Service Terms
PLEASE READ THESE SERVICE TERMS (“TERMS”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY STEDI, INC. (“STEDI”). BY INDICATING ACCEPTANCE OF THESE TERMS THROUGH STEDI’S ONLINE ENROLLMENT PROCESS OR MUTUALLY EXECUTING OR OTHERWISE AGREEING VIA AN ONLINE SIGN UP PROCESS TO ONE OR MORE ORDER FORMS WITH STEDI WHICH REFERENCE THESE TERMS (EACH, AN “ORDER FORM”), YOU (“CUSTOMER”) AGREE TO BE BOUND BY THESE TERMS (TOGETHER WITH ALL ORDER FORMS AND THE BUSINESS ASSOCIATE ADDENDUM (THE “BAA”) BETWEEN THE PARTIES (IF ANY), THIS “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS. IN ADDITION, ANY ONLINE ORDER FORM WHICH YOU SUBMIT VIA STEDI’S STANDARD ONLINE PROCESS AND WHICH IS ACCEPTED BY STEDI SHALL BE DEEMED TO BE MUTUALLY EXECUTED. IF YOU ARE USING STEDI’S SERVICES ON BEHALF OF A COMPANY, ORGANIZATION, OR OTHER LEGAL ENTITY, THEN YOU ACKNOWLEDGE THAT YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF SUCH ENTITY AND YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND SUCH ENTITY TO THE TERMS OF THIS AGREEMENT. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.
1. Order Forms; Access to the Service
Upon mutual execution, each Order Form shall be incorporated into and form a part of the Agreement. For each Order Form, subject to Customer’s compliance with the terms and conditions of this Agreement (including any limitations and restrictions set forth on the applicable Order Form) Stedi grants Customer a nonexclusive, limited, personal, nonsublicensable, nontransferable right and license to internally access and use the Stedi product(s) and/or service(s) specified in such Order Form (collectively, the “Service,” or “Services”) during the applicable Order Form Term (as defined below) for the internal business purposes of Customer and in connection with Customer’s products and services (but, for clarity, not as a stand-alone product or service of Customer or its affiliates that does not provide substantial additional value independent from the Service itself), in each case, only as provided herein and only in accordance with Stedi’s applicable official user documentation for such Service (the “Documentation”).
2. Implementation
Upon payment of any applicable fees set forth in each Order Form, Stedi agrees to use reasonable commercial efforts to provide standard implementation assistance for the Service only if and to the extent such assistance is set forth on such Order Form (“Implementation Assistance”). If Customer requests implementation assistance or other professional services in excess of any agreed-upon hours estimate, or if Stedi otherwise provides additional requested services beyond those agreed in an Order Form, Customer will pay Stedi at its then-current hourly rates for consultation.
3. Support; Service Levels
Subject to Customer’s payment of all applicable fees, Stedi will provide support, maintenance, and uptime for each Service in accordance with (i) the support package selected by Customer on the applicable Order Form (if any) and (ii) Stedi’s then-current standard Service Level Agreement (the current version of which is available at https://www.stedi.com/docs/legal/slas/healthcare.
4. Service Updates
From time to time, Stedi may provide upgrades, patches, enhancements, or fixes for the Services at its discretion, some at no additional charge and others subject to additional fees (“New Product Offerings”). Stedi is under no obligation to provide any such updates or New Product Offerings. Stedi may make these available to Customer’s account without requiring additional signatures. If a New Product Offering will incur additional charges, Stedi will notify Customer in advance, with pricing included in the notification, and any applicable supplementary terms at Stedi.com/docs/legal/service-terms. By using a New Product Offering, Customer acknowledges and agrees to the applicable pricing and terms. Customer may opt out of future use of any New Product Offering by providing written notice to Stedi and will only be billed for New Product Offering services actually used prior to the opt-out request. Stedi may make other improvements and modifications to the Services at any time in its sole discretion, provided that Stedi shall use commercially reasonable efforts to give Customer reasonable prior notice of any major changes.
