PLEASE REVIEW THIS END USER LICENSE AGREEMENT (THIS “AGREEMENT”) CAREFULLY AS IT CONSTITUTES A LEGAL AGREEMENT BETWEEN YOU (“YOU”) AND SHOCK TRAUMA AIR RESCUE SERVICE (“STARS”). BY PURCHASING, DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING STARS’ PROPRIETARY APP KNOWN AS SOLUSTM (THE “SOLUS APP”), AN APPLICATION FOR MOBILE CELLULAR TELEPHONE DEVICES RUNNING A LEGAL VERSION OF THE “iOS”, “ANDROID” OR SUCH OTHER OPERATING SYSTEM AS STARS MAY DESIGNATE FROM TIME TO TIME (“DEVICES”), YOU HEREBY AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY SUCH TERM OR CONDITION, YOU MAY NOT PURCHASE, DOWNLOAD, INSTALL, COPY OR OTHERWISE USE THE SOLUS APP.
CERTAIN DEFINED TERMS
1.1 Definitions. As used herein, the following terms shall have the meaning set out below:
“Escalation Contacts” means those individuals designated by You from time to time in order of Your preference in accordance with the SOLUS App as Your “Escalation Contacts”; and
“Neighbour(s)” means a third party who has: (i) voluntarily registered with STARS as a “Neighbour” and (ii) agreed to be called upon by STARS to assist You in the event of an emergency.
USING THE SERVICES
2.1 The SOLUS App. Subject to the conditions and limitations outlined in this Agreement, the SOLUS App allows You to subscribe for STARS’ monitoring services for the purposes of enabling you to seek assistance in the event of an emergency from potentially: (a) Your Escalation Contacts; (b) a Neighbour; (c) 911 or the equivalent emergency services in Canada and the United States from local emergency responders (“Responders”); all if STARS, in its sole discretion and notwithstanding any other provision in this Agreement, believes that such services are necessary or otherwise required in the given circumstances (collectively, the “Services”). In the event that You seek assistance through the SOLUS App, STARS shall initially attempt to contact You. STARS will then attempt to contact each of Your Escalation Contacts (in the order that You have provided to STARS) twice, and request the first available Escalation Contact to assist You. In the event that none of Your Escalation Contacts are available or willing to assist as requested, or, if in the sole opinion of STARS, the circumstances warrant it, STARS shall contact an applicable police agency (or, at STARS’ sole discretion, another Responder) and request that it provides You with assistance. STARS may, upon Your request for assistance, engage a Responder to assist You at any time if STARS is of the view that the circumstances warrant same. For the avoidance of doubt, You will require cellular coverage to access and use the Services.
2.2 Neighbors. In the event that You seek medical assistance and none of Your Escalation Contacts are available or willing to assist (as described in Section 2.1), STARS may, at its sole discretion, attempt to contact a Neighbour who STARS’ believes is sufficiently close in geographic proximity to You and request such individual to assist You. Please note: there is no guarantee that STARS will be able to reach a Neighbor to assist You or that any such individual will be willing or available to assist You.
2.3 Account. In order to access and use the Services, You will need to sign up for, open and maintain an account (an “Account”). During the registration process STARS may collect Your name, address, email address, phone number, credit card information, medical training, personal health information (e.g. allergies, medical conditions, etc.), username, and password. Your information may be used by STARS:
to verify Your eligibility to create and to maintain Your Account;
to ensure that Your Account, including Your username, is unique;
to enable STARS to provide You with the Services;
to enable STARS to provide certain security and privacy safeguards;
to deal with security, debugging and technical support issues;
for billing and payment-related issues;
to protect ourselves and others from abuse; and
to comply with law.
You will also need to provide STARS with the names and telephone numbers of Your Escalation Contacts. Their foregoing personal information shall be referred to herein as “Contact Information”.
