Incisions Terms And Conditions
Welcome to the Incision software and/or mobile application. These Terms and Conditions (“Terms”) govern use of the Incisions service and related mobile application(s), including without limitation incisions.io (collectively referred to as the “Services”) offered by Orthopaedic Solutions Management, LLC (“OSM”), including all related portals, websites, and all related technologies, software, content, and services. These Terms constitute a binding and legal agreement between OSM (or “we” as the producer of the Services) and you (the healthcare provider or staff member that is subscribing to and/or using the Services). Please read these Terms carefully. By clicking or checking “I Accept” or similar language or otherwise by using or accessing the Services, you agree to these Terms, including without limitation the Privacy Policy referenced and incorporated herein. If you do not agree to be bound by these Terms, then we do not grant you any right to access or use the Services. Accepting these Terms electronically shall be given the same legal and binding effect as if these Terms were signed manually in paper form by you.
1. Updates
We reserve the right to update these Terms at any time by posting the changes on the websites and applications related to the Services, which shall apply to your use of the Services upon going into effect. Your continued use of Services following such modifications will be conclusively deemed acceptance of any changes to these Terms.
2. Intended Use & Use Requirements
Intended Use & Use Requirements. The Services may integrate with electronic medical record systems (“EMRs”) and support internal treatment and billing processes but are not intended to be used as or replace the need for an EMR or use of clinical judgment. By using or accessing the Services, you agree that:
• You will use the Services only as specifically permitted in accordance with these Terms and in compliance with applicable laws and regulations, rules, and professional practice standards.
• You are responsible for ensuring that all uses of the Service are compliant with the Health Insurance Portability and Accountability Act of 1996(“HIPAA”) and similar state laws, the HIPAA policies at your practice, and that appropriate documentation is maintained about patients in accordance with record keeping laws.
• You may only disclose health information and personal information to third parties using the Services to the extent specifically authorized by applicable law.
• You will only access the Services and associated data through the interface that is provided by us for accessing the Services. You agree not to use any automated means, including but not limited to agents, robots, scripts, spiders, offline readers, and screen scraping tools, to access, monitor, download or copy any part of the Services, including without limitation any content associated with the Services, unless we have provided prior written consent.
3. Service Suspension for Misuse
Your use of the Services may be monitored for quality and security purposes. In the event that your use of the Services or other activity related to the Services threatens the functionality, capacity, or security of the Services, OSM has the right to take all reasonable measures to protect and secure the Services, including without limitation, terminating or suspending your access to the Services. In the event OSM determines that you have materially breached these Terms, or violated applicable law related to your use of the Services, your account may be terminated. OSM will comply with applicable laws related to any such termination or suspension, and access to data.
4. Not Medical Advice
The Services do not constitute medical advice or replace the need for use of independent clinical judgment. Users of the Services retain all responsibility regarding clinical decision making, diagnosis and treatment, record retention, and ensuring proper and timely follow-up with their patients.
5. No representations or endorsements
OSM does not provide a referral service and does not recommend or endorse any specific physicians or other healthcare providers, or the use of any procedures, tests, pharmaceuticals, or medical devices that may be referenced in the Services.
6.No Warranty
OSM does not warrant that the functioning of the Services will be uninterrupted or that the Services and/or any information made accessible in the Services will meet your requirements. No oral or written information or advice given by OSM or any of its employees, representatives, agents or distributors related to the Services shall be construed to create a warranty of any kind.
7. Information Provided by You
You represent and warrant that all information you submit through the Services is current, complete, and accurate. By making the Services available, OSM does not assume responsibility for verifying any information entered into the Services by users or the quality of any health care services provided by users of the Services.
8. Passwords and Security
You are responsible for keeping your password confidential and for immediately notifying us if your password has been compromised. You are responsible for all activity that occurs under the unique access credentials issued to you for access to the Services. Use of a users’ unique access credentials by anyone other than the individual the access credentials were issued to is strictly prohibited. You are responsible for ensuring that only authorized users are accessing and using assigned access credentials for use of the Services, and for timely notifying OSM when access is no longer authorized or needed. By accessing the Services, you represent and warrant that you are authorized by law to access the information maintained in the Services that you are accessing. You agree to only access the Services from a private location and secure connection where information maintained in the Services cannot easily been seen or accessed by unauthorized parties.
