TERMS AND CONDITIONS OF USE
PLEASE READ THIS DOCUMENT CAREFULLY. IT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, INCLUDING CERTAIN LIMITATIONS AND EXCLUSIONS. YOUR USE OF THE WEBSITE AND SERVICES CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF USE. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF USE, YOU MAY NOT USE THE WEBSITE AND SERVICES.
Welcome to Stat PADS. Stat PADS LLC, an Idaho limited liability company, and its affiliates (“Stat PADS”), thank you (sometimes referred to hereinafter as “Client”) for allowing us to fulfill your Automated External Defibrillator (AED)-related service needs. Stat PADS and Client are sometimes collectively referred to herein as the “Parties.” Our website, including, but not limited to, all of its features and content (“Website”), is a service provided by Stat PADS. All Services (defined below) provided by Stat PADS, whether directly or through the Website, shall only be used in accordance with the following terms and conditions of use (“Terms”). If you have any questions or comments regarding these Terms, please contact Stat PADS at 866.782.8723.
1. Services. Stat PADS may provide Client with any or all of the following content, information, software, or services, which are collectively referred to herein as the “Services”: (a) AED management account (“Account”); (b) access and use of Stat Director, a web based AED management program; (c) automated email notifications for AED program maintenance; (d) AED medical direction and prescription certificates; (e) AED policies and procedures manuals; and (f) AED placement, use and servicing notices, reviews, analyses and information. These Services may vary and be modified by Stat PADS without your prior written consent.
2. Client Service Requirements. In order for Stat PADS to accurately provide these Services, Client agrees to comply with the following requirements, which are collectively referred to herein as the “Service Requirements”: (i) identify a contact person in your organization who will serve as the main communication conduit between Client and Stat PADS (“Client Contact”), and provide Stat PADS with the Client Contact’s e-mail address; (ii) register the Account on the Website, which may serve as Stat PADS’ sole means of providing Services and communications; (iii) provide Stat PADS with all information and updates required in connection with the Services, or any other information and updates as requested in writing by Stat PADS; (iv) follow all protocols, policies, procedures and guidelines communicated to you by Stat PADS, including, but not limited to, these Terms and any manufacturers’ AED guidelines; and (v) follow all local, state and federal statutes, rules and regulations applicable to the use of AEDs and the Services.
In the event you fail to satisfy any of the Service Requirements, Stat PADS will send written notice of breach upon discovery of the same to the Client Contact at the e-mail address provided. If you fail to fulfill the Service Requirement(s) within thirty (30) business days after written notification of breach is sent, Stat PADS has the right to suspend the Services set forth in subsections 1(d), (e), and (f) above. Upon suspension of Stat PADS’s services, you will immediately assume full responsibility and liability for compliance with all local, state and federal laws associated with your AED and AED program. Stat PADS’ is thereby released from all rights, causes of action, obligations, costs, expenses, attorneys’ fees, damages, losses, claims, liabilities, suits, debts and demands, of whatever character, in law or in equity, known or unknown, direct or indirect, arising out of or related to your AED or AED program. Aside from Stat PADS’ suspension of performance of its obligations under this Agreement, all other terms and conditions of the Agreement, including but not limited to your payment and indemnification obligations, shall remain in full force and effect.
Upon ten (10) business days suspension of any Service, Stat PADS has the right to terminate this agreement and delete your Account.
3. AED Management Account. Client’s use of the Website and Services will require the registration of an Account. As part of the Account registration process, Client will be provided a user name and password and are required to input certain registration information, which Client hereby represents and warrants will at all times remain accurate and updated. Client further agrees to take reasonable measures to protect the security of your Account, including, but not limited to, not disclosing your password to any third party. Client is responsible for all usage or activity on your Account, including the use of your Account by any unauthorized person. Client shall immediately notify Stat PADS in writing of any known or suspected unauthorized use of your Account. STAT PADS HAS THE RIGHT TO RELY THAT ANY E-MAILS SENT TO THE TO CLIENT CONTACT AT THE E-MAIL ADDRESS PROVIDED TO STAT PADS HAS BEEN RECEIVED BY YOU UNLESS STAT PADS IS NOTIFIED IN WRITING OF A CHANGE IN THE CLIENT CONTACT AND/OR E-MAIL ADDRESS. CLIENT ACKNOWLEDGES THAT STAT PADS WILL SEND ALL COMMUNICATIONS FOR SERVICES TO THE CLIENT CONTACT AT THE E-MAIL ADDRESS PROVIDED.
4. Monthly Fee. In exchange for the Services, Client agrees to pay Stat PADS a non-refundable, monthly fee in the amount of $13.50 per location. Additional devices at the same location will be charged at $5 per month per device. (the “Monthly Fee”). Stat PADS reserves the right to increase the Monthly Fee upon thirty (30) day advance written notice to Client
5. Termination. Except as otherwise provided herein, the Terms shall remain in full force and effect for a term of one (1) year from the date this agreement is accepted below including periods in which certain Services may be suspended. These Terms shall automatically be renewed for successive one year periods unless Client provides written notice of termination to Stat PADS no less than thirty (30) days prior to the end of the term. Stat PADS reserves the right, in its sole and absolute discretion, to terminate your use of the Website and Services at any time upon thirty (30) days prior written notice. You may terminate your use of the Website and Services upon thirty (30) days prior written notice to Stat PADS at the address listed below. You acknowledge and agree that upon termination, (a) you will no longer have use of the Website and Services; (b) you will assume all obligations and duties associated with your AED; (c) you will return all documents provided to you by Stat PADS within thirty (30) days of termination; and (d) Stat PADS will not refund any portion of the Monthly Fee.