You agree at all times to: (i) provide accurate, current and complete information about Yourself as prompted by our registration form or otherwise; and (ii) maintain and update Your information (including Your e-mail address and the Contact Information) to keep it accurate, current and complete. You acknowledge that, if any information provided by You is untrue, inaccurate, not current or incomplete, we may suspend or terminate Your Account and Your ability to use the SOLUS App and, in our sole discretion, to report You to the appropriate authorities. You represent and warrant that You have been provided with consent from each Escalation Contact to disclose their personal information to STARS and to permit STARS to use such information in connection with the Services.
STARS hereby disclaims any and all responsibility or liability for any unauthorized use of Your Account.
YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME AND PASSWORD AND FOR ANY AND ALL ACTIVITIES THAT ARE CONDUCTED THROUGH YOUR ACCOUNT.
LICENSE GRANT AND USE RESTRICTIONS
3.2 Restrictions on Use. You shall not: (a) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the SOLUS App; (b) make any modification, adaptation, improvement, enhancement, translation or derivative work from the SOLUS App; (c) violate any applicable laws, rules or regulations in connection with Your access or use of the SOLUS App; (d) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of STARS or its affiliates, partners, or suppliers; (e) use the SOLUS App in a manner that derives revenue directly from the SOLUS App, or use the SOLUS App for any other purpose for which it is not designed or intended; (f) distribute the SOLUS App to multiple Devices; (g) make the SOLUS App available over a network or other environment permitting access or use by multiple Devices or users at the same time; (h) use the SOLUS App for creating a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for any services, product or software offered by STARS; (i) use any proprietary information, interfaces or other intellectual property of STARS, or its affiliates, partners, or suppliers in the design, development, manufacture, licensing or distribution of any applications, accessories or devices for use with the SOLUS App; (j) circumvent, disable or tamper with any security-related components or other protective measures applicable to the SOLUS App or Your Device; or (k) reproduce, archive, retransmit, distribute, disseminate, sell, lease, rent, exchange, modify, broadcast, synchronize, publicly perform, publish, publicly display, make available to third parties, transfer or circulate the SOLUS App.
4.1 Fees. Subject to the terms and conditions of this Agreement, the SOLUS App is being offered to you free of charge. In order to access and use the Services, however, You have to subscribe for same. Should You do so, You must agree to pay: (i) the then-current fees for the Services (as shown at [www.stars.ca] (the “Website”)); (ii) any third party fees and charges that STARS may incur on Your behalf in connection with the Services (including, for example, 911 charges, etc.); as well as (iii) any applicable taxes (collectively, the “Fees”). You agree that payment of the Fees can be processed by (or on behalf of) STARS using the credit card that You have provided to STARS.
4.2 Auto-renewal. In the event that You subscribe the Services for a period of time, Your subscription for the Services will automatically renew on a monthly basis upon the expiry of said period.
4.3 Changes to the Fees. Any changes to the Fees for the Services will be posted on the SOLUS™ Website at least thirty (30) days in advance. After this notice period, Your continued use of the Services (following the term of Your then-current subscription) shall be deemed to be Your acceptance of any such changes to the Fees.
4.4 Ancillary fees. Your cellular phone provider’s voice, data and messaging rates may apply when You use this SOLUS App, including domestic and international roaming charges, if applicable, and You agree that You are solely responsible for any cellular usage charges You incur by using the SOLUS App.
4.5. Non-refundable. Please note that any Fees that are paid to STARS are non-refundable.
INTELLECTUAL PROPERTY RIGHTS
5.1 Rights to SOLUS App. You acknowledge and agree that the SOLUS App, any copies thereof (including without limitation any copy that You download, install, or use on Your Device), and all copyrights, patents, trademarks, trade secrets and other intellectual property rights associated therewith are, and shall remain, the property of STARS, its affiliates, licensors, or suppliers. Furthermore, You acknowledge and agree that the source and object code of the SOLUS App and the format, directories, queries, algorithms, structure and organization of the SOLUS App are the intellectual property and proprietary and confidential information of STARS, its affiliates, licensors, or suppliers. Title to the SOLUS App shall remain with STARS. STARS and its partners, licensors, and suppliers reserve the right to change, suspend, terminate, remove, impose limits on the use of or access to, disable access to, or require the return of the SOLUS App (or any copy thereof) at any time without notice and will have no liability to You or any third party for doing so. Except as expressly stated in this Agreement, You are not granted any intellectual property rights in or to the STARS App by implication, estoppel or other legal theory, and all rights in and to the SOLUS App not expressly granted in this Agreement are hereby reserved and retained by STARS.
