Terms and Conditions

Updated July 2022

TERMS AND CONDITIONS
That for the consideration and covenants set forth below, Health4Home, LLC, a Delaware limited liability company (with its affiliates, “HandsFree Health“, “us”, “we” or “our” as the context may require), and the user, customer, subscriber and/or any other person ordering or registering the System (collectively, “Subscriber”), and each party’s heirs, successors and assigns do mutually covenant and agree as follows:

1. Capitalized Terms; Interpretation. Capitalized terms not otherwise defined in these terms and conditions (this “Agreement”) shall be ascribed the meaning set forth in the HandsFree Health Terms of Use, as amended, revised or modified from time to time (the “Terms of Use”).  In the event the terms of this Agreement conflict with or are inconsistent with any of the terms in the Terms of Use, the terms of this Agreement shall govern.
   
2. Personal Emergency Response System. HandsFree Health agrees to furnish to Subscriber the Personal Emergency Response System, more commonly referred to as a Medical Alert System (the “System”), and to provide monitoring services on the terms and conditions described in this Agreement.  In order to access and use the System, Subscriber understands and acknowledges that it must purchase, register, install and activate in Subscriber’s primary place of residence (the “Home”) certain WellBe Enabled Products, including, without limitation, a WellBe speaker device, WellBe Emergency Alerts   (the “Smartwatch”), and/or WellBe Pendant (the “Pendant”).  The System consists of the following:
   
   • WellBe Enabled Products. The Smartwatch, Pendant and any other WellBe Enabled Product sold by HandsFree Health to Subscriber for use with the System.
   • Services. The Services provided by HandsFree Health hereunder consist solely of central station monitoring services and any other optional third party services provided by HandsFree Health or a designated third party provider on its behalf (HandsFree Health and such designated third party provider are hereinafter referred to individually and collectively as, the “Central Station”).  The System enables Subscriber to notify the Central Station from its Home or outside of its Home using the Wellbe Smartwatch or Pendant, if Subscriber needs help or assistance with a medical emergency by sending a signal to the Central Station.  Subscriber acknowledges and agrees that the Central Station does not make any interpretation, evaluation or medical judgments for treatment, does not provide clinical advice and that the System is not intended or designed as a substitute for professional and/or clinical medical care.  In the event a signal is received from the System, every reasonable effort will be made by the Central Station to promptly contact the emergency response authority(ies) (collectively, “First Responders”) and the person(s) designated on Subscriber’s personal emergency contact list (collectively, “Emergency Contacts”). To avoid false alarms, and solely to the extent such capability is made available, the Central Station may use the System’s two-way audio feature or first call Subscriber or a telephone number provided for the Home to determine if an actual emergency exists before the Central Station calls First Responders or Emergency Contacts, or dispatches emergency personnel in response to a signal that it receives from the System.  If Subscriber does not respond to the Central Station’s call, the Central Station will attempt to call First Responders and Emergency Contacts. If the Central Station has reason to believe that no actual emergency exists, it may choose not to place such call or notify First Responders and Emergency Contacts. Subscriber agrees that the Central Station is responsible only for endeavoring to notify by phone the appropriate First Responders or Emergency Contacts. Subscriber further understands and acknowledges that the Central Station will not send any Central Station personnel to your Home in response to receiving any signal or otherwise provide any medical assistance.
3. Term and Termination. The System shall be provided for an initial term selected by Subscriber and set forth in a purchase order, service order, billing form or any similar agreement entered into by the parties (a “Purchase Order”) in connection with its purchase and registration of the System (the “Initial Term”) and shall automatically renew thereafter for successive periods of the same length as the Initial Term (each, a “Renewal Term” and together with the Initial Term, the “Term”), unless earlier terminated by Subscriber or HandsFree Heath as provided herein.  Subscriber may elect not to renew this Agreement, effective as of the end of the then-current Term, by providing HandsFree Health prior written notice no later than thirty (30) days prior to the end of the then-current Term.  HandsFree Health shall have the right to suspend or terminate access to the System and/or this Agreement, effective immediately, for any reason and at any time upon providing written notice to Subscriber. 
