Current Health Limited USER TERMS OF SERVICE
IMPORTANT: BY USING YOUR CURRENT HEALTH DEVICE, SERVICES, UPDATING YOUR SOFTWARE, CREATING AN ACCOUNT, OR ACCEPTING THIS DOCUMENT SUCH AS BY CLICKING THE “I Accept” BUTTON YOU ARE AGREEING TO BE BOUND BY THE FOLLOWING TERMS:
- CURRENT HEALTH LIMITED (“CURRENT HEALTH”) DEVICE AND SOFTWARE LICENSE AGREEMENT
CURRENT HEALTH DEVICE AND SOFTWARE LICENSE AGREEMENT
PLEASE READ THIS LICENSE AGREEMENT (“LICENSE”) CAREFULLY BEFORE USING YOUR CURRENT HEALTH DEVICE OR DOWNLOADING THE SOFTWARE OR ANY UPDATE ACCOMPANYING THIS LICENSE. BY USING YOUR CURRENT HEALTH DEVICE, THE CURRENT HEALTH WEBSITE, OR THE CURRENT HEALTH APPS, BY SETTING UP AN ACCOUNT, OR BY DOWNLOADING SOFTWARE OR A SOFTWARE UPDATE, AS APPLICABLE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT USE THE CURRENT HEALTH DEVICE OR SERVICE OR DOWNLOAD THE SOFTWARE.
IF YOU HAVE RECENTLY PURCHASED A CURRENT HEALTH DEVICE AND YOU DO NOT AGREE TO THE TERMS OF THE LICENSE, YOU MAY RETURN THE CURRENT HEALTH DEVICE WITHIN THE RETURN PERIOD TO J-TEQ EMS, 6 Bain Square, Livingston EH54 7DQ, UK.
(a) The software (including Boot ROM code, embedded software and third-party software), documentation, interfaces, content, fonts and any data that came with your Current Health Device (“Original Current Health Device Software”), as may be updated or replaced by feature enhancements, software updates or system restore software provided by Current Health (“Current Health Device Software Updates”), whether in read only memory, on any other media or in any other form (the Original Current Health Device Software and Current Health Device Software Updates are collectively referred to as the “Current Health Device Software”) are licensed, not sold, to you by Current Health for use only under the terms of this Current Health and its licensors retain ownership of the Current Health Device Software itself and reserve all rights not expressly granted to you. You agree that the terms of this License will apply to any Current Health-branded app that may be pre-installed on your Current Health Device, unless such app is accompanied by a separate license, in which case you agree that the terms of that license will govern your use of that app.
(b) Current Health, at its discretion, may make available future Current Health Device Software Updates for your Current Health Device. The Current Health Device Software Updates, if any, may not necessarily include all existing software features or new features that Current Health releases for newer or other models of Current Health Device. The terms of this License will govern any Current Health Device Software Updates provided by Current Health that replace and/or supplement the Original Current Health Device Software product, unless such Current Health Device Software Update is accompanied by a separate license in which case the terms of that license will
2. Permitted License Uses and Restrictions.
(a) Subject to the terms and conditions of this License, you are granted a limited non-exclusive license to use the Current Health Device Software, but only in conjunction with Current Health Device(s), and to Current Health Device(s) but only in conjunction with Current Health Device Software. This License does not grant you any rights to use Current Health proprietary interfaces and other intellectual property in the design, development, manufacture, licensing or distribution of third party devices and accessories, or third-party software applications, for use with Current Health Device or otherwise. Additionally, the waveform data and all information surrounding the alert data is confidential, a trade secret, and/or otherwise proprietary to Current Health. No license is provided to you to use or disclose this information to others except as is necessary for medical treatment, and it is provided with similar restrictions.
(b) Subject to the terms and conditions of this License, you are granted a limited, non-exclusive license to download Current Health Device Software Updates that may be made available by Current Health for your model of the Current Health Device to update or restore the software on any such Current Health Device that you own or control.
(c) You may not, and you agree not to or enable others to, copy (except as expressly permitted by this License), decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the Current Health Device Software or any services provided by the Current Health Device Software or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or by licensing terms governing use of open-source components that may be included with the Current Health Device Software).
