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These Terms of Service (the “Terms”) constitute a legally binding agreement made between you, the individual or entity accepting these Terms (“you”), and STAT Health Informatics, Inc. ("STAT," “we," or “us"), concerning your access to and use of the Service (as defined below). The Service is offered subject to your acceptance of all terms and conditions set forth herein.
PLEASE READ THESE TERMS CAREFULLY. BY CLICKING “I ACCEPT” OR BY ACCESSING OR USING THE SERVICE IN ANY MANNER, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS AND BY SUCH OTHER TERMS, CONDITIONS, POLICIES, AND DOCUMENTS THAT MAY BE INCORPORATED HEREIN BY REFERENCE, INCLUDING, WITHOUT LIMITATION, THE STAT PRIVACY POLICY; (B) AFFIRM THAT YOU ARE AT LEAST 18 YEARS OF AGE (OR HAVE REACHED THE AGE OF MAJORITY IN THE JURISDICTION WHERE YOU RESIDE); AND (C) IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER ORGANIZATION, REPRESENT AND WARRANT THAT YOU HAVE THE ORGANIZATIONAL AND LEGAL AUTHORITY TO ACCEPT THESE TERMS ON SUCH COMPANY’S OR OTHER ORGANIZATION’S BEHALF AND TO BIND SUCH COMPANY OR ORGANIZATION. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICE IN ANY MANNER.
THESE TERMS MAY REQUIRE THE USE OF BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES RATHER THAN JURY TRIALS OR CLASS ACTIONS, IN ACCORDANCE WITH THE TERMS OF SECTION 22 (DISPUTE RESOLUTION) BELOW.
STAT MAY REFUSE ACCESS TO OR USE OF THE SERVICE FOR NONCOMPLIANCE WITH ANY PART OF THESE TERMS. THESE TERMS ARE VOID WHERE PROHIBITED BY LAW, AND ANY RIGHTS TO ACCESS OR USE THE SERVICE ARE REVOKED IN SUCH JURISDICTIONS.
If you are registering for or purchasing access to the Service as an entity, you are responsible for all acts and omissions of those accessing or using the Service through you or for whom you have purchased a membership, and for ensuring the compliance of all such users with the terms and conditions of these Terms.
THE SERVICE. STAT is the provider of a general wellness wearable system, consisting of (i) a wearable general wellness device, together with an accompanying charging station (collectively, the “Hardware”), (ii) certain accessories, including a carrying case and other items made available through STAT’s website from time to time (the “Accessories”), and (iii) the online service made available through STAT’s mobile application known as “STAT” and through its website with a homepage at www.stat-health.com, including such subdomains and other websites or applications as STAT may designate from time to time, and all features, content, tools, applications, application program interfaces, widgets and other tools and services included on or available through the foregoing (the “Application” and, collectively with the Hardware and Accessories, the “Service”). The Service allows users to collect and/or track certain biometric and lifestyle information and view and track trends and changes based on the same. NEITHER THE SERVICE NOR ANY COMPONENT THEREOF, INCLUDING, WITHOUT LIMITATION, ALL INCLUDED HARDWARE AND ACCESSORIES AND THE APPLICATION AND ALL INFORMATION PROVIDED ON OR THROUGH THE SERVICE, IS A MEDICAL DEVICE NOR HAVE THEY BEEN CLEARED OR APPROVED BY THE U.S. FOOD AND DRUG ADMINISTRATION. NEITHER THE SERVICE NOR ANY COMPONENT THEREOF IS INTENDED TO, NOR SHOULD THEY BE USED OR RELIED ON TO, DIAGNOSE, TREAT, CURE OR PREVENT ANY DISEASE OR MEDICAL CONDITION. THE SERVICE IS FOR GENERAL WELLNESS INFORMATIONAL USE ONLY AND THE INFORMATION PROVIDED ON OR THROUGH THE SERVICE SHOULD NOT BE CONSTRUED AS MEDICAL ADVICE, CARE OR OPINION OR USED OR RELIED ON FOR MEDICAL PURPOSES. YOUR USE OF THE SERVICE DOES NOT ESTABLISH OR CREATE A DOCTOR-PATIENT OR OTHER HEALTHCARE PROFESSIONAL RELATIONSHIP BETWEEN YOU AND STAT.
USE BY MINORS. You understand and acknowledge that the Service, including all Hardware, has been developed for adult use only and is not intended for use by minors. By accepting these Terms, you acknowledge that you are not purchasing access to the Service for, and will not provide access or use of the Service (including any Hardware) to, any person under age 18.
CHANGES TO THE TERMS. STAT reserves the right to modify or change these Terms, in whole or in part, at any time and in its sole discretion. Without limiting the generality of the foregoing, STAT reserves the right to begin to charge fees for use of the Service, even where the Service was previously made available free of charge, whether with respect to the Service, generally, or with respect to certain features or functionality thereof. Any modifications or changes to these Terms will be effective immediately upon posting to the Application, unless otherwise specified in the updated Terms. Your continued access to and use of the Service confirms your acceptance of these Terms and any changes or modifications made to these Terms. You should review these Terms and the Privacy Policy frequently and ensure you understand all terms, conditions, and policies applicable to your access to and use of the Hardware, the Accessories, the Application, and the Service, generally.