5. Ownership; Feedback
As between the parties, Stedi retains all right, title, and interest in and to the Services, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by Stedi for the purposes of this Agreement, including any copies and derivative works of the foregoing. Any software which is distributed or otherwise provided to Customer hereunder (including without limitation any software identified on an Order Form) shall be deemed a part of the “Services” and subject to all of the terms and conditions of this Agreement. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement. Customer may (but is not obligated to) provide suggestions, comments or other feedback to Stedi with respect to the Service (“Feedback”). Stedi acknowledges and agrees that all Feedback is provided “AS IS” and without warranty of any kind. Notwithstanding anything else, Customer shall, and hereby does, grant to Stedi a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose. Nothing in this Agreement will impair Stedi’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Customer may develop, produce, market, or distribute.
6. Confidentiality
“Confidential Information” means all information disclosed by or on behalf of a party (“Discloser”) to the other party (“Receiving Party”) in connection with this Agreement that is conspicuously marked, or orally, and if applicable, visually stated as confidential or would normally be considered confidential information by a reasonable party under the circumstances. “Confidential Information” does not include information that Receiving Party can document: (1) is independently developed by Receiving Party; (2) is rightfully given to Receiving Party by a third party without confidentiality obligations; or (3) becomes public through no fault of Receiving Party. Stedi’s Confidential Information includes non-public information regarding features, functionality, performance, and pricing of the Services, the Documentation, API(s), and other Stedi products or services. Each party as Receiving Party will take reasonable precautions to protect Discloser’s Confidential Information and will not use (except as expressly permitted in this Agreement) or divulge to any third party any Confidential Information. Customer authorizes Stedi to release Confidential Information to third parties as required to provide the Services. Notwithstanding any provision of this Agreement, Receiving Party may disclose Discloser’s Confidential Information, in whole or in part (i) to its employees, officers, directors, consultants and professional advisers (e.g., attorneys, auditors, financial advisors, accountants and other professional representatives) who have a need to know and are legally bound to keep such Confidential Information confidential by confidentiality obligations, or, in the case of professional advisors, are bound by ethical duties, to keep such Confidential Information confidential consistent with the terms of this Agreement; and (ii) as required by law, in which case, to the extent permitted by applicable law, Receiving Party will (A) provide Discloser with prior written notification thereof, (B) provide Receiving Party with the opportunity to contest such disclosure, and (C) use its reasonable efforts to minimize such disclosure. Receiving Party is responsible and liable for its employees’ and representatives’ compliance with this Section 6, as if their actions or inactions were an action or inaction of Receiving Party.
7. Fees; Payment
Customer shall pay Stedi fees as set forth in each Order Form (“Fees”). Unless otherwise specified in an Order Form, all Fees shall be invoiced monthly, in arrears and all invoices issued under this Agreement are payable in U.S. dollars upon receipt unless otherwise stated in the Order Form. Past due invoices are subject to interest on any outstanding balance of the lesser of 1.5% per month or the maximum amount permitted by law. Customer shall be responsible for all taxes associated with Service (excluding taxes based on Stedi’s net income). All Fees paid are non-refundable and are not subject to set-off. If Stedi permits Customer to pay fees by purchasing cards, credit cards, or debit cards, Stedi reserves the right to charge a 3% convenience fee.
