, we shall pay all the administrator's filing costs and administrative fees (other than hearing fees). If you elect arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the rules of the administrator selected, or in accordance with countervailing law if contrary to the administrator's rules. We shall pay the administrator's hearing fees for one full day of arbitration hearings. Fees for hearings that exceed one day will be paid by the party requesting the hearing, unless the administrator's rules or applicable law require otherwise, or you request that we pay them and we agree to do so. Each party shall bear the expense of its own attorneys' fees, except as otherwise provided by law. If a statute gives you the right to recover any of these fees, these statutory rights shall apply in the arbitration notwithstanding anything to the contrary herein.

6. Appeals.  Within 30 days of a final award by the arbitrator, any party may appeal the award for reconsideration by a three-arbitrator panel selected according to the rules of the arbitrator administrator. In the event of such an appeal, any opposing party may cross-appeal within 30 days after notice of the appeal. The panel will reconsider de novo all aspects of the initial award that are appealed. Costs and conduct of any appeal shall be governed by this Arbitration Provision and the administrator's rules, in the same way as the initial arbitration proceeding. Any award by the individual arbitrator that is not subject to appeal, and any panel award on appeal, shall be final and binding, except for any appeal right under the FAA, and may be entered as a judgment in any court of competent jurisdiction.

7. No Class Actions.  NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT. Unless consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction. Unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of the named parties only, and only with respect to the claims in arbitration, and shall not (a) determine the rights, obligations, or interests of anyone other than a named party, or resolve any Claim of anyone other than a named party; nor (b) make an award for the benefit of, or against, anyone other than a named party. No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this Section 25.8, and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable. Any challenge to the validity of this class action waiver be determined exclusively by a court and not by the administrator or any arbitrator.

8. Survival and Severability of Arbitration Provision.  This Arbitration Provision shall survive the termination of this Agreement. If any portion of this Arbitration Provision other than the class action waiver is deemed invalid or unenforceable, the remaining portions of this Arbitration Provision shall nevertheless remain valid and in force. If there is a final judicial determination that applicable law precludes enforcement of this Arbitration Provision’s limitations as to a particular claim for relief or particular term, then that claim (and only that claim) or that term (and only that term) must be severed from the Arbitration Provision and may be brought in court. If an arbitration is brought on a class, representative, or collective basis, and the limitations on such proceedings in the class action waiver are finally adjudicated pursuant to the last sentence of the class action wavier to be unenforceable, then no arbitration shall be had. In no event shall any invalidation be deemed to authorize an arbitrator to determine Claims or make awards beyond those authorized in this Arbitration Provision.

1. WAIVER OF RIGHT TO LITIGATE.  THE PARTIES ACKNOWLEDGE THAT THEY HAVE A RIGHT TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR JURY, BUT WILL NOT HAVE THAT RIGHT IF ANY PARTY ELECTS ARBITRATION PURSUANT TO THIS ARBITRATION PROVISION. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO LITIGATE SUCH CLAIMS IN A COURT BEFORE A JUDGE OR JURY UPON ELECTION OF ARBITRATION BY ANY PARTY.

2. Limitation of Liability.  TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER CLAIMSETTER NOR OUR DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS WILL BE LIABLE TO INSURED OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM CLAIMSETTER'S PERFORMANCE OF THE OBLIGATIONS OF THIS AGREEMENT, EVEN IF CLAIMSETTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, CLAIMSETTER'S TOTAL AGGREGATE LIABILITY TO INSURED FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO $1000.  CERTAIN STATE OR NATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES.  IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

3. Indemnification.  Unless prohibited by law, Insured agrees to defend, indemnify, and hold ClaimSetter harmless, including ClaimSetter's subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) Insured's use of ClaimSetter's services; (2) Insured's breach of this Agreement; or (3) any breach of Insured's representations and warranties set forth in this Agreement. Notwithstanding the foregoing, we reserve the right, at Insured's expense, to assume the exclusive defense and control of any matter for which Insured is required to indemnify ClaimSetter, and Insured agrees to cooperate, at your expense, with ClaimSetter's defense of such claims.  ClaimSetter will use reasonable efforts to notify Insured of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

4. Headings.  The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.