Settrax.com Terms and Conditions

Effective Date: September 21, 2016

Welcome to the Settrax.com website.  For purposes of these Terms of Use: (i) the Settrax.com website, and all content and functionality associated therewith, is collectively referred to herein as the “Site”; and (ii) Settrax’s proprietary, subscription-based “SaaS” service included as part of the Site is individually referred to herein as the “Settrax Service.”

How it Works:

The Settrax Service is a web-based service intended to increase the efficiency with which hospitals and medical facilities track and review the use of medical instruments and supplies.

Through the use of the Settrax Service, vendors and suppliers who have registered with the Settrax Service are able to use Settrax’s proprietary hardware (the “Kiosk”) installed at a hospital or medical facility (a “Customer”) to “check-in” and/or “check-out” their respective medical instruments and supplies (“Products”) with the Settrax Service.  Conversely, the use of the Settrax Service permits a Customer’s administrative staff to easily track and review which Products have been “checked-in” and/or “checked out” with the Settrax Service.

Our Terms:

Prior to using the Site, please carefully review the following Terms of Use (“Terms”), which are the legally binding terms for your use of the Site.

YOUR USE OF THE SITE CONSTITUTES YOUR AGREEMENT TO THESE TERMS.  PLEASE DO NOT USE THE SITE OR PROVIDE INFORMATION TO US IF YOU DO NOT AGREE TO THESE TERMS.

  1. Who We Are. The Site is owned by Settrax, LLC, a limited liability company organized under the laws of the State of Washington, USA (“Settrax,” “we,” “us,” “our”). Our mailing address is 5727 Baker Way NW Suite 202, Gig Harbor, WA 98335 and our telephone number is 866.900.0375.
  2. Site Features, Functionality and Availability. You may use the Site when and as available. Although we generally intend for the Site to be available on an uninterrupted basis, it will not always be available (e.g., during maintenance, changes, outages and for other reasons) (“Downtime”) and Settrax shall have no liability to you with respect to such Downtime. We further reserve the right to change or eliminate and restrict or block access to all or any part of the Site, including without limitation, all or any part of the Settrax Service, from time to time without notice to you, in our sole discretion.
  3. Registration and Use of the Settrax Service.

Registration

(a) You may browse certain pages of the Site without first registering with the Site.  However, for complete access to and use of the Settrax Service, you must successfully register as a Settrax member (a “Member”) by providing the information requested on the Settrax Service registration page (the “Registration Page”) and by paying the corresponding Membership Fee (defined below). To register as a Member, click http://54.190.29.18/registration/. In the case of a bulk license, each employee, contractor, or agent of the registering company (the “Client”) that accesses the Site and/or utilizes Settrax Services will be incorporated into the definition of Member.  “You” refers to any Member, potential Member, Client, or their affiliates.

(b) When you register as a Member, you will be asked to choose a user name and password.  You are solely responsible for maintaining the confidentiality and security of your user name and password and you further agree not to use the account, user name, or password of any other Member or permit third parties to use your account (a “Member Account”), user name or password.  Failure to comply with these requirements may result in the immediate termination of your Member Account.  You agree to promptly notify Settrax of any unauthorized use or suspected unauthorized use of your Member Account or user name or password; however, you are solely responsible for any and all uses of your Member Account, and any transactions or fees resulting therefrom.

License; Permitted Use

 

(a) During the Membership Term (defined below), subject to the Member’s strict compliance with these Terms, Settrax hereby grants to each Member and each Client, a limited, personal, revocable, non-transferrable, non-sublicensable license to access and use the Settrax Service for the sole purpose of enabling Member(s) to “check-in” and/or “check-out” its respective Products with the Settrax Service.  Except as otherwise set forth in these Terms, no other right, title or interest in the Settrax Service, the Site, and/or the Settrax Content is granted hereunder.

(b) You acknowledge and agree that by providing the Settrax System, Settrax is not rendering health care services or engaged in the practice of medicine.  As such, you are solely responsible for your use of the Settrax Service and/or a Customer’s use of your Products registered with the Settrax System and/or “logged in” or “logged out” using the Kiosk.

(c) You agree to: (i) strictly comply with all federal, state, or local law with respect to the operation of your business and/or your manufacture, marketing, sale and/or use of Products; and (ii) be solely responsible for obtaining and maintaining any permits, approvals, licenses or certifications required under federal, state, or local law with respect to the operation of your business and/or the manufacture, marketing, sale and/or use of your Products.