8. Use of Services
Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Service; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service; (iv) use the Service for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof; (vi) use the Service to build an application or product that is competitive with any Stedi product or service; (vii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (viii) bypass any measures Stedi may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (ix) make any representations or warranties to any third party with respect to the Services that are inconsistent with the terms of this Agreement; (x) submit transactions in a manner that Stedi, in its sole and absolute discretion, deems excessive or abusive; (xi) submit eligibility and benefits transactions or otherwise use or access the Services in an attempt to determine the existence, status, or details of an individual’s insurance coverage without a reasonable basis for believing such coverage exists unless explicitly authorized to do so by Stedi; (xii) use the Services for any high risk activities in which the failure of the Services could lead to severe physical, economic, or environmental damage; (xiii) use bots, scraping methods, or other unauthorized techniques to access or retrieve information from the Services; (xiv) use the Service in a manner that violates any third party intellectual property, contractual or other proprietary rights or any requirements of payers or intermediary service providers; or (xv) submit data subject to any export control law or the European Union Data Protection Regulation 2016/679 (“GDPR”). Customer is responsible for all of Customer’s activity in connection with the Service, including but not limited to uploading Customer Data (as defined below) onto the Service. Customer shall (a) use the Service in compliance with all applicable local, state, national and foreign laws, treaties, and regulations in connection with Customer’s use of the Service (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws); (b) adhere to rules, regulations and policies of payers and intermediary service providers and obtain any documents or supplementary agreements requested by Stedi necessary to comply therewith; (c) immediately delete any data or information erroneously routed, provided, delivered, or made available to Customer upon notice from Stedi, which notice may be via email or telephone and is expressly excepted from the notice requirements in Section 16; (d) maintain and enforce security measures at least as protective as industry best practices to reduce the risk of security breaches and unauthorized access to the Services; and (e) notify Stedi promptly of any known or suspected security breach or unauthorized use of the Services. Stedi may suspend Customer’s access to and use of any Service and Stedi’s platform without credit at any time if Stedi believes that Customer’s access to the Services puts the performance, integrity, or security of the Services in danger of being compromised or presents a security risk. Stedi shall not be responsible for any damages, whether direct or indirect, resulting from Customer’s decision not to use any security features or products offered by Stedi and for Customer’s use or misuse of the Services in violation of the security measures recommended by Stedi. With respect to Medicaid eligibility transactions, Customer agrees, and will require those who submit transactions to Customer to agree, that: (i) access to eligibility information will be restricted to the sole purpose of verifying Medicaid eligibility where the recipient has requested Medicaid payment for medical services, (ii) verification of eligibility under the system is not a guarantee of payment, and the records as to the recipient’s eligibility status will be the final authority; and (iii) Customer will abide by the Federal and State regulations regarding confidentiality of information.
9. Customer Data
For purposes of this Agreement, “Customer Data” shall mean any data, information or other material provided, uploaded, or submitted by Customer to the Service in the course of using the Service. Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer, not Stedi, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Customer represents and warrants that it has all necessary rights, consents, and authorizations and will provide all necessary notices and disclosures to provide the Customer Data to Stedi and for Stedi to use Customer Data in the performance of its obligations, including any access by or transmission to third parties as contemplated hereunder, in each case without any infringement, violation or misappropriation of any third party rights (including, without limitation, intellectual property rights and rights of privacy). Stedi shall use commercially reasonable efforts to maintain the security and integrity of the Service and the Customer Data. Stedi is not responsible to Customer for unauthorized access to Customer Data or the unauthorized use of the Service unless such access is due to Stedi’s willful misconduct. Customer is responsible for all activities that occur under its account and the use of the Service by any person to whom Customer has given access to the Service, even if Customer did not authorize such use, and Stedi is entitled to rely upon the data input occurring under any Customer account. Customer shall enter into a BAA with Stedi prior to using the Service to store or process Protected Health Information (“PHI”) and may only transmit PHI in accordance with the BAA. Customer is solely responsible for ensuring that any PHI it transmits is sent only through Stedi-approved communication methods. Stedi is not responsible for any unauthorized disclosure of PHI resulting from Customer’s use of unapproved channels. To the extent that the Customer Data includes any personal information, (i) Stedi will process, retain, use, and disclose such personal information only as necessary to provide the Services hereunder and as otherwise permitted under this Agreement, which constitutes a business purpose, (ii) Stedi agrees not to sell such personal data, to retain, use, or disclose such personal data for any commercial purpose other than the foregoing purposes, or to retain, use, or disclose such personal data outside of the scope of this Agreement. Stedi understands its obligations under applicable data protection laws and will comply with them. Customer agrees and acknowledges that Customer Data may be irretrievably deleted if Customer’s account is 90 days or more delinquent. Notwithstanding anything to the contrary, Customer acknowledges and agrees that Stedi may (i) internally use and modify (but not disclose) Customer Data for the purposes of (A) providing the Service to Customer and (B) generating Aggregated De-Identified Data (as defined below), and (ii) freely use, monetize, retain and make available Aggregated De-Identified Data for Stedi’s business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing Stedi’s products and services). “Aggregated De-Identified Data” means data submitted to, collected by, or generated by Stedi in connection with Customer’s use of the Service, but only in aggregate, de-identified form which, when used outside of Stedi, can in no way be linked specifically to Customer and if the underlying data constituted PHI, such data has been de-identified in accordance with the standard and implementation specifications set forth at 45 CFR 164.514(a) and (b).
