Terms & Conditions

Effective Date: May 1, 2026

Effective Date: May 1, 2026

PLEASE READ THIS TERMS OF USE AND LICENSE AGREEMENT CAREFULLY. BY ACCESSING, DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THIS TERMS OF USE AND LICENSE AGREEMENT (THIS “AGREEMENT”). IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT ACCESS OR USE THE SOFTWARE.

This Agreement is entered into by and between James Kempema (“Pedi STAT / STAT EM,” “we,” “us,” or “our”) Pedi STAT / STAT EM, and the person or entity accessing or using the Software (“you” or “your”).

1. Definitions

For purposes of this Agreement:

  • “Software” means the software application, website, mobile application, source code, object code, user interface, content, documentation, updates, and related materials made available by Pedi STAT / STAT EM, whether accessed on a mobile device, tablet, computer, or other platform.

  • “Representative” means your employees, contractors, agents, officers, directors, and other authorized users.

  • “Permitted Purpose” means your internal, lawful business use or personal use, as applicable, and only in accordance with this Agreement.

2. Eligibility

You represent and warrant that you are at least 18 years old and have the legal capacity and authority to enter into this Agreement. If you are using the Software on behalf of a business or other legal entity, you represent and warrant that you have authority to bind that entity to this Agreement.

If you are not legally capable of entering into this Agreement, then your parent, legal guardian, or other responsible adult must accept this Agreement on your behalf and will be responsible for all use of the Software.

3. License Grant

Subject to your compliance with this Agreement, Pedi STAT / STAT EM grants you a limited, revocable, personal, non-exclusive, non-transferable, and non-sublicensable license to access and use the object code version of the Software solely for the Permitted Purpose.

The Software is licensed, not sold. Pedi STAT / STAT EM reserves all rights not expressly granted to you in this Agreement.

4. Updates

Pedi STAT / STAT EM may, but is not obligated to, provide updates, revisions, enhancements, corrections, or new versions of the Software. Any such updates are subject to this Agreement unless accompanied by a separate license agreement.

5. Ownership

Pedi STAT / STAT EM owns all right, title, and interest in and to the Software and all associated intellectual property rights, including all copyrights, patents, trademarks, trade secrets, moral rights, and other proprietary rights, whether registered or unregistered.

As between you and Pedi STAT / STAT EM, all rights in and to the Software remain with Pedi STAT / STAT EM. Except for the limited license expressly granted in this Agreement, no right, title, or interest in the Software is transferred to you.

To the extent that any right, title, or interest in or to the Software, or any modifications, enhancements, derivative works, or related developments, vests in you or any Representative by operation of law or otherwise, you hereby irrevocably assign, transfer, and convey, and shall cause all Representatives to irrevocably assign, transfer, and convey, all such rights to Pedi STAT / STAT EM. You further agree to execute, and cause your Representatives to execute, all documents and take all actions reasonably requested by Pedi STAT / STAT EM to effectuate such assignment.

6. Restrictions on Use

You agree that you will not, and will not permit any Representative or third party to:

  • Copy, reproduce, distribute, sell, resell, rent, lease, lend, sublicense, assign, or otherwise transfer the Software.

  • Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, structure, or organization of the Software, except to the extent such restriction is prohibited by applicable law.

  • Modify, adapt, translate, or create derivative works based on the Software.

  • Merge the Software with any other software or service.

  • Use the Software for any unlawful, unauthorized, or prohibited purpose.

  • Interfere with or disrupt the operation, integrity, security, or performance of the Software or any related systems or networks.

  • Gain unauthorized access to the Software, user accounts, data, or systems.

  • Share, disclose, or allow use of login credentials except as expressly authorized by Pedi STAT / STAT EM.

  • Remove, alter, obscure, or destroy any proprietary notices, labels, or marks appearing in the Software.

  • Use the Software to misrepresent your affiliation with Pedi STAT / STAT EM or falsely imply sponsorship, endorsement, or association.

  • Use the Software in violation of any applicable law, regulation, or third-party rights.

  • Knowingly or intentionally impose an unreasonable burden on the Software or its infrastructure.

  • Use or export the Software in violation of United States export control laws or sanctions laws.

  • Solicit or facilitate any activity that infringes Pedi STAT / STAT EM rights or the rights of any third party.

  • Enable any other person to violate this Agreement.

7. User Responsibilities

You are solely responsible for:

  • Your use of the Software.

  • Any data, content, or information you submit to, upload to, transmit through, or generate using the Software.

  • Maintaining the confidentiality of your account credentials, if any.

  • Ensuring that your use of the Software complies with all applicable laws, rules, regulations, licensing requirements, and professional obligations.

You agree to provide accurate, current, and complete information when requested, and to promptly update any information that becomes inaccurate or incomplete.

8. Medical Use Disclaimer

The Software is provided for informational and reference purposes only and is not a substitute for professional medical judgment, diagnosis, treatment, or training. The Software is not intended to be the sole basis for clinical decisions.

You acknowledge and agree that:

  • Medicine is constantly evolving, and clinical standards may change over time.

  • Errors, omissions, or outdated information may exist in the Software.

  • You are solely responsible for independently verifying all information before using it in patient care.

