Please read this Agreement carefully since it describes the terms and conditions under which Quil will provide Quil Assure to You. YOU UNDERSTAND THAT THIS AGREEMENT CONTAINS DISCLAIMERS REGARDING QUIL ASSURE. IT ALSO CONTAINS INDEMNITY OBLIGATIONS AND LIMITATIONS OF LIABILITY APPLICABLE TO QUIL ASSURE. THIS AGREEMENT ALSO CONTAINS OBLIGATIONS TO MEDIATE AND ARBITRATE CLAIMS, A WAIVER OF JURY TRIALS AND A WAIVER OF CLASS ACTIONS. By checking and submitting the “I ACCEPT” checkbox in the application (or as otherwise accepted via shrink wrap), You agree that You have read this Agreement and agree to be bound by and comply with the terms and conditions set forth in this Agreement, including but not limited to the disclaimers, limitations of liability and indemnity obligations contained in this Agreement.
THE QUIL ASSURE SERVICES ARE NOT INTENDED TO BE A SUBSTITUTE FOR 911 OR OTHER EMERGENCY SERVICES WHICH MAY BE AVAILABLE TO YOU. IF YOU AND/OR A CARE RECIPIENT NEEDS HELP, YOU SHOULD DIAL 911, TO THE EXTENT POSSIBLE.
QUIL’S SERVICES ARE CURRENTLY AVAILABLE ONLY TO CLIENTS AND INDIVIDUALS WHO ARE RESIDENTS OF THE UNITED STATES.
1. Quil Assure Generally. Quil Assure is intended to assist Care Recipients with aging at their home or place of residence (the “Premises”) by providing access to remote monitoring services and a mobile device-based application. “Quil Assure” means collectively the software application (the “Application”) available via your own smartphone, tablet or other mobile device (e.g., iPhone, iPad, or Android smartphone or other tablet device) (“Mobile Devices”), the monitoring services (the “Monitoring Services”), and the monitoring equipment (“Equipment”) used in connection with Quil Assure. The term “You,” as used in this Agreement, means any person or entity who subscribes, for themselves and for and on behalf of the Care Recipient, as each of whom accesses, uses or is monitored via Quil Assure and/or any person or entity who creates an Account (as defined below), or accepts this Agreement, and/or otherwise accesses or uses Quil Assure, including but not limited to any person granted access to Quil Assure by You. Quil Assure also has the ability to connect with those family and friends who support the Care Recipient (“Caregivers”). Use of the Application and/or the Mobile Devices (i.e., internet connectivity, mobile service, etc.) is at the expense of the Subscriber.
YOU UNDERSTAND AND AGREE THAT YOU ARE NOT REQUIRED TO USE QUIL ASSURE. YOU SHOULD NOT ASSUME QUIL ASSURE IS SUITABLE FOR YOUR NEEDS. YOU UNDERSTAND AND AGREE THAT IF YOU CHOOSE TO USE AND/OR RELY ON QUIL ASSURE, YOU ALONE ASSUME ANY AND ALL RISK. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE SUITABILITY, ACCURACY, APPROPRIATENESS, AND/OR APPLICABILITY TO YOUR PARTICULAR SITUATION.
3. Ownership, License and Intellectual Property. Quil owns all right, title and interest in and to Quil Assure. Subject to the terms and conditions of this Agreement, Quil grants You a limited, non-exclusive, non-transferable license to access and use the Application solely in connection with the use of Quil Assure. You are authorized to receive and/or control or monitor and install and use the Application solely on your own Mobile Device and solely for the purposes set forth in this Agreement. There is a risk that unauthorized persons may gain access to the Application and data thereon and You agree to assume such risk. This license will continue during the term of your subscription, but may be terminated by Quil in the event of your (i) failure to keep confidential all information available on the Application and all passwords or access codes relating to the Application or access thereto, (ii) use of the Application in any manner that negatively affects Quil, (iii) use of the Application for any illegal purpose, (iv) breach of this Agreement or (v) violation of any applicable law. You will be solely responsible for information You deliver, delete, or modify within the Application. Upon termination of this Agreement or termination or suspension of the license by Quil, Quil may immediately, and without notice, disable your access to the Application and cancel all passwords or other access codes. You will not (a) disclose or make available to third parties any portion of the technology associated with Quil Assure or the Application without our prior written consent, (b) copy, decompile, dissemble, reverse engineer, manipulate, modify, or make derivative works of any technology incorporated in Quil Assure or the Application. Quil may from time to time develop patches, updates, upgrades or other modifications (“Updates”) to improve the performance of Quil Assure or the Application. These may be automatically installed without providing any additional notice or receiving any additional consent. You consent to this automatic update. If You do not want such Updates, your remedy is to terminate your Account and stop using Quil Assure and/or the Application. You acknowledge that You may be required to install Updates to use Quil Assure and You agree to promptly install any Updates that Quil provides. IF YOU FAIL TO INSTALL ANY UPDATES PROVIDED BY QUIL, YOUR ACCESS TO THE APPLICATION AND QUIL ASSURE MAY BE TERMINATED.
4. The Monitoring Services. THE MONITORING SERVICES ARE INTENDED TO REDUCE THE RISK OF INJURY TO YOU AT THE PREMISES BUT ARE NOT A GUARANTEE SUCH EVENTS WILL NOT OCCUR OR THAT THERE WILL BE NO PERSONAL INJURY OR PROPERTY LOSS WHEN USING THE MONITORING SERVICES. The Monitoring Services consist solely of alerting designated Caregivers identified by You or third-party governmental or other agencies (“Authorities”) (Caregivers and Authorities to collectively be known as “Responders”) upon receipt by a monitoring facility of data or other communication from the Equipment reporting an event at the Premises that requires assistance (a “Response Incident”). Following receipt of notice of a Response Incident, the monitoring facility will contact the Responders; provided, however, before alerting any Responders, the monitoring facility may, in its sole and absolute discretion and without any liability, contact or attempt to contact You as frequently as it deems appropriate to verify the need to alert Responders to the Response Incident. After receiving advice from anyone at the Premises to disregard the Response Incident, the monitoring facility may, in its sole and absolute discretion and without any liability, call the Responders, or refrain from alerting the Responders or advise the Responders of the receipt of advice to disregard the Response Incident. Our obligation to provide the Monitoring Services shall be satisfied by the monitoring facility contacting (or attempting to contact) the Responders or by leaving a voicemail, text message, push notification or similar type message with the Responders. The monitoring facility will not contact (nor attempt to contact) any Authority-Responder on your behalf unless You have specifically contracted with Quil to provide such service.