6. Exclusion of Warranties. The success of the Website and Services depends on the Client’s compliance with the Service Requirements. Upon Stat PADS’ receipt of written notification of any problems with the Website and/or Services, Stat PADS, in its sole and absolute discretion, may choose to take corrective action to remedy such problems or give Client a refund; provided, however, Client acknowledge that in no event shall Stat PADS’ liability exceed the amount of the Monthly Fee. Without limiting the foregoing, Client hereby acknowledges and agrees:
CLIENT’S USE OF THE WEBSITE AND SERVICES IS SOLELY AT CLIENT’S OWN RISK. THE WEBSITE AND SERVICES ARE PROVIDED WITH ALL FAULTS ON AN “AS IS” AND “AS AVAILABLE” BASIS. STAT PADS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES THAT THE WEBSITE AND SERVICES ARE FREE OF DEFECTS, MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED OR NON-INFRINGING AND WILL MEET YOUR REQUIREMENTS. STAT PADS WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT RESULT FROM THE USE OF, MISUSE OF, FAILURE TO USE, INABILITY TO USE OR RELIANCE UPON THE WEBSITE AND SERVICES.
CLIENT’S RIGHTS MAY VARY FROM STATE TO STATE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
7. Indemnification. Client hereby agrees to indemnify, defend and hold harmless Stat PADS and its affiliates, successors and assigns, from any and all liabilities, claims, and expenses, including, but not limited to, attorney’s fees and costs, that arise from your violation of the Terms or your use of the Website or Services. Stat PADS reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Client, in which event you will cooperate with Stat PADS in asserting any available defenses.
8. Intellectual Property. Client shall not use Stat PADS’ name, trademark, trade name, service mark or logos (whether registered or not), in any manner whatsoever without Stat PADS’ prior written consent. Client’s use and/or receipt of the Website and Services in no way limits Stat PADS’ right, title and interest thereto, including, but not limited to, any copyright and patent rights.
9. Confidentiality. Client acknowledges that the Services and the information and documentation related thereto, including, but not limited to, all training manuals, instructions, specifications, and Stat Director software, constitute Stat PADS’ valuable, confidential and proprietary information (“Confidential Information”). Accordingly, Client agrees not to use the Confidential Information other than in connection with the Services and performance of these Terms, and to cause its affiliates, employees, independent contractors and agents to be bound by the same obligations of confidentiality. Client shall neither communicate nor provide access to Confidential Information to any third party without Stat PADS’ prior written consent.
Client acknowledges and agrees that the remedy at law for any breach of the foregoing covenant would not be adequate for the protection of Stat PADS, and that upon any breach thereof by Client, Stat PADS will be entitled to seek injunctive relief to prevent or curtail such a breach without necessity of a bond. Such injunctive relief shall be in addition to and not in place of any other remedies available at law or equity. Client acknowledges that the provisions of this Section 9 are the result of specific negotiations between Stat PADS and the Client and are reasonable. However, if at the time of enforcement of this Section 9, a court shall hold that any restriction stated in this Section is unreasonable under circumstances then existing, the parties agree that the restriction shall be amended as necessary to comply with applicable law.
10. Survival. Sections 4, 6, 7, 8, 9, and 10 herein shall survive the expiration or earlier termination of this Agreement.
11. Miscellaneous. These Terms constitute the entire agreement between you and Stat PADS with respect to the Website and Services, except for the Annual Fee Agreement, and supersedes all prior oral and written agreements. Section headings used in these Terms are for convenience only and shall not be used in interpreting its provisions. If Client is an existing customer of Stat PADS, these Terms are not intended to replace or modify your existing Service Agreement with Stat PADS until such existing Service Agreement terminates and/or is not renewed by Stat PADS, in which case these Terms shall apply. Stat PADS reserves the right, in its sole and absolute discretion, to update or revise the Terms at any time without providing notice to Client. Please check the Terms periodically for changes. Client hereby acknowledges and agrees that your continued use of the Website and Services following the posting of any changes to the Terms constitutes acceptance of those changes. If any provision of the Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the Parties. The Terms are not intended to create, nor shall it be interpreted or construed to create, any third party beneficiary rights in any person not a party hereto. The Terms shall be governed by and construed in accordance with the laws of the State of Idaho, excluding its conflicts of law rules. Client agrees that the exclusive jurisdiction for any claim or action arising out of or relating to the Terms or your use of the Website and Services shall be initiated and maintained only in the state or federal courts located in Boise, Idaho, and Client further agrees and submits to the exercise of personal jurisdiction and venue of such courts for the purpose of litigating any such claim or action. Stat PADS will deliver all notices or other communications required by the Terms or permitted as part of your use of the Website and Services to the Client Contact at the e-mail address provided. All notices or other communications sent by you to Stat PADS shall be addressed to Stat PADS, LLC, 13897 W. Wainwright, Boise, Idaho 83713, Attn: Dana A. Miller.
12. Authorization. The authorized representative signing below represents and warrants that he or she has full power and authority to act on behalf of the Client and has read, understands and agrees to all of the terms and conditions of use described herein. By signing below or clicking “I Agree,” the authorized representative agrees that the Client will be bound by these Terms. Prior to clicking “I Agree,” the Terms should be printed for Client’s records.