Terms of Use
SHL Telemedicine USA, Inc.
Terms of Use
Carefully read these terms and conditions of use (“Terms of Use”) as they govern your access to and use of SHL Telemedicine USA, Inc.’s (“SHL USA,” “we,” “us,” and “our”) Platform, purchase, if you so choose, and use of the SmartHeart® ECG Device, and related services. Your acceptance of, and compliance with, these Terms of Use is a condition to your use of the following:
· GetsmartHeart.com (our “Website”);
· SmartHeart android or iOS application (our “App”);
· SmartHeart 12 Lead ECG and related software (our “SmartHeart ECG Device(s)”); and
· The services (“Services”) made available through our Website, App, and/or SmartHeart ECG Devices.
Our Website, App, SmartHeart ECG Device, and Services are collectively referred to as our “Platform.” THE USE OF THIS PLATFORM SHOULD NOT BE RELIED UPON AS A SUBSTITUTE FOR PATIENT-SPECIFIC MEDICAL DIAGNOSIS AND TREATMENT. ALL ECG DATA MADE AVAILABLE VIA THE PLATFORM SHOULD ALWAYS BE REVIEWED BY A MEDICAL PROFESSIONAL.
IF YOU HAVE A MEDICAL EMERGENCY OR CRISIS SITUATION DIAL 9-1-1 IMMEDIATELY.
By clicking “Accept,” you acknowledge that you have read in its entirety, understand, and fully accept all terms and conditions contained in these Terms of Use and our Privacy Policy . If you do not agree to be bound by these Terms of Use and our Privacy Policy, you are not authorized to access or use our Platform and/or the Services; PROMPTLY EXIT THIS PLATFORM.
Binding Arbitration. These Terms of Use provide that all disputes between you and SHL USA that in any way relate to these Terms of Use, the Platform, and/or the Services will be resolved by BINDING ARBITRATION. ACCORDINGLY, YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT (INCLUDING IN A CLASS ACTION PROCEEDING) to assert or defend your rights under these Terms of Use. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury and your claims cannot be brought as a class action. Please review Dispute Resolution; Arbitration Agreement for the details regarding your agreement to arbitrate any disputes with SHL USA and its affiliates, Medical Group, or Providers.
1. Services Provided – No Medical Care or Advice
SHL USA is not a medical group and does not provide medical advice, care, and/or treatment. SHL USA contracts with independent medical groups (“Medical Group”) with a network of United States based health care providers (each, a “Provider”) to provide (i) medical consultations where the Provider will make an independent medical judgment as to whether a prescription for the SmartHeart ECG Device is clinically indicated; and (ii) ECG interpretation services for individuals using the SmartHeart ECG Device (“ECG Interpretation Services”). Any telehealth consults obtained through our Platform are provided by Providers and Medical Group. The Providers deliver clinical services via the Platform to their patients. SHL USA does not provide medical advice or care, own or operate the Medical Group, employ or in any way supervise the Providers providing medical care, and control over the care provided is the sole responsibility of the independent Medical Group and the Providers they employ. ECG interpretation Services and practices may vary across Providers, and patients should contact the Providers at Medical Group directly for all questions concerning their interpreted ECG reports. Any consults or services provided by Medical Group or Providers outside of this Platform are subject to the terms and conditions of the platform used by Medical Group or Provider, not these Terms of Use.
2. Membership Terms
SmartHeart ECG Device
You understand that in order to use and obtain the benefits of the SmartHeart ECG Device, you must (i) download the App from either the Apple Store or Google; (ii) activate and create a password for your SmartHeart Account; and (iii) review and follow the instructions of the SmartHeart user manual and quick guide. The App is compatible with either iOS or Android; these are third-party operating systems that you may be required to update form time to time. You are responsible for ensuring that the smartphone or tablet that you use is compatible with these operating systems. SHL USA may not support all past or future generations of iOS and Android. The use of the Service requires that the SmartHeart ECG Device connect with a smartphone or tablet that are actively connected to the internet. In addition, you must select one of SHL USA’s Membership offerings (“Membership Offering”). The Services will not be available without you taking these steps. Accordingly, you will select your Membership Offering in the Enrollment Form. The terms and conditions of the Membership Offerings appear below.
You are responsible for payment of all applicable taxes and shipping charges. SHL USA will select the method of shipment of the SmartHeart ECG Device and the carrier to be used. Any details of the shipment will be specified in the Enrollment Form. SHL USA will use reasonable efforts to avoid delay in delivery on the notified delivery dates. Failure to deliver by the specified date will not be a sufficient cause for cancellation, nor will SHL USA be liable for any loss or damage due to delay in delivery.
You shall notify SHL USA in writing within seven (7) days of delivery of any omissions in delivery or defects. In the event of any such omission or defect, SHL USA’s sole obligation shall be, at its option, to replace or repair the defective SmartHeart ECG Device or, if you selected to purchase the SmartHeart ECG Device, refund of the purchase price paid for such defective SmartHeart ECG Device.