  • You must maintain current knowledge of applicable treatment protocols, standards of care, and clinical guidance independent of the Software.

  • You must not rely solely on the Software for patient care decisions.

  • You must use your own professional judgment and individualized assessment of each patient.

  • You may use the Software only if you are properly trained, licensed, and authorized to do so under applicable law.

TO THE MAXIMUM EXTENT PERMITTED BY COLORADO LAW, PEDI STAT / STAT EM DISCLAIMS ANY RESPONSIBILITY FOR CLINICAL OUTCOMES RESULTING FROM YOUR USE OR MISUSE OF THE SOFTWARE.

9. Privacy and Data

Any collection, use, storage, or disclosure of personal information or other data through the Software, if applicable, is governed by our Privacy Policy, if one is provided, and by applicable law.

You represent and warrant that you have all rights and permissions necessary to submit any data you provide through the Software and that your submission of such data does not violate any law or third-party right.

10. Term and Termination

This Agreement is effective upon your first access to or use of the Software and continues until terminated.

This Agreement will terminate automatically and immediately without notice if you breach any provision of this Agreement. Pedi STAT / STAT EM may also suspend or terminate your access to the Software at any time, with or without notice, to the extent permitted by law.

Upon termination, you must immediately cease all use of the Software and delete or destroy all copies in your possession or control. Upon request, you must certify in writing within five (5) business days that you have complied with this requirement.

Sections concerning ownership, restrictions, disclaimers, limitation of liability, indemnification, governing law, venue, and other provisions that by their nature should survive termination shall survive termination or expiration.

11. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY COLORADO LAW, PEDI STAT / STAT EM DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, AVAILABILITY, AND QUIET ENJOYMENT.

WITHOUT LIMITING THE FOREGOING, PEDI STAT / STAT EM DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, TIMELY, OR FREE FROM HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED.

Some implied warranties may not be disclaimed under applicable law, and to that extent this disclaimer shall be interpreted to be as broad as permitted by Colorado law.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY COLORADO LAW, IN NO EVENT SHALL PEDI STAT / STAT EM, ITS AFFILIATES, LICENSORS, CONTRIBUTORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE SOFTWARE OR THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY COLORADO LAW, THE TOTAL AGGREGATE LIABILITY OF PEDI STAT / STAT EM ARISING OUT OF OR RELATING TO THE SOFTWARE OR THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT, IF ANY, PAID BY YOU TO PEDI STAT / STAT EM FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US $100).

NOTHING IN THIS AGREEMENT LIMITS LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE COLORADO LAW. Colorado courts distinguish limitation-of-liability clauses from full exculpatory provisions, so this version uses a capped-liability structure rather than an absolute waiver.

13. Indemnification

To the maximum extent permitted by Colorado law, you agree to defend, indemnify, and hold harmless Pedi STAT / STAT EM, its affiliates, licensors, contributors, and suppliers, and each of their respective officers, directors, employees, agents, and representatives, from and against any and all claims, demands, actions, liabilities, damages, losses, judgments, settlements, penalties, fines, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

  • Your use or misuse of the Software.

  • Your violation of this Agreement.

  • Your violation of any law or regulation.

  • Your infringement or violation of any third-party right.

  • Any data or content you submit, upload, or transmit through the Software.

This indemnification obligation does not apply to the extent a claim arises from Pedi STAT / STAT EM gross negligence or willful misconduct, to the extent such limitation is required by applicable law.

14. Modifications to This Agreement

Pedi STAT / STAT EM may update or modify this Agreement from time to time. The updated version will be posted in the Software, on our website, or otherwise made available to you. Your continued use of the Software after the effective date of any updated Agreement constitutes your acceptance of the updated terms.

If you do not agree to an updated version, you must stop using the Software.

15. Severability

If any provision of this Agreement is held invalid, illegal, unenforceable, or contrary to applicable law, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

16. Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by Pedi STAT / STAT EM. No failure or delay by Pedi STAT / STAT EM in exercising any right, power, or remedy under this Agreement shall operate as a waiver of that right, power, or remedy.

17. Assignment

You may not assign, transfer, or delegate this Agreement or any rights or obligations under it without Pedi STAT / STAT EM prior written consent. Pedi STAT / STAT EM may assign or transfer this Agreement, in whole or in part, without restriction.

18. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to conflict-of-laws principles. Colorado governing law is a standard and generally enforceable choice in commercial contracts.

19. Venue and Jurisdiction

Any dispute, claim, or cause of action arising out of or relating to this Agreement or the Software shall be brought exclusively in the state or federal courts located in Denver, Colorado, and you irrevocably consent to the personal jurisdiction and venue of those courts.

The parties agree that such courts are a convenient and proper forum for resolution of any such dispute. Forum-selection clauses are generally enforceable unless unfair, unreasonable, or induced by fraud.

20. Entire Agreement

This Agreement, together with any additional terms expressly incorporated by reference, constitutes the entire agreement between you and Pedi STAT / STAT EM concerning the Software and supersedes all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral, relating to the Software.

21. Contact

If you have any questions about this Agreement, please contact:

James Kempema MD PA
contact@Pedi-STAT.com


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