4. Telephone Communication Acknowledgment. Subscriber expressly agrees and consents that HandsFree Health and its designees, including, without limitation, the Central Station, may use any telephone number that was provided to by Subscriber or on Subscriber’s behalf, regardless of whether it is a cell phone number and/or whether Subscriber may incur a charge from Subscriber’s phone service provider.  This telephone number may be used for any health care and account communications, including, without limitation, debt collections, which may include automated telephone dialing and/or pre-recorded calls.  Subscriber understands that Subscriber’s consent to this use of Subscriber’s telephone number is not required in order to receive the Services contemplated hereunder.  This telephone communication acknowledgement applies to all past, present and future Services provided by HandsFree Health, unless and until revoked by written notice of Subscriber.
5. Audio Listen In and Forcible Entry. The System includes a two-way transmitter that is meant to be heard, under optional conditions, in Subscriber’s Home.  Subscriber acknowledges and agrees that it is solely responsible for setting and maintaining proper volume settings and for testing the System to ensure that it is installed and activated for proper and optimal use based on the conditions specific and unique to Subscriber’s Home.  In the event that the two-way audio is not clear, or the Central Station does not hear any voice or audio response, Subscriber authorizes the Central Station, which, for the avoidance of doubt, includes HandsFree Health, to follow emergency response procedures.  Pursuant to these procedures, the Central Station will first notify 911, unless Subscriber has previously told us otherwise in writing, in which case the Central Station will contact individuals in Subscriber’s call list.  Subscriber authorizes us or our designee in our sole discretion to authorize forcible entry to gain access to Subscriber’s Home in the event the System emits a signal to the Central Station and Subscriber cannot either be heard through the Smartwatch, Pendant or any other WellBe Enabled Product or does not answer the telephone.  Subscriber does hereby fully release HandsFree Health and the Central Station from any and all liability whatsoever as a result of forcible entry as described herein.
6. Fees and Other Charges. Subscriber agrees to pay the subscription fee amount specified by HandsFree Health at the time it ordered the System, as set forth on the Purchase Order and subject to adjustment as set forth herein (the “Fee”).  The Fee shall be payable on a monthly, annual or biennial basis in accordance with the terms of the Purchase Order.  Subscriber hereby authorizes HandsFree Health (without notice to Subscriber) to charge and collect the Fee and any applicable taxes (e.g., sales, service, property, use and local taxes) using the payment method selected by Subscriber that we have on record.  The Fee is subject to change in our sole discretion effective as of the first day of any Renewal Term.  HandsFree Health may terminate this Agreement for non-payment of the Fee and recover all payments due to HandsFree Health. 
7. Medical or Related Expenses. In the event Subscriber utilizes the System by sending the Central Station a signal, Subscriber does hereby authorize the Central Station and HandsFree Health to seek to notify or obtain assistance.  Subscriber shall be obligated for and agrees to pay any costs and expenses incurred, including, without limitation, ambulance, physician or other medical assistance in obtaining that assistance, or whatever costs are incurred as a result of Subscriber’s use of the System.
8. Interruption and Suspension of Services. HandsFree Health may, without prior notice to Subscriber, suspend or terminate the Services and use and/or access to the System, in HandsFree Health’s sole discretion, for any of the following reasons: (a) in the event of strikes, civil unrest, rioting, natural disaster, pandemics, floods, fires, acts of God, mechanical or electrical equipment failures, or any other cause or event beyond the control of HandsFree Health that effects or renders monitoring services or first responder response impractical, (b) in the event of Subscriber’s default in performance of this Agreement, (c) in the event the Central Station or communication network is nonoperational, or (d) Subscriber’s System is sending excessive false alarms or runaway signals.  HandsFree Health assumes no liability for delays, interruptions, interference, suspension and termination to the Services or the System resulting from or related to Subscriber’s installation of the System or due to any of the foregoing causes or events described above, and will not be required to provide the Services or access to the System in the event thereof.
9. Restrictions. Subscriber shall not violate any parts of this Agreement and shall not misuse, damage, modify or tamper with the WellBe Enabled Products or the System.  Furthermore, Subscriber shall not cause an excessive number of false alarms and in the event Subscriber breaches this provision we may suspend all service and terminate this Agreement effective immediately upon written notice.
