LAST UPDATED: May 26, 2021
Stel Terms and Conditions
By accessing or using Stel Products and/or Services,
Customer agrees to be bound by the following Terms and Conditions.
WHAT THEY ARE, WHO THEY APPLY TO AND HOW THEY CHANGE
About you, us and these Terms and Conditions. Stel Life, Inc., a Delaware corporation (“Stel”, “we”, “us” or “our”) the Stel Vitals Hub (“Hub”), Partner Peripheral Devices (“Devices” and together with the Hub, “Hardware”), and Software for the Hardware (“Software”, collectively the “Products”) to support customers by providing you, and other customers (“Customer”) with transmission and information services (collectively, the “Services”). We are pleased to offer you access to Stel Products, subject to the Services Agreement (“Services Agreement”), the Stel Hub and Services Order Form (“Order Form”), and these Terms and Conditions (“T&C”, collectively the “Agreements”).
BY ACCEPTING THE AGREEMENTS EITHER BY CHECKING THE “I HAVE READ AND AGREE TO BE BOUND BY THESE TERMS AND AGREEMENTS” BOX AND CLICKING “CONTINUE” PRIOR TO USE OF THE SERVICES OR BY EXECUTING THE STEL HUB AND SERVICES ORDER FORM THAT INCORPORATES THE AGREEMENTS BY REFERENCE, YOU AGREE AND CONSENT TO BE BOUND BY THE AGREEMENTS. IF YOU ARE ENTERING INTO THE AGREEMENTS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THE AGREEMENTS, IN WHICH CASE THE TERMS “CUSTOMER”, “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES.
If you do not agree to all of the terms of the Agreements or you do not have the authority to enter into the Agreements, you may not use either the Hub or the Services, and you MUST IMMEDIATELY cease all use of both the Hub and the Services. You are encouraged TO PRINT AND TO READ the Agreements carefully and to contact us with any questions that you may have before commencing your use of the Hub or the Services.
Occasionally we may make changes to the T&C. When we make material changes to the Agreements, we'll provide you with notice as appropriate under the circumstances, e.g., by displaying a prominent notice within the Service or by sending you an email. In some cases, we will notify you in advance, and your continued use of the Service after the changes have been made will constitute your acceptance of the changes. Please therefore make sure you read any such notice carefully. If you do not wish to continue using the Products and/or Services under the new version of the T&C, you may terminate your account by contacting us.
STEL TERMS OF USE
Stel Products and Services. Customer may not purchase, use, market, modify, or distribute Stel Products without Stel Services. Customer may not replace Stel Services or Software on Stel Products with services or software not produced or approved by Stel.
Authorized Use. Customer and users (“End Users”) of the Stel Products and Services in connection with the Hub may only use the Products and the Services in the manner authorized in the Agreements. Customer is responsible for instructing, correcting, and supporting End Users proper and authorized use of the Products and Services.
Unauthorized Use. Customer shall not, and shall not allow End Users or anyone else to, make any changes, modifications, or otherwise alter, any or all of the Stel Products or Stel Services. Customer agrees to (1) make good faith efforts to minimize abuse, unauthorized or fraudulent use, (2) to promptly report to Stel any such abuse or misuse of which Customer becomes aware, and (3) cooperate, at its cost, in any investigation or prosecution initiated by Stel or an underlying carrier. Any use of Stel Products that is not an Authorized Use is an Unauthorized Use. Customer is responsible for, and will hold Stel harmless from and against, all costs and procedures associated with such Unauthorized Use, misuse, or fraud, such as subscription fraud; usage of lost or stolen Stel Hubs for which Customer fails to notify Stel of requiring deactivation; cloning or network fraud; or fraud occurring in connection with Customer’s agents, employees, or representatives, such as employee-related theft.
License Restrictions. Customer may not copy Software onto or otherwise use or make it available on any distributed network. All licenses for the Software integrated into or provided with the Hub are provided to Customer in connection with the Authorized Use of the Stel Products and the provisions of the Agreements. Customer will not modify, reverse engineer, disassemble, decrypt, decompile or make derivative works of the Software nor sublicense, assign, transfer, rent or lease the Software except as permitted in the Agreements.