(d) Members are solely responsible for their interactions with other Members and with any Customers in connection with their respective use of the Settrax Service.  If there is a dispute between Members, between a Member and a Customer, or Client and a Customer or Member with respect to the use of the Settrax Service (a “Dispute” or “Disputes”), that Dispute is solely between the respective parties to the Dispute and does not involve or implicate Settrax or the Settrax Service and Settrax shall have no liability with respect to such Dispute.  For purposes of clarity, Settrax shall have no obligation to pay for or otherwise compensate or reimburse a Member, Client, or Customer in connection with the sale or delivery of Products by any Member or Client to a Customer; rather, any claim for payment, compensation, a refund, or for other reimbursement of any kind must be made to the responsible Member, Client, or Customer and not to Settrax.  Notwithstanding the above, Settrax may report a Member or Client to a Customer and share Settrax Content (as solely determined by Settrax) if Member or Client has violated or has potentially violated an applicable law or regulation (as solely determined by Settrax).

IF YOU HAVE A DISPUTE WITH ANOTHER MEMBER OR WITH A CUSTOMER IN CONNECTION WITH YOUR USE OF THE SETTRAX SERVICE, INCLUDING WITHOUT LIMITATION, A LEGAL CLAIM OR LAWSUIT (COLLECTIVELY, “DISPUTE(S)”), YOU HEREBY RELEASE AND FOREVER DISCHARGE SETTRAX AND ITS OFFICERS, DIRECTORS, VENDORS, AGENTS, SUBSIDIARIES, JOINT VENTURERS AND EMPLOYEES (COLLECTIVELY, THE “SETTRAX PARTIES”) FOR, FROM AND AGAINST ANY AND ALL CLAIMS (ACTUAL OR ALLEGED), DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE AND HEREBY COVENANT NOT TO SUE OR OTHERWISE BRING ANY LEGAL ACTION WHATSOEVER AGAINST THE SETTRAX PARTIES ARISING FROM OR RELATED TO SUCH DISPUTE.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE § 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

Member Term; Fees

(a) By registering as a Member, you are authorized to access and use the Settrax Service for a period of one (1) year from the date of your successful registration.  Your Settrax membership shall thereafter automatically renew for additional one (1) year periods, unless you provide written notice to Settrax of your intent that your membership not be renewed.  The initial term and any subsequent renewal term(s) shall collectively be referred to herein as the “Membership Term.”  In the case of a bulk license, the Membership Term will be set out in and in accordance to the Bulk License Agreement signed by the parties.

(b) You hereby agree to pay all fees associated with your membership with Settrax (as set forth on the Registration Page or, in the case of a bulk license, as set forth in the Bulk License Agreement signed by the parties) (“Membership Fee(s)”), and you further authorize Settrax to charge the Membership Fee(s) to your credit card using the credit card number and information held on hand by Settrax at the time such Membership Fee(s) are owed.  All Membership Fee(s) are due and payable at the time of your registration as a Member or upon renewal of your Settrax membership, and unless otherwise stated, are payable in U.S. Dollars only.  You are responsible for paying all Membership Fee(s) and applicable taxes associated with your use of the Settrax Service in a timely manner with a valid payment method.  You acknowledge and agree that the failure to timely pay your Membership Fee(s) may result in the termination of your Member Account.

(c) Settrax reserves the right to modify and/or adjust the Membership Fee(s) at any time in its sole discretion; however, such modification or adjustment will apply only during the next renewal term.  Members may obtain a full refund within ten (10) days of successful registration provided there is no activity in Member’s Member Account during such ten (10) day period; otherwise, Settrax does not offer refunds.  For purposes of clarity, a Member’s logging into its Member Account during such ten (10) day period constitutes “activity” that would preclude a refund.

Termination

The following provisions apply to individual Members not to users operating under a Bulk License Agreement:

(a) The rights provided in this Section (“Membership Rights”) shall commence as of the date you become a Member, and shall continue until the expiration of the Membership Term, unless earlier terminated as set forth in this Section.

(b) Settrax may terminate and/or cancel your Membership Rights at any time, upon notice to you effective immediately, as expressly set forth in these Terms or in the event you breach or violate these Terms.  You may terminate and/or cancel your Membership Rights at any time by providing ten (10) days written notice to us; however, we will not refund any Membership Fees except as set forth in this Section.

(c) Upon the expiration or termination of your Membership Rights, all such Membership Rights shall immediately and automatically cease and you shall have no further right to access and/or use the Settrax Service.  Notwithstanding the expiration or termination of your Membership Rights, you will still be liable for payment of any amounts due or other obligations incurred by you prior to the effective date of such termination or expiration.  All terms and provisions of these Terms that by their sense, nature or context are intended to survive the termination or expiration of your Membership Rights shall survive such termination.

