Terms Of Service
From our team at Edu•rrhaphy, thank you for using our services! This Terms of Service, or TOS, provides the rules and regulations that will govern the use of our products.
When we say “Edu•rrhaphy”, “Company”, “we, “our”, or “us” in this document, we are referring to Edurrhaphy, LLC. When we say “you” or “Customer,” we mean the individual or entity on whose behalf an account was created and who is bound by this TOS. If you are an institutional customer (entity), you agree to be liable for acts and omissions of your end users and to flow down applicable provisions of this TOS to your end users.
When we say “services” we mean any product created and maintained by Edurrhaphy LLC, whether delivered within a web browser, desktop application, mobile application, or another format now known or hereafter developed. When we say “user content” we mean text, images or videos of surgical operations, educational explanations thereof, and any other materials that the user can upload to the services provided by the company.
We may update these Terms of Service in the future. Whenever we make a significant change to our policies, we will announce them on our company website and over email to our users.
When you use our services, now or in the future, you are agreeing to the latest Terms of Service. This is true for all existing and future products, and all features added to our services over time. There may be times when we do not exercise or enforce any right or provision of the Terms of Service; in doing so, we are not waiving that right or provision. These terms do contain a limitation of our liability.
If you violate any of these terms, we may terminate your account with or without notice.
Grant of Rights
- Subject to payment of all required fees and compliance with the terms of this TOS, Company grants to you a limited, non-exclusive, worldwide, non-transferable license to access the services, for your internal use only. Your access may not be transferred, sublicensed, or assigned.
- Subject to this grant of rights, the Company reserves all rights in and to the services, including all intellectual property rights, and Customer shall not create any derivative works based on the services, nor reverse engineer the services or copy any features, functions, or other elements of the services.
- Company will also provide general support to allow Customers to access the services.
- You are responsible for maintaining the security of your account and password (the “login credentials”) and liable for any damages resulting from any use of your account or login credentials, whether or not actually authorized by you. The Company cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
- You may not use the services for any purpose outside of the creation and sharing of educational materials for learning medicine.
- You are responsible for all user content posted or uploaded, and any activity that occurs under your account. That includes content by others who have access to your login credentials.
- You must be over the age of 18.
- You must be a human. Accounts registered by “bots” or other automated methods are not permitted and will be terminated with or without notice.
- You agree that you are responsible for your own data. The company does not provide backup services. You will at all times maintain appropriate backups of any data or user content that you upload to the services.
During the term of this TOS and for a period of five (5) years thereafter, neither party shall disclose any terms or pricing or any confidential or proprietary information disclosed by the other party (“Confidential Information”). Confidential Information shall remain the property of the disclosing party and shall include all information that is labeled as “Confidential” or “Proprietary” or that should be reasonably understood to be confidential or proprietary under the circumstances, regardless of whether it is so marked. Confidential Information may not be disclosed to any person or entity except for the recipient’s employees, contractors, consultants, lenders and/or legal advisors who have a need to know and who are bound in writing to protect the information from unauthorized use or disclosure. The term “Confidential Information” does not include any information which: (i) was already known by the receiving party free of any obligation to keep it confidential at the time of its disclosure; (ii) becomes publicly known through no wrongful act of the receiving party; (iii) is rightfully received from a third person without knowledge of any obligation of confidentiality; (iv) is independently acquired or developed without violating any of the obligations under this Agreement; or (v) is approved for release by written authorization of the disclosing party. Further, the recipient may disclose Confidential Information pursuant to a judicial or governmental request, requirement, or order; provided that the recipient shall, if legally permitted to do so, take all reasonable steps to give the disclosing party sufficient prior notice to contest such request, requirement, or order. Confidential Information shall be returned to the disclosing party or destroyed upon request of the disclosing party upon termination of this TOS. Recipient shall utilize Confidential Information only for the purposes of this TOS and shall protect it from disclosure using the same degree of care used to protect its own Confidential Information, but in no event less than a reasonable degree of care.
- These services provide information about the general principles of medicine, surgery and other medical procedures and are not intended as a working guide to patient care, drug administration, or treatment.
- You agree that the services and information on this website are not meant to be, and shall not be, a substitute for the advice of a physician or other licensed and qualified health care professional.
- These services are not to be used to diagnose or treat any health problems.
- You should always consult a physician prior to taking any action based upon any medical or health-related information found in our services.
- Information in these services may refer to drugs, services, or techniques that are subject to government regulation, and it is the responsibility of the treating practitioner to comply with all applicable laws.
- Although we make every attempt to ensure the accuracy of information present in our services, we make NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, expressed or implied with respect to the completeness, accuracy, or currency of the information presented.
- The Company does not assume and expressly disclaims any liability for any injury and/or damage to persons or property arising from or related to the material in our services.
Educational Use Only
- The website, services, and all user content, other content and content creation tools are for educational and/or learning use only. The Company is not responsible for the use of any knowledge, information, or facts gained through the use of these services in the practice of medicine, medical research, or any other applications related to medicine or science.
- The services provided by the Company are NOT DESIGNED TO BE USED, AND SHALL NOT BE USED, WITH PROTECTED HEALTH INFORMATION (PHI). Learn more about PHI and the Health Insurance Portability and Accountability Act of 1996 (HIPAA).
- By using our services, you agree that (i) you take full responsibility for and shall be liable for any user content uploaded by your account, and (ii) NONE of the user content you upload or contribute to the services provided by the Company will contain PHI in any form.