6.1 Deciding to become a Neighbour. Upon registering Your Account (and at any time during the term of this Agreement), You will have the option to become a “Neighbour” (i.e. for the purposes of assisting a third party). Please note that You have absolutely no obligations to do so. In the event that You choose to become a “Neighbour”, You hereby agree that STARS may contact You in order to attend to a third party (namely another user of the SOLUS App, or through other services provided by STARS) in the event that STARS determines that such an individual may require Your assistance. SHOULD YOU DECIDE TO RESPOND TO STARS REQUEST FOR ASSISTANCE YOU AGREE TO TAKE ALL REASONABLE PRECAUTIONS TO NOT ENDANGER YOURSELF, OTHERS OR ANY PROPERTY WHATSOEVER. YOU ALSO RELEASE, FOREVER DISCHARGE AND INDEMNIFY STARS AND ITS AFFILIATES, PARTNERS, SUPPLIERS AND ITS AND THEIR EMPLOYEES AND REPRESENTATIVES (the “STARS PARTIES”) FROM AND IN RESPECT OF ANY AND ALL ACTIONS, CAUSES OF ACTION, DEBTS, DAMAGES, COSTS, CLAIMS AND DEMANDS (INCLUDING FEES FOR ATTORNEYS AND OTHER ADVISORS ON A FULL INDEMNITY BASIS) WHATSOEVER, WHETHER AT LAW, IN EQUITY OR UNDER STATUTE WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, WHICH YOU, OR ANYONE CLAIMING THROUGH YOU, HAVE HAD, NOW HAVE, CAN, SHALL OR MAY HEREAFTER HAVE ARISING OUT OF, CONNECTED WITH, OR IN RELATION TO YOUR DECISION TO ACT AND YOUR ACTS OR OMISSIONS AS A NEIGHBOUR.
6.2 ACTS OR OMISSIONS OF ESCALATION CONTACTS, NEIGHBOURS OR EMS RESPONDERS. Upon registering Your Account (and at any time during the term of this Agreement), In the event that You seek assistance through the SOLUS App, You hereby agree that STARS may contact Your Escalation Contacts, a Neighbour, or an EMS Responder in connection with Your use of the SOLUS App in order for them to attend to You. In so doing, You acknowledge that STARS may provide such persons with Your personal information (including Your name, Your contact information, Your then-current whereabouts, and a description of the issue) in response to Your request. YOU ACKNOWLEDGE AND AGREE THAT AN ESCALATION CONTACT OR A NEIGHBOUR MAY NOT HAVE ANY MEDICAL OR OTHER APPLICABLE TRAINING. STARS DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF ANY ESCALATION CONTACT OR NEIGHBOUR. UNDER NO CIRCUMSTANCES SHALL STARS BE RESPONSIBLE FOR ANY ACTS OR OMISSIONS OF ANY ESCALATION CONTACT, NEIGHBOUR OR EMS RESPONDER. ACCORDINGLY, YOU RELEASE AND FOREVER DISCHARGE AND INDEMNIFY THE STARS PARTIES FROM AND IN RESPECT OF ANY AND ALL ACTIONS, CAUSES OF ACTION, DEBTS, DAMAGES, COSTS, CLAIMS AND DEMANDS (INCLUDING FEES FOR ATTORNEYS AND OTHER ADVISORS ON A FULL INDEMNITY BASIS) WHATSOEVER, WHETHER AT LAW, IN EQUITY OR UNDER STATUTE WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, WHICH YOU, OR ANYONE CLAIMING THROUGH YOU, HAVE HAD, NOW HAVE, CAN, SHALL OR MAY HEREAFTER HAVE ARISING OUT OF, CONNECTED WITH, OR IN RELATION TO ANY ACTS OR OMISSIONS OF ANY ESCALATION CONTACT, NEIGHBOUR OR EMS RESPONDER.