(e) If you are a physician or business acquiring Current Health Devices and Services to be used by your patients, you warrant that you have ensured that patients have provided any consents needed and that you have executed a satisfactory Business Associate Agreement with Current Health (contact firstname.lastname@example.org) in order for the Current Health Device and Services (as defined in Section 5 below) to be appropriately authorized. (Note the prohibition contained in Section 5 below against research use including with Institutional Review Board approval under these Terms and Conditions absent a separate agreement with Current Health explicitly authorizing such use). If you are a patient-user of the Current Health Devices and Services, you hereby grant Current Health the right to use data as contemplated in Section 5 below. You agree to use the Current Health Device Software and the Services (as defined in Section 5 below) in compliance with all applicable laws, including local laws of the country or region in which you reside or in which you download or use the Current Health Device Software and Features of the Current Health Device Software and the Services may not be available in regions, some features may vary by region, and some may be restricted or unavailable from your service provider. A Bluetooth connection to a supported device (“Paired Device”) with Wi-Fi or cellular data connection is required for some features of the Current Health Device Software and Services.
(f) You acknowledge that many features and Services of the Current Health Device Software and Current Health Device transmit data and could impact charges to your data plan, and that you are responsible for any such You can control which applications are permitted to use cellular data and view an estimate of how much data such applications have consumed under Cellular Data Settings. For more information, please consult your User Guide for your cellular or internet Device.
(g) Current Health Device, the sensors and their data and included Current Health Device apps are intended to be used only under and in conjunction with doctor or other professional medical care and supervision.
(h) If you are a patient or non-medical-professional user of the Current Health Device or Services, you agree that you may not rely on the Current Health Device or Services for any medical decisions, and that if you have any concerns about your health, you should consult your physician regardless of information provided or not provided by the Current Health Device and Services. For example, Current Health’s Alerts provided by the Services, or the lack of a Current Health Alert, should not be relied on by you and you must seek medical attention as you would in the absence of the Current Health Device and Service. If you have any medical condition that you believe could be affected by Current Health Device, consult with your physician prior to using Current Health Device.
(i) If you are a doctor or other professional working with a patient in utilizing these services, you represent and warrant that you will maintain at all times the following insurance that is to be primary as between you and Current Health in the event of any harm to a patient: Liability insurance coverage in an amount not less than One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) aggregate; professional and malpractice insurance (where applicable) of not less than One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) aggregate
(j) If you are a doctor or other professional working with a patient in utilizing these services, you agree to indemnify Current Health in the event of any legal action taken by or on behalf of a patient except in proportion to and to the extent such liability, loss, expense, attorneys’ fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of Current Health, its officers, employees or agents.
(k) End Users. “End User” means any individual or entity that directly or indirectly through another user: (a) accesses or uses Current Health Device or Current Health Services through you; or (b) otherwise accesses or uses the Services under your account. You will be deemed to have taken any action that you permit, assist or facilitate any person or entity to take related to this Agreement or use of the Service. You are responsible for End Users’ use of Your Content and the Service Offerings. You will ensure that all End Users comply with your obligations under this Agreement and that the terms of your agreement with each End User are consistent with this Agreement. If you become aware of any violation of your obligations under this Agreement caused by an End User, you will immediately suspend access to Your Content and the Service Offerings by such End User. We do not provide any support or services to End Users unless we have a separate agreement with you or an End User obligating us to provide such support or services.
(l) You agree not to misuse the Current Health Device or Services or help anyone else to do so. If you violate this policy, we may suspend or terminate your Current Health account, and we may suspend or terminate your employer’s Current Health account. If you do (or attempt to do) any of the following things in connection with the Services, you will also be in violation of this policy:
- probe, scan, test the vulnerability of, interfere with, or disrupt any system or network;
- breach or otherwise circumvent any security or authentication measures;
- access, tamper with, or gain unauthorized access to non-public areas or parts of the Services;
- send unsolicited communications, promotions or advertisements, or spam;
- send altered, deceptive, or false source-identifying information, including spoofing of phishing;
- promote or advertise any products or services;
- sell the Services unless specifically authorized to do so by Current Health;
- harass any person, violate the privacy of any person, infringe upon the rights of any person (including intellectual property rights), or use the Services in any way that is unethical or immoral; or
- use the Services in any way that constitutes a violation of law or that would give rise to civil liability.