10. Self-Protection and Subscriber Duties.
    • Subscriber Duties. Subscriber acknowledges and agrees as follows:
      1. It is Subscriber’s sole responsibility to test the operation of the Smartwatch, Pendant and the System. Subscriber further acknowledges that the Smartwatch, Pendant and/or the System may be dependent upon the proper functioning of a battery.  If a battery needs service, Subscriber must notify us in writing.  In the event Subscriber moves the System from the location of the Home where it was originally installed, or if a utility company, internet provider or telephone company makes any repair or otherwise interrupts service, Subscriber shall immediately notify us in writing and retest the System without delay.  Subscriber agrees to test Subscriber’s System no less than monthly.  Subscriber accepts full responsibility for installing and maintaining the System in the Home.
      2. HandsFree Health relies on the information Subscriber provides about the location of its Home and Emergency Contacts. Subscriber shall be solely responsible for providing us with timely, accurate and complete location and contact information for its Home and Emergency Contacts and updating such information on an ongoing basis, including, but not limited to, a relocation of the System to any new location.
      3. If the System communicates with the Central Station over the Internet, Subscriber must test the System whenever changes are made to those services at its Home.
      4. To the extent the System has radio frequency capability, the System may use radio frequency waves to communicate between devices (for example, between the help button and the base station). Certain objects in the Home and radio frequency waves from other sources (for example, microwave ovens, television sets, radios, household appliances, cordless phones, cellular phones, lightning, static electricity or other electrical discharges) may cause interference resulting in malfunctions of the System.
      5. The System and the Services do not include, without limitation, security, intrusion or fire protection services. The System is not a medical device and our personnel are not qualified medical personnel.
      6. If the System needs to be plugged into an electrical outlet, you must use an outlet with standard 110 volt electrical power, which must always be on. The outlet must not be controlled by a switch, timer or any other method.
      7. Depending on which System you arranged for with HandsFree Health, the System and the Services may rely on the availability of your home telephone service provider, cellular network coverage, and the availability of global positioning system (“GPS”) or other location data to operate properly. These systems and services are provided by third parties and are not controlled by HandsFree Health. There is always a chance that the System may fail to operate properly. The 911 emergency services line is an alternative to the System and the Services.
      8. Subscriber may not alter, modify or attempt repairs on the WellBe Enabled Products or the System, except with written notice to and approval by HandsFree Health and pursuant to any other instructions provided by us. If Subscriber moves the System to a new Home or location, it shall immediately and accurately update the current location of the System on WellBe and WellBe Enabled Products in accordance with the instructions provided by us. In the event the contact information for Subscriber, First Responders or Emergency Contacts change. Subscriber shall be solely responsible for updating the applicable contact information on WellBe and WellBe Enabled Products in accordance with the instructions provided by us.
      9. The System may be, and the Smartwatch and Pendant are, battery powered and it is Subscriber’s responsibility to charge the System, Smartwatch and the Pendant. The System and the Smartwatch and Pendant, as applicable, will not work properly if the battery is not charged. HandsFree Health is not responsible for the System, Smartwatch or Pendant not responding due to a low battery, including during an electrical outage at the Home, or for lack of cellular/mobile connection.
      10. The System is not infallible and the transmission and receipt of communications from the System may experience interruptions, delays, interferences or otherwise become compromised.

• Self-Protection. Subscriber understands that the System is used to help Subscriber protect Subscriber’s person. It does not assure such protection. Subscriber is encouraged to and agrees whenever practical to use all other safety and medical devices and techniques available to Subscriber for such protection. Available devices and techniques are too numerous to list, but include, without limitation, (i) basic health precautions and (ii) adherence to physicians’ directions. Subscriber acknowledges that Fall Detection, if included, can activate when you did not fall and does not detect 100% of falls.  If Subscriber is able, Subscriber should always press the help button on Fall Detection Pendant in the event of an emergency. The 911 emergency services line is an alternative to the System and the Services.
• False Alarms/Permits. Subscriber is responsible for all alarm permits and fees, agrees to file for and maintain any permits required by applicable law and indemnify or reimburse the Indemnified Parties (as defined below) for any fees or fines relating to permits or false alarms. The Indemnified Parties shall have no liability for permit fees, false alarms, false alarm fines, the manner in which police or fire department responds, or the refusal of the police or fire department to respond. In the event of termination of police or fire department response this Agreement shall nevertheless remain in full force and Subscriber shall remain liable for all payments provided for herein. Subscriber shall reimburse HandsFree Health for any Central Station charges for excessive, run-a-way or false alarm signals, which obligation shall survive the termination or expiration of this Agreement.