Customer’s Products. Customer will be responsible for the development, maintenance, and support of Customer’s Products, including Customer’s devices and Customer’s services. Customer shall comply with all applicable medical device laws and regulations.
DATA DEFINITION AND POLICIES
Protected Health Information (“PHI”). Customer agrees Stel bears no expectation or responsibility in the maintenance and management PHI. Between Customer and Stel, Customer accepts sole responsibility for the maintenance and management of PHI and all concerns or inquiries around PHI. As a result, Customer understands and accepts the responsibilities in securing and protecting associations it creates between data from Stel and End Users. As an example, Hub IDs cannot independently identify end users, however once Customer creates an association between the Hub ID and other End User information, Customer is responsible for establishing and maintaining proper safeguards and processes to prevent breaches.
Customer Data. Customer understands PHI risk and shall seek to eliminate any illegal or unauthorized disclosures of PHI or sensitive data. Customer agrees that it shall seek to minimize and avoid passing any Data to Stel. Between Customer and Stel, Customer is explicitly not permitted to share Data that contains PHI or information that requires authorization from End Users (“Customer Data”). In situations where information from Customer is beneficial to both parties such as completing integration or troubleshooting support issues, Customer is responsible for maintain proper safeguards and practices for any confidential, proprietary, or sensitive information to Stel.
If Customer Data is needed for Stel Services to function, Customer must raise the concern with Stel and will be responsible for ensuring any data provided to Stel is de-identified in accordance with HIPAA and is permitted to be used and disclosed to third parties. Customers acknowledge they hold full responsibilities of maintaining and protecting any associations of Data to identify end users and will take precautions necessary to restrict and protect that association.Stel Data. The data Stel collects includes data generated from peripheral devices, Stel Products, and associated metadata from those sources or through associated Services (“Stel Data”). The data is considered de-identified in accordance with HIPAA de-identification standards and cannot be used to identify patients. Customer acknowledges and agrees that Stel Data independently is not considered PHI or Customer Data.
Disclosure of Data that may Identify End Users. Customer agrees that if any (purposeful or inadvertent) disclosure of Sensitive Data risks Stel Data or other Data in Stel’s possession (such as Hub ID), Customer will immediately notify Stel of the disclosure and work to resolve the situation at their cost. An example in this case would be recollecting the compromised Hub ID, provisioning a new Hub to the End User and returning the compromised Stel Hub ID to Stel. Customer accepts full responsibility for operations and costs involved in securing and distributing replacement devices in order to protect PHI information.
Stel Data Use. Stel will not sell Stel Data or Customer Data. Stel intends to use Stel Data to:
Provide Stel Services of posting Stel Data to customer designated endpoints
Improve, diagnose, manage, repair, and promote current and future Stel Hardware and Stel Services.
Manage and improve business operations such as accounting, forecasting, and service analysis.
Improve any third party devices or services - In these situations, Stel will not share Customer association unless explicitly permitted in writing by Customer.
Satisfy any other use or purpose required of Stel pursuant to any applicable law or regulation
Scope and Data Risk. The risk associated by a Medical Device Data System (“MDDS”) "transmits the incorrect value and damages a person/property" was deemed minimal in their reclassification to no longer require special controls or pre-market approval. Customer acknowledges and accepts the FDA’s definition of risk for MDDS such as the Hub.
THIRD-PARTY INTEGRATIONS
Third-Party Device Support. Stel will pursue best efforts to explore integrations with Third-party devices, however, Customer acknowledges and understands Stel is not responsible for the Third-party specified protocols and integration design. Stel shall not discontinue supporting any promoted integration protocol during the term of the Agreements unless the device manufacturer or Third-party owner requests Stel cease integration support or Third-party manufacturer modifies their protocol or Stel determines, in its sole discretion, that it is not commercially reasonable to continue to support any particular integration. Stel shall provide Customer with notice (via email is sufficient) as soon as is commercially practicable of any such discontinuance of support for any Device.