3. Transfer. You may not rent, lease, lend, sell, redistribute, or sublicense the Current Health Device or Current Health Device Software except that if you are a physician, you may acquire Current Health Devices and Services for patients and be reimbursed by them or on behalf of them.
5. Services and Third Party Materials.
(a) “Services”: the Software, Devices, data and subscription services provided by Current Health to the Customer under this Agreement via mobile applications or any web application provided to the Customer by Current Health from time to time, or by email or direct data feed. Services are provided in an attempt to predict and identify illness earlier and to assist in the medical treatment of each respective patient through monitoring and alerts. “Services” specifically include the use of de-identified and aggregated data to further improve the Services including the ability to predict or identify illness earlier. Current Health provides an early warning platform for patient health centered around a wireless wearable device. This device is worn on the patient’s upper arm and continuously monitors them across a number of vital signs. The device also acts as an on-body hub, integrating over Bluetooth with a range of other devices, for example for core temperature, weight and systolic/diastolic blood pressure. The wearable transmits data over WiFi to the Current Health software platform, hosted on Amazon Web Service (“AWS”). Current Health’s proprietary Alerts are generated based on deviations in a patient’s health and sent to a mobile application, on a mobile device held by healthcare staff. This mobile application is available on iOS or Android. Healthcare professionals can also use the mobile device or Current Health’s proprietary web dashboard, available on Google Chrome, to monitor patient health. The patients are also provided with a tablet application which can be used to report symptoms, through a Chatbot, receive medication reminders, review educational content and for text messaging/video calling with healthcare professionals. The system holds FDA class II clearance for both professional healthcare facility and home use. You are only authorized to use Current Health Device and Service in conjunction with the Services and for the purpose of the Services and within the FDA cleared use for these devices.
(b) Assignment of Rights to Feedback given by you to Current Health: All data or comments submitted or otherwise given by you regarding the evaluation of, critique of our suggestions for improvement of the Current Health Device and Services (collectively “Feedback”) shall be owned by Current Health and you hereby assign to Current Health all of your right, title and interest in and to such data and all Feedback. Additionally, you acknowledge and agree that Current Health may prepare, use, sell and distribute aggregated de-identified information collected and stored in or as part of the Services.
(c) The Current Health Device Software may enable access to other Current Health and third party services and web sites (collectively and individually, “Services”). Such Services may not be available in all Use of these Services requires Internet access and use of certain Services may require an ACCOUNT, and may require you to accept additional terms and may be subject to additional fees. By using this software in connection with an ACCOUNT, or another Current Health Service, you agree to the applicable terms of service for that Service.
(d) Current Health does not guarantee the availability, accuracy, completeness, reliability, or timeliness of data transmitted or displayed by any Services
(e) To the extent that you upload any content through the use of the Services, you represent that you own all rights in, or have authorization or are otherwise legally permitted to upload, such content and that such content does not violate any terms of service applicable to the You agree that the Services contain proprietary content, information and material that is owned by Current Health, the site owner and/or their licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary content, information or materials other than for permitted use of the Services or in any manner that is inconsistent with the terms of this License or that infringes any intellectual property rights of a third party or Current Health. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and you shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, using the Services to transmit any computer viruses, worms, trojan horses or other malware, or by trespass or burdening network capacity. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that Current Health is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, infringing or illegal messages or transmissions that you may receive as a result of using any of the Services.
5. Termination. This License is effective until terminated. Your rights under this License will terminate automatically or otherwise cease to be effective without notice from Current Health if you fail to comply with any term(s) of this License. Upon the termination of this License, you shall cease all use of the Current Health Device Software. Sections 4, 5, 6, 7, 8, 11 and 12 of this License shall survive any such termination.
6. Disclaimer of Warranties.
(a) If you are a customer who is a consumer (someone who uses the Current Health Device Software outside of your trade, business or profession), you may have legal rights in your state or country of residence which would prohibit the following limitations from applying to you, and where prohibited they will not apply to To find out more about rights, you should contact a local consumer advice organization.