If you purchased the SmartHeart ECG Device, all the risks of loss of and damage to the SmartHeart ECG Device and full legal and equitable title to the SmartHeart ECG Device (provided that legal title shall not pass with respect to the software components of the SmartHeart ECG Device) shall pass to you when the SmartHeart ECG Device is loaded on the carrier at the SHL USA’s facility. SmartHeart ECG Devices may only be returned with SHL USA’s prior authorization within seven (7) days of delivery of the SmartHeart ECG Device to you. After that time, SHL USA reserves the right to refuse return of any SmartHeart ECG Device. You are responsible for the costs of return shipping for any returned SmartHeart ECG Device, expect as otherwise expressly provided in these Terms of Use.
For use of the SmartHeart ECG Device where the SmartHeart ECG Device is not purchased, SHL USA grants to you a non-transferable, non-exclusive, revocable license to use the SmartHeart ECG Device as provided in these Terms of Use. When you cancel your Membership, you agree to return the SmartHeart ECG Device to SHL USA within thirty (30) days. If you failure to return the SmartHeart ECG Device within that time, you acknowledge and agree that SHL USA will charge your payment method on file for the cost of the SmartHeart ECG Device, which is the higher of $899 or the cost posted on our Platform at that time. If SHL USA is unable to charge your payment method, we will send you an invoice by email or mail. You agree to pay the invoice within thirty (30) days of the date on the invoice.
Setup Fee
You will be charged a Setup Fee at the amount listed in the Enrollment Form at the beginning of a new Membership.
Membership Packages
Each Membership Offering includes one (1) medical consultation with a Provider where the Provider will make an independent medical judgment as to whether a prescription for the SmartHeart ECG Device is clinically indicated. See the Prescription Policy below.
The Membership Offerings provide an opportunity to purchase additional telehealth consultations with the Providers.
You will receive an invoice by email or mail for any additional ECG Interpretation Service (outside the number included in the Membership Offering you selected) or telehealth consultations with Providers. You agree to pay the invoice within thirty (30) days of the date on the invoice. Failure to timely pay may result in an inability to obtain additional ECG Interpretation Service or telehealth consultations until payment is made.
Membership Terms
Your Membership is continuous and will be automatically renewed at the end of the applicable Membership period, unless you cancel your Membership before the end of the then-current Membership period online on the Platform or calling us at 888-436-8688. If you cancel your Membership, your account will automatically close at the end of the current billing period. Membership Offerings are non-refundable. SHL USA may change the price for your Membership from time to time and will communicate any price changes to you at least forty-five (45) days in advance of such change. Price changes will take effect at the start of the next Membership period following the date of the price change, unless you cancel your Membership prior to the price change going into effect. Subject to applicable law, you accept the new price by continuing to use the Platform after the price change takes effect.
You authorize all charges and fees in the amount ranging from $50 through $400 per Membership period to be billed to the payment method that you designate during the setup process. If you want to designate a different payment method or if there is a change in your payment method, you must change your information online. This may temporarily delay your ability to make online payments while we verify your new payment information.
You represent and warrant that if you are making online payments that (a) any payment information (i.e., credit card, debit card and bank account information) you supply is true, correct, and complete, (b) charges incurred by you will be honored by your financial institution, (c) you will pay the charges incurred by you in the amounts posted, including, without limitation, any applicable taxes, and (d) you are the person in whose name the account was issued and you are authorized to make a purchase or other transaction with the relevant account information. If we are unable to secure funds from the payment method you provide for any reason, including insufficient funds in the payment method or insufficient or inaccurate information provided by you when submitting electronic payment, we may undertake further collection action, including application of fees to the extent permitted by law. You acknowledge and agree that you will not dispute the charges from SHL USA, Medical Group, or any third party payment processor with the payment method company, provided the transactions correspond to the terms indicated in these Terms of Use. If payment through your payment method is refused, rejected, or declined for any reason, we reserve the right cancel your Membership if payment is not made within seven (7) days of you receiving notice of the payment issue. In the event that your Membership is cancelled for any reason, you will need to resubscribe in order to access our Platform and Services.
Online Payments
You can purchase products or pay for a SmartHeart ECG Device or Services on the Platform. To simplify the user experience on the Platform, you are able to pay for your purchases via the Platform with SHL USA serving as payment processing agent on your behalf. If you elect to purchase ECG Interpretation Services or other services from Medical Group, then the total price you pay includes the amount charged by Medical Group for the service as listed on the Enrollment Form. We collect the amounts charged by Medical Group on your behalf and pass through to them the payment for their actual charges. Before making a purchase, Medical Group is responsible for providing you with an itemized listing of the actual charges by Medical Group for the services. You authorize all such charges and fees to be billed to the payment method that you designate during the setup process.
3. Not For Emergencies; ECG Interpretation Services
Our Platform and the Services are not for medical emergencies or urgent situations. You should not disregard or delay seeking medical advice based on anything that appears or does not appear on our Platform. If you believe you are experiencing an emergency, call 9-1-1 immediately.