TERM AND TERMINATION.
7.1 This Agreement shall be effective from the time You download, install, copy or otherwise use the SOLUS App until terminated. STARS may, in its sole and absolute discretion, at any time and for any or no reason, suspend or terminate this Agreement, including the Services, upon two (2) days’ notice. You may terminate this Agreement, including the Services, upon five (5) days’ notice. Finally, STARS may immediately terminate this Agreement, including the Services, upon notice if You fail to comply with any terms and conditions of this Agreement.
7.2 Upon the termination of this Agreement, You shall cease all use of the SOLUS App and uninstall the SOLUS App. STARS may, without notice to You, disable the SOLUS App.
7.3 STARS will not be liable to You or any third party for compensation, indemnity, or damages of any sort as a result of suspending or terminating this Agreement in accordance with its terms. Any suspension or termination of this Agreement will be without prejudice to any other right or remedy STARS may have, now or in the future.
DISCLAIMER OF WARRANTIES. YOU ACKNOWLEDGE AND AGREE THAT THE SOLUS APP, INCLUDING ALL CONTENT CONTAINED THEREIN, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND THAT YOUR USE OF OR RELIANCE UPON THE SOLUS APP AND THE SERVICES IS AT YOUR SOLE RISK AND DISCRETION. STARS, ITS AFFILIATES, LICENSORS, AND SUPPLIERS HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND GUARANTIES REGARDING THE SOLUS APP AND THE SERVICES, WHETHER ORAL, EXPRESS, IMPLIED OR STATUTORY, AND WHETHER ARISING BY LAW, STATUTE, USAGE OF TRADE, CUSTOM, COURSE OF DEALING OR PERFORMANCE OF THE PARTIES, OR THE NATURE OR CONTEXT OF THIS AGREEMENT, AND INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. FURTHERMORE, STARS, ITS AFFILIATES, LICENSORS, AND SUPPLIERS MAKE NO WARRANTY THAT: (I) THE SOLUS APP OR THE SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE SOLUS APP OR THE SERVICES WILL BE UNINTERRUPTED, ACCURATE, RELIABLE, TIMELY, SECURE, FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS OR ERROR-FREE; OR (III) ANY ERRORS IN THE SOLUS APP OR SERVICES WILL BE CORRECTED. YOU ACKNOWLEDGE THAT NEITHER STARS, NOR ITS AFFILIATES, LICENSORS, AND SUPPLIERS HAVE ANY OBLIGATION TO CORRECT ANY ERRORS OR OTHERWISE SUPPORT OR MAINTAIN THE SOLUS APP.
LIMITATION OF LIABILITY
9.1 UNDER NO CIRCUMSTANCES SHALL STARS BE LIABLE FOR ANY EVENT(S), CONDITION(S) OR CIRCUMSTANCE(S) THAT: (I) PREVENTS, DELAYS OR RESTRICTS, IN WHOLE OR IN SUBSTANTIAL PART, THE PERFORMANCE BY STARS OF SOME OR ALL OF ITS OBLIGATIONS HEREUNDER; AND (II) ARE BEYOND THE REASONABLE CONTROL OF STARS, INCLUDING, FOR EXAMPLE, ANY ACTS OR OMISSIONS OF A TELECOMMUNICATIONS CARRIER WHOSE FACILITIES ARE USED TO ESTABLISH THE NECESSARY CONNECTIONS FOR STARS TO PROVIDE THE SERVICES.