10. Third Party Integrations
Customer acknowledges and agrees that (i) the Service may operate on, with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (e.g., other vendors of Customer) (“Third Party Integrations”), (ii) the availability and operation of the Service or certain portions thereof may be dependent on Stedi’s ability to access such Third Party Integrations, and (iii) Customer’s failure to provide adequate access or any retraction of permissions relating to such Third Party Integrations may result in a suspension or interruption of the Service. Customer hereby represents and warrants that it has all rights, licenses, permissions and consents necessary to connect, use and access any Third Party Integrations that it integrates with the Service, and Customer shall indemnify, defend and hold harmless Stedi for all claims, damages and liabilities arising out of Customer’s use of any Third Party Integrations in connection with or through the Service. Stedi cannot and does not guarantee that the Service shall incorporate (or continue to incorporate) any particular Third Party Integrations and does not make any representations or warranties with respect to Third Party Integrations. Customer is solely responsible for procuring any and all rights necessary for it to access Third Party Integrations (including any Customer Data or other information relating thereto) and for complying with any applicable terms or conditions thereof. Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party’s terms and conditions.
11. Term; Termination
This Agreement shall commence upon the date of the first Order Form, and, unless earlier terminated in accordance herewith, shall last until the expiration of all Order Form Terms. For each Order Form, unless otherwise specified therein, the “Order Form Term” shall begin as of the effective date set forth on such Order Form, and unless earlier terminated as set forth herein, (x) shall continue for the initial term specified on such Order Form (the “Order Form Initial Term”), and (y) following the Order Form Initial Term, shall automatically renew for additional successive periods of equal duration to the Order Form Initial Term (each, a “Order Form Renewal Term”) unless either party notifies the other party of such party’s intention not to renew no later than 30 days prior to the expiration of the Order Form Initial Term or then-current Order Form Renewal Term, as applicable. In the event of a material breach of this Agreement by either party, the non-breaching party may terminate this Agreement by providing written notice to the breaching party, provided that the breaching party does not materially cure such breach within 30 days of receipt of such notice. Without limiting the foregoing, Stedi may suspend or limit Customer’s access to or use of the Service if (i) Customer’s account is more than 60 days past due, or (ii) Customer’s use of the Service results in (or is reasonably likely to result in) damage to or material degradation of the Service which interferes with Stedi’s ability to provide access to the Service to other customers; provided that in the case of subsection (ii): (a) Stedi shall use reasonable good faith efforts to work with Customer to resolve or mitigate the damage or degradation in order to resolve the issue without resorting to suspension or limitation; (b) prior to any such suspension or limitation, Stedi shall use commercially reasonable efforts to provide notice to Customer describing the nature of the damage or degradation; and (c) Stedi shall reinstate Customer’s use of or access to the Service, as applicable, if Customer remediates the issue within 30 days of receipt of such notice. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, accrued payment obligations, ownership provisions, warranty disclaimers, indemnity and limitations of liability. For clarity, any services provided by Stedi to Customer, including any assistance in exporting the Customer Data, shall be billable at Stedi’s standard rates then in effect.