9. Intellectual Property
You acknowledge and agree that OSM and/or its licensors, as applicable, own all legal right, title and interest in and to the Services, including but not limited to the software or any other part thereof, graphics, user interfaces, the scripts and software used to implement the Services, including any and all intellectual property rights that exist therein, whether registered or not, and wherever in the world they may exist. You agree that the Services contain proprietary and confidential information that is protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary information or materials in any way whatsoever except for use of the Services in compliance with these Terms. No portion of the Services may be reproduced in any form or by any means, except as expressly permitted in these Terms. The license to use the Services granted herein does not constitute a sale of any intellectual property associated with the Services. You agree not to challenge OSM’s ownership or rights in and to the Services and related materials. You acknowledge and agree that any violation of the terms of this section would irreparably harm OSM and that OSM may enforce the terms of this Section through injunctive relief, without limitation to any other rights and remedies available to it. All rights in trademarks, trade names, logos, service marks, and trade dress (“Trademarks”), displayed in connection with the Services belong exclusively to OSM or its owners. You are prohibited from imitation, dilution, or confusing or misleading uses. Nothing gives you any license or right under the Trademarks or any other intellectual property of OSM or any third party unless expressly stated in these Terms.
10. Applicability to Future Releases
These Terms apply to any future releases and updates of the Services that you may use, unless any such update is subject to a separate agreement. Your rights to the previous version of the Services (or related Apps) terminate once an update has been installed.
11. Downloadable Materials
The limited license granted under these Terms is limited to permission to display, copy, and/or download the Services only for your professional and internal use related to the provider entity that is specifically authorized to access these Services; provided that you do not further distribute or modify the Services or remove any copyright and other proprietary notices contained in the Services. You may not distribute, copy, reproduce, display, republish, download, or transmit any material on the Services for any other commercial or personal use without prior written approval of OSM. Use of any images or information displayed in the Services for any other professional or personal purposes is strictly prohibited.
12. Limited License & Restrictions for Use
OSM grants you a non-exclusive, non-transferable, limited license to use the Services for internal use only as specified in these Terms, and only on a device or tablet that is owned or controlled by you (and, if you own or control an Apple iPhone, iPad or iPod, Android, or Google Play device, as permitted by the Usage Rules of the Apps Store Terms and Conditions (the “Usage Rules”)). You agree and understand that:
• This license does not extend to your use of the Services on any device or in any manner that that violates your practice’s HIPAA policies or applicable law. • You may not distribute or make the Services available over a network where it could be used or accessed by multiple devices at the same time. • You agree not to access the Services from any devices that do not have appropriate safeguards in place to protect the privacy and security information maintained in the Services. • By using the Services, you represent and warrant that you have the right and authority to agree to these Terms and are not prohibited from using the Services. • You are solely responsible for evaluating the information obtained from the Services and your use of such information in connection with your treatment decisions or otherwise. • You retain responsibility for your compliance with all laws and standards of professional practice applicable to you. • You may not rent, lease, lend, sell, redistribute or sublicense the Services. You may not copy (except as expressly permitted by these Terms and if applicable the Usage Rules), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Services, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law). Any attempt to do so is a violation of our rights and these Terms. • Third party software, applications, functionality and other materials that may be made available for downloading, access, or use on or from the Services may have their own license terms, conditions, and/or notices. We are not responsible for such third-party sites or services that may be accessible to you through the Services and encourage you to review any such third-party’s terms and conditions, which will apply to your use of that third-party service and/or site. You agree to be governed by such third party terms, conditions, and/or notices. • Your access and use of the Services is conditioned upon your acceptance and compliance with these Terms and any other applicable terms, conditions, and/or notices.
13. Privacy Policy Incorporated
Our use and collection of personal information is also governed by our Privacy Policy which is also accessible on our website and mobile application (“Privacy Policy”). By agreeing to these Terms, you represent that you have read and agree to these Terms as well as the Privacy Policy, which is incorporated herein. You agree to the use and disclosure of information as described in the Privacy Policy. We reserve the right to update our Privacy Policy at our discretion and you agree to be bound by any updated terms of the current Privacy Policy posted on the site/app related to the Services.
14. Aggregate Data
OSM and/or its affiliates may from time to time: (a) derive and compile from the usage information related to the Services, and/or from other data maintained in the Services, certain aggregate and analytical data (the “Aggregate Data”), which shall not contain any information that could be used to identify an individual that is the subject of the Aggregate Data or you; (b) combine such Aggregate Data with data from other users; and (c) use and disclose the Aggregate Data for promoting medical research; analyzing and disclosing data trends; and improving products and services; provided, however, that no such data shall be used in such a way as to identify any individual (or you). Such Aggregated Data will not be used in a manner in violation of law or privacy agreements, including, but not limited to, HIPAA or any state privacy law. OSM owns all rights and title in de-identified Aggregate Data compiled from the Services.