- Start of the Monitoring Service. The Monitoring Services will commence only after (i) all required information to be provided by the Subscriber and the Care Recipient is entered into the Application; (ii) the initial payments required for Quil have been made; (iii) the Equipment has been received and successfully installed as determined by Quil (“Monitoring Commencement Date”).
- Monitoring Services-Generally. You must elect in the Application the “safety protocols” that are applicable to your Account. Quil will only respond as specifically directed by your elections. This means if you have not properly elected any individual safety protocol Quil will not provide those services. For example, if you have not elected to have Quil deploy emergency services, you will have to call 911 yourself, if and when necessary. Your elections also will affect who is notified, and the order of notification. For example, if you choose to remove a Caregiver from the Care Circle, that Caregiver will no longer be able to receive data, notification, or services from Quil. If you have any questions about the elections you are making, please contact Quil Customer Care. Response Incidents reported via Alexa, if applicable, will only work in the Care Recipient’s Premises. Response Incidents reported via the Don’t Panic Button will only work in the Care Recipient’s Premises. Only Care Recipients may use their mobile voice assistants (e.g. Siri, Google Assistant) on their own mobile devices to report a Response Incident.
- Restrictions on Use of the Monitoring Services. You understand, acknowledge and agree that certain laws, rules, regulations and ordinances of governmental authorities, utilities, businesses, homeowners associations and other entities may affect your rights or ability to use the Equipment, including fees or assessments for false alarms or other restrictions. You agree to obtain and maintain, at your expense, all licenses, permits and other authorizations or consents necessary for the installation and use of the Equipment including, without limitation or example, notice to Responders.
- Suspension or Interruption of the Monitoring Service. All of Quil’s obligations are automatically suspended without notice to You and You hereby waive all claims and release Quil from any and all Losses (as defined below): (i) in the event of a breach of this Agreement by You, or (ii) if the monitoring facility, the Equipment, your phone lines (landline or Mobile Devices) or internet connections or the Monitoring Services are destroyed, damaged, inoperable or malfunction for any reason whatsoever. In each such event, the duration of such suspension shall be until the reason for the suspension is cured.
- False Alarms; Suspension of Service and Shut-Down. You agree to prevent false alarms and be solely liable for false alarms. You must pay (or reimburse Quil) any fines, fees, costs, expenses, and penalties relating to Quil or the Monitoring Services assessed against You, Quil or the monitoring facility by any person or entity, including any court or governmental agency or any person or entity acting on the behalf of such court or agency. If (i) You default under this Agreement, (ii) this Agreement is terminated by either party for any reason, (iii) your Account excessively signals the monitoring facility without apparent reason, or (iv) in the opinion of monitoring facility personnel, your Account otherwise becomes a “problem account,” Quil may suspend Quil Assure and You authorize Quil to disconnect your Account from the monitoring facility. The exercise of any such rights shall not be deemed a waiver of Quil’s right to damages.
- Google Mapping. Quil uses the Google Places API in connection with the Monitoring Services. The Google Places API is subject to the following terms and conditions https://policies.google.com/terms?hl=en and https://policies.google.com/privacy which are incorporated into this Agreement.
5. Equipment. Quil is designed to transmit signals to a monitoring facility through the Equipment. You understand that the Equipment (and thus the Monitoring Services) may be interrupted, circumvented, unavailable (for a limited or extended time period) or otherwise compromised for any number of reasons, including but not limited to the unavailability of communications connectivity, etc. If the Equipment (and the Monitoring Services) are inoperative or interrupted by any cause, you understand that the Monitoring Services will not be operative. You must continually check the Application to ensure that the Equipment is operative. You shall immediately repair (or caused to be repaired) any (i) problems with the Equipment; or (ii) problems with your communications connectivity.
- Installation of Equipment. You are required to purchase the Equipment via the Quil Assure Store. You agree to install the Equipment at the Premises and ensure that the installation has been successful.
- Ownership of Equipment. Since you are purchasing the Equipment from Quil, you will own the Equipment once purchased and paid for in full.
- Equipment Warranty. Quil does not make any representation or warranty, including any implied warranty or merchantability or fitness for particular purpose, regarding the Equipment. Some states do not allow limitations on warranties, so the above limitations or exclusions may not apply to You.
- Manufacturer’s Instructions and Warnings; Manufacturer’s Limited Warranties. The Equipment manufacturer provides instructions and warnings regarding certain aspects of the Equipment. YOU MUST READ THE INSTRUCTIONS AND WARNINGS BEFORE INSTALLING AND USING THE EQUIPMENT. The instructions and warning can be accessed at myquil.com/manuals and are incorporated into this Agreement. The Equipment Manufacturer may provide limited warranties in connection with the Equipment.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT QUIL HAS NO CONTRACTUAL RELATIONSHIP WHATSOEVER WITH YOUR LAND-LINE OR WIRELESS SERVICE PROVIDERS (“YOUR CARRIERS”) OR CONTRACTORS AND YOU ALONE ARE RESPONSIBLE TO OBTAIN, PAY FOR AND MONITOR THE SERVICES OF YOUR CARRIERS. YOU ALSO UNDERSTAND THAT YOU ARE NOT A THIRD-PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN QUIL AND ANY OF ITS UNDERLYING CARRIERS. IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT QUIL’S UNDERLYING CARRIERS AND CONTRACTORS SHALL HAVE NO LEGAL, EQUITABLE, OR OTHER LIABILITY OF ANY KIND TO YOU AND YOU HEREBY WAIVE ANY AND ALL CLAIMS OR DEMANDS THEREFOR.
