1. Agreement. This Agreement is between You and OrthoBrain LLC, a Delaware limited liability company (hereafter "Orthobrain"), collectively designated as "Parties." The following terms and conditions (the "Terms and Conditions") apply to all visitors to, or users of, this Website, and to all individuals and entities that establish an account with Orthobrain. By accessing this Website, or registering an account with Orthobrain, You acknowledge that you have reviewed and accept these Terms and Conditions, in addition to other terms and conditions that may be imposed with notice to you (in some cases you will be required to sign or acknowledge your acceptance thereof as in the case of the Independent Contractor Agreement for Health Care Providers). In the case of any violation of these Terms and Conditions, Orthobrain reserves the right to seek all remedies available by law and in equity for such violations. Orthobrain acknowledges that there are other available Websites that offer comparable products and services. In that regard, Orthobrain acknowledges that You have almost unlimited choices in selecting a Website to accommodate Your needs, and that Your selection of Orthobrain is completely voluntary. In that regard, You agree, by entering into this Agreement, that You will be strictly bound to all of the terms and conditions set forth herein. You acknowledge that good and valuable consideration has been exchanged between the Parties, including access to, and use of, information or services available through this Website.
2. Privacy policy. Before you continue using our Website, we advise you to read our Privacy Policy located at: https://orthobrain.com/privacy-policy/ regarding our user data collection. It will help you better understand our practices.
3. General Use Provisions and Copyright.
a. You acknowledge that Orthobrain has spent valuable time and effort in developing this Website. Thus, all materials provided on this Website, including but not limited to all text, logos, designs, graphics, images, sounds, information, software, documents, products, and services (collectively, the "Materials"), and the selection, arrangement and display thereof, are the copyrighted works of Orthobrain. All Materials herein and all Orthobrain software are proprietary to Orthobrain and protected by worldwide copyright and other intellectual property laws and regulations. Except as stated herein or otherwise agreed in writing between the Parties, none of the Materials may be modified, copied, reproduced, distributed, republished, downloaded, displayed, sold, compiled, posted or transmitted in any form or by any means, including but not limited to, electronic, mechanical, photocopying, recording or other means, without the prior express written permission of Orthobrain. Such permission shall be provided at the sole and absolute discretion of Orthobrain.
b. As a user of Orthobrain’s Website You may be asked to create a user profile. You are responsible for safeguarding any user names and passwords in connection with such use. You must advise Orthobrain immediately if you determine someone has gained unauthorized access to Your account or credentials used for logging in to the Website. Orthobrain reserves all rights to, at any time, for any reason or no reason, terminate accounts or remove access to its Website.
4. Limited License. Orthobrain appreciates the opportunity to enter into this Agreement with You. Thus, as part of the Agreement, Orthobrain hereby authorizes You to view and use the materials available on this Website. Except as expressly provided above, nothing contained herein shall be construed as conferring, by implications, estoppel or otherwise, any license or right under any patent, trademark, or copyright of Orthobrain.
4. Trademarks. You acknowledge that Orthobrain and other third parties have made considerable efforts to increase the visibility, and therefore the value, of its trademarks, trade names, and service marks (the "Marks"). As such, the Marks displayed on this Website are the property of Orthobrain or other third parties. Users are not permitted to copy or otherwise use these Marks without the prior written consent of Orthobrain or such third party which may own the Mark.
6. Compliance with Laws, Export Controls. You acknowledge that the software and any accompanying documentation and/or technical information is subject to applicable export control laws and regulations of the U.S.A. You agree not to export or re-export the software, directly or indirectly, to any countries that are subject to U.S. export restrictions.
7. Devices. You acknowledge that Orthobrain has spent considerable time and money in providing these Materials to You and various other individuals. Thus, You acknowledge that Orthobrain has an interest in maintaining a relatively responsive and reliable Website. As such, You agree that You will not use any robot, spider, other automatic device, or manual process to monitor or copy our Web pages or the content contained herein without our prior express written permission. You agree that You will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Orthobrain site or any listing, offer or transaction being conducted on our site. You agree that You will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure.
8. No Unlawful or Prohibited Use. As a condition of Your use of this Website, You warrant to Orthobrain that You will comply with all applicable laws, statutes, ordinances and regulations regarding Your use of our Materials and any related activities. In addition, You warrant that You will not use this Website in any way prohibited by these terms, conditions, and notices.