SHL USA aims to make ECG interpretations obtained from the ECG Interpretation Services available to you on the Platform within thirty (30) minutes from SHL USA’s receipt of your ECG; however, this is not a guarantee and delays may occur. You may be asked to perform the ECG again if the Provider is unable to interpret the results.
You should seek emergency help or follow up care when recommended by a Provider or when otherwise needed. You should continue to consult with your primary provider and other healthcare professionals as recommended. Always seek the advice of a physician or other qualified healthcare provider concerning questions you have regarding a medical condition and before stopping, starting, or modifying any treatment.
4. Risk of Telehealth Services
By using the Services, you acknowledge the potential risks associated with telehealth services. These include but are not limited to the following: information transmitted may not be sufficient (e.g. poor resolution of images) to allow for appropriate medical or health care decision making by the Provider; delays in evaluation or treatment could occur due to failures of electronic equipment; a lack of access to your medical records may result in adverse drug interactions or allergic reactions or other judgment errors; although the electronic systems we use incorporate network and software security protocols to protect the privacy and security of health information, those protocols could fail causing a breach of privacy of your health information.
5. Prescription Policy
You agree that any prescriptions that you acquire from a provider will be solely for your personal use. You agree to fully and carefully read all provided product information and labels and to contact a licensed healthcare provider if you have any questions regarding the prescription.
6. Order Acceptance; Typographical Errors and Incorrect Pricing
We reserve the right, at our sole discretion, to refuse or cancel any order for any reason. Your account may also be restricted or terminated for any reason, at our sole discretion. You will be charged when you confirm the purchase on our Platform. Some situations that may result in your order being canceled include limitations on quantities available for purchase, inaccuracies or errors in product or pricing information, or problems identified by our credit and fraud avoidance department.
In the event a SmartHeart ECG Device or Service is listed at an incorrect price due to typographical error or error in pricing information received from our suppliers or business partners, we shall have the right to refuse or cancel any orders placed for a SmartHeart ECG Device or Service listed at the incorrect price. We shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your payment method charged. We may also require additional verifications or information before accepting any order. We will contact you if all or any portion of your order is canceled or if additional information is required to accept your order. If your order is canceled after your payment card (or other payment account) has been charged, we will issue a credit to your payment card (or other applicable payment account) in the amount of the charge.
7. Not an Insurance Product
We are not an insurer, nor do we offer an insurance plan or product. The amounts you pay to SHL USA or the Medical Group for any Services obtained through the Platform are not insurance premiums. If you desire any type of health or other insurance, you will need to purchase such insurance separately.
8. Privacy Policy
You agree that information provided by you in connection with the Platform and the Services shall be governed by the Privacy Policy , which is hereby incorporated and made part of these Terms of Use.
9. No Users Under 18 Years Old
In order to access the Platform and the Services, you represent and warrant that you are 18 years old or older. If you are under the age of 18, please do not attempt to register with us on the Platform or provide any personal information about yourself to us. If we learn that we have collected personal information from someone under the age of 18, we will promptly delete that information. If you believe we have collected personal information from someone under the age of 18, please Contact Us.
10. Availability of Services and Platform
11. Export Policy and Restrictions
You acknowledge that the SmartHeart ECG Device and content which are sold or licensed on the Platform, which may include technology and software, are subject to the customs and export control laws and regulations of the United States of America and may also be subject to the customs and export laws and regulations of the country in which the SmartHeart ECG Devices are manufactured and/or received. By purchasing, downloading or using technology or software from the Platform, you agree to abide by the applicable laws, rules and regulations - including, but not limited to the Export Administration Act and the Arms Export Control Act - and you represent and warrant that you will not transfer, by electronic transmission or otherwise, the software or technology to a foreign national or a foreign destination in violation of the law. By purchasing any SmartHeart ECG Device, you agree that you will not use any products, or provide products to any person, who is forbidden from receiving the product under the Export Administration Regulations or any economic sanctions maintained by the U.S. Department of Treasury. U.S. antiboycott regulations, or U.S. economic sanctions, including the export and antiboycott restrictions found in the Export Administration Regulations or the sanctions regulations administered by the U.S. Office of Foreign Assets Control. You shall indemnify and hold harmless SHL USA from all claims, demands, damages, costs, fines, penalties, attorneys’ fees and all other expenses arising from your failure to comply with this provision and/or applicable export control, antiboycott, or economic sanctions laws and regulations.
12. Accuracy and Integrity of Information; Colors
Although we attempt to ensure the integrity and accuracy of the Platform, we makes no representations, warranties, or guarantees whatsoever as to the correctness or accuracy of the Platform and content thereon. It is possible that the Platform could include typographical errors, inaccuracies, or other errors, and that unauthorized additions, deletions, and alterations could be made to the Platform by third parties. In the event that an inaccuracy arises, please inform us so that it can be corrected. We reserve the right to unilaterally correct any inaccuracies on the Platform without notice. Information contained on the Platform may be changed or updated without notice. Additionally, SHL USA shall have no responsibility or liability for information or content posted to the Platform from any unaffiliated third party.
