Trust Through Transparency

In order to register for VestaConnect, all users must read and agree to both our privacy policy and our terms and conditions, which can also be found below for reference.  If you have any questions about the privacy policy or terms and conditions, please do not hesitate to reach out to us.

VestaConnect

Terms and Conditions

BY ACCESSING OR USING THE VESTACONNECT SERVICE, YOU ARE ACCEPTING THE FOLLOWING USER AGREEMENT. IF YOU DO NOT AGREE TO THIS USER AGREEMENT, YOU ARE NOT AUTHORIZED TO USE THE VESTACONNECTSERVICE. 


This User Agreement (the “Agreement”) is between VestaTech, LLC, dba VestaConnect (“VestaConnect”), the primary user of the VestaConnect service (the “Primary User”) and users invited by the Primary User (“Invited User”, and, collectively with the Primary User, a “User”). 


BACKGROUND

VestaConnect has developed and makes available a service consisting of a hardware device (“Hardware”) and a platform delivered through the device or accessible via the internet, enabling Users to communicate directly via email, text messaging and video calls, track and schedule activities, events and appointments, and share and store personal information, including photographs and personal health information (the “Service”).


DEFINITIONS

“Confidential Information” means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. Confidential Information of User includes User Data; Confidential Information of VestaConnect includes the Service; and Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, “Confidential Information” will not include any information which (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

“Contact” means a person that User contacts through the Service about whom an User has given VestaConnect information or has otherwise interacted with the User via the Service. 

“Documentation” means the applicable printed and digital instructions, usage guides and policies, on-line help files, technical documentation and user manuals, as updated from time to time made available by VestaConnect for the applicable VestaConnect Service.

“Order” means an order form, quote that sets forth the specific Service being deployed and the term.

“User Data” means any electronic data input into the Service by a User, including personal or sensitive information.