6. Additional Equipment or Services. You have selected the Quil Assure service model and Equipment based on your personal considerations (i.e., cost, the condition of the Premises, etc.). Should you at any time choose to purchase or add additional Equipment or services, You agree that any additional Equipment or services provided by Quil shall be subject to this Agreement and shall be at your expense.
7. Your Obligations Regarding the Equipment and the Monitoring Services. By using the Equipment and the Monitoring Services, You agree that:
- You shall provide and maintain, at your expense, adequate power for all Equipment relating to Quil; and shall be responsible to provide communications connectivity via Your Carriers, at your expense, to allow communications between the Equipment and the monitoring facility.
- You will provide information necessary for Quil to establish response procedures and notifications and to notify Quil promptly if the names, contact data or other information changes.
- You will notify Quil and provide Quil updated information at least two weeks prior (a) to moving from the Premises; or (b) changing phone numbers and shall ensure that You confirm the operability of the Services and the Equipment once you have moved through appropriate testing.
- You will notify Quil immediately if the Equipment is damaged or destroyed.
- You are responsible for paying, or reimbursing Quil if we pay, any fines, fees, costs, expenses, or penalties assessed against You or Quil by any court, governmental agency, or other applicable person involving the use of the Equipment. You are also responsible for paying for any damage, cost and expense that may occur as a result of your failure to provide access to Responders (they may break open a door/window to enter the Premises). You hereby release Quil and the Responder for and from all Losses that may arise from any forced entry or any delayed response by Responders.
- You hereby consent to Quil’s intercepting, recording, retrieving, reviewing, copying, using, and disclosing the contents of all telephone, video, wire, oral, electronic and other forms of transmission or communication with You (or anyone at the Premises, or using your phone or the Equipment).
- You agree that we are not responsible for, and shall have no liability with respect to, service interruption, outages, or failure of your communications connectivity, nor do we have any control over response times for Responders. You hereby release Quil from any Losses arising from the inability of Responders to respond for any reason, including but not limited to: (1) when Mobile Devices are not operable for any reason; or (2) if Responders are unable to locate You because Mobile Devices do not have a GPS or remote tracking device.
- Remote Customer Care. If You contact Quil’s Customer Care, Quil will not charge You any additional fees to deliver, or for You to receive, such remote customer support; however, your wireless service provider may charge a fee for air-time or data usage associated therewith. You consent to Quil contacting You in connection with your Customer Care request through any of the means identified in your Account.
8. NO WARRANTIES. QUIL ASSURE AND THE APPLICATION ARE PROVIDED FOR YOUR CONVENIENCE, “AS IS” AND “AS AVAILABLE”, AND QUIL AND ITS LICENSORS, SUBCONTRACTORS, UNDERLYING CARRIERS AND SUPPLIERS EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT.
9. LIMITATIONS OF LIABILITY AND RELEASE. BY AGREEING TO THESE TERMS, YOU ARE RELEASING QUIL, ITS AFFILIATES, OWNERS, SHAREHOLDERS, MEMBERS, AGENTS, UNDERLYING CARRIERS, SUPPLIERS, LICENSORS, SUBCONTRACTORS, THIRD PARTY PRODUCT OR SERVICE PROVIDERS, ATTORNEYS, AND INSURERS, AND EACH OF THEIR DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, AND REPRESENTATIVES (COLLECTIVELY, THE “QUIL PARTIES”), ON YOUR BEHALF AND ON BEHALF OF ALL OTHERS WHO MAKE CLAIMS UNDER THIS AGREEMENT FROM ALL LOSSES (AS DEFINED BELOW) ARISING OUT OF OR IN CONNECTION WITH ANY CLAIMS OR LIABILITIES WHATSOEVER, INCLUDING BUT NOT LIMITED TO THE COVERED CLAIMS (AS DEFINED BELOW), AND/OR DUE TO, OR CAUSED IN WHOLE OR IN PART BY YOUR USE OF QUIL ASSURE, THE EQUIPMENT, THE MONITORING SERVICES AND/OR THE APPLICATION. UNDER NO CIRCUMSTANCES WILL QUIL BE RESPONSIBLE OR LIABLE TO YOU FOR SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES INCLUDING WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY, DEATH OR DAMAGES TO PROPERTY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. QUIL DISCLAIMS ALL LIABILITY OF ANY KIND IN CONNECTION WITH ANY OF QUIL’S SUBCONTRACTORS, THIRD PARTY PRODUCT OR SERVICE PROVIDERS, UNDERLYING CARRIERS, LICENSORS AND SUPPLIERS. NOTWITHSTANDING THE FOREGOING, EVEN IF ANY QUIL PARTY IS FOUND LIABLE FOR ANY LOSSES, AS DEFINED BELOW, ANY SUCH LIABILITY SHALL BE LIMITED TO THE MAXIMUM SUM OF $1,000.00. THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. THIS AGREED-UPON AMOUNT IS NOT A PENALTY AND IS THE SOLE REMEDY. FOR PURPOSES OF THIS AGREEMENT, THE TERM “LOSSES” SHALL MEAN ALL LIABILITY, LOSS, DAMAGE OR EXPENSE OF ANY KIND WHATSOEVER, INCLUDING BUT NOT LIMITED TO ALL PROPERTY DAMAGE, PERSONAL INJURY (INCLUDING DEATH), ECONOMIC LOSSES OR ANY OTHER FORM OF LOSS, DAMAGE, COST, OR EXPENSE, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE QUIL SERVICES OR THE EQUIPMENT, AND SHALL INCLUDE BUT SHALL NOT BE LIMITED TO LOSSES DUE TO, OR CAUSED IN WHOLE OR IN PART BY (I) THIS AGREEMENT, INCLUDING ANY BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT OR OBLIGATION ARISING HEREUNDER (II) YOUR USE, FAILURE TO USE OR MISUSE OF QUIL ASSURE (III) THE APPLICATION, THE MONITORING SERVICES OR THE EQUIPMENT (INCLUDING SERVICES OF OR ACTIONS/INACTIONS OF ANY RESPONDER, THIRD PARTY PRODUCT OR SERVICE PROVIDERS, SUBCONTRACTORS, UNDERLYING CARRIERS OR SUPPLIERS, (IV) THE ACTIVE OR PASSIVE SOLE, JOINT OR SEVERAL NEGLIGENCE OF ANY KIND OR DEGREE OF YOU OR ANY QUIL PARTY (AS DEFINED ABOVE), (V) THE IMPROPER OPERATION OR NON-OPERATION OF QUIL ASSURE, THE EQUIPMENT, THE APPLICATION OR THE MONITORING SERVICES, (VI) BREACH OF CONTRACT, EXPRESSED OR IMPLIED, WHICH OCCURS BEFORE, DURING OR AFTER THE SIGNING OF THIS AGREEMENT (VII) BREACH OF WARRANTY, EXPRESSED OR IMPLIED, (VIII) PRODUCT OR STRICT LIABILITY, (IX) THE LOSS OR DAMAGE TO OR MALFUNCTION OF FACILITIES NECESSARY TO OPERATE QUIL ASSURE, TRANSMIT ANY SIGNAL TO OR RECEIVE SIGNALS AT ANY MONITORING FACILITY, (X) A CLAIM FOR SUBROGATION, INDEMNIFICATION OR CONTRIBUTION, (XI) A VIOLATION OF ANY APPLICABLE LAW OR ANY OTHER THEORY OF LIABILITY OR ALLEGED FAULT ON THE PART OF ANY QUIL PARTY, (XII) A VIOLATION OF ANY LAW PROHIBITING THE INTERCEPTION OF ORAL COMMUNICATIONS BY ELECTRONIC MEANS, (XIII) THE ACTIONS OF ANY THIRD PARTY IN RESPONDING TO A SIGNAL FROM THE SYSTEM, OR (XIV) ANY UNAUTHORIZED ACCESS, USE OR DISCLOSURE OF YOUR PERSONAL INFORMATION, IMAGE OR LIKENESS (COLLECTIVELY, THE “COVERED CLAIMS”).
10. NOT INSURANCE OR MEDICAL SERVICE. YOU ACKNOWLEDGE AND AGREE THAT QUIL IS NOT AN INSURER AND SHALL NOT PROVIDE INSURANCE COVERAGE AGAINST ANY LOSSES, AS DEFINED ABOVE. QUIL’S SERVICE CHARGES ARE BASED SOLELY ON THE VALUE OF SERVICES PROVIDED AND ARE NOT INSURANCE PREMIUMS.TO THE EXTENT YOU WISH TO HAVE ANY INSURANCE COVERAGE FOR LOSSES, IT IS YOUR RESPONSIBILITY TO PROCURE AND MAINTAIN SEPARATE INSURANCE POLICIES FROM AN INSURANCE COMPANY OR COMPANIES, SOLELY AT YOUR COST AND EXPENSE, COVERING ALL LOSSES, DAMAGE OR EXPENSE ARISING OUT OF ANY COVERED CLAIM OR OTHERWISE. RECOVERY FOR ANY LOSSES, AS DEFINED ABOVE, FOR ANY COVERED CLAIM (AS DEFINED ABOVE) OR OTHERWISE, SHALL BE LIMITED TO THE INSURANCE YOU PURCHASE SEPARATELY FROM YOUR OWN INSURANCE COMPANY, IF ANY. YOU ALSO ACKNOWLEDGE THAT QUIL IS NOT A MEDICAL PROVIDER AND DOES NOT PROVIDE ANY MEDICAL SERVICES WHATSOEVER.
11. Release of Insured Losses; Waiver of Subrogation. You release Quil for all Losses covered by your insurance policies and for all insurance deductibles. You also waive and release any subrogation and other rights You or your insurance company may have against Quil for money paid to You or on your behalf.
12. INDEMNIFICATION. IF ANYONE OTHER THAN YOU (INCLUDING YOUR INSURANCE COMPANY) ASKS ANY QUIL PARTY TO PAY FOR ANY LOSSES, AS DEFINED ABOVE, INCLUDING ATTORNEYS’ FEES, ARISING OUT OF OR IN CONNECTION WITH, DUE TO, OR CAUSED IN WHOLE OR IN PART BY ANY COVERED CLAIM OR OTHERWISE, YOU SHALL INDEMNIFY, DEFEND AND HOLD SUCH QUIL PARTY HARMLESS (WITHOUT ANY CONDITION THAT ANY OF THEM FIRST PAY), FOR ALL LOSSES, INCLUDING ATTORNEYS’ FEES, ASSERTED AGAINST OR INCURRED BY SUCH QUIL PARTY. THE FOREGOING INDEMNIFICATION OBLIGATIONS MAY NOT BE ENFORCEABLE IN SOME STATES, SO SUCH OBLIGATIONS MAY NOT APPLY TO YOU.