9. Links to Third-Party Websites. In an effort to provide better service to You, Orthobrain may provide links to websites operated by parties other than Orthobrain. Such hyperlinks are provided for reference only. You acknowledge that Orthobrain does not control such Websites and is not responsible for their content. Orthobrain's inclusion of hyperlinks to such websites does not imply any endorsement of the material on such websites or any association with their operators. If You decide to access any of the third-party sites linked to this Website, You do so entirely at Your own risk.
10. General Disclaimer. Although Orthobrain has attempted to provide accurate and functioning Materials, Orthobrain assumes no responsibility for the accuracy or functionality of the Materials. All Materials provided on this Website are provided "as is" with all faults without warranty of any kind, either express or implied. Orthobrain hereby disclaims all warranties, express or implied, including, without limitation, those of merchantability, fitness for a particular purpose, title and non-infringement or arising from a course of dealing, usage or trade practice, except to the extent such disclaimers are held to be legally invalid.
11. Patient Consent. By submitting a case to Orthobrain, You represent and warrant that You have obtained the appropriate patient consent, including disclosure, that You may share their medical records with third parties in order to facilitate treatment at Your direction. Obtaining this consent is Your sole responsibility, and Orthobrain shall in no event be liable for damages of any kind arising out of an allegation that such consent was not properly obtained.
12. Limitation on Liability. Neither Orthobrain nor any of its directors, members, managers, employees, agents, vendors, or suppliers will be liable for any direct, indirect, special, punitive, consequential or incidental damages including, without limitation, lost profits or revenues, costs of replacement goods, loss or damage to data arising out of the use or inability to use this Website or any Orthobrain services, or damages from the use of or reliance on the information present on this Website, even if Orthobrain has been advised of the possibility of such damages.
13. Modification of the Website. Orthobrain (and/or its suppliers) reserves the right in its sole discretion to improve, modify, or remove any Materials appearing on the Website. Orthobrain may discontinue or revise any or all aspects of the Website in its sole discretion and without prior notice.
14. Modification of These Terms of Use. Orthobrain reserves the right to change the terms, conditions, and notices under which the Materials are offered at any time. Modification of this Agreement will be deemed effective upon publication on the Website. It is Your responsibility to check terms and conditions of this Agreement at the time of each use. For this reason, You agree that You will be bound by this Agreement and any future modification of this Agreement.
15. Severability. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in effect.
16. Entire Agreement. This Agreement and all other agreements, exhibits, and schedules referred to in this Agreement constitute(s) the final, complete, and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings or agreements of the parties. This Agreement may not be contradicted by evidence of any prior or contemporaneous statements or agreements. No party has been induced to enter into this Agreement by, nor is any party relying on any representation, understanding, agreement, commitment, or warranty outside those expressly set forth in this Agreement.
17. Choice of Law and Choice of Forum. This Agreement is governed by the laws of the State of Ohio, without regard to its conflicts of laws principles. You hereby consent to the exclusive jurisdiction and venue of courts in Cuyahoga County, Ohio, in all disputes arising out of or relating to the use of this Website or the Materials. Use of this Website is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph.
18. Services Not Provided. In connection with Your use of the Orthobrain Website and the Materials, You acknowledge and agree as follows: (a) Orthobrain is not responsible for the content of, nor does it endorse, the third-party Websites to which You may link using this Website; (b) Orthobrain does not guarantee the accuracy of any information available on this Website, and is not responsible for any errors, omissions, or misrepresentations, and all information obtained on this Website must be verified independently; (c) Orthobrain may make changes to this Website and the Materials at any time and without notifying You or receiving Your consent; and (d) while Orthobrain complies with state and federal civil rights laws, Orthobrain does not monitor transmissions of information by others and thus assumes no liability for others' failures to comply with such laws.
19. Contract Interpretation. Having fully read and understood this Agreement, You agree that any ambiguity in this Agreement shall be strictly construed in favor Orthobrain.
20. Fully Read and Understood. By clicking the “I agree” button You agree that You have fully read and understood this Agreement and are voluntarily agreeing to all of the terms and conditions of this Agreement. By clicking through this Agreement, You also are agreeing to be strictly bound by all of the terms and conditions of this Agreement.