New Integration Requests. Stel will make best efforts to support Integration with new Devices. Stel will add additional integration support during the terms of the Agreements. Customer may obtain access to new integrations through firmware updates.
Third-party Attribution. Customer acknowledges and agrees that certain Device Information may be reported back to device manufacturers. Device Information may include data generated from their device, device diagnostics, errors, and/or certain other information relating thereto. No Customer information will be shared with the manufacturer unless Customer grants permission.
WIRELESS SERVICES
Customer restrictions. Customer acknowledges that, subject to FCC number portability rules, Customer shall not have any proprietary right in any specific ID, number, or number block provided or used by Stel in delivery of the Services and Customer acknowledges that numbers and IDs can be changed by Stel or carriers from time to time.
General Limitations. CUSTOMER ACKNOWLEDGES THAT THE WIRELESS DATA SERVICES ARE MADE AVAILABLE ONLY WITHIN THE OPERATING RANGE OF THE NETWORK. SERVICE MAY BE TEMPORARILY REFUSED, INTERRUPTED, OR LIMITED BECAUSE OF AMONG OTHER THINGS: (A) FACILITIES LIMITATIONS, (B) TRANSMISSION LIMITATIONS CAUSED BY ATMOSPHERIC, TERRAIN, OTHER NATURAL OR ARTIFICIAL CONDITIONS ADVERSELY AFFECTING TRANSMISSION, AND OTHER CAUSES REASONABLY OUTSIDE OF STEL’S CONTROL, OR (C) EQUIPMENT MODIFICATIONS, UPGRADES, RELOCATIONS, REPAIRS, AND OTHER SIMILAR ACTIVITIES NECESSARY FOR THE PROPER OR IMPROVED OPERATION OF THE SERVICES. CONNECTIONS MAY BE INVOLUNTARILY DISCONNECTED FOR A VARIETY OF REASONS. NEITHER STEL NOR UNDERLYING CARRIER SHALL INCUR ANY LIABILITY FOR ITS INABILITY TO PROVIDE ADEQUATE SERVICES HEREUNDER IF SUCH INABILITY IS DUE TO THE ABOVE LIMITATIONS OR TO CAUSES BEYOND THE REASONABLE CONTROL OF STEL OR THE UNDERLYING CARRIER. STEL SHALL NOT BE RESPONSIBLE FOR ANY ACT OR OMISSION RELATED TO THIRD-PARTY PRODUCTS OR SYSTEMS USED IN CONNECTION WITH THE SERVICES.
Relationship with Carrier. Customer has no contractual relationship with the underlying carrier with respect to the Services, and no right to know any information or details about the underlying carrier. Customer is not a third party beneficiary of any agreement between Stel and any underlying carrier. Customer shall not mention or refer to the underlying carrier in any of Customer’s advertising or marketing materials or in any other publicity without the express written consent of Stel.
LICENSE AND INTELLECTUAL PROPERTY
Grant of License. Stel grants Customer a license to use the Products and/or Services in accordance with and subject to the terms of the Agreements (the “License”). The term of the grant maintains while the Customer is in not delinquent on payments and continues to have an active services agreement in place. Customer may not, or authorize any other person or entity to, use the Products and/or Services for any purpose not expressly permitted in the Agreements.
Stel Ownership. Except as otherwise set forth in the License Agreement, all inventions, works of authorship, software, code, trade secrets, trademarks, data generated by Peripheral Devices, Stel Products, Services, and developments conceived, created, written, or generated by or on behalf of Stel, whether solely or jointly, including without limitation, in connection with the Services and Stel Products hereunder (“Stel Developments”) and all Intellectual Property Rights therein, shall be the sole and exclusive property of Stel. Customer agrees to execute any documents or take any actions as may reasonably be necessary, or as Stel may reasonably request, to perfect ownership of the Stel Developments.
Reseller. Customer shall not agree to terms and conditions regarding Stel Products with any distributor, nor allow any distributor to act or refrain from acting, in each case with respect to anything that is not in full compliance with these Agreements, and Customer shall be responsible to Stel for any actions or omissions of any such distributor as if such actions or omissions were committed or omitted by Customer itself.