13. Ownership of the Platform
The Platform contains confidential and proprietary information, materials, data, databases, contents, processes, methodologies, know-how, software, text, displays, images, video, audio, trademarks, logos, service marks, features and functionality, and the design, selection and arrangement thereof, are owned by SHL USA, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade dress, trade secret and other intellectual property or proprietary rights laws (collectively, the “Content”).
These Terms of Use permit you to use the Platform for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Platform, including but not limited to Content, except: (a) smartphone or tablet that is paired with the SmartHeart ECG Device may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials; (b) you may store files that are automatically cached by your Web browser for display enhancement purposes; and (c) you may print or download one copy of a reasonable number of pages of the ECG reports provided by the Services for your own personal, non-commercial use and not for further reproduction, publication or distribution. You must not: (a) modify copies of any materials from the Platform or received through the Services; (b) use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text; or (c) delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Platform.
You may not frame or utilize framing techniques to enclose, or deep linking to, any name, trademarks, service marks, logo, content, or other proprietary information (including, without limitation, images, text, page layout, or form) of SHL USA without our express written consent.
You must not access or use any part of the Platform or any services or materials available through the Platform for outsourcing for others or as part of a service bureau business so otherwise for the benefit of unaffiliated third parties who pay directly for its benefit or for other similar commercial purposes, or otherwise exploited for any commercial purpose without express written consent of SHL USA.
If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Platform in breach of the Terms of Use, your right to use the Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Platform or any content on the Platform is transferred to you, and all rights not expressly granted are reserved by SHL USA. Any use of the Platform not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.
14. Your Account; Access to Platform, Security, and Restrictions; Passwords
You agree to: (a) provide true, accurate, current, and complete information when registering to use the Platform and establishing your account, including without limitation your state of residence and the state you are located in when receiving Services (“Registration Information”) and (b) maintain and promptly update the Registration Information to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, we may suspend or terminate your account. You are entirely responsible for maintaining the confidentiality of any passwords and any usage and activities that occur in connection with your account. You agree not to allow others to access your account or utilize your password. Doing so will compromise the security of your account.
You are prohibited from violating or attempting to violate the security of the Platform, including, without limitation, (a) accessing data not intended for such user or logging onto a server or an account which the user is not authorized to access; or (b) attempting to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (c) accessing or using the Platform or any portion thereof without authorization, in violation of these Terms of Use or in violation of applicable law.
Except for ADA accessibility purposes, you may not use any scraper, crawler, spider, robot or other automated means of any kind to access or copy data on the Platform, deep-link to any feature or content on the Platform, bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Platform. The Platform has several accessibility options to enable use of our Platform for everyone regardless of their circumstances. In the event our ADA accessibility options are not sufficient and your particular circumstances require using Automated Action on the Platform, please contact us through email at support@getsmartheart.com or through phone at 888-436-8688 for an accommodation
Violations of system or network security may result in civil or criminal liability. SHL USA will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. You agree not to use any SmartHeart ECG Device, software, or routine to interfere or attempt to interfere with the proper working order or manner of the Platform or any activity being conducted on the Platform.
In the event access to the Platform or a portion thereof is limited requiring a user ID and password (“Protected Areas”), you agree to access Protected Areas using only your user ID and password as provided to you by us. You agree to protect the confidentiality of your user ID and password, and not to share or disclose your user ID or password to any third party. You agree that you are fully responsible for all activity occurring under your user ID. Your access to the Platform may be revoked by SHL USA upon seven (7) days advance notice. You agree to defend, indemnify, and hold SHL USA harmless from and against all third party claims, damages, and expenses (including reasonable attorneys’ fees) against or incurred by arising out of your breach of these Terms of Use or violation of applicable law, your use or access of the Platform, or access by anyone accessing the Platform using your user ID and password.
If you submit, upload, post, or transmit any health information, medical history, conditions, problems, symptoms, personal information, consent forms, agreements, requests, comments, ideas, suggestions, information, files, videos, images, or other materials to us or our Platform (“User Information”), you agree not to provide any User Information that (a) is false, inaccurate, defamatory, abusive, libelous, unlawful, obscene, threatening, harassing, fraudulent, pornographic, or harmful, or that could encourage criminal or unethical behavior, (b) violates or infringes the privacy, copyright, trademark, trade dress, trade secrets, or intellectual property rights of any person or entity, or (c) contains or transmits a virus or any other harmful component. You agree not to contact other Platform users through unsolicited e-mail, telephone calls, mailings, or any other method of communication. You represent and warrant to SHL USA that you have the legal right and authorization to provide all User Information to SHL USA, Medical Group, or Provider for use as set forth herein and required by SHL USA and the Medical Group or Provider.
SHL USA may de-identify your information such that it is no longer considered protected health information or personally identifiable information. SHL USA may disclose, aggregate, sell, or otherwise use such de-identified information to third parties for analytics, research, or other purposes.