15. Other Prohibited Activities
You agree not to, in connection with your use of the Services:
• Use the Services in any manner that violates any local, state, federal, or other applicable laws or regulations. • Share health information with any third party tthat is not authorized to receive the information under HIPAA or applicable state law. • Delete or revise any material or other information included by us on the Services, except where expressly allowed by the Services and applicable law. • Take any action that unreasonably or disproportionately interferes with the functionality of the Services. • Engage in any other conduct that restricts or inhibits any other person from using or enjoying the Services. • Violate or attempt to violate the security of the Services, including without limitation, engaging in activity that introduces viruses, worms, Trojan horses, malicious code, etc. to the Services, or that otherwise allows unauthorized access to the Services. • Knowingly provide or use any false or inaccurate information in the Services. • Upload, post, email or otherwise transmit any unlawful content or content to which you do not have the lawful right to copy, transmit and display. • Upload, post, email or otherwise transmit any content that infringes the intellectual property rights or violates the privacy rights of any third party (including without limitation copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity).
16. Electronic Communications
Please use caution when e-mailing and text messaging. You should consider that standard email and text messages are not secure means of communication. Do not send us emails or standard text messages with protected health information (“PHI”) or personal information (“PI”). There is some risk that any PH/PI or other sensitive information contained in standard email or standard text message may be disclosed to, or intercepted, printed, or stored by, unauthorized third parties. OSM cannot guarantee the security or confidentiality of messages sent by unsecured email, standard text messaging, or other non-secure forms of electronic communications. OSM is not responsible for privacy of unsecure e-mail messages or text messages. The Services may allow you to provide information about procedures, billing or coding, or other operational or treatment aspects in a secure messaging platform included in the Services. We encourage use of secure messaging in the Services or other platforms for any communications involving PHI/PI or other sensitive information. You agree to fully indemnify and hold harmless OSM, its agents, affiliates, officers, directors, and employees from any and all claims and penalties related to your use of the Services in a fashion not compliant with HIPAA or other applicable laws. You agree to any charges that may be incurred by your telecommunications carrier related to the use of the Services on your device and agree to receive the auto-messages that may be sent you related to the Services. You may opt out by emailing optout@incisions.io or following the opt-out instructions included in such communications but should note that opting out of electronic communications may affect your use of the Services.
17. Additional Disclaimers
OSM AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS MAKE NO REPRESENTATION OR WARRANTY RELATING TO THE SERVICES, INCLUDING ANY INFORMATION ACCESSIBLE DIRECTLY OR INDIRECTLY FROM THE SERVICES. WITHOUT LIMITING THE FOREGOING, OSM DISCLAIMS ALL WARRANTIES NOT EXPLICITLY PROVIDED IN THESE TERMS, INCLUDING WITHOUT LIMITATION THE FOLLOWING WARRANTIES: (A) WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, (B) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL RIGHTS, (C) WARRANTIES RELATED TO THE TRANSMISSION OR DELIVERY OF THE SERVICES OR ITS CONTENT, (D) WARRANTIES RELATING TO THE ACCURACY, RELIABILITY, TIMELINESS, CORRECTNESS, OR COMPLETENESS OF THE, AND (E) WARRANTIES OTHERWISE RELATING TO THE PERFORMANCE OF THE SERVICES.
18. Limitation of Liability
In no event will OSM, its affiliates, officers, employees, or any party involved in creating or delivering the Services be liable for any damages of any kind, including without limitation any direct, incidental, consequential, indirect, special, or punitive damages, for any personal injury or death, any lost profits or loss of revenue, penalties, fines, or data loss arising out of or in connection with use of the Services. Without limiting the foregoing, you agree that in no event shall OSM be liable to you in an amount exceeding the fees you have paid to OSM for the Services in the prior three (3) months. If you have a dispute with another user of the Services, you release OSM from any and all claims, demands, and damages of any kind arising from such dispute. OSM does not guarantee or warrant that access to the Services will not result in, or that files available for download from the Services will be free of, infection from viruses, worms, Trojan horses or other destructive code. These limitations apply whether the alleged liability is based on contract, tort, negligence, strict liability, regulatory penalties or fines, and/or any other basis, even if OSM has been advised of the possibility of such damage. In the event it is unlawful to allow for the exclusion or limitation of incidental or consequential damages in a jurisdiction applicable to a specific dispute, OSM’s liability in such jurisdiction shall be limited to the extent permitted by law. OSM ASSUMES NO LIABILITY AS TO THE RELIABILITY, ACCURACY, VALIDITY, TIMELINESS, USEFULNESS OR COMPLETENESS OF ANY INFORMATION CONTAINED IN THE SERVICES. YOU RELEASE, HOLD HARMLESS AND AGREE TO DEFEND AND INDEMNIFY OSM FOR ANY AND ALL DAMAGES RESULTING FROM YOUR RELIANCE OF INFORMATION CONTAINED IN THE SERVICES.