Feedback. We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Services and Stel Products. Stel owns all rights, title, and interest in and to any suggestion, enhancement, request, recommendation, or other feedback provided by Customer regarding Stel’s Services, Products, and/or Website (any “Feedback”). Feedback shall not be considered Customer’s Confidential Information pursuant to this Agreement and Customer should withhold sharing any feedback they wish to keep Confidential.
For the avoidance of doubt, Stel is under no obligation to make any changes or modifications to the Services, Software, or the Hardware, whether suggested by a Customer in the form of Feedback or otherwise.Publicity. Nothing in the Agreements shall grant any party any ownership interest, license or other right to any other party’s trade names, trademarks or service marks. Stel may factually identify Customer as an existing customer on the Website and in sales and marketing materials so long as Stel does not do so in a manner that could reasonably lead any reader to assume that Customer endorses, is responsible for, or is associated with Stel or the Services. Customer may factually identify itself as Stel’s customer. Customer may use Stel’s name to identify Stel as the provider of the Products and Services. Except as set forth in the preceding sentence and except as required by applicable laws, rules or regulations, neither party will, without the prior written consent of the other party, use the materials or trademarks of the other party in any press releases, advertising, web sites or materials publicly distributed.
Branding. Customer will comply with Stel branding and promotion guidelines before modifying or obscuring any Stel branding. Customer will retain all of Stel’s original and specified branding on Stel Products and materials. Customer will provide Stel with a copy of Customer’s materials referencing Stel Products and/or Stel Services. At Stel’s request, Customer will modify any references to Stel Products or Stel Services on Customer’s materials. Both parties agree that mutual agreement will not be unduly withheld.
Confidential Information Defined. “Confidential Information” means any and all non-public technical and non-technical information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in any form or medium, whether oral, written, graphical or electronic, pursuant to the Agreements, that is marked confidential and proprietary, or that the Disclosing Party identifies as confidential and proprietary, or that by the nature of the circumstances surrounding the disclosure or receipt ought to be treated as confidential and proprietary information, including but not limited to: (a) techniques, sketches, drawings, models, inventions (whether or not patented or patentable), know-how, processes, apparatus, formulae, equipment, algorithms, software programs, software source and object codes and documents, APIs, and other creative works (whether or not copyrighted or copyrightable); (b) information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, business forecasts, sales and merchandising and marketing plans and information; (c) the business relationships and affairs of either Party and its clients, end users, and referral sources; (d) the internal policies and procedures of either Party; (e) proprietary or confidential information of any third party who may disclose such information to Disclosing Party or Receiving Party in the course of Disclosing Party’s business; and (f) the terms of the Agreements. Stel’s Confidential Information includes the Services, Software, Documentation, and Stel Data. Confidential Information of Customer may include Customer Data, but as set forth in the Agreements, Customer is not permitted to share Customer Data with Stel. Confidential Information also includes all summaries and abstracts of Confidential Information.
Confidential Information Responsibility. Each Party acknowledges that, in the course of the performance of the Agreements, it may obtain the Confidential Information of the other Party. The Receiving Party will, at all times, both during the term and thereafter, keep in confidence and trust all of the Disclosing Party’s Confidential Information. The Receiving Party will not use the Confidential Information of the Disclosing Party other than as necessary to fulfill the Receiving Party’s obligations or to exercise the Receiving Party’s rights under the Agreements. Notwithstanding the above, either Party may disclose the other Party’s Confidential Information if required to do so by statute, administrative process or upon the order of any competent court or government agency; provided that, prior to disclosure, to the extent possible, the receiving Party shall (i) assert the confidential nature of the Confidential Information; (ii) immediately notify the Disclosing Party in writing of the order or request to disclose; and (iii) cooperate fully with the Disclosing Party in protecting against any such disclosure and in obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality. Each Party agrees to secure and protect the other Party’s Confidential Information with the same degree of care and in a manner consistent with the maintenance of such Party’s own Confidential Information (but in no event less than reasonable care), and to take appropriate action by instruction or agreement with its employees or other agents who are permitted access to the other Party’s Confidential Information to satisfy its obligations under this Section of the T&C. The Receiving Party will not disclose Confidential Information of the Disclosing Party to any person or entity other than its officers, employees, affiliates and agents who need access to such Confidential Information and who are subject to confidentiality obligations at least as stringent as the obligations set forth in the Agreements.