ACCESS TO THE APPLICATION. Subject to and conditioned upon your compliance with these Terms, STAT hereby grants to you a personal, revocable, limited, non-transferable, non-exclusive right to access and use the features and functionality of the Application, solely for your personal, non-commercial use, in accordance with the terms and limitations of your Membership (as defined below) and during your paid-up membership period. STAT may suspend or terminate your access to the Application or any component thereof at any time and for any reason, including if STAT determines you have violated these Terms. We may modify, discontinue, replace, or cease to support the Application, the Hardware, any Accessories, or any Membership, or any portion of the foregoing, from time to time in our sole discretion and without prior notice to you.
HARDWARE.
Provision of Hardware. If you are a first-time purchaser of a Membership, you will be required to purchase one set of Hardware for use by you in connection with the Application (the “Initiation Package”). You understand and acknowledge that the Hardware is necessary for the proper use and function of the Application. All provided Hardware, including as contained in the Initiation Package, is provided to you for your personal use in connection with your Membership only and may not be shared, sold, or otherwise transferred. Your Initiation Package, and any Hardware replacements or additional Accessories you may order, will be sent to you in accordance with STAT’s standard shipping practices. All applicable shipping and handling charges will be as set forth at the online point of purchase. Risk of loss and title to the Initiation Package and any replacement Hardware or additional Accessories you order will pass to you upon STAT’s delivery of the same to the applicable carrier.
Use of Hardware. THE HARDWARE AND ANY ASSOCIATED ACCESSORIES ARE NOT MEDICAL DEVICES, HAVE NOT BEEN CLEARED OR APPROVED BY THE U.S. FOOD AND DRUG ADMINISTRATION, AND MAY NOT BE USED FOR MEDICAL PURPOSES. Please carefully review all documentation, manuals, instructions, and warnings provided to you by STAT with respect to the Hardware and any Accessories (collectively, “Hardware Instructions”). You agree to use all Hardware and Accessories: (i) for non-medical purposes only; (ii) in a careful, safe, and proper manner, consistent with the purpose intended; (iii) in compliance with all applicable laws, rules, and regulations; and (iv) in compliance with all Hardware Instructions. Without limiting the foregoing, you understand and acknowledge that you, and not STAT, are solely responsible for ensuring that all Hardware and Accessories are used, cleaned, operated, and maintained in strict accordance with all Hardware Instructions. YOU AGREE AND ACKNOWLEDGE THAT STAT WILL NOT BE RESPONSIBLE FOR ANY LIABILITY OR HARM THAT MAY RESULT FROM OPERATION OR USE OF THE HARDWARE OR ACCESSORIES IN VIOLATION OF OR IN ANY MANNER INCONSISTENT WITH THE HARDWARE INSTRUCTIONS AND THE TERMS OF THIS SECTION. You agree to, and hereby do, release STAT and its successors from any claims, demands, losses, damages, rights, and actions of any kind, including personal injuries, death and property damage, that either directly or indirectly arise from any use or misuse of the Hardware, Accessories, or any other aspect of the Service in violation of the Hardware Instructions or these Terms. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
Defective Hardware. In the event that any Hardware provided to you pursuant to Section 5(a) is no longer functional and is without obvious signs of misuse or physical damage (“Defective Hardware”), STAT will replace such Hardware, free of charge, provided that (i) at such time, you have a current and valid Membership that you purchased directly from STAT, and (ii) you return the Defective Hardware to STAT in accordance with the requirements of Section 5(e) below. All determinations as to whether Hardware constitutes Defective Hardware and whether any Hardware is eligible for replacement pursuant to this Section 5(c) shall be made by STAT in its sole discretion.
Lost or Damaged Earpieces. In the event that the earpiece component of the Hardware provided to you pursuant to Section 5(a) is lost or damaged (“Damaged Earpiece”), STAT will replace such Damaged Earpiece at the following prices, provided that, at such time, (i) you have a current and valid Membership, (ii) there are at least 6 months remaining in the then-current term of your Membership, (iii) you purchased your Membership and Initiation Package directly from STAT, and (iv) you return the Damaged Earpiece to STAT in accordance with the requirements of Section 5(e): (1) with respect to your initial request for the replacement of a Damaged Earpiece, a price of $50 USD, plus shipping and handling costs; and (ii) with respect to any other request for the replacement of a Damaged Earpiece, a price of $100, plus shipping and handling costs. You hereby authorize STAT to charge your Payment Method (as defined below) for any charges assessed to you for replacement of Damaged Earpieces pursuant to this Section. All determinations as to whether any earpiece constitutes a Damaged Earpiece and whether any earpiece is eligible for replacement pursuant to this Section 5(d) shall be made by STAT in its sole discretion.
Replacement Procedure. To request any replacement of Hardware, whether with respect to Defective Hardware pursuant to Section 5(c) or a Damaged Earpiece pursuant to Section 5(d), please contact STAT’s support team at support@stat-health.com to obtain a Return Merchandise Authorization (“RMA”). No replacement of any type will be processed without an RMA number. You are responsible for all shipping and handling charges on returned Hardware (or any component thereof), and you bear the risk of loss during shipment. We therefore strongly recommend that you fully insure your return shipment against loss or damage and that you use a carrier that can provide you with proof of delivery for your protection.
