Tablet Lease Terms and Conditions

 

These General Terms and Conditions (“Terms and Conditions”) stated below, together and incorporated within this Lease Agreement constitute a binding agreement between Constant Companion LLC (“Lessor”) and the individual(s) or entities electronically undersigned below (“Lessee”). Each hereinafter (individually a “Party,” collectively the “Parties”). Please read these Terms and Conditions carefully as they constitute a binding Lease Agreement between the Parties for the leasing of the Q Tablet for Telehealth Services containing pre-installed third party mobile telehealth applications hereinafter (the “Equipment”)

By clicking “accept” below at end of this Lease Agreement you are indicating that you agree that you have read, understand, and will be bound by these Terms and Conditions. This is a legally binding Lease Agreement. If you do not agree with or cannot accept the Terms and Conditions you should not click through and accept the Terms and Conditions. Your acceptance and use of Lessor’s Equipment is governed by this Lease Agreement. Further, this Agreement includes important information regarding the automatic renewal program and cancellation policies thereof.

  1. TERM. Except as otherwise terminated at an earlier date in accordance with the Terms and Conditions contained in this Lease Agreement, the Lease Agreement shall commence upon the delivery to the Lessee of the Equipment and shall continue in full force and effect until the Equipment is returned in accordance with Section 4 below. The Lease Agreement shall be automatically renewed for subsequent periods of thirty (30) days from the date of shipment until such time the Equipment is returned to Lessor in accordance with Section 4 below (the “Term”).

 

  1. RENTAL PAYMENT. Lessee agrees to make the Rental Payment for the Equipment to Lessor in the amount of twenty-five dollars ($25.00) per month (“Rental Fee”) for the entirety of the Term. LESSEE agrees to pay the Rental Fee using the payment method supplied during this online check-out process (“Due Date”). Each payment received will be applied first to the oldest charge due under the Lease and then any current payments. If Lessee fails to pay any amounts on the Due Date as required under this Lease, Lessee shall pay Lessor, in addition to such amounts, interest at the lesser of an annual rate of 18% or the highest rate allowed by law governing this Lease on any unpaid and delinquent balance.

 

  1. SECURITY DEPOSIT. The security deposit is in addition to the Rental Payment. Only after all Equipment has been returned to the Lessor and found to be in good condition and repair shall the security deposit be reimbursed to the Lessee. Lessee shall pay the full retail value of any Equipment that is not returned or is returned damaged.

 

  1. RETURN AND RENEWAL. Five (5) days prior to the expiration of the Term, Lessee shall give Lessor written notice of Lessee’s request to either extend the Lease or to return the Equipment to Lessor. Submit to support@constantcompanion.com. Provided Lessee has given such timely notice of return, Lessee shall return the Equipment, freight and insurance prepaid, to Lessor in the condition required by this Lease, and in a manner and to a location designated by Lessor. Nothing contained herein is intended to relieve Lessee of its obligation to return the Equipment or restrict Lessor’s right to recover the same in the event of termination of the Lease. At the time of return, the Equipment will be (i) free and clear of all Liens (other than Lessor Liens) and rights of third parties under sublease or similar agreements or arrangements; and (ii) in as good operating condition as when delivered to Lessee hereunder, ordinary wear and tear excepted.

 

  1. DELIVERY OF EQUIPMENT AND RISK OF LOSS. Lessee shall bear risk of loss, theft, destruction, or damage of the Equipment from any and every cause whatsoever, regardless of whether or not insured. No loss of or damage to Equipment or any part thereof shall impair any obligation of Lessee under this Lease, which shall continue in full force and effect. In the event of damage of any kind whatsoever to any item of Equipment (unless the same is damaged beyond repair), Lessee, at the option of Lessor, shall, at Lessee’s expense, (i) place the same in good repair, condition and working order, or (ii) replace the same with like equipment of the same make and of the same or a later model, and in good repair, condition and working order. If Equipment, or any item thereof, is determined by Lessor to be lost, stolen, destroyed or damaged beyond repair, Lessee shall immediately pay Lessor therefor in cash an amount equal to the present value of the unpaid balances of rent for the unexpired term of the Lease, plus the present value of the Lessor’s anticipated residual recovery from the Equipment at the scheduled expiration of the Lease discounted to the date of payment, less the net amount of the recovery, if any, actually received by Lessor from insurance or otherwise for such loss or damage.