12. Indemnification
Stedi shall defend indemnify, and hold harmless Customer its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives from all liabilities, claims, suits, actions, or proceedings brought by an unaffiliated third party alleging that the Service infringes, violates, or misappropriates any valid third party intellectual property right; provided that (a) Customer promptly notifies Stedi of the threat or notice of such claim; (b) Stedi will have the sole and exclusive control and authority to select defense attorneys, and defend or settle any such claim; and (c) Customer fully cooperates with Stedi in connection therewith. The foregoing obligations of Stedi do not apply with respect to the Service or any information, technology, materials or data (or any portions or components of the foregoing) to the extent (i) not created or provided by Stedi (including without limitation any Customer Data), (ii) made in whole or in part in accordance to Customer specifications, (iii) modified after delivery by Stedi, (iv) combined with other products, processes or materials not provided by Stedi (where the alleged losses arise from or relate to such combination), (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) Customer’s use of the Service is not strictly in accordance herewith. If use of a Service by Customer has become, or, in Stedi’s opinion, is likely to become, the subject of any such claim, Stedi may, at its option and expense, (i) procure for Customer the right to continue using the Service as set forth hereunder; (ii) replace or modify a Service to make it non-infringing; or (iii) if options (i) or (ii) are not commercially reasonable or practicable as determined by Stedi, terminate the Agreement and repay, on a pro-rata basis, any fees previously paid to Stedi for the corresponding unused portion of the term for related Services. This Section states Stedi’s entire liability, and Customer’s exclusive remedy, for any claims for infringement or unlawful misappropriation, regardless of the type of claim of such action, claim or proceeding. Customer shall defend, indemnify, and hold harmless Stedi, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives from all liabilities, claims, investigations, fines, settlements, damages of any kind, and expenses paid or payable (including reasonable attorneys’ fees) that arise from or in any way relate to (i) the Customer Data or Customer’s use of the Service, including Customer’s failure to obtain any required consents, or failure to notify Stedi of any change in, or revocation of, permission by an individual regarding the use of personal data, or (ii) Customer’s violation of this Agreement.
13. Disclaimer
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. CUSTOMER ACKNOWLEDGES THAT COMPLEX COMPUTER SYSTEMS, SOFTWARE, AND INFORMATION PROCESSING SERVICES, SUCH AS THOSE USED IN PROVIDING THE SERVICES, ARE RARELY FREE OF DEFECTS, PERFORM WITHOUT INTERRUPTION, OR PROVIDE COMPLETE SECURITY, AND NO WARRANTY WITH RESPECT THERETO IS PROVIDED HEREUNDER. STEDI ASSUMES NO LIABILITY FOR OR RELATED TO THE DELAY, FAILURE, INTERRUPTION, OR CORRUPTION OF ANY DATA OR OTHER INFORMATION TRANSMITTED IN CONNECTION WITH THE SERVICES PROVIDED UNDER THIS AGREEMENT. STEDI SHALL HAVE NO RESPONSIBILITY OR LIABILITY WITH REGARD TO ACTIONS OF THIRD PARTIES, INCLUDING BUT NOT LIMITED TO DISPUTES CONCERNING PAYMENT OF CLAIMS, ELIGIBILITY STATUS OF A PATIENT, AUTHORIZATIONS FOR CREDIT, DEBIT OR CHECK TRANSACTIONS, PRE-AUTHORIZATION, PRE-CERTIFICATION, OR OTHER PAYER-SUBMITTED INFORMATION. INFORMATION SUBMITTED BY A PAYER THROUGH STEDI IS NO GUARANTEE OF PAYMENT AND DOES NOT CONSTITUTE A PROMISE TO PAY. ELIGIBILITY INFORMATION IS SUBJECT TO CHANGE AND WAITING PERIODS MAY APPLY.