• Other Duties. Subscriber understands that certain laws, rules, regulations and ordinances imposed by governmental authorities, utilities, businesses, homeowners associations, and/or other entities may affect Subscriber’s rights in relation to the installation and service of the System.  Subscriber agrees to obtain and maintain in current status all licenses or permits or other authorizations necessary for the installation and use of the System. Subscriber shall carefully use the System and instruct all potential users in the proper use of the System.

11. Cellular Based Solutions. Subscriber acknowledges and agrees that the use of cellular based solutions for the System includes additional risks associated with the quality and reliability of cellular signals and service.  Cellular communications are affected by a number of factors outside of our control and may be impaired by, without limitation, building construction style, materials, weather, distance from transmitter to receiver, surrounding terrain, battery life, signal strength and other factors.  Further, Subscriber understands that cellular based solutions rely on third party services from wireless carriers and are not controlled by us or our representatives.  Subscriber further acknowledges that it is Subscriber’s responsibility to test and monitor signal strength, power and service quality on an on-going basis and that we are not responsible for maintaining or monitoring the same and that we can only provide timely and accurate response if all equipment and networks are working correctly and providing adequate signal strength.
12. Limited Product Warranty.
    • Limited Warranty. Handsfree Health warrants to each Subscriber who originally purchases a new a Smartwatch and Pendant that, for a period of one (1) year from the date of purchase (the “Product Warranty Period”), the Smartwatch and Pendant will be free from defects in materials and workmanship under normal use. If such a defect arises and a return authorization request is received by HandsFree Health within the Product Warranty Period, HandsFree Health will, at its option, either (i) repair the Smartwatch and Pendant at no charge, using new or refurbished replacement parts, or (ii) replace the Smartwatch and Pendant with a new Smartwatch and Pendant or refurbished Smartwatch and Pendant.  Such repair or replacement is subject to verification of the defect or malfunction and proof of purchase as confirmed by showing the model number on the original dated sales receipt.  In the event of such a defect, to the extent permitted by law, these are Subscriber’s sole and exclusive remedies.  Shipping and handling charges are the sole responsibility of Subscriber.  This limited warranty is only valid in jurisdictions where the Smartwatch and Pendant is sold by HandsFree Health itself or through its authorized resellers or agents.  This limited warranty does not cover any damage due to transportation, storage, improper use, failure to follow instructions for use of the Smartwatch, Pendant or any other WellBe Enabled Products, modifications, unauthorized repair, normal wear and tear or external causes such as accidents, abuse, or other actions beyond our reasonable control.  The Product Warranty Period is not extended if we repair or replace the Smartwatch and Pendant and any replacement Smartwatch and Pendant will only be warranted for the remainder of the Product Warranty Period, unless otherwise required by applicable law.
    • Disclaimer. EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 12(a) ABOVE, HANDSFREE HEALTH DISCLAIMS ALL WARRANTIES AND MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO THE SMARTWATCH, PENDANT OR ANY OTHER WELLBE ENABLED PRODUCT, INCLUDING, WITHOUT LIMITATION, (A) THAT THE OPERATION OF SUCH PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE, (B) IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR WORKMANLIKE EFFORT, (C) FITNESS FOR A PARTICULAR PURPOSE, (D) RELIABILITY, ACCURACY OR LACK OF VIRUSES, OR (E) NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR OTHER VIOLATIONS OF RIGHTS.  SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION RELATED THERETO MAY NOT APPLY TO EVERY SUBSCRIBER. 