  1. Privacy. Our Privacy Policy describes our privacy practices. Your use of the Site constitutes your consent to our Privacy Policy. Therefore, you should review the Privacy Policy, which describes the information that we collect, how we collect it and what we do with that information.
  1. Accuracy of Our Information. From time to time there may be information on the Site (including without limitation, on the Settrax Service), whether or not posted by Settrax or by Members, that is outdated or contains errors, inaccuracies, or omissions (collectively, “Inaccuracies”). You agree not to rely on the accuracy of our information and in the event of any Inaccuracies on the part of Settrax, we reserve the right to correct any such Inaccuracies at any time.  We apologize for any inconvenience this may cause you.  For any and all Inaccuracies posted or otherwise transmitted through the Site by a Member, such Inaccuracies are the sole responsibility of the posting or transmitting Member and are not the responsibility of Settrax.
  2. Intellectual Property Rights and Licenses. The Site may feature, without limitation, data, text, designs, graphics, logos, slogans, interfaces, icons, software code, and other information (collectively, “Content”). Content that is posted by you in connection with your use of the Site shall be referred to as “User Content.” User Content may also include a Member’s appearance, name, likeness, and personal and biographical materials and information (collectively, “Publicity Rights”). Content that is posted by or that otherwise originates from Settrax or its affiliates or suppliers or that is otherwise generated by or through a Member’s or Client, or a Customer’s use of the Settrax Service, including without limitation, through the use of a Kiosk, shall be referred to as “Settrax Content.”

The following provisions shall apply to Content:

(a) You retain ownership of any User Content posted or transmitted to or through the Site, but you must grant certain rights to Settrax to use the User Content.  Accordingly, you hereby grant to Settrax and its designees, a royalty free, perpetual, non-revocable, worldwide, fully paid, nonexclusive, freely transferrable and freely sublicensable license and authority to: (i) use, edit, modify, prepare derivative works of, publicly perform, publicly display, post, transmit, download, transcode, playback, copy, reproduce, distribute, incorporate and otherwise fully exploit the User Content and all intellectual property rights associated therewith in connection with: (i) Settrax’s maintenance, operation, and performance of the Site (including without limitation, the Settrax Service); (ii) the operation of Settrax’s business; (iii) Settrax’s promotion, marketing and redistribution of the Site (including without limitation, the Settrax Service), or parts thereof, in any and all media formats and through any and all media channels, and (iv) the reporting of any legal and/or regulatory violations as the Company determines is appropriate and necessary (in the Company’s sole discretion).  To the extent the license rights granted in this Section do not include moral rights or rights of attribution and integrity with respect to a Member’s Publicity Rights or otherwise, each Member hereby waives such rights to the maximum extent permitted by law and further waives any rights of preapproval, if any, in connection with such Publicity Rights or otherwise.

(b) You represent and warrant to Settrax that: (i) you own the User Content which you post or transmit on or through the Site, or otherwise have the legal right to post or transmit such User Content on or through the Site; (ii) the User Content or the posting thereof to or through the Site does not violate the privacy rights, publicity rights, intellectual property rights, or any other proprietary rights of any third party; and (iii) you have the legal right and capacity to enter into these Terms in your jurisdiction.

(c) All Settrax Content is exclusively owned by Settrax or its affiliates, licensors or suppliers and is protected by U.S. and international intellectual property laws.  For the sake of clarity, Settrax may use, modify, sell, transmit Settrax Content as it sees fit and in its sole discretion. Settrax’s and its affiliates’ use of the Settrax Content shall not constitute infringement by Settrax of any Member’s or Client’s rights in or to the Settrax Content, if any.  Member and Client hereby waive and agree to never assert infringement or breach of confidentiality claims against Settrax or its affiliates relating to their use of any Settrax Content. For the avoidance of doubt, should it be alleged or determined that Settrax’s or its Affiliates’ use of Settrax Content infringes on any of Client’s or Member’s intellectual property or proprietary rights, Member and Client will grant, and do hereby grant, to Settrax and Settrax’s affiliates an exclusive, unrestricted, worldwide, perpetual, irrevocable, non-revocable, fully paid up, royalty free license, with the right to sublicense and authorize the granting of sublicenses, to make, have made, use, import, copy, modify, make derivative works of, offer to sell, sell, lease and otherwise distribute any and a