14. Limitation of Liability
EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS AND FOR CUSTOMER’S BREACH OF SECTION 6 (CONFIDENTIALITY), SECTION 8 (USE OF SERVICES), OR SECTION 9 (CUSTOMER DATA), IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY (INCLUDING CUSTOMER’S CLIENTS OR VENDORS) UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY ARISING OUT OF OR IN ANY WAY RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID BY CUSTOMER TO STEDI HEREUNDER IN THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER. DUE TO THE NATURE OF THE SERVICES BEING PERFORMED BY STEDI, IT IS AGREED THAT IN NO EVENT WILL STEDI BE LIABLE FOR ANY CLAIM, LOSS, LIABILITY, CORRECTION, COST, DAMAGE, OR EXPENSE CAUSED BY STEDI’S PERFORMANCE OR FAILURE TO PERFORM HEREUNDER WHICH IS NOT REPORTED TO STEDI BY CUSTOMER WITHIN 30 DAYS OF SUCH PERFORMANCE OR FAILURE TO PERFORM. THIS LIMITATION OF LIABILITY REFLECTS AN ALLOCATION OF RISK BETWEEN THE PARTIES IN VIEW OF THE FEES CHARGED. THE LIMITATIONS ON REMEDIES IN THIS AGREEMENT SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. CUSTOMER ACKNOWLEDGES AND AGREES THAT STEDI HAS SET ITS FEES AND ENTERED INTO THIS AGREEMENT IN RELIANCE ON THE LIMITATIONS OF LIABILITY SPECIFIED IN THIS SECTION.
15. Free/Trial Use
Stedi may make the Service or certain editions of the Service (e.g., a free trial, or a “proof of concept” version) available to Customer free of charge (“Trial Services”). If Customer is granted access to Trial Services, Stedi will make the applicable Trial Services available to Customer pursuant to these terms starting from the time that Customer registers and is approved for such Trial Services until the earlier of: (a) the end of the Trial Services period communicated to Customer; (b) the start date of any Order Form executed by Customer for Service(s) in exchange for payment; or (c) termination by Stedi in its sole discretion.
NOTWITHSTANDING ANYTHING ELSE, FREE TRIAL SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND STEDI SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE TRIAL SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE STEDI’S LIABILITY WITH RESPECT TO THE TRIAL SERVICES SHALL NOT EXCEED $1,000.00. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION ABOVE, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO STEDI AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE TRIAL SERVICES, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER
16. Miscellaneous
This Agreement (including all Order Forms and the BAA (if any)) represents the entire agreement between Customer and Stedi with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between Customer and Stedi with respect thereto. In the event of any conflict, inconsistency, or ambiguity between these Terms, the BAA, and an Order Form, the Order Form shall control first, followed by these Terms, and then the BAA, except to the extent the BAA must be interpreted or applied differently to ensure compliance with HIPAA. The Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in San Francisco, California. Stedi may modify these Terms at any time by posting a revised version on the Stedi website or by otherwise notifying Customer in accordance with this Section 16. The modified terms will become effective upon posting or, if Stedi notifies Customer by email, as stated in the email message. By continuing to use the Services after the effective date of any modifications to this Agreement, Customer agrees to be bound by the modified terms. It is Customer’s responsibility to check the Stedi Site regularly for modifications to this Agreement. Stedi last modified this Agreement on the date listed at the end of this Agreement. All other notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by email to Legal@Stedi.com or Customer’s email address specified in the Order Form (if applicable); when sent by Stedi, if no email address is specified in an Order Form and it is transmitted by email to the email address then associated with Customer’s account regardless of whether or not it is actually received; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Notices must be sent to the contacts for each party set forth on the Order Form if applicable. Either party may update its address set forth above by giving notice in accordance with this section. Except as otherwise provided herein, any provision of this Agreement may be amended or waived only by a writing executed by both parties. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts. Customer agrees that Stedi may conduct reasonable audits of Customer’s use of the Services to verify compliance with this Agreement and any obligations arising from any Stedi licensors. Neither party may assign any of its rights or obligations hereunder without the other party’s consent; provided that (i) either party may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of such party’s business relating to this Agreement, and (ii) Stedi may utilize subcontractors in the performance of its obligations hereunder. Customer gives Stedi its prior written consent that Stedi may use Customer’s name and logo to refer to Customer as a customer of Stedi on its website and in marketing materials. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches.
Last Updated: April 14, 2025