13. Acknowledgment. SUBSCRIBER ACKNOWLEDGES AND AGREES THAT HANDSFREE HEALTH (A) IS NOT AN INSURER AND THAT INSURANCE COVERING PERSONAL INJURY, INCLUDING DEATH, AND REAL OR PERSONAL PROPERTY LOSS OR DAMAGE IN, ABOUT OR TO THE HOME SHALL BE OBTAINED BY SUBSCRIBER, (B) EXCEPT AS EXPRESSLY PROVIDED IN SECTION 12(a) ABOVE, MAKES NO GUARANTEE, REPRESENTATION OR WARRANTY INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE; THAT THE WELLBE ENABLED PRODUCTS, THE SMARTWATCH, THE PENDANT AND SERVICES ARE DESIGNED TO REDUCE, BUT NOT ELIMINATE, CERTAIN RISKS OF LOSS AND THAT THE AMOUNTS BEING CHARGED BY COMPANY ARE NOT SUFFICIENT TO WARRANT OR GUARANTEE THAT EITHER NO LOSS OR DAMAGE WILL OCCUR OR INCREASED LOSS OR DAMAGE WILL NOT OCCUR, AND (C) IS NOT LIABLE FOR ANY LOSS OR DAMAGE WHICH MAY OCCUR PRIOR TO, CONTEMPORANEOUS WITH, OR SUBSEQUENT TO THE EXECUTION OF THIS AGREEMENT EVEN IF DUE TO THE ACTIVE OR PASSIVE SOLE, JOINT OR SEVERAL NEGLIGENCE OF HANDSFREE HEALTH OR ITS AGENTS, SERVANTS, EMPLOYEES, SUPPLIERS OR SUBCONTRACTORS, OR TO THE IMPROPER PERFORMANCE OF AND/OR FAILURE TO PERFORM OF THE SMARTWATCH, PENDANT OR ANY OTHER WELLBE ENABLED PRODUCT, OR BREACH OF CONTRACT, EXPRESS OR IMPLIED, OR BREACH OF WARRANTY, EXPRESS OR IMPLIED, OR BY LOSS OR DAMAGE TO FACILITIES NECESSARY TO OPERATE THE SYSTEM OR ANY CENTRAL STATION.
14. No Warranties or Representations. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS EXPRESSLY PROVIDED IN SECTION 12(a) ABOVE, HANDSFREE HEALTH MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SYSTEM OR SERVICES PROVIDED THEREWITH (A) WILL PREVENT PERSONAL INJURY, LOSS OF LIFE OR PROPERTY OR DAMAGE, (B) WILL IN ALL CASES PROVIDE THE PROTECTION FOR WHICH EACH IS INTENDED, OR (C) WILL BE SECURE AND FREE OF VIRUSES, UNAUTHORIZED CODE OR OTHER HARMFUL COMPONENTS.  SUBSCRIBER IS RESPONSIBLE FOR TAKING ALL PRECAUTIONS SUBSCRIBER BELIEVES NECESSARY OR ADVISABLE TO PROTECT SUBSCRIBER AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF SUBSCRIBER’S USE OF THE  SYSTEM.  handsfree Health expressly disclaims any implied warranties, including the implied warranties of merchantability or fitness for a particular purpose, and subscriber has not relied upon any representations or warranties.  subscriber acknowledges that any affirmation of fact or promise made by handsfree Health or its agents or designees shall not be deemed to create an express warranty unless included in this agreement in writing.
15. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS SET FORTH IN THIS SECTION, SUBSCRIBER AGREES THAT HANDSFREE HEALTH, ITS AFFILIATES AND/OR THEIR LICENSORS, SERVICE PROVIDERS, OWNERS, MEMBERS, EMPLOYEES, AGENTS, OFFICERS, AND/OR DIRECTORS SHALL NOT BE LIABLE TO SUBSCRIBER OR ANYONE ELSE FOR ANY DAMAGES SUFFERED AS A RESULT OF ACCESSING, USING OR PURCHASING THE SYSTEM.  TO THE FULLEST EXTENT PERMITED BY APPLICABLE LAW, HANDSFREE HEALTH SHALL NOT BE LIABLE TO SUBSCRIBER OR ANYONE ELSE FOR ANY LOSS OR INJURY, INCLUDING DEATH, CAUSED IN WHOLE OR IN PART BY RELYING UPON OR USING THE SYSTEM.  IN NO EVENT WILL HANDSFREE HEALTH  BE LIABLE TO SUBSCRIBER OR ANYONE ELSE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR EXEMPLARY DAMAGES OR LOST PROFITS ARISING OUT OF THE USE OR INABILITY TO USE THE SYSTEM, EVEN IF HANDSFREE HEALTH, ITS AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  TO THE FULLEST EXTENT PERMITTED PER APPLICABLE LAW, HANDSFREE HEALTH’S CUMULATIVE LIABILITY TO SUBSCRIBER OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHERWISE, INCLUDING ANY LIABILITY ALLEGED TO ARISE FROM THE NEGLIGENT PERFORMANCE OR INTENTIONAL ACTIONS OF HANDSFREE HEALTH, ITS AFFILIATES, AND/OR THEIR LICENSORS, SERVICE PROVIDERS, OWNERS, MEMBERS, EMPLOYEES, AGENTS, OFFICERS, AND/OR DIRECTORS ARISING OUT OF OR RELATING TO THE SERVICES, SYSTEM OR THIS AGREEMENT SHALL BE LIMITED TO THE LESSER OF (A) SUBSCRIBER’S ACTUAL DIRECT DAMAGES AND (B) ONE HUNDRED DOLLARS ($100.00).  HANDSFREE HEALTH WILL BE FURTHER ENTITLED TO THE FULL BENEFIT OF ANY LIMITATION OF LIABILITY OF A THIRD PARTY WHO IS JOINTLY LIABLE TO SUBSCRIBER.  SUBSCRIBER’S RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH SUBSCRIBER MAY HAVE AGAINST HANDSFREE HEALTH. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL DAMAGES, OR LIMITATIONS UPON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO SUBSCRIBER. ALL REMEDIES SET FORTH HEREIN ARE EXCLUSIVE AND ARE LIMITED TO THOSE EXPRESSLY PROVIDED FOR IN THIS AGREEMENT.