(b) YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE CURRENT HEALTH DEVICE SOFTWARE AND ANY SERVICES PERFORMED BY OR ACCESSED THROUGH THE CURRENT HEALTH DEVICE SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU
(c) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CURRENT HEALTH DEVICE, SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND CURRENT HEALTH AND CURRENT HEALTH’S LICENSORS (COLLECTIVELY REFERRED TO AS “CURRENT HEALTH” FOR THE PURPOSES OF SECTIONS 7 AND 8) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE CURRENT HEALTH DEVICE AND CURRENT HEALTH SOFTWARE AND SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY
(d) CURRENT HEALTH DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE CURRENT HEALTH DEVICE SOFTWARE AND SERVICES, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE CURRENT HEALTH DEVICE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE CURRENT HEALTH DEVICE SOFTWARE AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY SERVICE WILL CONTINUE TO BE MADE AVAILABLE, THAT DEFECTS IN THE CURRENT HEALTH DEVICE SOFTWARE OR SERVICES WILL BE CORRECTED, OR THAT THE CURRENT HEALTH DEVICE SOFTWARE WILL BE COMPATIBLE OR WORK WITH ANY THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY INSTALLATION OF THIS CURRENT HEALTH DEVICE SOFTWARE MAY AFFECT THE AVAILABILITY AND USABILITY OF THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES, AS WELL AS CURRENT HEALTH PRODUCTS AND SERVICES.
(e) YOU FURTHER ACKNOWLEDGE THAT THE CURRENT HEALTH DEVICE SOFTWARE AND SERVICES ARE NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN, THE CONTENT, DATA OR INFORMATION PROVIDED BY THE CURRENT HEALTH DEVICE, SOFTWARE OR SERVICES COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE, INCLUDING WITHOUT LIMITATION THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT OR WEAPONS
(f) NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CURRENT HEALTH OR A CURRENT HEALTH AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE CURRENT HEALTH DEVICE SOFTWARE OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
7. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL CURRENT HEALTH, ITS AFFILIATES, AGENTS OR PRINCIPALS BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE CURRENT HEALTH DEVICE SOFTWARE AND SERVICES OR ANY THIRD PARTY SOFTWARE OR APPLICATIONS IN CONJUNCTION WITH THE CURRENT HEALTH DEVICE, SOFTWARE OR SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF CURRENT HEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Current Health’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of two hundred and fifty dollars (U.S.$250.00). The foregoing limitations will apply even if the above-stated remedy fails of its essential purpose.
8. Trade Compliance. In connection with this Agreement, each party will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that apply to a U.S. company, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control. For clarity, you are solely responsible for compliance related to the manner in which you choose to use the Current Health Device, software, apps and/or Service, including your transfer and the provision to End Users. You represent and warrant that you and your financial institutions, or any party that owns or controls you or your financial institutions, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority. You may not use or otherwise export or re-export the Current Health Device or Software except as authorized by United States law and the laws of the jurisdiction(s) in which the Current Health Device or Software was You also agree that you will not use the Current Health Device or Software for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.
9. Government End The Current Health Device Software and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
10. Controlling Law and Severability. This License will be governed by and construed in accordance with the laws of the State of California, excluding its conflict of law This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If you are a consumer based in the United Kingdom, this License will be governed by the laws of the jurisdiction of your residence. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.
11. Complete Agreement; Governing Language. This License constitutes the entire agreement between you and Current Health relating to the Current Health Device Software and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by Current Health. Any translation of this License is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this License shall govern, to the extent not prohibited by local law in your jurisdiction.
12. Indemnification. You agree to defend, indemnify and hold harmless Current Health and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees), resulting from or arising out of a) your or End User’s use and access of the Service and Current Health Device, by you or any person using your account and password; b) a breach of these Terms of Service or violation of applicable law by you or any End User, c) Content posted on the Service, or d) a dispute between you and any End User.