9.2 EXCEPT TO THE EXTENT PROHIBITED BY LAW, AND IN ADDITION TO THE RIGHTS OF STARS UNDER SECTIONS 6.1 AND 6.2, UNDER NO CIRCUMSTANCES SHALL THE STARS PARTIES, BE LIABLE FOR ACCIDENTS, PROPERTY DAMAGE, PERSONAL INJURY, DEATH, OR FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DISTRIBUTION OF, THE PERFORMANCE OR NON-PERFORMANCE, OR YOUR ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE SOLUS APP OR THE SERVICES, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, STARS’ AGGREGATE LIABILITY TO YOU (WHETHER UNDER CONTRACT, TORT, STATUTE OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT YOU PAID TO STARS FOR THE SERVICES, IF ANY. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
FURTHER INDEMNIFICATION. You shall indemnify, defend and hold harmless the STARS Parties from and against any claim, proceeding, loss, damage, fine, penalty, interest and expense (including fees for attorneys and other professional advisors on a full indemnity basis) arising out of or in connection with the following: (i) Your breach of this Agreement; (ii) Your violation of law; (iii) Your negligent acts or omissions or willful misconduct; or (iv) Your violation of the rights of a third party. You will promptly notify STARS in writing of any third-party claim arising out of or in connection with Your access to or use of the SOLUS App or the Services.
11.1 Governing Law; Venue;. This Agreement shall be deemed to have been made in the Province Alberta, and shall accordingly be governed by and construed in accordance with the laws in the Province of Alberta, excluding its conflicts of law principles. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The courts located in the Province of Alberta shall have the non-exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement, and You hereby consent to the non-exclusive jurisdiction of such courts.
11.2 Waiver of Jury Trial. YOU AND STARS HEREBY WAIVE ANY RIGHT TO JURY TRIAL IN CONNECTION WITH ANY ACTION OR LITIGATION IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT.
11.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable with respect to a party, the remainder of this Agreement, or the application of such provision to persons other than those to whom it is held invalid or unenforceable shall not be affected and each remaining provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
11.4 Waiver. Except as provided herein, the failure to exercise a right or require performance of an obligation under this Agreement shall not affect a party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute waiver of any subsequent breach.
11.5 Modification or Amendment. STARS may modify or amend the terms of this Agreement at any time, with or without notice to You, by posting a copy of the modified or amended Agreement available through the SOLUS App. You will be deemed to have agreed to any such modification or amendment by Your decision to continue using the SOLUS App following the date in which the modified or amended Agreement is made available through the SOLUS App.
11.6 Survival. The following sections will survive termination of this Agreement: Sections 5, 6, 7, 8, 9, 10 and 11.
11.7 No Preferential Access. The provision of the Services by STARS under this Agreement does not provide preferential access to other services of STARS including, but not limited to, STARS’ helicopter or air ambulance services. Such services may only be provided by STARS to You in accordance with STARS’ general policies and procedures applicable to all persons seeking to use same.
11.8 Third Party Beneficiaries. Except as explicitly provided in this Agreement, nothing contained in this Agreement is intended or shall be construed to confer upon any person (other than the parties hereto) any rights, benefits or remedies of any kind or character, or to create any obligations or liabilities of a party to any such person.
11.9 No Transfer by You. You may not rent, lease, lend, sublicense, assign or transfer the SOLUS App, this Agreement or any of the rights granted hereunder. Any attempted transfer in contravention of this provision shall be null and void and of no force or effect. These obligations survive termination of this Agreement. STARS may assign this Agreement without restriction.
11.10 Acknowledgement. You acknowledge that You have been given the opportunity to obtain independent legal advice and have either obtained such advice or waived the need for such advice. You hereby voluntarily accept the terms of this Agreement.
11.10 Entire Agreement. This Agreement including the documents incorporated herein by reference constitute the entire agreement with respect to the use of the SOLUS App licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter.
11.11 Contact Us. Our contact information is as follows:
Shock Trauma Air Rescue Service
1441 Aviation Park NE, Box 570