USER ACCOUNTS. In order to access and use the Service or certain features thereof, you will be required to establish a STAT profile and user account (a “User Account”). You must provide true, accurate, current, and complete information as prompted by the applicable registration form, and you are responsible for keeping such information up to date. You are responsible and liable for all activities conducted through your User Account, regardless of who conducts those activities. You are responsible for maintaining the confidentiality of any user IDs, passwords and other credentials associated with your User Account, and shall immediately notify STAT of any actual or suspected unauthorized access to or use of your User Account or any associated user IDs, passwords, or other credentials. You will cooperate fully with STAT and take all actions that STAT reasonably deems necessary to maintain or enhance the security of the Service or STAT’s computing systems and networks. STAT is not and shall not be deemed liable for any loss or damage to you arising from your failure to comply with this Section 6.
PROHIBITED ACTIVITIES. You agree to access and use the Service solely in accordance with all applicable laws. You shall not and shall not attempt to, and you shall not permit any third party to: (i) use or rely on the Service for medical purposes, including, without limitation, diagnosis or treatment; (ii) copy, reproduce, frame, mirror, modify, decompile, disassemble, create derivative works based on, or reverse engineer the Application, the Hardware, the Accessories, or any associated software or materials (except to the extent that applicable law prohibits or restricts reverse engineering restrictions); (iii) except as otherwise expressly permitted herein, copy, modify, create derivative works of, retransmit, sell, license, broadcast, or otherwise distribute any content made available to you through the Service; (iv) provide any third parties with access to any of the Service, or use any of the Service for time sharing or similar purposes for the benefit of any third party; (v) sell, resell, rent or lease the Service or any portion thereof; (vi) remove any copyright or proprietary notices contained in any portion of the Service or in any output thereof; (vii) breach, disable or tamper with, or develop or use (or attempt) any workaround for, any security measure provided or used by the Service; (viii) scrape or access the Service via any bot, web crawler or non-human user; (ix) access or use (or permit a third party to access or use) the Service, or any portion thereof, for any unlawful purpose or for purposes of monitoring the availability, performance or functionality of the Service or for any other benchmarking or competitive purposes; (x) attempt to gain unauthorized access to the Service or any related systems, software or networks; (xi) access the Service, or any portion thereof, in order to build a competitive product or service, or copy any features, functions or graphics of the Service; (xii) use the Service to transmit viruses or malicious code; or (xiii) make any use of, or take any other action with respect to, the Service or any component thereof in a manner that violates applicable law or any provision of these Terms.
SUBMITTED CONTENT. The Application may permit you to upload, input, or otherwise submit certain biometric data or other data or information relating to your health, lifestyle, symptoms and/or behaviors (collectively, “Submitted Content”) for purposes of your facilitating the tracking and analysis of the same. As between you and STAT, you are solely responsible for all such Submitted Content and for the accuracy, quality, integrity, legality, and reliability of the same. Without limiting the generality of the foregoing, you shall not upload or input to or in connection with the Service any Submitted Content or other information, materials, or content that (i) infringes the intellectual property rights, rights of privacy or publicity, or other proprietary rights of any third party, (ii) you know to be inaccurate, incomplete, or incorrect, (iii) violates any applicable law, or (iv) contains any malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code. Additionally, you represent and warrant to STAT that you have or have obtained all permissions and consents necessary for you to properly comply with these Terms, to grant the license set forth in Section 14(c), and to otherwise permit the access and use of such Submitted Content by STAT as contemplated hereunder.
STAT ANALYTICS. In connection with its provision of the Service, STAT may compile, aggregate, collate, synthesize, and/or analyze Submitted Content and data and readings that you allow to be collected through your use of the Hardware (“Hardware Readings”) in order to generate and/or identify trend insights and other analytics with respect to the same (“Generated Analytics”), which Generated Analytics may be accessible to you through the Application. ANY HARDWARE READINGS OR GENERATED ANALYTICS ARE DESIGNED AND PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE USED OR RELIED ON TO DIAGNOSE, TREAT, CURE OR PREVENT ANY DISEASE OR MEDICAL CONDITION OR FOR ANY OTHER MEDICAL PURPOSE.
RISKS AND CONSIDERATIONS; DISCLAIMERS AND RELEASES.
Service is not a Medical Device and has not been Cleared or Approved by the FDA. NEITHER THE SERVICE NOR ANY COMPONENT OF THE SERVICE IS A MEDICAL DEVICE NOR HAVE THEY BEEN CLEARED OR APPROVED BY THE U.S. FOOD AND DRUG ADMINISTRATION.
Service is for Informational Purposes Only and Not Intended to Diagnose, Treat, Cure or Prevent any Disease or Condition. The Service contains and may enable you to obtain information relating to health and wellness. The information provided on or available through the Service is provided for informational purposes only and is not intended and should not be used to diagnose, treat, cure or prevent any disease or medical condition.