13. Indemnification Process. The obligations under this Section 9 will apply only if the party seeking defense or indemnity: (a) gives the other party prompt written notice of the claim; (b) permits the other party to control the defense and settlement of the claim; and (c) reasonably cooperates with the other party (at the other party’s expense) in the defense and settlement of the claim. In no event will a party agree to any settlement of any claim that involves any commitment, other than the payment of money, without the written consent of the other party.
14. Purchases. If you wish to purchase any product or service made available through the Service (“Purchase”), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information. You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete. You expressly agree that name of business is not responsible for any loss or damage arising from the submission of false or inaccurate information. By submitting such information, you grant us the right to provide the information to third parties for purposes of facilitating the completion of Purchases. We reserve the right to refuse or cancel your order at any time for certain reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons. You expressly agree that name of business cannot accept any liability for loss or damage arising out of such cancellation. We reserve the right to refuse or cancel your order if fraud or an unauthorised or illegal transaction is suspected.
15. Taxes. Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under this Agreement. All fees payable by you are exclusive of Indirect Taxes. We may charge and you will pay applicable Indirect Taxes that we are legally obligated or authorized to collect from you. You will provide such information to us as reasonably required to determine whether we are obligated to collect Indirect Taxes from you. We will not collect, and you will not pay, any Indirect Tax for which you furnish us a properly completed exemption certificate or a direct payment permit certificate for which we may claim an available exemption from such Indirect Tax. All payments made by you to us under this Agreement will be made free and clear of any deduction or withholding, as may be required by law. If any such deduction or withholding (including but not limited to cross-border withholding taxes) is required on any payment, you will pay such additional amounts as are necessary so that the net amount received by us is equal to the amount then due and payable under this Agreement. We will provide you with such tax forms as are reasonably requested in order to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made under this Agreement.
16. Subscriptions. Some parts of the Service are billed on a subscription basis (“Subscription(s)”). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription. At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or name of business cancels it. You may cancel your Subscription renewal either through your online account management page or by contacting name of business customer support team. A valid payment method, including credit card or PayPal, is required to process the payment for your Subscription. You shall provide name of business with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize name of business to charge all Subscription fees incurred through your account to any such payment instruments. Should automatic billing fail to occur for any reason, name of business will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
17. Fee Changes. Current Health, in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle. Current Health will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective. Your continued use of the Current Health Device or Current Health Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.
18. Refund. Except when required by law, paid Subscription fees are non-refundable.
19. Account. When you create an account with us, you must provide us information that is accurate, complete, and current at all times and to access the Services, you must have your account associated with a valid email address and a valid form of payment. (Unless explicitly permitted by the Service Terms, you will only create one account per email address.) Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Service. You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a third-party service. You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account. You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene. You expressly agree that we cannot be held liable for any loss or damage arising out of any misrepresentations you make in this regard. Except to the extent caused by our breach of this Agreement, (a) you are responsible for all activities that occur under your account, regardless of whether the activities are authorized by you or undertaken by you, your employees or a third party (including your contractors, agents, patients or End Users), and (b) we and our affiliates are not responsible for unauthorized access to your account.
20. Force Majeure. We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
21. Independent Contractors. Non-Exclusive Rights. We and you are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.
22. Disputes. Any disputes arising out of this Agreement or either Party’s performance or breach thereof, including regarding the scope of this Section, shall be submitted to binding arbitration before the American Arbitration Association pursuant to its Commercial Arbitration Rules then in effect, with the final hearing to be held in San Francisco, California, except that you may assert claims in small claims court in San Diego, California if your claims qualify. The prevailing Party shall be entitled to an award of its reasonable attorneys’ fees and costs associated with said dispute. We and you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we and you waive any right to a jury trial. Notwithstanding the foregoing we and you both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
23. No Third-Party Beneficiaries. Except as set forth the Indemnification section, this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.
24. No Waivers. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
(a) To You. We may provide any notice to you under this Agreement by: (i) posting a notice on the Current Health Site; or (ii) sending a message to the email address then associated with your account. Notices we provide by posting on the Current Health Site will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email.
(b) To Us. To give us notice under this Agreement, you must contact Current Health by facsimile transmission or personal delivery, overnight courier or registered or certified mail to: 125 Princes Street, Edinburgh, EH2 4AD, UK. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided registered or certified mail will be effective three business days after they are sent.