15. License to Use Our App
SHL USA grants to you a non-transferable license to use the App on your personal smartphone or tablet that you own or control. SHL USA reserves all rights in and to the App not expressly granted to you under these Terms of Use. The terms of these Terms of Use will govern any content, materials, or services accessible from or purchased within the App as well as upgrades provided by SHL USA that replace or supplement the original App, unless such upgrade is accompanied by a new or revised Terms. Without our prior written permission, you may not distribute or make the App available over a network where it could be used by multiple mobile SmartHeart ECG Devices at the same time. You may not transfer, redistribute or sublicense the App and, if you sell your smartphone or tablet to a third party, you must remove the App from the smartphone or tablet before doing so. You may not copy (except as permitted by this license), reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the App, any updates, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included with the App).
The license to use our App is restricted as follows:
a. Limitations on Copying and Distribution. You may not copy or distribute the App except to the extent that copying is necessary to use the App for purposes set forth herein.
b. Limitations on Reverse Engineering and Modification. You may not reverse engineer, decompile, disassemble, modify or create works derivative of the App, except to the extent expressly permitted by applicable law.
c. Sublicense, Rental and Third Party Use. You may not assign, sublicense, rent, timeshare, loan, lease or otherwise transfer the App, or directly or indirectly permit any third party to copy and install the App on a smartphone or tablet not owned and controlled by you.
d. Proprietary Notices. You may not remove any proprietary notices (e.g., copyright and trademark notices) from the App or its documentation.
e. Use in Accordance with Documentation. All use of the App must be in accordance with its then current documentation, if any, provided with the App or made available on SHL USA’s Platform.
f. Confidentiality. You must hold the App and any related documentation in strict confidence for your own use only.
g. Compliance with Applicable Law. You are solely responsible for ensuring your use of the App is in compliance with all applicable foreign, federal, state and local laws, and rules and regulations.
16. External Services
The Platform may enable access to SHL USA’s and/or third-party services and websites (collectively and individually, "External Services"). You agree to use the External Services at your sole risk. We are not responsible for examining or evaluating the content or accuracy of any third-party External Services, and shall not be liable for any such third-party External Services. A link to a non-SHL USA website does not mean that we endorse or accept any responsibility for the content, or the use, of the linked website. It is up to you to take precautions to ensure that whatever you select for your use or download is free of such items as viruses, worms, Trojan horses, and other items of a destructive nature. Data displayed by the Platform or External Service, including but not limited to financial, medical, and location information, is for general informational purposes only and is not guaranteed by SHL USA or its agents. You will not use the External Services in any manner that is inconsistent with the terms of these Terms of Use or that infringes the intellectual property rights of SHL USA or any third party. You agree not to use the External Services to harass, abuse, stalk, threaten, or defame any person or entity, and that we are not responsible for any such use. External Services may not be available in all languages and may not be appropriate or available for use in any particular location. To the extent you choose to use such External Services, you are solely responsible for compliance with any applicable laws. We reserve the right to change, suspend, remove, disable or impose access restrictions or limits on any External Services at any time without notice or liability to you.
17. Electronic Communications
When you use the Platform, or send e-mails, messages, and other communications from your desktop or mobile device to us, you are communicating with us electronically. You consent to receive communications from us electronically. You agree that (a) all agreements and consents can be signed electronically and (b) all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such notices and other communications be in writing. SHL USA, Medical Group, and your Provider may contact you by telephone, mail, or e-mail to verify your information. SHL USA, Medical Group, and your Provider may request further information from you and you agree to provide such further information to ensure that you have not fraudulently used the Platform. If you do not provide this information in the manner requested within fourteen (14) days of the request, we reserve the right to suspend, discontinue, or deny your access to and use of our Platform until you provide the information to us as requested.
18. Consent to Receive Calls, Text Messages, and Audio and/or Video Recording
SHL USA is committed to being compliant with the Controlling the Assault of Non-Solicited Pornography and Marketing Act (“CAN-SPAM Act”) and the Telephone Consumer Protection Act (“TCPA”). You consent to receive text messages from us as set forth below. E-mails, newsletters, and text messages received from us are intended to fully comply with the CAN-SPAM Act and the TCPA. In the event you receive an e-mail or text message from us which you do not believe is fully compliant with the CAN-SPAM Act or the TCPA, please Contact Us.
By providing your mobile number, you are agreeing to be contacted by or on behalf of SHL USA at the mobile number you have provided, including calls and text messages, including through the use of an automatic telephone dialing system, and/or an artificial or prerecorded voice, to receive informational, product or service related (e.g., progress tracking, reminders, etc.), and commercial messages and communications relating to the Platform. Message and data rates may apply. To stop receiving text messages text a reply to us with the word STOP. We may confirm your opt out by text message. If you subscribe to multiple types of text messages from us, we may unsubscribe you from the service that most recently sent you a message or respond to your STOP message by texting you a request to identify services you wish to stop. Please note, that by withdrawing your consent, some of the functions provided by the Platform may no longer be available to you. Keep in mind that if you stop receiving text messages from us you may not receive important and helpful information and reminders about your services.