Service and Information are Not Medical Advice or Opinion or a Substitute for Them. NEITHER THE SERVICE NOR ANY INFORMATION PROVIDED ON OR AVAILABLE THROUGH THE SERVICE (INCLUDING, WITHOUT LIMITATION, HARDWARE READINGS AND GENERATED ANALYTICS) IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICAL OR PROFESSIONAL CARE. UNDER NO CIRCUMSTANCES WILL ANY OF YOUR INTERACTIONS WITH US OR THE SERVICE BE DEEMED TO OR CONSTRUED TO ESTABLISH OR CREATE A DOCTOR-PATIENT OR OTHER HEALTHCARE PROFESSIONAL RELATIONSHIP BETWEEN YOU AND STAT. YOU SHOULD NOT RELY ON ANY INFORMATION PROVIDED ON OR AVAILABLE THROUGH THE SERVICE (INCLUDING, WITHOUT LIMITATION, HARDWARE READINGS AND GENERATED ANALYTICS) AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH, YOU SHOULD ALWAYS CONSULT A PHYSICIAN OR OTHER HEALTH-CARE PROFESSIONAL. DO NOT EVER DISREGARD, AVOID OR DELAY OBTAINING MEDICAL OR HEALTH RELATED ADVICE FROM YOUR HEALTH-CARE PROFESSIONAL BECAUSE OF SOMETHING YOU MAY HAVE VIEWED ON THE APPLICATION OR RECEIVE VIA THE SERVICE.
Information May be Inaccurate. You understand that the accuracy of any information generated through your use of the Service is depending on your proper use of the applicable components and upon your supplying accurate information where applicable, including that the accuracy of any Hardware Readings and Generated Analytics are strictly dependent upon the accuracy of your Submitted Content and on your proper use of the Hardware. In addition, you acknowledge and accept that the Service may yield inaccurate results regardless of circumstances, including inaccurate Hardware Readings or Generated Analytics. STAT makes no representations or warranties, whatsoever, regarding the availability, accuracy, quality, or reliability of any Hardware Readings or Generated Analytics or other information generated through the use of the Service, and STAT disclaims any responsibility or liability with respect to the same.
Information is Incomplete and May be Misleading; Taking or Refraining from Actions Can Have Negative Consequences; It is Important to Consult with a Qualified Healthcare Professional. You understand that, even if accurate, the information provided on or available through your use of the Service, including without limitation the Hardware Readings and Generated Analytics, is not a complete picture of your health and wellness. Many factors are involved. For example, EVEN if a Hardware Reading accurately detects a LOW FLOW INDEX, WHICH IS CORRELATED TO symptomS such as lightheadedness, and associated Generated Analytics suggest a particular action such as drinking water, it does not mean that the lOW FLOW INDEX is the result of dehydration or that drinking water will address the symptom OR THE UNDERLYING CAUSE OF THE SYMPTOM. Any of a number of factors could have caused the LOW FLOW INDEX. In addition, the information may be misleading if your physiological functions and responses differ materially from population averages due to medical conditions or natural differences. Furthermore, taking actions or REFRAINING FROM TAKING ACTOINS based on information provided on or available through the Service can have negative consequences, and it is important to consider all factors and to be sensitive to your body’s responses. For example, excessive drinking of water can result in severe consequences such as water poisoning, intoxication, or a disruption of brain function. If you take any action or REFRAIN FROM TAKING ANY ACTION based on information provided on or available through the Service, you agree that you do so fully at your own risk. You acknowledge that it is crucial to seek the advice of a qualified healthcare professional regarding whether, when, and to what extent you should make use of our Service or any information provided on or available through the Service, given your medical history and personal circumstances.
Choking Hazard; Keep Out of Reach of Children and Pets. The earpiece component of the Hardware may pose a swallowing or choking hazard. In addition, when the earpiece is in the base charging station during charging, the base charging station lid could be opened by a child or a pet to access the earpiece. Accordingly, the Hardware should be kept out of reach of children and pets at all times.
Use is at Solely at Your Own Risk. THE USE OF ANY INFORMATION PROVIDED ON OR AVAILABLE THROUGH THE SERVICE (INCLUDING, WITHOUT LIMITATION, ANY HARDWARE READINGS OR GENERATED ANALYTICS) IS SOLELY AT YOUR OWN RISK. YOU AGREE AND ACKNOWLEDGE THAT STAT WILL NOT BE RESPONSIBLE FOR ANY LIABILITY OR HARM THAT MAY RESULT FROM YOUR USE OF OR RELIANCE ON ANY INFORMATION PROVIDED ON OR AVAILABLE THROUGH THE SERVICE, INCLUDING WITHOUT LIMITATION ANY HARDWARE READINGS OR GENERATED ANALYTICS. You agree to, and hereby do, release STAT and its successors from any claims, demands, losses, damages, rights, and actions of any kind, including personal injuries, death and property damage, that either directly or indirectly arise from any use of or reliance on any information provided on or available through the Service. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
Some jurisdictions do not allow the disclaimer or release of certain liability, so the foregoing disclaimers and releases may not apply to you. To the extent that in a particular circumstance any disclaimer or release set forth in this Section or elsewhere in the Terms is prohibited by applicable law, then, instead of the provisions hereof in such particular circumstance, STAT shall be entitled to the maximum disclaimer or release available at law and equity in that particular circumstance.
TERM AND TERMINATION. These Terms shall remain in full force and effect while you use or have access to the Service. STAT may terminate or restrict your access to any or all of the Service or to your User Account, for any reason, and without warning, and STAT reserves the right to discontinue or modify any aspect of the Service at any time. Any termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. Upon termination of these Terms, you will remain liable for any accrued charges and amounts due as of the date of such termination, if any, and shall immediately cease to use the Service.