Non-Confidential Information. The term “Confidential Information” shall not include any information which: (i) was known by the Receiving Party prior to receipt from the Disclosing Party either itself or through receipt directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (ii) was developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (iii) becomes publicly known or otherwise ceases to be secret or confidential, except as a result of a breach of this Agreement or any obligation of confidentiality by the Receiving Party.
Injunctive Relief. The Parties agree that any unauthorized disclosure of Confidential Information may cause immediate and irreparable injury to the Disclosing Party and that, in the event of such breach, the Receiving Party will be entitled, in addition to any other available remedies, to seek immediate injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damage.
REPRESENTATIONS AND WARRANTIES; DISCLAIMER, INDEMNIFICATION
Mutual Representations and Warranties. Each Party represents, warrants and covenants that: (A) such Party has the full power and authority to enter into this Agreement and to perform its obligations hereunder, without the need for any consents, approvals or immunities not yet obtained; (B) its acceptance of and performance under the Agreements will not breach any oral or written agreement with any third party or any obligation owed by it to any third party to keep any information or materials in confidence or in trust; and (C) it will comply with any and all federal, state and local laws or regulations applicable to such Party.
Hub Warranty. Additional warranties related to the Hub are contained in the Hub Warranty and Support Policies attached as an exhibit to the Order Form.
Disclaimer of Warranties. Except as specifically set forth in the Agreements, Stel makes no warranties, either express or implied, with regard to the Stel Products or any other matter including without limitation, the condition, accuracy, reliability or availability of the Stel Products or their merchantability, non-infringement, or fitness for any particular purpose. Stel does not make any warranty with respect to the accuracy or performance of the Stel Products or the accuracy of any individual information obtained from the Stel Products or that such information can be used to make any conclusions regarding the health status of any End User.
Limitations on Liability. IN NO EVENT SHALL STEL BE LIABLE FOR (A) ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL LOSSES OR DAMAGES OF ANY KIND INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFIT, BUSINESS INTERRUPTION, LOSS OF INFORMATION) HOWEVER CAUSED, WHETHER FORESEEABLE OR NOT ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENTS EVEN IF STEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) ANY DIRECT DAMAGES OR OTHER AMOUNTS. STEL’S TOTAL LIABILITY FOR DAMAGES OR OTHERWISE SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO STEL FOR THE INDIVIDUAL PRODUCT(S) AND/OR INDIVIDUAL TERM PURSUANT TO THE INDIVIDUAL ORDER FORM ASSOCIATED WITH THE AGREEMENT. NO PARTY SHALL BE LIABLE FOR CUMULATIVE, AGGREGATE DAMAGES GREATER THAN THE AMOUNTS PAID BY CUSTOMER TO STEL UNDER THIS AGREEMENT, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE.
Limitation of Filing Action. No action (regardless of form) arising out of the Agreements may be commenced by either Party more than one (1) year after the cause of action arose.
Indemnification by Customer. Customer shall indemnify and hold harmless Stel and its officers, directors, employees and agents (“Stel Indemnified Parties”), from and against any and all damages, liabilities, penalties, interest, fines, losses, costs and expenses (including reasonable attorneys’ fees and expenses) (“Losses”), arising, directly or indirectly, out of or relating to any claim, action or proceeding (a “Claim”) brought by a third party based on (i) the improper use or operation of the Software (and any third-party software or Device provided to Customer by Stel pursuant to this Agreement) by End User, Customer and/or the Authorized Users, including, without limitation, any Unauthorized Use of Customer’s user logins, provided, however, that Customer shall have no indemnification obligation for any claim for which Stel was the sole cause; (ii) a breach of the Agreements by Customer or any of its Authorized Users, End Users, or any person utilizing the Stel Hardware or Services through Customer (iii) the accuracy, quality, integrity, legality, reliability or appropriateness of Customer Data or any other content or data introduced to the Software by Customer or any Authorized User; (iv) violation of any applicable law, rule or regulation by End User, Customer, or any Authorized Users; and/or (v) the negligent acts or willful misconduct of Customer or its personnel.