13. Term and Termination. The term of this Agreement will commence on the Effective Date (except for the Monitoring Services which will not commence until the Monitoring Commencement Date), continue until this Agreement is terminated pursuant to this Section. You or Quil may terminate this Agreement for any reason or no reason following notice sent to the other as set forth in this Section. You shall provide notice of termination to Quil by (1) cancelling your subscription via the Application (Quil’s preferred method) ;(2) calling Quil Customer Care at 888-HEY-QUIL; or (3) e-mail Quil Customer Care at myquil.com/contact-us. Such notice by You shall be effective upon Quil’s receipt thereof. Quil shall provide notice of termination to You by e-mail sent to the email address provided in your Account. Quil’s termination shall be effective one (1) day following the date that Quil sends the e-mail notice. If You do not provide Quil an e-mail address, then Quil may send You written notice of the termination by regular mail, postage pre-paid and any such notice shall be effective upon three (3) days following the day on which Quil sent the notice. Upon termination of the Agreement, Quil shall have no further obligation to You or anyone using Quil Assure and You shall have no further obligation to Quil other than the obligation respecting the payment of any monies due to Quil prior to the date of termination. In addition, Quil’s obligation to provide the Monitoring Services shall terminate automatically as of (i) the date the Equipment is uninstalled at the Premises; (ii) the date you materially breach this Agreement; or (iii) three (3) days after a suspension pursuant to Section 4 (c) above if you fail to cure/rectify the reason for such suspension.
14. Default. If You breach or otherwise default under this Agreement, You shall pay Quil for all Losses in enforcing its rights under this Agreement, including but not limited to Quil’s attorneys’ fees.
15. Fees and Payment. You shall pay Quil the periodic service charges in advance. You authorize Quil to charge your credit/debit card for the periodic (e.g., monthly, quarterly, or annually) service charge when due. If charges to your credit/debit card are declined, Quil shall request a valid credit card be submitted within ten (10) days of failure. If the charges are not approved and You do not make payment, Quil may, in its sole discretion, discontinue the Monitoring Services without notice, on or after the end of the ten (10) day period, and terminate your access to Quil Assure and the Application. If You otherwise do not pay any charges when due, Quil may, in its sole discretion, terminate this Agreement and/or discontinue services without notice.
- Increase in Fees. Quil may increase periodic recurring charges at any time under this Agreement by sending the notice to You by email to the email address on your Account. Quil shall not refund any pre-paid fees hereunder for any reason.
- Finance and Late Charges. You agree to pay a finance charge of the lesser of (i) one and one-half (1-1/2%) percent per month (eighteen percent (18%) per year) or (ii) the maximum rate permitted under applicable law, for all charges not paid within thirty (30) days of the invoice date. In addition, You shall pay an administrative fee (late charge) of 5% of any invoice not paid (as agreed upon damages and not a penalty) within thirty (30) days of the invoice date, provided the imposition of such fee (together with the finance charge listed above) is permitted and not deemed to exceed the maximum charge permitted under applicable law.
16. Communication. It is important that Quil be able to communicate with You regularly. Accordingly, You agree to provide your e-mail address and phone number for purposes of communications and support. Without limiting the foregoing, by clicking “I agree” below (or as otherwise accepted via shrink wrap), You hereby consent to the receipt of such communications via email, phone call, text message or other means of communication. You agree that Quil (or third parties acting on Quil’s behalf) may call or text You at any telephone number You provide to Quil, for any purpose related to Quil Assure, the Monitoring Services, the Application, and the Equipment. You understand that these calls may be autodialed, and that if You provide a cell phone number, standard carrier charges may apply. If You do not wish to receive these calls or texts, You may opt out (1) via the Application (Quil’s preferred method); (2) calling Quil Customer Care at 888-HEY-QUIL; or (3) e-mail Quil Customer Care at myquil.com/contact-us. You will indemnify, defend and hold the Quil Parties harmless (without any condition that Quil first pay) for any Losses, including reasonable attorneys’ fees, arising out of or in connection with, due to or caused in whole or in part by, any claims asserted against the Quil Parties any in connected with or as a result of our communications, including any claim under any state or federal consumer protection or similar law, including the Telephone Consumer Protection Act.
- Feedback: In connection with any Feedback You provide, you hereby irrevocably grant to Quil, the absolute worldwide right and permission to record and use, reuse, publish and republish the Feedback and any video and/or sound records of You or your likeness and voice in any and all media now or later known for commercial or any other purpose whatsoever.
17. Consent to Recording. Certain federal and state laws prohibit interception and recording of telephone calls and other oral communications by electronic means, including the interception and recording of telephone calls and other oral communications. You, for yourself and any other person who engages in any communication in connection with the use of Quil Assure (“Users”), consent to the interception, recording, disclosure and use of the contents of any telephone call, or other oral, communications or video in connection with Quil Assure. In addition, You shall notify all Users with respect to any such interception, recording, disclosure or use. YOU SHALL NOT INTERCEPT OR RECORD ANY ORAL COMMUNICATION OF ANY PERSON WITHOUT HAVING SUCH PERSON’S PERMISSION TO DO SO.
18 Data; Data Storage. Your Account provides You with access to certain data stored by Quil. You agree that Quil may delete any data delivered to Quil when (i) this Agreement is terminated or expires or (iii) You deliver a written request pursuant to any applicable law, regulation, regulatory authority or other applicable judicial or governmental order. Notwithstanding anything contained herein to the contrary, Quil is not responsible for any change to or loss of any data.
19. Application Stores. You acknowledge and agree that the availability of the Application is dependent on the third-party websites from which You download the Application, e.g. the Application Store from Apple or the Android app market from Google (each, an “Application Store”). You acknowledge that this Agreement is between You and Quil and not with an Application Store. Each Application Store may have its own terms and conditions to which You must agree before downloading mobile applications from it. You agree to comply with, and your license to use the Application is conditioned upon your compliance with, such Application Store terms and conditions. To the extent such other terms and conditions from such Application Store are less restrictive than, or otherwise conflict with, the terms and conditions of this Agreement, the more restrictive or conflicting terms and conditions in this Agreement apply. Quil will not charge You any additional fees for You to receive and download the Application; however, your wireless service provider may charge a fee for air-time or data usage associated therewith. Check with your wireless carrier if You have questions about your wireless plan.