MEMBERSHIPS AND FEES.
Membership Plans. The Service is offered on a membership basis and in accordance with the individual service plan selected by you at the online point of purchase (a “Membership”). Where you are a first-time purchaser, you may only purchase a Membership that includes an Initiation Package. We may modify, terminate, or replace any Membership from time to time in our sole discretion and without prior notice; provided, however, that any such modification, termination, or replacement shall not become effective as to you until the end of your then-current membership term or Renewal (as defined below), as the case may be. You should carefully review the scope and limitations of any Membership prior to any purchase of the same.
Membership Fees. As consideration for STAT’s provision of the Service hereunder, you will pay to STAT all membership fees, Initiation Package fees, shipping and handling fees, Hardware replacement fees, and other amounts applicable to your access to and use of the Service, as set forth herein. You must have a current valid credit card or other payment method acceptable to STAT (a "Payment Method") in order to access or make a purchase with respect to the Service. By providing a Payment Method to STAT, you are expressly authorizing STAT to charge you the membership fees, Initiation Package fees, shipping and handling fees, replacement Hardware fees, and other amounts applicable to your purchases with respect to the Service and otherwise applicable to your Membership at the applicable frequency and at the then-current rate. The membership fees, Initiation Package fees, and other amounts applicable to your Membership shall be as posted at https://www.stat-health.com/reward-selection as of the payment due date. STAT will bill all applicable membership fees, Initiation Package fees, and other amounts in advance and to the Payment Method you provide during registration, or to a different Payment Method if you update your Payment Method in your User Account or use a different Payment Method in connection with a particular purchase. EXCEPT AS OTHERWISE SET FORTH IN SECTION 12(D) WITH RESPECT TO RETURNS, ALL MEMBERSHIP FEES, INITIATION PACKAGE FEES, AND OTHER AMOUNTS ARE FULLY EARNED UPON PAYMENT AND ARE NON-REFUNDABLE.
Renewals. Your Membership will automatically renew on a month-to-month basis upon expiration of your initial membership term unless and until you cancel your Membership in accordance with Section 12(d) or 12(e) of these Terms or we terminate it. YOU MUST CANCEL YOUR MEMBERSHIP BEFORE IT RENEWS FOR A RENEWAL MEMBERSHIP PERIOD IN ORDER TO AVOID BILLING OF MEMBERSHIP FEES AND OTHER AMOUNTS FOR THE RENEWAL MEMBERSHIP PERIOD TO YOUR PAYMENT METHOD.
Returns. Your initial purchase of a Membership may be cancelled by you, subject to your payment of a $100 USD custom fitting fee (the “Custom Fitting Fee”), at any time prior to the expiration of the Evaluation Period, by following the cancelation procedure set forth in Section 12(e) and returning all Hardware and any included Accessories to STAT in accordance with the return procedures provided to you by STAT. Promptly following any such cancellation by you and following STAT’s receipt of the returned Hardware and Accessories, STAT will refund to you any membership fees and Initiation Package fees paid by you with respect to the cancelled Membership, minus the Custom Fitting Fee. All returned Hardware and Accessories must be postmarked on or before the last day of the Evaluation Period to qualify for a refund hereunder. For the avoidance of doubt, the foregoing cancellation right shall apply only to your initial purchase of a Membership, and not to any reactivations, renewals or repurchases of the same or any other Membership. For purposes of this Section 12(d), “Evaluation Period” shall mean a 30 calendar-day period beginning on the first to occur of the following: (i) the date on which you connect the earpiece component of the Hardware to the charging station component of the Hardware, following your connection of the charging station to the internet; or (ii) 30 days after the shipment date of your Initiation Package.
Cancelation. Except as otherwise provided in Section 12(d) with respect to returns occurring in the Evaluation Period, you may cancel your Membership at any time; provided, however, that any such cancellation shall not become effective until the expiration of your then-current membership term. If you cancel your Membership, you will continue to have access to the Service in accordance with the terms of your applicable Membership for the remainder of the then-current membership term (except where such cancellation is in connection with a return properly completed under Section 12(d)). EXCEPT AS OTHERWISE SET FORTH IN SECTION 12(D), STAT DOES NOT PROVIDE REFUNDS OR CREDITS WITH RESPECT TO THE SERVICE OR ANY MEMBERSHIP, INCLUDING FOR ANY PARTIALLY USED MEMBERSHIP TERMS. Should you wish to cancel any Membership, you may do so through the User Account settings accessible through STAT’s website at www.stat-health.com. Cancellations of Memberships will only be effective when submitted in compliance with the requirements of, and as set forth in, this Section 12(e).
Taxes. The fees specified in these Terms are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT) (collectively, “Taxes”). You shall be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on STAT’s net income.
Promotions. STAT may offer from time to time promotions on its website or with respect to the Service that may affect pricing and that are governed by terms and conditions separate from or in addition to those in these Terms. If there is a conflict between the terms for a promotion and the provisions of these Terms, the promotion terms will govern.
PRIVACY. You acknowledge and agree that information collected by STAT is subject to our Privacy Policy. By accessing or using the Service in any manner, you consent to all actions we take with respect to your information in compliance with our Privacy Policy.
