This website (the “Site”) and all materials, information, documents, models, animations, software, files, text, graphics, designs, images, photographs, videos, audio clips, illustrations, names, logos, trademarks, service marks, communications, and products on the Site (collectively “Materials”) are provided to you by OrthoClick®, LLC (“OrthoClick®”). By using this Site, uploading User Content, or purchasing, downloading, installing, or using any Materials, you agree to comply with and be bound by the following Terms and Conditions of Use that govern your use of the Site and your relationship with OrthoClick®. If you do not agree to these Terms and Conditions of Use, do not access this Site. Your use of this Site constitutes your acceptance of these Terms and Conditions of Use. The terms “us,” “we,” and “our” in these Terms and Conditions of Use refer to OrthoClick®. The terms “you” and “your” refer to the user or viewer of this Site.
OrthoClick® allows you to upload magnetic resonance imaging (MRI) and other forms of patient images, medical records, and other information of third parties (“User Content”) through the Site in order for us to create models, animations, photographs of animations, and other illustrations or images for your use (each a “Product,” and collectively the “Products”) based on the User Content (the “Services”).
In order provide you with the Services, it is necessary for you to grant OrthoClick® certain licenses to use your User Content. You hereby grant to OrthoClick® (and its successors, assigns, and third-party service providers) a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable, and transferable license to use, reproduce, modify, create derivative works from, distribute, publicly display, publicly perform, and otherwise exploit the User Content solely for purposes of providing you with the Services.
This Site and the Materials displayed on or contained within this Site are the property of OrthoClick® or its licensors and are protected by copyright, trademark, and other intellectual property rights, laws and treaties. You are strictly prohibited from copying, distributing, using, or publishing any portion of this Site or the Materials except as authorized in these Terms and Conditions of Use.
By uploading User Content, you represent and warrant that with respect to all User Content that you upload, (a) you have all the rights and licenses necessary to use, reproduce, publish, distribute, or otherwise exploit such User Content in connection with the Services and to grant to OrthoClick® the licenses set forth in these Terms and Conditions of Use; (b) the User Content will not infringe or otherwise violate the copyright, trademark, or other intellectual property rights of any third party; (c) the User Content will not violate the right to privacy of any third party or any third party’s right to protect, control, and authorize the use of his or her image, including images that appear on MRIs or other patient scans or images of any third party; and (d) you have the consent, release, and/or permission of each identifiable person depicted in your User Content to upload, transmit, publish, and/or disseminate his or her name and/or likeness through the User Content for purposes of obtaining the Services and to grant OrthoClick® the licenses set forth in these Terms and Conditions of Use.
You agree not to remove, alter, or change any copyright notice or other proprietary notice contained in the Site, the Materials, or Products. You agree not to remove, decompile, disassemble, or reverse engineer any Site software or disassemble, decompile, reverse engineer, modify, or otherwise reduce any computer file in which the Materials and Products are stored to a human-readable form. You agree not to or attempt to circumvent, avoid, bypass, remove, deactivate, impair or otherwise defeat any encryption, rights signaling, or copy protection technology in which the Materials and Products are contained. You further agree not to use the Site, Materials, or Products in any manner that violates applicable state, federal, or international law or the intellectual property or other rights of OrthoClick® or any third parties. Unauthorized use of the Site, Materials, or Products may subject you to civil liability, damages claims, and/or criminal penalties.
“OrthoClick®,” “OrthoClick.com” and other names, terms, symbols, logos, and designs appearing in the Site, Materials, or Products are the trademarks, service marks, and trade names of OrthoClick® (the “Marks”). You are not granted any license or right to use any of the Marks except as authorized in these Terms and Conditions of Use.
You must register with the Site and create an account in order to purchase Products from OrthoClick® or use certain areas of the Site. You must agree to these Terms and Conditions of Use in order to register and create an account, and your registration constitutes your acceptance of these Terms and Conditions of Use. You agree that any registration information that you provide to us will be accurate, current, and complete information about yourself, and you agree to maintain and update such information in order to keep it current at all times. An account may be used by, and access to the Site shall be granted through the account to, only the registered user and no account may be used by multiple users. You are solely responsible for the management of your account and your password, and you are responsible for any fees or charges for our Services that are incurred through or in connection with your account. OrthoClick® shall not be responsible for questioning, challenging, or informing you of any use of your account or password and shall not be liable for any unauthorized use of your account or password.
If you request our Services electronically through our Site, your right to Services and Products is conditioned upon your payment of the applicable fee plus any ancillary charges and applicable taxes (collectively the “Fee”). In order for us to provide the Services and the Products, you must provide OrthoClick® with your credit card or check card information (“Card”) for payment of the Fee. By submitting the User Content for the Services, you authorize OrthoClick® or its agent to charge your Card the applicable Fee. You are solely responsible for any Fees charged to your Card, as well as any overdraft fees, insufficient funds fees, and credit limit fees that you may incur from a financial institution.
In order to assist with maintaining patient or third-party privacy, all User Content submitted to OrthoClick® shall be destroyed ninety (90) days after the Products are delivered to you unless you have made other prior arrangements with OrthoClick® in writing and have paid any required additional Fee.
For a period of ninety (90) days after the Products are delivered to you, OrthoClick® warrants that the Products will be accurate representations made from the User Content submitted to OrthoClick®. You must notify OrthoClick® in writing within ninety (90) days from the date you receive the Products of any issues, asserted nonconformity, or requested changes. Your sole and exclusive remedy and OrthoClick®’s sole and entire liability for breach of this limited warranty is replacement of any nonconforming Product.