21. Binding Agreement. This Agreement shall become binding on you and Quil as of the Effective Date, except that Quil shall not be required to provide the Monitoring Services until after the Monitoring Commencement Date. This Agreement is binding on the parties’ heirs, executors, administrators, successors and permitted assigns.
22. Applicable Law. This Agreement shall be governed by and construed according to the laws of New York without reference to its conflicts of law rules. The interpretation of this Agreement shall not be construed against the drafter.
23. Assignment. You may not assign this Agreement. Quil may assign all or any portion of this Agreement.
24. No Waiver of Breach. Waiver of your breach of this Agreement shall not be a waiver of any subsequent breach. Quil’s rights under this Agreement shall be cumulative, may be exercised concurrently or consecutively and shall include all remedies available even if not referred to in this Agreement.
25. Time Limitation on Actions. All claims, actions, or proceedings against Quil must be commenced in court within one (1) year after the cause of action has accrued, without judicial extension of time, or such claim, action or proceeding is barred. The time period in this Section must be complied with strictly.
26. Integrated Agreement. This Agreement and any document made a part of this Agreement contains the entire agreement between the parties respecting the transactions described in such documents and supersedes all prior or current negotiations, commitments, contracts (express or implied) warranties (express or implied) statements and representations, whether written or oral, pertaining to such transactions, all of which shall be deemed merged into this Agreement. NEITHER PARTY HAS MADE ANY REPRESENTATION, TERM, PROMISE, CONDITION, STATEMENT, WARRANTY, OR INDUCEMENT (COLLECTIVELY, “INDUCEMENT”) NOT EXPRESSED IN THIS AGREEMENT RESPECTING THE TRANSACTIONS DESCRIBED IN THIS AGREEMENT AND ANY DOCUMENT MADE A PART OF THIS AGREEMENT AND, IN ENTERING INTO THIS AGREEMENT, NEITHER PARTY IS RELYING ON ANY INDUCEMENT WHICH IS NOT SET FORTH IN THIS AGREEMENT.
27. Valid Agreement. Should any provision of this Agreement (or portion of this Agreement), or its application to any circumstances, be held illegal, invalid or unenforceable to any extent, the validity and enforceability of the remainder of the provision and this Agreement, or of such provisions as applied to any other circumstances, shall not be affected thereby, and shall remain in full force and effect as valid, binding and continuing.
28. Modifications. Additions, amendments, modifications, or deletions to these terms shall not become part of the Agreement unless agreed to in writing by the parties; provided that Quil may add, amend, modify or delete the terms of this Agreement by providing prior written notice of such addition, amendment, modification or deletion on the Application, which amended terms shall be binding upon the parties.
29. Right to Subcontract. Monitoring and other portions of Quil Assure are provided by third party independent contractors. Likewise, any Responder is also an independent contractor. Quil may, in its sole discretion, subcontract for the provision of any of Quil Assure under this Agreement. Any subcontractor Quil engage is an independent contractor and not our partner or joint venturer. You authorize Quil to act as your agent for purposes of working with, or providing any directions to, any subcontractors with respect to the provision of Quil Assure. You authorize Quil to share your personal information with our subcontractors or other third parties for the purpose of providing the Monitoring Services under this Agreement. The provisions of this Agreement inure to the benefit of and are applicable to (i) any subcontractors or Responders; and (ii) each of the Quil Parties and bind You to all such persons or entities listed in the foregoing subsection (i) or (ii) with the same force and effect as they bind You to Quil.
30. Right to Notice and Cure. If Quil breaches this Agreement, You shall provide Quil written notice specifically identifying the nature of the breach and the provisions of this Agreement affected as a result of such breach. Quil may cure the breach within ten (10) business days following Quil’s receipt of the written notice. If Quil cures any such breach, this Agreement shall continue unabated and Quil shall not be liable to You for any Losses arising out of or in connection with, due to or caused in whole or in part by any such breach. If Quil cannot or does not cure the breach, your sole remedy is to terminate this Agreement.
31. Mediation; Arbitration; No Class Action Claim. If any controversy or claim arises out of or relates to this Agreement or the breach thereof, the parties agree first to try in good faith to settle the dispute by mediation using any mediator as may be mutually agreed by the parties. If the parties do not resolve the controversy or claim through mediation within 60 days, then either party that elects to pursue such controversy or claim shall, upon notice to the other, submit the controversy or claim, including without limitation any issues arising from any claims under the Agreement or the requirement for arbitration, and all related questions or differences, to binding arbitration using the American Arbitration Association’s (“AAA”) Consumer Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. No arbitration under this Agreement may be maintained on behalf of a “class” of plaintiffs or multiple customers. The parties shall mutually agree to a single arbitrator; if they cannot agree on the identity of an arbitrator within 60 days after the notice of arbitration is received, either party may submit a request to the AAA to appoint an arbitrator. The arbitration may take place by phone or other electronic means and shall be governed by the laws of the State of New York. The U.S. Arbitration Act shall govern the interpretation, enforcement, and proceedings pursuant to the arbitration clause in this Agreement. The arbitrator’s order must be consistent with the provisions of this Agreement.
32. Waiver of Jury Trial; Venue. If for any reason the arbitration provisions set forth above are not applicable or not enforceable, You and Quil each waive the right to trial by jury in any suit, action, or other legal proceeding in connection with this Agreement. This jury trial waiver cannot be revoked. Any suit, action or other legal proceeding arising out of or relating to this Agreement shall be brought exclusively in the state courts of record or the courts of the United States located in New York, New York. You and Quil each consent to the exclusive jurisdiction and venue of each such court in any such suit and waive any objection You may have to jurisdiction or venue of any such suit.
