Last Updated 07/24/18
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The website, any products and applications located at and all its subdomains including Ready Surgery platform, web and mobile applications (the “Services”) is a copyrighted work belonging to OUTCARED INC. (“Company”, “us”, “our”, and “we”). Certain features of the Services may be subject to additional guidelines, terms, or rules, which will be posted on the Services in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.
These Terms require the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and also limit the remedies available to you in the event of a dispute.
Product(s) & Service(s)
Outcared, Inc., provides digital tools and services to its client Physician Practices, Medical Facilities and Payers to improve their operations. OUTCARED INC./ READY SURGERY DOES NOT PROVIDE ANY MEDICAL OR HEALTH SERVICES OR ADVICE. PLEASE CONSULT YOUR MEDICAL PROVIDER. Never delay or disregard medical or professional advice because of information obtained through any product, services, marketing or other communications from Outcared Inc. and Ready Surgery.
The Services are intended for use by medical providers and their staff who are adults and in the United States only. Neither Outcared Inc. nor any of its directors, officers, principals, employees, contractors or agents of the foregoing is responsible for any use of or exposure to the product and services by children or those outside the United States.
In order to use the Services, you must register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information. You may ask us to delete your Account at any time, for any reason, by contacting us. Company may suspend or terminate your Account at any time, and Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.
You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Company of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
Restrictions & Responsibilities
The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services, whether in whole or in part, or any content displayed in the Services; (b) you shall not access the Services in order to build or augment a similar or competitive website, application, product, or service; (c) no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (d) you shall not, directly or indirectly: reverse engineer, reverse compile, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how, rules, data sets, models or algorithms relevant to the Services or any software, documentation or data related to the Product (“Technology”); (e) you shall not modify, translate, or create derivative works based on the Services or any Technology; (f) you shall not use the Services or any Technology for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any copyright or proprietary notices or labels on the Services (or on any content displayed on the Services). With respect to any Technology that is distributed or provided to you for use on your premises or devices, Company hereby grants you a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to use such Technology during the Term only in connection with the Services. Unless otherwise indicated, any future release, update, or other addition to functionality of the Services shall be subject to these Terms.
Company reserves the right, at any time, to modify, suspend, or discontinue the Services (in whole or in part) with or without notice to you. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof. You acknowledge and agree that Company will have no obligation to provide you with any support or maintenance in connection with the Services.
You acknowledge that all the intellectual property rights, including copyrights, patents, trade marks, and trade secrets, in the Services and its content are owned by Company or Company’s suppliers. Neither these Terms (nor your access to the Services) transfers to you or any third party any rights, title or interest in or to such intellectual property rights. Company and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
Further, you may not remove or export from the United States or allow the export or re-export of the Product, Technology or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Technology and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
You represent, covenant, and warrants that you will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. You hereby agree to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from your use of Services. Although Company has no obligation to monitor your use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You shall also be responsible for maintaining the security of the Equipment, Your account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your Account or the Equipment with or without your knowledge or consent.
“Customer Data” means any and all information and content that you submit to, or use with, the Service (e.g., content in the user’s profile or cases). You shall own all right, title and interest in and to the Customer Data. You are solely responsible for your Customer Data. You assume all risks associated with use of your Customer Data, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your Customer Data that personally identifies you or any third party. You hereby represent and warrant that your Customer Data does not violate our Acceptable Use Policy (defined below). You may not represent or imply to others that your Customer Data is in any way provided, sponsored or endorsed by Company. Because you alone are responsible for your Customer Data, you may expose yourself to liability if, for example, your Customer Data violates the Acceptable Use Policy. Company is not obligated to backup any Customer Data, and your Customer Data may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your Customer Data if you desire. You hereby grant (and you represent and warrant that you have the right to grant) to Company an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, display and perform, prepare derivative works of, incorporate into other works, and otherwise use your Customer Data, and to grant sublicenses of the foregoing rights, solely for the purposes of including your Customer Data in the Services. Customer Data including any patient information may be shared with 3rd party companies to facilitate coordination of care and research on quality and cost of services as well as other reasons.