 

  1. TITLE AND OWNERSHIP. Lessor shall at all times retain ownership and title to the Equipment, including any and all intellectual property developed by Lessor or its affiliates installed on or used in connection with the Equipment. The leasing of the Equipment to Lessee does in no way transfer ownership rights in the Equipment to Lessee.

 

  1. LIMITED REPRESENATIONS AND WARRANTIES. The Equipment is being delivered to Lessee in good working order. The Parties understand and agree that the Equipment may be used to monitor and/or transmit personal and health information protected by laws and regulations of various jurisdictions. Except as permitted or required by this Agreement or any other governing agreement between the Parties, or as required by law, Lessor hereby agrees not to use, sell, de-identify, store, or further disclose any protected personal or health information disclosed or otherwise made available to Lessor by Lessee as a result of Lessee’s use of the Equipment. Lessor will comply with HIPPA Privacy Regulations as set forth in 45 CFR 160.103 as a Business Associate where the Parties have previously executed a Business Associate Agreement. Lessor shall comply with 45 CFR § 160, 164 subparts A, C, D, and E (“HIPAA Rules”). The Equipment shall utilize appropriate safeguards and comply, where applicable, with the HIPAA Rules with respect to the transfer and storage of electronic personal health information. The Parties further understand and agree that the Equipment utilizes applications or functionalities developed by third-parties (“Third Party Applications”) that may allow for the routing, transmission, storage, de-identification, sale, and/or online access to certain protected health information. Lessor expressly disclaims any control or ownership of the Third Party Applications, and Lessee agrees that Lessor is neither responsible nor liable for any Third Party Applications’ collection, use or storage of personal health information provided via the Equipment. Lessee’s use of Third Party Applications on the Equipment may be governed by additional terms and conditions that are not set forth in this Agreement. Lessor encourages Lessee to seek out these additional terms and conditions directly from the owners of the Third Party Applications.  Nothing in this Agreement shall be deemed to be a representation or warranty by Lessor as to any Third Party Applications. Lessee hereby acknowledges and agrees that its use of Third Party Applications is at its own risk and is subject to the terms and conditions of use applicable to such Third Party Applications.

 

  1. RELATIONSHIP OF PARTIES. This Lease Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between Lessee and Lessor, or between Lessor and Lessee’s end users.

 

  1. NO SUBLETTING OR TRANSFER. Lessee may not sublease, assign, or transfer the Equipment or any interest therein to any third party without the prior written consent of Lessor.

 

  1. LIMITATION OF LIABILITY. LESSEE SHALL IN NO EVENT BE LIABLE FOR LOSS OR DAMAGES, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL OR FOR LOSS OF GOODWILL, LOSS OF DATA, OR LOSS AS A CONSEQUENCE OF ANY OTHER BUSINESS INTERRUPTION (COLLECTIVELY REFERRED TO AS THE “LOSSES”) UNDER ANY THEORY OF NEGLIGENCE, STRICT LIABILITY, OR BREACH OF ANY LOCAL, STATE, FEDERAL OR INTERNATIONAL DATA PROTECTION, DATA USE, OR DATA SECURITY LAWS OR REGULATIONS IN CONNECTION WITH OR SUFFERED AS A RESULT OF, DUE TO OR IN CONNECTION WITH, THE LEASE AGREEMENT OR THE USE OF SERVICES RELATED THERETO, NOTWITHSTANDING THAT LEESEE IS NOTIFIED OF THE POSSIBILITY OF SUCH LOSSES AND NOTWITHSTANDING WHETHER THE DAMAGE IS CAUSED IN CONTRACT OR TORT. TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, LESSEE DISCLAIMS ANY PRODUCT LIABILITY IN RELATION TO LOSS OR DAMAGE TO PROPERTY WHICH IN VIEW OF ITS NATURE, IS INTENDED SOLEY FOR LESSOR’S PROVISIONING AND USE OF THE THIRD PARTY APPLICATIONS IN ORDER TO ENABLE LESSOR’S CONSUMERS THE ABILITY TO CONNECT TO TELEHEATH SERVICES OFFERED THROUGH THE THIRD PARTY APPLICATIONS INSTALLED ON THE EQUIPMENT. LESSOR’S TOTAL CUMMULATIVE LIABILITY FOR LOSS OR DAMAGES SUFFERED OR CAUSED DUE TO OR IN CONNECTION THIS LEASE AGREEMENT OR THE USE OR PEFORMANCE OF THE EQUIPMENT SHALL NOT EXCEED THE TOTAL SUM OF THE RENTAL PAYMENTS MADE BY LESSOR DURING THE TERM OF THE LEASE AGREEMENT.