- Quil Assure hardware products (“Products”),
- website(s) that may be accessed at https://www.quilhealth.com/assure (“Site”),
- services, including technical support and services accessible through the Site(s) (“Web Apps”),
- software that may be downloaded to a smartphone or tablet to access services (“Mobile Apps”), and
- subscription services, including services you can access using the Web Apps and Mobile Apps (“Subscription Services”).
Third parties may also integrate Quil Assure’s products and services into their own products and/or services, and we are not responsible for this integration. Quil is not responsible for the privacy practices of any third-party integrations such as Amazon Alexa/Echo, Apple HealthKit, or Google Fit. The inclusion of a link to Quil Assure Services provided by another party does not imply that we endorse or otherwise monitor the privacy practices of that linked third party. Quil highly recommends that you review the privacy policies of any third-party integrations you choose to use.
2. Categories of Data We Collect When You Use Our Products and Subscription Services
Where applicable, we indicate whether and why you must provide us with your Personally Identifiable Information or the Personally Identifiable Information of the Care Recipient or a Care Circle (as defined below) member. If you do not provide Personally Identifiable Information when requested, you may not benefit from the full set of Quil Assure Services; for example, not receiving important notifications without an email address.
- Personally Identifiable Information We Collect Directly from You
- Registration. To register a Quil Assure Account, we may ask you to provide certain Personally Identifiable Information on https://www.quilhealth.com/assure, or the Quil Assure Mobile App. More specifically this includes the following Personally Identifiable Information: full name, gender, age, country, email address, phone number, product serial number, date of purchase, street address, and mailing address.
- Information You Voluntarily Share or Post. We may collect Personally Identifiable Information that you provide on https://www.quilhealth.com/assure and Quil-owned Web Apps and Mobile Apps, or post in a public space (such as on our social media accounts) and details you post within your own private Quil Assure account. Information posted to private Quil Assure accounts may include photos such as profile pictures, device pictures, pictures of medications and more. You may also invite “Care Circle” individuals or a Caregivee, as the case may be, to share Quil Assure account access, which requires Personally Identifiable Information: full name, nickname, email address, phone number, gender, age, country, and street address. If you provide us with someone else’s Personally Identifiable Information, you must ensure that you have that individual’s permission to do so.
- IoT Sensor Data Quil Assure Products, collect, process, and store the internet of things (IoT) sensor data, that is captured with Quil Assure Systems for various periods depending on your subscription plan and settings. This process may include capturing and emailing to you portions of the sensor data, as part of a notification responding to motion events or other sensor events. We may process Personally Identifiable Information from Quil Assure IoT sensors to send you alerts when anomalies may occur.
- Customer Support. We may collect personal information through communications with our customer care team or other communications so that we can assist with any Quil Assure Product or Subscription Service support requests submitted.
- Payment Details. We may collect credit/debit card and billing information, including payment transactions, to process orders for Products and Subscription Services.
- Personally Identifiable Information We Collect from Interactions with Our Products and Services
- Cookies and Tracking Technologies. We use standard analytics tools like cookies, web beacons, and other tracking technologies in our products to collect related information, including IP addresses, geolocation data, device identifiers, and other information about your Mobile device and sensors. We may collect information about your browser and what sites you visit. We might also look at how and how often you use one of our applications and specific features. Third parties may also collect information using cookies. Some websites have “do not track” features that allow you to tell a website not to track you, but these features are not all uniform. We do not currently respond to those signals because of the lack of support, and the W3C disbanded its DNT working group in January 2019. If you provide us with someone else’s Personally Identifiable Information, including but not limited to the information of a Care Recipient or individuals in a Care Circle, you must ensure that you have that individual’s permission to do so.
- Product Usage. We collect information related to the use of our products and devices, this information includes internet speed and IoT sensor information.
- Personally Identifiable Information We Obtain from Other Sources
- Third Party Personally Identifiable Information. You may invite individuals to your Care Circleto share Quil Assure account access, which requires Personally Identifiable Information: full name, email address, and phone number. You may also refer Quil Assure to other individuals. If you choose to provide us with someone else’s Personally Identifiable Information (such as full name, email, and phone number), you must ensure that you have that individual’s permission to do so. You may also be invited to join Quil Assure by your employer as part of your company benefits package; if so, your employer would supply Quil with your Personally Identifiable Information: first and last name, mailing address, email address.
3. How We May Use Personally Identifiable Information
We may use Personally Identifiable Information for the following purposes:
- To provide Quil Assure services and communicate with you and/or the Care Recipient and/or those in your Care Circle. We will use your Personally Identifiable Information to deliver our products and services and to interact with you directly.
- To maintain, improve and develop products and Services. We will use Personally Identifiable Information to ensure our products and services are working as intended and improve our products and services.
- We use Personally Identifiable Information for internal analytics to understand how our products and services are used.
- We may send marketing communications about other Quil products, services, offers, programs, and promotions either directly from our partners or us. We do not share any Personally Identifiable Information with any third parties for their independent marketing purposes.
- To protect our company, prevent fraud, and securing our products and services.
- We may use Personally Identifiable Information as required by applicable laws or if requested by any judicial process or governmental agency having jurisdiction over Quil.
4. How We Share Personally Identifiable Information
We may share Personally Identifiable Information in the following ways or as otherwise disclosed to you at the time of data collection:
- We also may share Personally Identifiable Information with our third-party service providers who perform services on our behalf. Examples of services include: processing credit card transactions and orders, sending communications, and providing customer support. Quil Assure currently utilizes the following third-party service providers that may store, process, and transmit Personally Identifiable Information.