SHL USA may record (audio and video) all or part of your interaction with us (“Recordings”). Such Recordings are used for quality assurance and training purposes, to better deliver to you the Services, and to help us improve the Platform. By accessing and using our Platform, you agree and consent to such Recordings for the purposes and uses set forth in these Terms of Use and as otherwise set forth in the Privacy Policy.
19. No Third Party Rights
Unless expressly stated in these Terms of Use, nothing herein is intended to confer any rights, obligations, duties, or remedies, on any person other than you, SHL USA, Medical Group, and their affiliates. Nothing in the Terms of Use is intended to relieve or discharge the obligation or liability of any third persons to you, SHL USA, Medical Group, and its affiliates, nor shall any provision give any third parties any right of subrogation or action over against you, SHL USA, Medical Group, and its affiliates. The Platform is only provided for your benefit and may not be relied on by any third party.
20. Dispute Resolution; Arbitration Agreement
We will try to work in good faith to resolve any issue you have with the Platform, including SmartHeart ECG Devices and Services ordered or purchased through the Platform, if you bring that issue to the attention of our customer service department. However, we realize that there may be rare cases where we may not be able to resolve an issue to a customer's satisfaction.
You and SHL USA agree that any dispute, claim, or controversy arising out of or relating in any way to these Terms of Use or your use of the Platform, including SmartHeart ECG Devices and Services ordered or purchased through the Platform, shall be determined by binding arbitration instead of in courts of general jurisdiction. Arbitration is more informal than bringing a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and is subject to very limited review by courts. Arbitration allows for more limited discovery than in court, however, we agree to cooperate with each other to agree to reasonable discovery in light of the issues involved and amount of the claim. Arbitrators can award the same damages and relief that a court can award, but in so doing, the arbitrator shall apply substantive law regarding damages as if the matter had been brought in court, including without limitation, the law on punitive damages as applied by the United States Supreme Court. You agree that, by agreeing to these Terms of Use, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and SHL USA are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms of Use and any other contractual relationship between you and SHL USA.
If you desire to assert a claim against SHL USA, and you therefore elect to seek arbitration, you must first send to SHL USA, by certified mail, a written notice of your claim ("Notice"). The Notice to SHL USA should be addressed to: SHL Telemedicine USA, Inc., Attn: LEGAL NOTICE, 350 Motor Parkway, Suite 204, Hauppauge, NY 11788 ("Notice Address"). If SHL USA desires to assert a claim against you and therefore elects to seek arbitration, it will send, by certified mail, a written Notice to the most recent address we have on file or otherwise in our records for you. A Notice, whether sent by you or by SHL USA, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). If SHL USA and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or SHL USA may commence an arbitration proceeding or file a claim in small claims court. During the arbitration, the amount of any settlement offer made by SHL USA or you shall not be disclosed to the arbitrator. You may download or copy a form Notice and a form to initiate arbitration from the American Arbitration Association at www.adr.org. If you are required to pay a filing fee, after SHL USA receives notice at the Notice Address that you have commenced arbitration, it will promptly reimburse you for your payment of the filing fee, unless your claim is for more than US $10,000. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by these Terms of Use, and will be administered by the AAA. The AAA Rules and Forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by requesting them from us by writing to us at the Notice Address. The arbitrator is bound by the terms of these Terms of Use. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of these Terms of Use, including this arbitration agreement. Unless SHL USA and you agree otherwise, any arbitration hearings will take place in the county (or parish) of your billing address. (If you reside outside of the United States, any arbitration hearings will take place in your country of residence at a location reasonably convenient to you, but will remain subject to the AAA Rules including the AAA rules regarding the selection of an arbitrator). If your claim is for US $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds US $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. If the arbitrator issues you an award that is greater than the value of SHL USA’s last written settlement offer made before an arbitrator was selected (or if SHL USA did not make a settlement offer before an arbitrator was selected), then SHL USA will pay you the amount of the award or US $1,000, whichever is greater. Except as expressly set forth herein, the payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. Each party shall pay for its own costs and attorneys' fees, if any. However, if any party prevails on a statutory claim that affords the prevailing party attorneys' fees, or if there is a written agreement providing for payment or recovery attorneys’ fees, the arbitrator may award reasonable fees to the prevailing party, under the standards for fee shifting provided by law.
YOU AND SHL USA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and SHL USA agree otherwise, the arbitrator may not consolidate more than one person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.
If this Agreement to Arbitrate provision is found to be unenforceable, then (a) the entirety of this arbitration provision shall be null and void, but the remaining provisions of these Terms of Use shall remain in full force and effect; and (b) exclusive jurisdiction and venue for any claims will be in state or federal courts located in and for Suffolk County, New York. Both SHL USA and you agree to waive any and all rights to a jury trial in the event this agreement to arbitrate is found to be unenforceable.