 

  1. LIABILITY EXCLUSION. Any limitation of liability set out in this Lease Agreement shall have effect to the maximum extent allowed by law. In some states and jurisdictions mandatory statutory provisions do not allow such exclusion or limitation of liability, which may entail that the limitations stated herein do not apply to the Lessor, neither in whole or in part.

 

  1. INDEMNIFICATION. Lessee shall indemnify, protect and save and keep harmless the Lessor, its agents, servants, successors and assigns from and against all losses, damages, injuries, claims, demands and expenses, including legal expenses, of whatsoever nature, arising out of the use, condition (including but not limited to, latent and other defects whether or not discoverable by it), or operation of any item of Equipment, regardless of where, how and by whom operated (including by reason of strict liability or infringement claims); or, in the event of material breach hereunder, arising out of or resulting from the condition of any item of Equipment sold or disposed of after use by the Lessee. Lessee shall be liable for the expenses of the defense and the settlement of any suit or suits or other legal proceedings brought to enforce all such losses, damages, injuries, claims, demands for shall continue in full force and effect notwithstanding the termination of this Lease, whether by expiration of time, by operation of law, or otherwise. Lessee is an independent contractor, and nothing contained in this Lease shall authorize the Lessee or any other person to operate any item of Equipment so as to incur or impose any liability or obligation for or on behalf of the Lessor.

 

  1. DEFAULT; REMEDIES. If (a) Lessee shall default in the payment of any rent or in making any other payment hereunder on the Due Date, or (b) Lessee shall default in the payment when due of any indebtedness of Lessee to Lessor arising independently of this lease, or (c) Lessee shall default in the performance of any other covenant herein and such default shall continue for five (5) days after written notice hereof to Lessee by Lessor, or (d) Lessee becomes insolvent or makes an assignment for the benefit of creditors, or (e) Lessee applies for or consents to the appointment of a receiver, trustee, or liquidator of Lessee or of all or a substantial part of the assets of Lessee under the Bankruptcy Act, or any amendment thereto (including, without limitation, a petition for reorganization, arrangement, or extension) or under any other insolvency law or law providing for the relief of debtors, then, if and to the extent permitted by applicable law. Lessor shall have the right to under any other insolvency law or law providing for the relief of debtors, then, if and to the extent permitted by applicable law. Lessor shall have the right to exercise any one or more of the following remedies: (a) To declare the entire amount of rent hereunder immediately due and payable as to any or all items of the equipment, without notice or demand to Lessee; (b) To sue for and recover all rents, and other payments, then accrued or thereafter accruing, with respect to any or all items of the equipment; (c) To take possession of any or all items of the equipment without demand, notice, or legal process, wherever they may be located. Lessee hereby waives any and all damages occasioned by such taking of possession. Any taking of possession shall not constitute a termination of this lease as to any or all items of equipment unless Lessor expressly so notifies Lessee in writing; (d) To terminate this lease as to any or all items of equipment; and (e) To pursue any other remedy at law or in equality. Notwithstanding any said repossession, or any other action which Lessor may take, Lessee shall be and remain liable for the full performance of all obligations on the part of Lessee to be performed under this Lease. All such remedies are cumulative and may be exercised concurrently or separately.

 

  1. GOVERNING LAW AND DISPUTE RESOLUTION. In any litigation between the Parties, Lessor and Lessee agree that the non-prevailing party in any litigation, shall pay the prevailing Party’s legal fees and related costs. This Lease Agreement shall be governed by, and interpreted and construed in accordance with, the laws of the State of Florida and the County of Sarasota, United States, without regard to conflicts of law principles that would require the application of any other law. The parties agree that the courts of the State of Florida and in the County of Sarasota shall have exclusive jurisdiction and venue over the parties hereto regarding any dispute between them and Lessor and Lessee submit to the jurisdiction and venue of the courts of the State of Florida.