16. Right to Subcontract. We may, in our sole discretion, subcontract for the provision of the Central Station services under this Agreement.  Subscriber acknowledges and agrees that the provisions of this Agreement inure to the benefit of, and are applicable to, any third party Central Station operator engaged by us to provide the System and related services to Subscriber.  Subscriber further acknowledges that Subscriber agrees to be bound to such third party Central Station operator with the same force and effect as this Agreement binds Subscriber to HandsFree Health.
17. Indemnity. Subscriber agrees to indemnify, defend and hold harmless HandsFree Health, the Central Station and each of their respective parents, subsidiaries, affiliates, officers, directors, and other partners, employees, consultants and agents (the “Indemnified Parties”), from and against any and all claims, liabilities, damages, losses, judgments, settlements, costs, expenses, fees (including reasonable attorneys’ fees and court costs) that such parties may incur, resulting from, or alleged to result from: (a) the design, sale, use, installation, repair, service, dispatch, maintenance, monitoring, recording of communications, operation or non-operation of the equipment, System, Central Station or WellBe Enabled Products, whether due to the sole, joint or several negligence (including gross negligence) of the Indemnified Parties, (b) Subscriber’s breach of the Agreement, and (c) Subscriber’s violation of any applicable law, regulation, rule or order pertaining to Subscriber’s use of the System and/or the WellBe Enabled Products.
18. Miscellaneous.
    • Waiver of Subrogation. Subscriber on its behalf and any insurance carrier waives any right of subrogation Subscriber’s insurance carrier may otherwise have against HandsFree Health, the Indemnified Parties or HandsFree Health’s subcontractors arising out of this Agreement or the relation of the parties hereto.
    • Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware in all matters, including, without limitation, the validity, construction, interpretation and performance of this Agreement without regard to provisions regarding conflicts of law.
    • Entire Understanding. The Agreement constitutes the entire agreement between HandsFree Health and Subscriber with respect to the subject matter of this Agreement, and supersedes all previous and contemporaneous agreements, proposals and communications between us, written or oral.
    • Assignment. HandsFree Health may assign this Agreement, in whole or in part, in our sole discretion. Subscriber may not assign, transfer, or convey, by operation of law, merger, change in control, or otherwise, in whole or in part, Subscriber’s rights or duties under this Agreement without our prior written permission, which may be granted or withheld in our sole discretion. Any attempt by Subscriber to assign, transfer, or convey Subscriber’s rights or duties under this Agreement without the permission of HandsFree Health shall be void ab initio.
    • Headings. The headings of the various sections of this Agreement have been inserted only for the purposes of convenience, and those headings shall not be deemed, in any manner, to modify, enlarge or restrict any of the provisions of this Agreement.
    • Severability and Non-Waiver. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision, and a waiver by us of any right herein on any occasion must be in writing and will not constitute a waiver of such right or any other right on any other occasion. In the event any provision of this Agreement is determined to be invalid or unenforceable such invalidity or unenforceability will not affect the validity or enforceability of the remaining portions of this Agreement, and the parties will substitute for the invalid provision a provision which most closely approximates the intent and economic effect of the invalid or unenforceable provision. This Agreement will apply in lieu of and notwithstanding any specific legend or statement associated with any particular document or information exchanged.
    • Updates. HandsFree Health may update, amend or otherwise modify this Agreement on its websites from time to time in its sole discretion.