21. Indemnification
You agree to defend, indemnify, and hold SHL USA and any affiliates harmless from and against any and all rights, demands, losses, liabilities, damages, claims, causes of action, actions, and suits (no matter whether at law or equity), fees, costs, and attorney’s fees of any kind whatsoever arising directly or indirectly out of or in connection with: (i) your use or misuse of the Platform, SmartHeart ECG Devices, Services, or any information posted on the Platform; (ii) your breach of the Terms of Use or Privacy Policy; (iii) the content or subject matter of any information you provide to SHL USA, Medical Group, or your Provider; or (iv) any negligent or wrongful act or omission by you in your use or misuse of the Platform, SmartHeart ECG Devices, Services, or any information on the Platform, including without limitation, infringement of third party intellectual property rights, privacy rights, or negligent or wrongful conduct.
22. SmartHeart ECG Device Warranty; Disclaimer of SmartHeart ECG Device Warranties
THE SMARTHEART ECG DEVICE IS NOT INTENDED TO DETECT A MEDICAL EVENT, SUCH AS WITHOUT LIMITATION, A CARDIAC EVENT. An ECG Interpretation Service by a qualified medical professional is required to interpret the information provided by the SmartHeart ECG Device. The ECG Interpretation Service provides you with a valuable tool to supplement other diagnostic procedures. The ECG interpretation is based only on the review of the ECG you performed and the symptoms that you checked off when you performed the ECG via the App. An ECG is only one of several possible decision-assisting procedures for detecting heart abnormalities. Some heart conditions never produce any specific ECG changes. In addition, an ECG does not always detect an abnormality even when one is actually present. Not all potentially fatal heart abnormalities can be detected by an ECG and the ECG may or may not confirm that there is truly an abnormality present. SHL USA is not making any warranty or guarantee to you as to the results of the ECG Interpretation Service.
A purchased SmartHeart ECG Device is warranted by SHL USA from date of delivery to you to be free of defects in workmanship or materials under normal usage for a period of one (1) year and any claim shall be submitted in writing within such period. SHL USA’s sole liability and your exclusive remedy for a breach of this warranty is limited to repair, replacement, or refund at the sole option of SHL USA. Such repairs, replacement, or refund will not extend the warranty period. If covered by warranty, SHL USA will cover the cost of return and replacement shipping for the SmartHeart ECG Device. SHL USA’s warranty shall not apply if: (i) the SmartHeart ECG Device is not used in accordance with its instructions or if it is used for purpose not indicated on the labeling; (ii) any repairs, alternatives, or other work has been performed by you or others on such SmartHeart ECG Device, other than work performed with SHL USA’s authorization and according to its approved procedures; or (iii) the alleged defect is the result of abuse, misuse, improper maintenance, accident or negligence of any party other than SHL USA. No other express or implied warranty is made with respect to the SmartHeart ECG Device, including no implied warranties of merchantability and of fitness for a particular purpose. Warranty herein is conditioned upon proper storage, use and maintenance in accordance with the SmartHeart ECG Device User Manual.
23. Disclaimer of Warranties Relating to the Platform and App
SHL USA DOES NOT WARRANT THAT ACCESS TO OR USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE PLATFORM WILL BE CORRECTED. THE PLATFORM, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SERVICE RELATED TO THE PLATFORM, IS PROVIDED "AS IS," WITH ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF INFORMATION, QUIET ENJOYMENT, AND TITLE/NON-INFRINGEMENT. SHL USA DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE INFORMATION OBTAINED THROUGH THE PLATFORM.
YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE PLATFORM, PLATFORM-RELATED SERVICES, SERVICES, AND LINKED WEBSITES. SHL USA DOES NOT WARRANT THAT FILES AVAILABLE FOR DOWNLOAD WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER DESTRUCTIVE PROGRAMMING. YOU ARE RESPONSIBLE FOR IMPLEMENTING PROCEDURES SUFFICIENT TO SATISFY YOUR NEEDS FOR DATA BACK UP AND SECURITY.
SHL USA will have no liability for errors, unreliable operation, or other issues resulting from use of the App on or in connection with rooted or jail broken Devices or use on any SMARTPHONE OR TABLET that is not in conformance with the manufacturer’s original specifications, including use of modified versions of the operating system (collectively, “Modified Devices”). Use of the App on Modified DEVICES will be at your sole and exclusive risk and liability.
24. Limitation of Liability Regarding Use of Platform, SmartHeart ECG Device, and Services
NONE OF SHL USA OR ITS AFFILIATES SHALL BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATING IN ANY WAY TO ANY SMARTHEART ECG DEVICE, THE PLATFORM, PLATFORM-RELATED SERVICES, SERVICE, CONTENT, OR INFORMATION CONTAINED WITHIN THE PLATFORM, AND/OR ANY LINKED WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT ANY ASPECTS OF THE FOREGOING LIMITATIONS OF LIABILITY ARE NOT ENFORCEABLE, THE MAXIMUM AGGREGATE LIABILITY OF SHL USA TO YOU WITH RESPECT TO YOUR USE OF ANY SMARTHEART ECG DEVICE, THE PLATFORM, AND SERVICES IS THE HIGHER OF (1) THE TOTAL AMOUNT YOU PAID TO SHL USA DURING THE TERM OF YOUR CURRENT MEMBERSHIP OFFERING; OR (2) THE TOTAL AMOUNT YOU PAID TO SHL USA IN THE LAST TWENTY-FOUR (24) MONTHS.