Indemnification by Stel. Subject to the Limitations of liability as set forth in these T&C, Stel shall indemnify and hold harmless Customer and its officers, directors, employees and agents (a “Customer Indemnified Party”) from any Losses awarded by a court of competent jurisdiction, or paid in accordance with a settlement agreement signed by Customer, in connection with any third party Claims resulting from or arising out of (i) a breach of the Agreement by Stel or its personnel; (ii) violation of any applicable law, rule or regulation by Stel; (iii) the negligent act, or willful misconduct of Stel or its personnel; and/or (iv) an allegation that the Hubs, Services, or Software misappropriate the patent, trade secret, trademark, copyright or other Intellectual Property Rights of any third party (an “Infringement Claim”).
Infringement Claims. In the event of any valid infringement claim, Stel may, at its election, and sole expense, (i) modify the Hub so that such Hub is non-infringing and functionally equivalent; (ii) replace the Hub with a non-infringing Device that is functionally equivalent; or (iii) obtain the right for Customer to continue using the Hub at no additional cost to Customer. If either Party determines that none of the foregoing is commercially practicable, then such Party may terminate this Agreement and Customer will return to Stel all such infringing Hubs. If this Agreement is terminated pursuant to the preceding sentence, then Stel will refund all amounts Customer paid for such Hub Orders not yet complete.
Exclusions. Stel shall have no obligation with respect to any Claim to the extent arising from (i) modification of the Stel Products by anyone other than Stel or its authorized agents, (ii) use of the Stel Products in combination or conjunction with any equipment, data, devices or software not provided or authorized by Stel where in the absence of such combination, the applicable Stel product would not have been infringing; or (iii) use of the Stel Products in a manner in which it was not intended.
Indemnification Procedure. Each Party’s obligation of indemnification is contingent upon the other Party providing prompt notice of any Claim for which they are seeking indemnification. The indemnified Party may have counsel reasonably acceptable to the indemnifying Party observe the proceedings at the indemnified Party’s expense, provided the indemnifying Party retains sole control of the defense of the Claim. The indemnified Party has the right to approve any settlement that affirmatively places on the indemnified Party an obligation that has a material adverse effect on the indemnified Party other than requiring the indemnified party to cease using the Software or to pay sums indemnified hereunder. Such approval shall not be unreasonably withheld.
Practice of Medicine. CUSTOMER AFFIRMS THAT STEL IS NOT AND IN NO WAY ACTS AS A MEDICAL PROVIDER AND DOES NOT OFFER, FACILITATE, PROVIDER OR IN ANY OTHER CONSTRUCTION RENDER MEDICAL EVALUATION, TREATMENT OR RECOMMENDATIONS OF ANY KIND. STEL IS NOT INTENDED FOR USE IN THE DIAGNOSIS OF DISEASE OR OTHER CONDITIONS, OR IN THE CURE, MITIGATION, OR PREVENTION OF DISEASE. TO THE EXTENT THAT STEL MAY EMPLOY OR CONTRACT A LICENSED MEDICAL PROVIDER FOR ITS INTERNAL PURPOSES, UNDER NO CONSTRUCTION SHALL ANY INTERACTION BETWEEN SUCH AN INDIVIDUAL AND ANY THIRD PARTY BE CONSTRUED AS STEL’S PRACTICE OF MEDICINE IN ANY CAPACITY. STEL IS A TECHNOLOGY PROVIDER AND PRODUCES OFFERINGS THAT HAVE THE ABILITY TO COLLECT, AND DELIVER NON-IDENTIFIABLE PERIPHERAL DEVICE DATA. STEL HAS NO RESPONSIBILITY TO CONTACT A DOCTOR OF A USER OR PATIENT OR EVEN TELL THE USER OR PATIENT TO CONTACT HER/HIS DOCTOR.