Confidentiality & Proprietary Rights
You understand that the Company has disclosed or may disclose business, technical or financial information relating to the Company's business (hereinafter referred to as “Proprietary Information”). Proprietary Information of Company includes non-public information regarding features, functionality, pricing and performance of the Service. You agree: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.
Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, (c) all intellectual property rights related to any of the foregoing, and (d) any data that is based on or derived from the Customer Data and provided to you as part of the Services.
Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
Acceptable Use Policy
The following terms constitute our “Acceptable Use Policy”:
You agree not to use the Services to collect, upload, transmit, display, or distribute any Customer Data (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
In addition, you agree not to: (i) upload, transmit, or distribute to or through the Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Services to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Services), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Services; or (vi) use software or automated agents or scripts to produce multiple accounts on the Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Services (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).
We reserve the right (but have no obligation) to review any Customer Data, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your Customer Data, terminating your Account, and/or reporting you to law enforcement authorities.
You agree to indemnify and hold Company (and its directors, officers, principals, employees, contractors and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site, (b) your violation of these Terms, (c) your violation of applicable laws or regulations or (d) your User Content. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
Outcared, Inc., its directors, officers, principals, employees, contractors and agents do not recommend or endorse any specific tests, physicians, products, procedures, opinions, or other information or content that may be contained in, linked to, or communicated through its website, marketing materials, products or services. IN NO EVENT SHALL OUTCARED INC., ITS OFFICERS, DIRECTORS, PRINCIPALS, EMPLOYEES, CONTRACTORS OR AGENTS, BE LIABLE FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, PERSONAL INJURY, WRONGFUL DEATH, LOST PROFITS, OR DAMAGES) RESULTING FROM THE USE OF COMMUNICATIONS OR INFORMATION RECEIVED OR AVAILABLE FROM THE SERVICES, ANY LINKED INFORMATION OR THE CONTENT THEREIN, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT OUTCARED INC., AND ITS DIRECTORS, OFFICERS, PRINCIPALS, EMPLOYEES, CONTRACTORS OR AGENTS ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Warranty & Disclaimer
Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control. However, Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services.
THE SERVICES, SUPPORT AND ANY INFORMATION OR IMPLEMENTATION SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND COMPANY (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, OUTCARED INC., ITS OFFICERS, DIRECTORS, PRINCIPALS, EMPLOYEES, SUPPLIERS, CONTRACTORS OR AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE; OR COMPLIANT WITH ANY GOVERNMENT LAWS OR REGULATIONS REQUIRING DISCLOSURE OF INFORMATION ON THERAPIES, DEVICES, PRESCRIPTION DRUG PRODUCTS OR THE APPROVAL OR COMPLIANCE OF ANY INFORMATION OR TOOLS CONTAINED IN OR ACCESSIBLE THROUGH THE SERVICES; OR THE PRIVACY OR SECURITY OF ANY PERSON OR SITE WHICH MAY HAVE ACCESS TO PROTECTED HEALTH INFORMATION THROUGH THE SERVICES; OR ANY MEDICAL OR OTHER TREATMENT, ACTION OR PROTOCOL, ANY MEDICINE OR MEDICAL DEVICE; ANY SUPPLEMENTS OR OTHER SUBSTANCES, WHETHER INGESTED OR OTHERWISE USED OR APPLIED; OR ANY TREATMENTS DISCUSSED OR REFERRED TO IN THE SERVICES. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO THIRTY (30) DAYS FROM THE DATE OF FIRST USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
Limitation on Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU OR ANY THIRD PARTY WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA; (B) FOR LOSS OF BUSINESS, ANY LOST PROFITS, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, SERVICES OR TECHNOLOGY, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES, (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY YOU TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
If you provide Company with any feedback or suggestions regarding the Services (“Feedback”), you hereby assign to Company all rights in such Feedback and agree that Company shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Company will treat any Feedback you provide to Company as non-confidential and non-proprietary. You agree that you will not submit to Company any information or ideas that you consider to be confidential or proprietary.
If any provision of the Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. There Terms are not assignable, transferable or sublicensable by you except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under these Terms without consent. These Terms are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and attorneys’ fees. These Terms shall be governed by the laws of the State of California without regard to its conflict of laws provisions. You agree to reasonably cooperate with Company to serve as a reference account upon request.