INTELLECTUAL PROPERTY
STAT Intellectual Property. As between you and STAT, STAT shall be the sole and exclusive owner of: (i) the Application, all software and other technologies embodied in or used to provide the same, and all intellectual property rights therein or relating thereto; (ii) all intellectual property rights used to create, embodied in, used in, and otherwise relating to the Hardware, Accessories, or any of their respective component parts; and (iii) any Generated Analytics (except to the extent incorporating User Content (as defined below)) (collectively, the “STAT IP”). No rights are granted to you other than as expressly set forth herein.
User Content. As between you and STAT, but subject to Section 14(c) hereof, you own all right, title and interest in and to your Submitted Content and, except to the extent incorporating or based on any STAT IP, any Hardware Readings generated by your personal use of the Hardware (collectively, “User Content”).
License to User Content. You hereby grant to STAT an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute your User Content for purposes of providing the Service, and for such other purposes as may be set forth herein. You represent and warrant to STAT that you have all rights necessary to grant the rights and licenses granted to STAT under these Terms.
Feedback. To the extent you provide STAT with any suggestions, feature requests, evaluation results, feedback, or other input in relation to any aspect of the Service (collectively, “Feedback”), you hereby assign and agree to assign to STAT all right, title and interest in and to such Feedback, including any intellectual property rights therein, and agree that STAT will be free to use such Feedback in any manner, including by implementing such Feedback in the Service and/or STAT’s other technologies, products and services, without compensation or other obligation to you.
Data Use. Without limiting any of STAT’s other rights hereunder, STAT shall have the right to collect, examine, extract, model, manipulate, aggregate, collate, analyze, create analysis using, reproduce and otherwise use, on a de-identified basis, any information, including, without limitation, usage information, that STAT learns, acquires or obtains in connection with these Terms, within the scope of its regular business operations, including, without limitation, (i) developing, operating, and ensuring the integrity of data sets, algorithms or other analytical tools, (ii) testing, implementing, benchmarking, integrating, developing, optimizing or improving STAT software and other products and services, and (iii) marketing, distributing, or otherwise making STAT products and services available to its customers.
THIRD PARTY APPLICATIONS. The Service may contain links to or otherwise utilize or allow you to access third party applications and services (collectively, “Third Party Services”) that are not owned or controlled by STAT. When you access third party websites or Third Party Services, you do so at your own risk. STAT encourages you to be aware when you leave the Application and to read the terms and conditions and privacy policy of each third-party website or Third Party Service (collectively, “Third Party Terms”) that you visit or from which you access any product or service. STAT has no control over, and assumes no responsibility for, the content, accuracy, Third Party Terms, or practices of any third-party website or Third Party Service. In addition, STAT will not and cannot monitor, verify, censor, or edit the content of any third-party website or Third Party Service. When you visit or use a third party’s website or Third Party Service, you acknowledge that such website or Third Party Service is subject to the applicable Third Party Terms, and you release us from any liability arising from your use of such websites or Third Party Service. You acknowledge that we are not responsible for such third parties or their products or services. Any such activities, and any Third Party Terms associated with such activities, are solely between you and the applicable third party.
DISCLAIMER OF WARRANTIES. THE SERVICE AND ANY INFORMATION PROVIDED OR AVAILABLE THROUGH THE SERVICE IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, AND STAT HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, TITLE, AND NON-INFRINGEMENT. NEITHER STAT NOR ANY PERSON ASSOCIATED WITH STAT MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICE OR ANY INFORMATION PROVIDED OR AVAILABLE THROUGH THE SERVICE. WITHOUT LIMITING THE FOREGOING, NEITHER STAT NOR ANYONE ASSOCIATED WITH STAT REPRESENTS OR WARRANTS THAT THE SERVICE, OR ANY INFORMATION PROVIDE ON OR AVAILABLE THROUGH THE SERVICE (INCLUDING, WITHOUT LIMITATION, RESULTS GENERATED FROM YOUR USE OF THE SERVICE SUCH AS HARDWARE READINGS AND GENERATED ANALYTICS), WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICE OR ANY SUCH INFORMATION WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. STAT MAKES NO REPRESENTATIONS OR WARRANTIES THAT ANY CONTENT DISPLAYED, POSTED TO, GENERATED, OR OTHERWISE PROVIDED ON OR MADE AVAILABLE THROUGH THE SERVICE (INCLUDING, WITHOUT LIMITATION, ANY HARDWARE READINGS OR GENERATED ANALYTICS) WILL BE COMPLETE, ACCURATE, OR RELIABLE, AND YOU ARE SOLELY RESPONSIBLE FOR YOUR ACCESS TO, USE OF, AND RELIANCE ON THE SAME. AS BETWEEN YOU AND STAT, YOU ASSUME ALL RISK IN CONNECTION WITH YOUR USE OF AND RELIANCE ON THE SERVICE AND ALL CONTENT PROVIDED ON OR AVAILABLE THROUGH THE SERVICE (INCLUDING, WITHOUT LIMITATION, RESULTS GENERATED FROM YOUR USE OF THE SERVICE SUCH AS HARDWARE READINGS OR GENERATED ANALYTICS).
Some jurisdictions do not allow the disclaimer of certain warranties or liability, so the foregoing disclaimer may not apply to you. To the extent that in a particular circumstance any disclaimer set forth in this Section or elsewhere in the Terms is prohibited by applicable law, then, instead of the provisions hereof in such particular circumstance, STAT shall be entitled to the maximum disclaimer available at law and equity in that particular circumstance.