TERMS AND CONDITIONS

  1. VestaConnect Service. VestaConnect will (i) deliver the Hardware and make the Service available to User pursuant to this Agreement and the applicable Order, and (ii) provide the Service in accordance with laws and government regulations generally applicable to VestaConnect’s provision of the Service. 
  2. Purchase.  User shall pay the total purchase price for the Service, plus shipping and handling (if any) as set forth on the Order.  User shall be responsible for all applicable taxes.  Except as otherwise specified herein or in any applicable Order, (a) fees are quoted and payable in United States dollars (b) payment obligations are non-cancelable and non-pro-ratable for partial months, and fees paid are non-refundable and (c) quantities purchased cannot be decreased during the relevant subscription term. Fees will be invoiced in advance and otherwise in accordance with the relevant Order.  Hardware is purchased for use by User and User may not resell, lease, loan the Hardware to another party without VestaConnect’s written consent.  Hardware will be delivered to User at the location listed in the Order. Title to Hardware shall pass to User at the later of (i) the time of delivery and (ii) payment in full has been made to VestaConnect. 
  3. User Responsibilities.  User is responsible for keeping account names and passwords confidential and for any for any activity occurring in such account (other than activity that VestaConnect is directly responsible for), whether or not User authorized that activity. User will immediately notify VestaConnect of any unauthorized access or use of User’s account. VestaConnect is not responsible for any losses due to stolen or hacked passwords. User represents and warrants that all information provided to VestaConnect when User uses the Service, is and will remain complete and accurate. VestaConnect may contact User based on the information provided in the User’s account.
  4. Acceptable Use.  User agrees not to use the Services to do any of the following:
  5. Input personal information about another individual without that individual’s consent.
  6. Transmit discriminatory, hateful, or harassing content that promotes or incites harm toward others.
  7. Engage in any activity that violates applicable federal or state laws.
  8. Take any action that infringes on the intellectual property rights of others.
  9. Record phone or video calls in violation of applicable law.
  10. Telemarket, autodial, or auto-text.
  11. Violate anti-spamming, data protection, or privacy laws and regulations. 
  12. Breachs of Accceptable Use. User agrees that if VestaConnect, in its sole discretion, believes User has breached this Section 4, without notice or any further obligation to you, it may temporarily suspend or permanently discontinue and refuse future, access to or use of the Services. 
  13. Data Security.  VestaConnect will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of User Data designed to (i) ensure the security and integrity of User Data; (ii) protect against threats or hazards to the security or integrity of User Data; and (iii) prevent unauthorized access to User Data. VestaConnect does not share User Data with third parties for marketing. User Data is shared with third party vendors for the sole purpose of delivering the Service.
  14. Messaging.  By accepting these terms User agrees to receive SMS messages from the Service.  SMS messages are sent to alert a User that another User is attempting to initiate a video call and messaging and data rates may apply. VestaConnect agrees to immediately honor any requests from a User to opt-out or stop further messaging and cease from sending any further messages to such User following receipt of any such opt-out or stop request.  Users should contact VestaConnect at support@vestaconnect.com if User no longer wishes to receive SMS messages or for any other inquiries.  User acknowledges and consents to User’s contact details being shared with VestaConnect and its messaging providers, including, but not limited to, the contents and metadata of each message. Such data will be shared with the messaging providers for the purpose of providing the Service only.
  15. Service Warranty.  VestaConnect warrants that (a) VestaConnect will, provide the SaaS in a professional and workmanlike manner and (b) the Service will conform in all material respects with the Documentation. For any material breach of a warranty above, User’s exclusive remedy shall be the re-performance of the deficient Service or, if VestaConnect cannot re-perform such deficient Service as warranted, User shall be entitled to terminate this Agreement and receive a refund of any prepaid unused fees.  VESTACONNECT DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. 
  16. Intellectual Property Rights.  As between the parties, VestaConnect exclusively owns all right, title and interest in and to the VestaConnect Service and VestaConnect’ Confidential Information and User exclusively owns all right, title and interest in and to the User Data and User’s Confidential Information.  VestaConnect may use and access User Data, including personally identifiable information and personal health information, for the purpose of delivering the service and assessing service performance.  User may provide VestaConnect suggestions or comments regarding the VestaConnect service, including suggesting enhancements or improvements, new features or functionality (“Feedback”). VestaConnect will have full discretion to determine whether to proceed with the development of any new features or functionality. VestaConnect will have the full, unencumbered right, without any obligation to compensate or reimburse User, to use, incorporate and otherwise fully exercise and exploit any such Feedback, in connection with its products and services.
  17. Access Rights and Restrictions.  VestaConnect hereby grants User a non-exclusive right to access and use the Service on behalf of its patients and their families.  The rights granted herein are subject to the following restrictions. User will not directly or indirectly: (a) reverse engineer, decompile, disassemble, modify, copy, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code of the Service or any part, feature, function or user interface thereof; (b) attempt to probe, scan or test the vulnerability of the Service, breach the security or authentication measures of the Service without proper authorization or willfully render any part of the Service unusable or interfere with or disrupt the integrity or performance of any Service or third-party data contained therein; (c) transfer, distribute, sell, resell, rent, lease, license, sublicense, or assign Service or otherwise offer the Service on a standalone basis or include any Service in a service bureau or outsourcing offering; (d) otherwise use the Service outside the scope expressly permitted hereunder and in the applicable Order; (e) use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (f) attempt to gain unauthorized access to any Service or its related systems or networks; or (g) permit direct or indirect access to or use of any Service in a way that circumvents a contractual usage limit.
  18. Confidentiality. Each party agrees to use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder and (ii) not use any Confidential Information of the disclosing party for any purpose outside the scope of this Agreement. Either party may disclose Confidential Information (a) to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations not materially less protective of the Confidential Information than those herein; and (b) as required by law, in which case the receiving party will provide the disclosing party with prior written notification thereof (to the extent legally permitted), will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law. Neither party will disclose the terms of this Agreement to any third party, except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers. In the event of actual or threatened breach of the provisions of this Section, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.
  19. Indemnification by VestaConnect. VestaConnect will defend User against any claim, demand, suit, or proceeding made or brought against User by a third party alleging that the Service infringes or misappropriates a patent, copyright or trade secret (“Claim”) and will indemnify User for any damages, attorney fees and costs finally awarded against User as a result of, or for amount paid by User under a settlement approved by VestaConnect in connection with any such Claim; provided that (a) User promptly notifies VestaConnect of such Claim, (b) VestaConnect has sole and exclusive control to defend and/or settle any such Claim (provided that VestaConnect may not settle any Claim without User’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases User of all related liability) and (c) User reasonably cooperates with VestaConnect in connection therewith, at VestaConnect’ expense. If the use of the Service by User has become, or in VestaConnect’ opinion is likely to become, the subject of any claim of infringement, VestaConnect may at its option and expense (i) procure for User the right to continue using and receiving the Service as set forth hereunder; (ii) replace or modify the Service to make it non-infringing (with comparable functionality); or (iii) if the options in clauses (i) or (ii) are not reasonably practicable, terminate this Agreement upon 30 days’ written notice and refund User any prepaid fees covering the remainder of the term of the terminated subscriptions. VestaConnect will have no liability or obligation with respect to any Claim if such Claim is caused in whole or in part by User Data or User Confidential Information. This Section states VestaConnect’s sole and exclusive liability and obligation, and User’s exclusive remedy, for any claim of any nature related to infringement or misappropriation of intellectual property.
  20. Limitation of Liability. EXCEPT FOR A VESTACONNECT’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12, IN NO EVENT SHALL VESTACONNECT’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY USER IN THE PRECEDING TWELVE MONTHS. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT WILL VESTACONNECT HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST SALES OR BUSINESS, LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE DAMAGES COVER, LOST CONTENT OR DATA, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
  21. Assignment; Delegation. Neither party hereto may assign or otherwise transfer this Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement. Any attempted assignment, delegation, or transfer by either party in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns.
  22. Amendment; Waiver. No amendment or modification to this Agreement, nor any waiver of any rights hereunder, will be effective unless assented to in writing by both parties. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
  23. Unenforceability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.
  24. Notices. Any notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail, return receipt requested, or by overnight delivery. 
  25. Entire Agreement. This Agreement comprises the entire agreement between User and VestaConnect with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written). No oral or written information or advice given by VestaConnect, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement. 
  26. Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota without regard to the conflicts of laws principles thereof. 


Learn More about VestaConnect

Our dedicated team is here to assist with any questions or concerns you may have regarding the VestaConnect platform. Please reach out to us anytime!