Not Emergency Notification System. The Products and Services are not intended in any way to be a substitute for professional medical assessment of a patient’s condition. Stel is not an Emergency Notification System. Notwithstanding the above, Stel may be classified as a Medical Device Data System.
GENERAL PROVISIONS
Relationship of Parties. The sole relationship between the Parties is that of independent contractors. The Agreements will not create a joint venture, partnership, agency, employment or other relationship between the Parties. Nothing in the Agreements will be construed to create any rights or obligations except among the Parties; and no person or entity will be regarded as a third-party beneficiary of the Agreements, except as otherwise provided in the Agreements.
Notices. All notices shall be in writing and shall be delivered by one of the following means, with notice deemed given as indicated in parentheses: (a) by personal delivery (when actually delivered); (b) by overnight courier (upon written verification of receipt); (c) by certified mail, return receipt requested (upon verification of receipt); or (d) solely with respect to notices to Customer, via electronic mail to the e-mail address maintained on Customer’s account. All notices to Stel shall be addressed as follows: Stel Life Inc., 3401 Market St., STE#200, Philadelphia, PA 19104 Attn: Accounting Department. All notices to Customer, unless otherwise provided via e-mail, shall be to the e-mail address set forth in Customer applicable Order Form. Any Party may change the address to which notice is to be given by notice given in the manner set forth above.
Assignment. Neither Party may assign or transfer the Agreements without the prior written consent of the other Party; provided, however, that either Party may assign or transfer the Agreements, without the consent of the other Party, to any of affiliates, subsidiaries, entities controlled by or under common control with such Party, or in the event of a merger, change of control or sale of substantially all of its assets. The Agreements are binding upon the Parties and their respective successors and assigns.
Force Majeure. Except for Customer’s payment obligations, if any Party is unable to perform any of its obligations under the Agreements because of any cause beyond the reasonable control of and not the fault of the party invoking this section, including any act of God, fire, casualty, flood, earthquake, war, strike, lockout, epidemic, destruction of production facilities, riot, insurrection or material unavailability, and if the non-performing Party has been unable to avoid or overcome its effects through the exercise of commercially reasonable efforts, such non-performing Party will give prompt notice to the other Party, its performance will be excused, and the time for its performance will be extended for the period of delay or inability to perform due to such occurrences. If performance is extended under this Section for more than sixty (60) days, then at any time before reinstatement of the performance, the other Party may terminate the Agreements upon notice to the non-performing Party.
Waiver; Severability. The failure of any Party to insist in any one or more instances upon performance of any term of the Agreements will not be construed as a waiver of future performance of the term, and the Party’s obligations for the term will continue in full force and effect. The provisions of the Agreements are severable. The invalidity or unenforceability of any term or provision in any jurisdiction will be construed and enforced as if it has been narrowly drawn so as not to be invalid, illegal or unenforceable to the extent possible and will in no way affect the validity or enforceability of any other terms or provisions in that jurisdiction or of the entire Agreements in that jurisdiction.
Survival. Any term of the Agreements that contemplates performance after termination of this Agreement will survive expiration or termination and continue until fully satisfied.
Dispute Resolution. The Parties are encouraged to seek informal methods for resolution of disputes including meetings with executive officers of the Parties who will attempt to resolve the dispute in good faith before beginning any legal processes, except for matters subject to injunctive relief.
Governing Law. The Agreements and each Party’s rights and obligations will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to conflicts of law principles. The venue for any dispute shall be the federal or state courts located in Philadelphia, Pennsylvania.
No Rights of Third Parties. The Agreements do not grant any rights or remedies to any person or entity that is not a party to the Agreements. No person or entity is a third party beneficiary of the Agreements.
Entire Agreement. The Agreements, including all applicable attachments, constitutes the entire agreement between the Parties relating to this subject matter and supersedes all prior or simultaneous understandings, representations, discussions, negotiations, and agreements, whether written or oral. In the event of a conflict, the documents shall be interpreted to give priority in the following order: (i) amendments or addenda to the Agreements; (ii) Order Form; (iii) Services Agreement; and (iv) T&C.