INDEMNITY. You agree to indemnify, defend, and hold STAT and its officers, directors, employees, agents, licensors, and service providers harmless from and against any claims, liabilities, losses, damages, judgments, awards, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) your violation of these Terms, including, but not limited to, any access to, use of, or reliance on the Service in any manner not expressly authorized hereunder; (b) any claim that your Submitted Content or Hardware Readings infringe, misappropriate, or otherwise violates the intellectual property rights or rights of privacy or publicity of any third party (except to the extent caused exclusively by any STAT IP); (c) your negligence or willful misconduct; and (d) your breach of any applicable law, rule, or regulation or your violation of the rights of any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any action subject to indemnification by you, and in such event you agree to cooperate with us in defending such action.
LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL STAT OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE SERVICE OR ANY CONTENT GENERATED THEREON OR MADE AVAILABLE THERETHROUGH, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, LOSS OF DATA, DAMAGE TO OR LOSS OF PROPERTY, OR PERSONAL INJURY OR DEATH, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. IF, NOTWITHSTANDING THE PROVISIONS OF THIS SECTION, STAT IS FOUND LIABLE FOR ANY LOSS OR DAMAGE UNDER ANY LEGAL THEORY RELATING IN ANY WAY TO THE SUBJECT MATTER OF THESE TERMS, IN NO EVENT WILL STAT’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO STAT IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM. If you are not satisfied with the Service, your sole and exclusive remedy is to cease all access to and use of the Service.
Some jurisdictions do not allow the limitation of liability for incidental or consequential damages or other damages or liability, so the foregoing limitations may not apply to you. To the extent that in a particular circumstance any limitation on damages or liability set forth in this Section or elsewhere in the Terms is prohibited by applicable law, then, instead of the provisions hereof in such particular circumstance, STAT shall be entitled to the maximum limitations on damages and liability available at law and equity in that particular circumstance.
You and STAT understand and agree that the releases, disclaimers, exclusions, and limitations in this Section 18 and in Sections 10 and 16 and elsewhere in these Terms are essential elements of these Terms and that they represent a reasonable allocation of risk. In particular, you understand that STAT would be unable to make the Service available to you except on these terms and agree that these Terms will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.
SERVICE SUPPORT. If you encounter technical problems when using the Service, please contact us at support@stat-health.com.
OPERATION FROM THE UNITED STATES. The Service is hosted by servers located in the United States. Using the Service may be prohibited or restricted in certain other countries. If you use the Service from outside of the United States, you are responsible for complying with the laws and regulations of the applicable territory. Without limiting the foregoing, if you attempt to use the Service from a physical location in the European Union, United Kingdom, Asia, or any other region with laws or regulations governing personal data collection, use, and disclosure that differ from United States laws, please be advised that through your continued use of the Service, which is governed by U.S. law and these Terms (including the STAT Privacy Policy): (i) you are transferring your personal information to the United States; and (ii) you hereby consent to such transfer, to the application of the laws of the United States and the State of Delaware with respect to any dispute arising from or related to the Privacy Policy and your use of the Service, and to the exclusive jurisdiction of the courts of the United States and the State of Massachusetts.
CONTENT RETENTION. Except where you otherwise request deletion of your data in accordance with the terms of our Privacy Policy, STAT will use its commercially reasonable efforts to maintain a copy of your Submitted Content, Hardware Readings, and Generated Analytics for a period of up to 4 years (“Retained Content”). Retained Content may be accessed by you through the Service at any time that you have a current and valid Membership, provided that you retain the same User Account. Notwithstanding the foregoing, however, you agree and acknowledge that STAT is not a provider of content back-up or archiving services. As between you and STAT, you are solely and exclusively responsible for backing up and archiving any Submitted Content, Hardware Readings, or Generated Analytics. Subject to STAT’s limited commitments with respect to Retained Content set forth above, STAT reserves the right, upon any termination of your right to access or use the Application, to delete any Submitted Content, Hardware Readings, or Generated Analytics without notice or liability to you.
DISPUTE RESOLUTION.
Please read this Section carefully. It impacts the rights that you may otherwise have. It provides for resolution of most disputes through individual arbitration instead of trial courts and class actions. This “Dispute Resolution” section survives any expiration or earlier termination of these Terms.
Informal Dispute Resolution. As a condition precedent which must be satisfied prior to initiating any arbitration or other action against the other party, both you and STAT agree to the following dispute resolution procedure: In the event of any controversy, claim, action or dispute arising out of or related to the Service, or the breach, enforcement, interpretation, or validity of these Terms ("Claim"), the party asserting the Claim must first try in good faith to settle such Claim by providing written notice, by first class or registered mail, to the other party describing the facts and circumstances (including any supporting documentation) of the Claim. The party asserting the Claim must allow the receiving party 30 days in which to respond to or settle the Claim.
For purposes of this Section, notices must be sent as follows:
If to STAT: to STAT Health Informatics, Inc., Attn: Legal/Compliance, 119 Braintree Street, Suite 301, Allston, MA 02134, with a copy emailed to support@stat-health.com.
If to you: to any address listed in or associated with your User Account or that you otherwise submit to us through your use of the Service.