In using this Site, you agree not to post or transmit to or from the Site or to another Site user any unlawful, threatening, abusive, false, misrepresentative, or obscene information or material, unauthorized advertising or promotions, or unsolicited mass communications. You further agree not to transmit or attempt to transmit any viruses or other harmful files, codes, or programs, disrupt or attempt to disrupt the functionality of the Site or other users’ ability to use the Site, penetrate or attempt to penetrate security measures of the Site, or access or attempt to access the accounts of other Site users without authorization.
This Site may mention third-party products and services or contain links to third-party websites. OrthoClick® makes no recommendations or endorsements about such products, services, and websites. Any content contained on such third-party websites is solely the content of the website owner, and OrthoClick® does not endorse or assume liability for such content.
THIS SITE, THE MATERIALS, AND THE PRODUCTS ARE PROVIDED “AS IS” AND ON AN “AS-AVAILABLE” BASIS. EXCEPT as otherwise provided herein, ORTHOCLICK® DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ERROR-FREE OR UNINTERRUPTED SERVICE, AND ACCURACY, COMPLETENESS, AND CURRENCY OF INFORMATION. EXCEPT as otherwise provided herein, WE MAKE NO WARRANTIES THAT THE SITE, THE MATERIALS, AND THE PRODUCTS WILL BE FREE OF BUGS, ERRORS, AND PROBLEMS OR THAT WE WILL CORRECT ANY DEFECTS. NO ORAL OR WRITTEN ADVICE OR INFORMATION THAT YOU OBTAIN FROM US, EXCEPT AS OTHERWISE SET FORTH HEREIN, SHALL CREATE A WARRANTY OR REPRESENTATION. PRICE AND AVAILABILITY INFORMATION IS SUBJECT TO CHANGE WITHOUT NOTICE.
WE SHALL HAVE NO LIABILITY IN CONNECTION WITH YOUR USE OF THIS SITE OR ANY MATERIALS OR PRODUCTS, INCLUDING BUT NOT LIMITED TO LIABILITY FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, OR LITIGATION), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE, EVEN IF SUCH DAMAGES ARE FORESEEABLE, AND EVEN IF WE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
You agree to indemnify and hold harmless OrthoClick® and its members, directors, officers, employees, agents, licensees, representatives, affiliates, successors, and assigns from and against all actions, causes of action, suits, sums of money, controversies, damages, judgments, executions, claims, and demands whatsoever, in law or in equity, including but not limited to claims of copyright infringement, trademark infringement, trademark dilution, unfair competition, invasion of privacy, misappropriation of image, and negligence (including OrthoClick®’s own negligence) under federal or state law, and all costs and expenses (including attorneys’ fees) in connection therewith, arising out of or in any way related to (a) OrthoClick®’s use of the User Content in connection with the Services and the Products, (b) your breach of these Terms and Conditions of Use, and (c) your use of the Site, Materials, and Products.
These Terms and Conditions of Use shall be effective until terminated by OrthoClick®. We reserve the right to terminate these Terms and Conditions of Use and/or your right to use this Site at any item in our sole discretion. Your and our liability or responsibility under these Terms and Conditions of Use shall survive (a) the termination of these Terms and Conditions of Use and (b) the termination, for any reason, of your right to use the Site. Your or our liability or responsibility arising under these Terms and Conditions prior to their amendment or modification shall survive such amendment or modification.
These Terms and Conditions of Use and your and our rights and privileges with respect to the Services and the Products shall be governed by and construed in accordance with the laws of the state of Missouri, without regard to its conflict of law provisions, and the United States of America. Any dispute under or in connection with these Terms and Conditions of Use or your use of the Site shall be subject to, and you hereby submit to, the exclusive jurisdiction of and the personal jurisdiction within the state and federal courts within Greene County, Missouri. In the event OrthoClick® brings any action at law or in equity against you to enforce any of the terms hereof and prevails, you agree to pay to OrthoClick® all costs, fees, and expenses, including reasonable attorneys’ fees, incurred by OrthoClick® in connection with such action.
The failure in one or more instances of OrthoClick® to insist upon performance of any of the terms, conditions, and covenants set forth in these Terms and Conditions of Use, or the failure of OrthoClick® to exercise any right or privilege conferred herein, shall not be construed thereafter as waiving its right to insist upon the performance of such terms, conditions, and covenants or the right to exercise such rights and privileges, which rights shall continue and remain in full force and effect as if no forbearance had occurred.
You may not assign or transfer your rights or obligations under these Terms and Conditions of Use without the prior written consent of OrthoClick®. Any attempted assignment or transfer without such prior written consent from OrthoClick® shall be null and void. These Terms and Conditions of Use shall be binding on, and shall inure to the benefit of, the parties hereto and their respective heirs, legal representatives, successors and permitted assigns.
These Terms and Conditions of Use constitute the entire agreement between you and OrthoClick® with regard to the matters set forth herein and supersede all prior representations, understandings, and agreements, oral or written. The subject headings of these Terms and Conditions of Use are included for the purpose of convenience only and shall not affect the construction or interpretation of any of its provisions. If any provision of these Terms and Conditions of Use is adjudged by any court of law to be void or unenforceable, in whole or in part, such adjudication shall not be deemed to affect the validity of the remainder of the Terms and Conditions of Use, including any other provision, paragraph, or subparagraph. Each provision, paragraph, and subparagraph of these Terms and Conditions of Use is separable from every other provision, paragraph, and subparagraph and constitutes a separate and distinct covenant.
Last modified _________________ 2014.