 

  1. NOTICE. Service of process or papers in any legal proceeding between the Parties made by First-Class Mail delivered by the U.S. Postal Service addressed to the Party’s corporate address or another address as provided by the Party.

 

  1. EXPORT REGULATIONS. Lessee shall not sell, transfer or otherwise dispose of any origin Equipment or related software, know-how, technical data, documentation or materials furnished pursuant to this Lease to any Party or in any manner which would constitute a violation of the export control regulations of the United States (now or hereafter in effect). Such export regulations prohibit, without limitation, exports, transshipments or re-exports of products to: (i) such countries or regions that are subject to U.S. sanctions programs. or (ii) to entities or individuals that appear on the U.S. government’s (1) Specially Designated Nationals List; (2) Denied Persons List; (3) Unverified List; (4) Debarred List or (5) Entity List.

 

  1. WAIVER. No failure by Lessor to take any action or assert any right hereunder shall be deemed to be a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right.

 

  1. SEVERABILITY. In the event that any of the terms of this Lease Agreement are in conflict with any rule of law or statutory provision or are otherwise unenforceable under the laws or regulations of any government or subdivision thereof which has jurisdiction over the interpretation and enforcement of this Lease Agreement, such terms shall be deemed stricken from this Lease Agreement, but such invalidity or unenforceability shall not invalidate any of the other terms of this Lease Agreement and this Lease shall continue in force, unless the invalidity or unenforceability of any such provisions hereof does substantial violence to, or where the invalid or unenforceable provisions comprise an integral part of, or are otherwise inseparable from, the remainder of this Lease Agreement.

 

  1. FORCE MAJEURE. Notwithstanding any provision contained herein to the contrary, neither Party shall be deemed to be in default hereunder for failing to perform obligations arising pursuant to this Lease Agreement if such failure is the result of any acts of state or governmental action, riots, disturbances, war (whether by formal declaration or informal action), strikes, lockouts, terrorism, slowdowns, prolonged shortage of energy supplies, epidemics, fire, flood, hurricane, typhoon, earthquake, lightning and explosion (an “event of Force Majeure”).

 

  1. ELECTRONIC SIGNATURES. The Parties agree that the electronic signature of a Party to this Lease Agreement shall be as valid as an original signature of such party and shall be effective to bind such party to this Lease Agreement. The parties agree that any electronically signed document (including this Lease Agreement) shall be deemed (i) to be “written” or “in writing,” (ii) to have been signed and (iii) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files. Such paper copies or “printouts,” if introduced as evidence in any judicial, mediation or administrative proceeding, will be admissible as between the parties to the same extent and under the same conditions as other original business records created and maintained in documentary form. Neither party shall contest the admissibility of true and accurate copies of electronically signed documents on the basis of the best evidence rule or as not satisfying the business records exception to the hearsay rule. For purposes hereof, “electronic signature” means a manually-signed original signature that is then transmitted by electronic means; “transmitted by electronic means” means sent in the form of a facsimile or sent via the internet as a “pdf” (portable document format) or other replicating image attached to an e-mail message; and, “electronically signed document” means a document transmitted by electronic means and containing, or to which there is affixed, an electronic signature.

 

  1. ENTIRE AGREEMENT. The Terms and the Lease Agreement and other schedules attached hereto, represent the entire agreement between the Parties on the subject matter hereof and supersedes all prior discussions, agreements, and understandings of every kind and nature between them. There are no conditions to this Lease not expressed herein. No modification of this Lease will be effective unless it is (i) in writing; (ii) specifically refers to this Lease; and (iii) signed by both Parties.

 

  1. CONTACT US. If you have any questions regarding the meaning or application of this Agreement, please direct such questions to support@constantcompanion.com.  Please note that e-mail communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your e-mail correspondence with us.

____DIGITAL SIGNATURE OF LESSEE

(AGREE) BY CLICKING “AGREE” AND PROCEEDING WITH THE LEASEING OF THE EQUIPMENT, YOU AFFIRM THAT YOU HAVE READ AND UNDERSTAND THE ABOVE AGREEMENT AND THAT YOU AGREE TO BE BOUND BY THIS AGREEMENT’S TERMS AND CONDITIONS.