Arbitration. To the extent you cannot resolve any Claim through the informal dispute resolution procedure set forth above, and except as otherwise set forth herein, a Claim must be resolved through binding individual arbitration. You agree to give up your right to go to court to assert or defend your rights under these Terms and with respect to any Claim. You and STAT each expressly delegate to the arbitrator the authority to determine the arbitrability of any Claim, including the scope, applicability, validity, and enforceability of this arbitration provision
To begin an arbitration proceeding, you must send a written request to STAT at: STAT Health Informatics, Inc., Attn: Legal/Compliance, 119 Braintree Street, Suite 301, Allston, MA 02134, with a copy emailed to support@stat-health.com. You agree that the arbitration will be conducted by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules (“AAA Rules”), as modified by this Arbitration Agreement. The AAA Rules are available on the AAA’s website www.adr.org, or by calling the AAA at (800) 778-7879. In accordance with the AAA Rules, you must also send a copy of your written demand for arbitration to AAA when submitting your request to STAT. In the event that the AAA is unable or unwilling to initiate arbitration within fourteen (14) days of receiving a demand for arbitration, arbitration may be conducted by JAMS, Inc. (in accordance with its Streamlined Arbitration Rules & Procedures) or by any other mutually agreeable arbitration administration service. You and STAT each agree that these Terms evidence a transaction in interstate commerce and that this arbitration provision will be interpreted and enforced in accordance with the U.S. Federal Arbitration Act and federal arbitration law and will not be governed by state law. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The arbitration will be conducted in the English language. An arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief to the extent required to satisfy your individual claim, and must follow and enforce these Terms as a court would. Any arbitration shall be confidential, and neither you nor STAT may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award. Judgment on any arbitration award may be entered in any court having proper jurisdiction.
In lieu of arbitration, and notwithstanding anything in this Section to the contrary, either you or STAT may bring any individual claim in small claims court consistent with the jurisdictional and dollar limits that may apply, but only if it is brought and maintained as an individual claim. Additionally, and notwithstanding anything herein to the contrary, nothing in this Section shall prohibit you or STAT from seeking temporary injunctive relief in a court of competent jurisdiction to prevent an imminent or stop an actual breach of these Terms.
Class Action and Jury Waiver. You and STAT each agree that any proceeding, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. If a court or arbitrator determines in an action between you and STAT that this class action waiver is unenforceable, the arbitration agreement set forth above will be void as to you. If for any reason a Claim proceeds in court rather than through arbitration, you and we each waive any right to a jury trial.
MISCELLANEOUS
Service Availability. You agree and acknowledge that the Service may be temporarily unavailable due to maintenance or other development activities. STAT will use commercially reasonable efforts to provide you with advance notice of any such unavailability, but shall not have any liability to you for any planned or unplanned unavailability or downtime.
Assignment. You may not assign or transfer these Terms or any of your rights or obligations hereunder to any other person without STAT’s prior written consent. Any purported assignment in violation of this paragraph is void and of no effect. These Terms are freely assignable by STAT. These Terms shall be binding on the parties and their permitted successors and assigns. Except as otherwise set forth herein, a person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.
Force Majeure. We will not be liable for any delay or failure in the performance of our obligations under these Terms if the delay or failure is due to any cause outside of our reasonable control.
Governing Law and Venue. These Terms and any dispute or claim arising out of or related to these Terms, their subject matter, or their formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Delaware, other than such laws and case law that would result in the application of the laws of a jurisdiction other than the State of Delaware. The United Nations Convention on Contracts for the International Sale of Goods shall have no applicability. Any dispute between the parties that is not subject to arbitration hereunder or that cannot be heard in small claims court will be resolved in the state or federal courts located in Massachusetts.
Notices. Except as otherwise set forth herein, any notice given under these Terms by any party to another party must be in writing and sent by email, and will be deemed to have been given upon transmission. Notices to STAT must be sent to support@stat-health.com. Notices to you will be sent to any email address associated with your User Account or that you otherwise submit to us through your use of the Service. For contractual purposes, you consent to receive communications from us in electronic form, and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
California Residents. If you are a California resident, you may report a complaint to the Complaint Assistance Unit of the Division of Consumer Services at the California Department of Consumer Affairs by telephone at (800) 952-5210 or by mail at 400 R Street, Sacramento, CA 95814, United States.
Severability and Waiver. If any part or provision of these Terms is held by a court of competent jurisdiction to be invalid, unenforceable, or in conflict with the law, that part or provision shall be replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision, and the remainder of these Terms will continue in full force and effect. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If we waive any breach of these Terms, such waiver will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Entire Agreement. These Terms, together with the Privacy Policy, constitute the sole and entire agreement between you and STAT with respect to the subject matter hereof, and supersede and extinguish all prior agreements, representations (whether oral or written), and understandings regarding such subject matter. The provisions of the following Sections of these Terms will survive any termination of this Agreement: Section 1 (with respect to the final sentence only); Section 5(b); Section 6 (with respect to the final sentence only); Sections 7 through 11; Section 12(f)-(g); Sections 13 through 18; and Sections 20 through 23.
For more information or other questions, please contact us at:
STAT Health Informatics, Inc.
119 Braintree Street, Suite 301
Allston, MA 02134
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