SHL USA and its affiliates shall have no liability with respect to any defect arising from the SmartHeart ECG Device or ServiceS due to (i) specifications, materials, or services supplied by you; (ii) fair wear and tear of SmartHeart ECG Device; (iii) in appropriate use of the SmartHeart ECG Device Services, or Platform; (iv) your willful damage or negligence; (v) failure to follow use restrictions or instructions (whether oral or in writing); (vii) misuse or alteration or repair of the SmartHeart ECG Device without SHL USA’s approval; or (viii) if you are in breach of THE TERMS OF this AGREEMENT, INCLUDING BUT NOT LIMITED TO YOUR payment obligations under ANY ENROLLMENT FORM.
25. No Liability of App Stores and Other Third Parties.
Your wireless carrier, the manufacturer and retailer of your smartphone or tablet, the developer of the operating system for your smartphone or tablet, the operator of any application store, marketplace, or similar service through which you obtain the App, and their respective affiliates, suppliers, and licensors (collectively, “Third Parties”) are not parties to these Terms of Use and they do not own and are not responsible for the App. SHL USA, and not any Third Parties, is responsible for addressing any claims raised by you or any third party regarding the App or your use or possession thereof, including claims related to product liability, legal or regulatory requirements, and consumer protection or similar legislation. You are responsible for complying with all application store and other applicable Third Party terms and conditions. YOU AGREE (I) THE THIRD PARTIES DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, WITH RESPECT TO THE APP, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, AND FITNESS FOR A PARTICULAR PURPOSE; (II) IN NO EVENT WILL THE THIRD PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) ARISING OUT OF THESE TERMS OF USE OR THE APP, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; (III) IN ANY EVENT, THE MAXIMUM LIABILITY OF ANY THIRD PARTY FOR ALL CLAIMS (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) OF EVERY KIND WILL IN NOT EXCEED FIVE HUNDRED DOLLARS ($500.00); AND (IV) YOU WAIVE ANY AND ALL CLAIMS, NOW KNOWN OR LATER DISCOVERED, THAT YOU MAY HAVE AGAINST THE THIRD PARTIES ARISING OUT OF THE APP AND THESE TERMS OF USE. THE THIRD PARTIES ARE INTENDED THIRD PARTY BENEFICIARIES OF THESE TERMS OF USE, CAPABLE OF DIRECTLY ENFORCING ITS TERMS. NOTHING CONTAINED IN THIS AGREEMENT WILL BE CONSTRUED AS MODIFYING OR AMENDING ANY AGREEMENTS OR OTHER TERMS BETWEEN YOU AND THE THIRD PARTIES WITH REGARD TO THEIR SUBJECT MATTER. In the event of any claim that the App or your possession and use of the App infringes a third party’s intellectual property rights, the Third Parties are not responsible for the investigation, defense, settlement, or discharge of the infringement claim.
26. Force Majeure
We will not be deemed to be in breach of these terms or liable or deemed to have defaulted for any breach of these Terms of Use or our Privacy Policy for any failure or delay in fulfilling or performing any term of these Terms of Use, when and to the extent such failure or delay is caused by or results from acts beyond our reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, explosion, pandemic, or epidemic; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of these Terms of Use; (f) national or regional emergency; and (g) other events beyond the reasonable control of SHL USA. We will do our best to communicate with you and to provide notice within thirty (30) days of the Force Majeure Event, stating the period of time the occurrence is expected to continue. We shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. SHL USA shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.
27. Copyright & Trademark Information
Copyright ©2023 SHL Telemedicine USA, Inc. All rights reserved. All trademarks, logos, and service marks (“Marks”) displayed on the Site, including SmartHeart and Heartnexus Marks, are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
28. Revisions; General
SHL USA reserves the right, in its sole discretion, to terminate your access to all or part of the Platform upon seven (7) days advance notice. In the event that any of the Terms of Use are held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that these Terms of Use shall otherwise remain in full force and effect. These Terms of Use constitute the entire agreement between SHL USA and you pertaining to the subject matter hereof. In its sole discretion, SHL USA may from time-to-time revise these Terms of Use by updating this posting. You should, therefore, periodically visit this page to review the current Terms of Use, so you are aware of any such revisions to which you are bound. Your continued use of the Platform after revisions to these Terms of Use shall constitute your agreement to the revised Terms of Use. Certain provisions of these Terms of Use may be superseded by expressly designated legal notices or terms located on particular pages within the Platform.
29. Contact Us
If you have any questions, concerns, complaints, or suggestions regarding our Terms of Use or otherwise need to contact us, you may contact us at the contact information below:
SHL Telemedicine USA, Inc.
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