- People Power Co – IoT Cloud and Product Fulfillment Services
- Braze – Customer Engagement and Communications
- ZenDesk – Customer Support Request Tracking
- Shopify – eCommerce Portal Hosting
- Stripe – Credit Card Processing
- Accenture – Intient Cloud Hosting Services
- Avant Guard Monitoring – Professional Alert Monitoring
- Google Analytics, Firebase, Crashlytics and Tag Manager – Analytics and Ad Personalization
- Full Story – Website User Usability and Experience Monitoring
- LookBack & dscout – Interviewing Selected Customers About Their Experience Using Quil Assure
- We may share information for legal reasons. We will share Personally Identifiable Information with companies, organizations, or individuals outside of Quil Assure if we have a good faith belief that access, use, preservation, or disclosure of the information is reasonably necessary to:
- meet any applicable law, regulation, legal process, or enforceable governmental request
- detect, prevent, or otherwise address fraud, security or technical issues or
- protect against harm to the rights, property, or safety of Quil Assure, our users, or the public as required or permitted by law.
- If an individual is invited to Quil Assure as part of a Trial with one of Quil partners, we may collect, share, disclose, and use certain non-identifying data regarding that individual’s use and participation of the Trial Service with the specific partner that invited that individual to the Trial.
5. Your Rights and Choices
You have certain rights regarding the Personally Identifiable Information we store about you and choices about what specific Personally Identifiable Information we collect from you, how we use it, and how we communicate with you.
- You can opt-out of receiving our marketing emails. To stop receiving our marketing emails, follow the instructions in any marketing email you get from us. If you opt-out of getting emails, we will send you transactional messages. This means we may still contact you about sensor alerts and your product orders. You will also continue to receive important technical and security information about your Quil Assure Products. Quil Assure will continue to send you notifications depending on the system settings you configure.
- You may choose not to install our applications, but that choice may limit your ability to use our products and services.
- You can update or delete your account. Through your account settings, you can edit your Personally Identifiable Information or delete your account. However, if you delete your account, you will not be able to fully use Quil Assure Services.
- To update your preferences, ask us to remove your information from our mailing lists, delete your account or submit a request to exercise your rights under applicable law; please contact us as specified in the “How to Contact Us” section below.
Sales of information. Under California law, we are required to inform California and Nevada residents if we “sell” Personally Identifiable Information. Sell means to share Personally Identifiable Information with a third party for monetary or other valuable consideration. Quil does not sell Personally Identifiable Information.
6. Data Transfers
7. Individuals Located in European Economic Area
If you are located in the European Economic Area (“EEA”), we process your Personally Identifiable Information for the purposes listed under Section 3 above based on the following legal grounds:
- We need your Personally Identifiable Information to provide you with products and services requested by you or respond to your support requests.
- We have a legal obligation to use or disclose your Personally Identifiable Information, for example, if we respond to a legal process or an enforceable governmental request.
- We have a legitimate interest in using your Personally Identifiable Information for things like:
- Providing, maintaining, and improving our products and services to meet the needs of our users.
- Developing new service and product features that are useful for our users.
- Understanding how people use our products and services to ensure and improve the performance of our products and services.
- Customizing our products and services to provide you with a better user experience.
- Delivering marketing information to inform existing customers about our products and services.
- Detecting, preventing, and addressing fraud and abuse of our products and services.
- Protecting against harm to the rights, property, or safety of Quil or our users as required or permitted by law.
- Performing research that improves our services for our users.
You have the right to request access and receive details about the Personally Identifiable Information we maintain about you, and correct inaccuracies in your Personally Identifiable Information, to restrict or object to the processing of your Personally Identifiable Information, to have the information blocked or deleted, as appropriate, or to exercise your right to data portability to easily transfer your Personally Identifiable Information to another company. Those rights may be limited in some circumstances by local law requirements. In addition to the rights mentioned above, you also have the right to register a formal complaint with a Data Protection Authority subject to applicable law.
8. Children’s Privacy
9. How We Protect Personally Identifiable Information
We have implemented technical, administrative, and physical security measures based on generally accepted industry standards that are designed to protect Personally Identifiable Information from unauthorized access, disclosure, use, and modiﬁcation. We regularly review our security practices to consider appropriate new technology and methods. We enter into agreements with our third-party Service Providers that require them to adhere to privacy and security standards that are no less stringent than our own for the services we delegate to them.
Retention of Personally Identifiable Information
We also take measures to delete Personally Identifiable Information or keep it in a deidentified form when this information is no longer necessary for the purposes for which we processed it. The same measures apply when you request the deletion of Personally Identifiable Information, unless we are required by law to keep that information for an extended period. We complete periodic reviews of our databases and have established time limits for specific data deletion, taking into account the type of services provided in the context of the products and services, the length of our relationship with you, mandatory retention periods, and the statute of limitations.
Ways in Which You Can Further Protect Your Data
- Never share your username and password information with anyone.
- Do not reuse passwords between your Quil Assure account and other accounts you own.
- Immediately change your password if you believe any unauthorized access to your Quil Assure account has occurred.
- On shared or public devices, be sure to log out of your Quil Assure account when you’ve completed the actions for which you logged in.
- Install appropriate security products, such as firewalls, anti-virus and anti-spyware software, and wireless network security products on the computers and mobile from which you access your Quil Assure account.
- Make sure that you read and understand the privacy policies of any third-party integrations you use, such as Amazon Alexa/Echo, Apple Healthkit, or Google Fit.
- If you choose to opt-in to using communication convenience features that may email and/or SMS communications, be sure to protect your email account and phone with robust passwords and multi-factor authentication.
10. Third-Party Services
Quil Assure Services may contain features or links to websites, services and integrations provided by third parties. Any information you provide to third-party sites, services or integrations may be delivered directly to the providers of such services and is subject to those providers’ policies, if any, governing privacy and security, even if accessed through Quil Assure Services. We are not responsible for third-party sites, integrations, or services to which links or access are provided through Quil Assure Services.
11. Updates to this Policy
12. How to Contact Us