19. Indemnification
You agree to defend, indemnify, and hold harmless OSM, its officers, directors, employees, affiliates, parents, agents, successors, assigns and its partners and suppliers (including, without limitation third parties who contribute to the Services) from and against all liabilities, losses, costs (including without limitation, reasonable attorney’s fees), claims, suits, actions, proceedings, demands, civil or criminal fines, regulatory fines, penalties, expenses, and assessments, arising out of or relating to the acts or omissions by you in connection with the obligations set forth in these Terms, including without limitation claims resulting from or relating to:
• Your access to or use of the Services;
• Your violation of any of the provisions of these Terms;
• Any activity related to your account by you or any other person accessing the Services through your account, including, without limitation, negligent or wrongful conduct;
• Unauthorized disclosures, breaches or misuses of confidential information (including PHI) by you in relation to the Services; or
• Your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right.
OSM reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses. The indemnification obligations set forth herein shall survive the termination of these Terms and shall not be subject to any limitation of liability or damages cap which otherwise may be applicable under any agreements between the parties.
20. Choice of Law and Jurisdiction
These Terms are governed by and construed in accordance with the laws of the State of Florida, without regard to its principles of conflict of laws. You agree that the exclusive venue for any action or proceeding arising out of or related to these Terms shall be in the state and federal courts located in Hillsborough County, Florida. You consent to the personal jurisdiction of these courts and waive all objections to the exercise of jurisdiction by these courts and to this venue. Notwithstanding the foregoing, however, you agree that any breach of these Terms by you will cause irreparable harm to OSM and that OSM may commence and maintain an action or proceeding seeking injunctive or other equitable relief in any court of competent jurisdiction.
21. Children
The Services are not intended or licensed for use by children under age 18. We will not knowingly collect personally identifiable information in connection with the Services from children under 18. You agree not to use the Services to communicate with individuals under the age of 18, and to direct any communications through these Services that relate the treatment of minors to a legal guardian that is at least 18 years of age. You agree to notify OSM immediately if you discover use of the Services by someone under the age of 18.
22. Termination
Any suspension, termination, or cancellation of your access rights to the Services will not affect provisions in these Terms which by their nature are intended to survive such suspension, termination, or cancellation, including without limitation the Sections entitled “Intellectual Property”, “Additional Disclaimers”, “Limitation of Liability”, “Indemnification”, “Choice of Law and Jurisdiction”, and “Additional Terms”.
23. Additional Terms
• These Terms, together with our Privacy Policy and any other legal terms and notices published by us on the Services, constitute the entire agreement between you and OSM concerning the Services, and supersede all previous written and oral understandings and agreements.
• If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.
• No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
• You may not assign or transfer these Terms, by operation of law or otherwise, without OSM’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. OSM may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
• You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information submitted to OSM relating to modifying or improving the Services (“Feedback”), whether solicited or unsolicited, are non-confidential and shall become our sole property. OSM shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. In the event your jurisdiction does not allow intellectual property rights to be transferred as described above, you hereby grant to OSM a worldwide, non-exclusive, royalty-free, perpetual license for the use of Feedback.
• You may not use or otherwise export or re-export the Services or any App or software associated with the Services except as authorized by United States law and the laws of the jurisdiction in which the Services or such software was obtained. In particular, but without limitation, the Services and such software may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List.
• You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
• You and OSM are and shall at all times remain independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency relationship or anything other than an independent contractor relationship.
24. Copyright Policy
OSM respects the intellectual property rights of others and expects its users to do the same. You agree that your use of the Services will not infringe or violate the rights of any other party or violate any laws. If you are a copyright owner or an agent thereof have concerns related to copyright infringement, please contact us at legal@incisions.io.
25. Contact Us
Please contact us at legal@incisions.io if you have any questions concerning our Terms.
Last Revised: November 7, 2023