- PHI, as defined by the Privacy Rule, is individually identifiable health information, including any demographic data, that (i) relates to the individual's past, present, or future physical or mental health or condition; the provision of health care to the individual; or past, present, or future payment for the provision of health care to the individual; and (ii) identifies the individual or for which there is a reasonable basis to believe it can be used to identify the individual.
- There are no restrictions on the use or disclosure of de-identified healthcare information.
- By using our services, you agree that any content uploaded to the Company’s services WILL CONTAIN NO PHI WHATSOEVER, AND YOU REPRESENT AND WARRANT THAT THE INFORMATION UPLOADED TO THE COMPANY CANNOT BE USED TO IDENTIFY ANY INDIVIDUAL.
- This means that any surgical video or image you upload to our services cannot contain any native audio from the original surgery, any full face or otherwise identifying patient images, any mention of the date or location of the procedure, or any other information specified above. Be careful to ensure that none of this information is hidden within your video, for example as a file name that shows up in your media player.
- If you find content that contains PHI on any of our services, please notify us at email@example.com so we can immediately remove the content from our services and notify the user that uploaded the information.
Payments, Refunds, and Plan Changes
- For paid services that offer a free trial, we explain the length of trial when you sign up. After the trial period, you need to pay in advance to keep using the service. If you do not pay, we will freeze your account and it will be inaccessible until you make payment. If your account has been frozen for a while, we will queue it up for auto-cancellation.
- If you upgrade from a free plan to a paid plan, we will charge your card immediately and your billing cycle and subscription period start on the day of the upgrade. For other upgrades or downgrades in plan level, the new rate starts from the next billing cycle.
- All fees are exclusive of taxes, levies, or duties imposed by taxing authorities. When required, we will collect those taxes on behalf of the taxing authority and remit those taxes to taxing authorities.
Cancellation and Termination
- You are solely responsible for properly canceling your account via the customer portal or other provided means. If you have issues canceling your account, you can always contact us at firstname.lastname@example.org.
- All your user content will be inaccessible from the services upon cancellation. All personally identifiable information is deleted within 30 days, after which time it is non-recoverable.
- Each individual user may request removal of their uploaded educational content not later than 30 days following account termination. However, if this removal is not requested, this content will be de-identified and maintained on edurrhaphy.com as a resource for our other users, and you hereby grant to us an irrevocable, worldwide, fully-paid license to use any such content in de-identified fashion in perpetuity. De-identified derivative works created using raw media from user uploads prior to account termination will not be removed.
- If you cancel your service before the end of your current paid up billing cycle, your cancellation with take effect immediately and you will not be charged again. We do not prorate unused time in the last billing cycle.
- We have the right to suspend or terminate your account and refuse any and all current or future use of our services for any reason at any time. Suspension means that you will not be able to access the account or any content within it. Termination will furthermore result in deletion of your account and the forfeiture and relinquishment of all user content in your account. We also reserve the right to refuse the use of the services to anyone for any reason at any time.
- Verbal, physical, written, or other abuse (including threats of abuse or retribution) of a Company employee or officer will result in immediate account termination.
Restrictions on Use
- You may not use our service to make or disseminate work that uses the intellectual property of others in unauthorized fashion
- You may not use our software in a way that violates applicable federal, state or local law
- You may not use our software to host PHI
- You may not use our software to create or store content that is not related to surgical or medical education
- You may not share materials uploaded to our servers without consent of the client that created them
- Sometimes we change the pricing structure for our products. If we change prices for existing customers, we will give at least 30 days’ notice and notify you via the email address on record.
Copyright and Content Ownership
- All content posted on the services must comply with U.S. copyright law. Please contact us with any copyright infringement claim.
- By submitting user content to our services, you certify that you are at least 18 years old.
- As between you and the Company, you own all rights to your user content. If you submit user content to our services, you represent and warrant that such user content is original to you (or your end user, as applicable) and that you (or your end user) own all right, title, and interest in and to the user content. You and your end user also grant us a worldwide, non-exclusive, transferable, sublicensable, royalty-free right and license to use, reproduce, modify, create derivative works of, distribute, publicly perform, display, archive, and commercialize your user content, in our sole discretion, in all formats and all media channels now known or hereafter discovered, without any acknowledgment or compensation to you or anyone else. We are not obligated to post, display, or otherwise use any user content, or attribute your user content to you. You will not make or authorize any claim of infringement against us.
- Your content will be available only to your training program at your request. However, not all surgeons-in-training are lucky enough to have institutions or educators invested in creating high quality content for them. If you provide consent, we will allow other users of Edurrhaphy to view and learn from your educational content--allowing the positive impact of your technical knowledge and expertise to spread far beyond your institution. Your decision not to allow other Edurrhaphy users to view your original content shall have no effect on the license granted to us under the previous bullet point.
- We do not pre-screen content but reserve the right to refuse or remove any content available via the service at our sole discretion.
- You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Services, use of the Services, or access to the Services without the express written permission by the company.
- You must not falsely imply that the services or the Company are associated with any third party.
Features and Bugs
- We design our Services with care, based on our own experience and the experiences of customers who share their time and feedback. However, there is no such thing as a service that pleases everybody. We make no guarantees that our Services will meet your specific requirements or expectations.
- We also test all of our features extensively before shipping them. As with any software, our Services inevitably have some bugs. We track the bugs reported to us and work through priority ones, especially any related to security or privacy. Not all reported bugs will get fixed and we don’t guarantee completely error-free Services.
Warranties, Disclaimers, Liability, Indemnity
- Each party represents and warrants that it has the power, authority, and legal right to enter into this TOS and to perform its obligations hereunder.
- Customer represents and warrants to Company that (i) it has the experience and knowledge necessary to use the services; (ii) it will comply with all laws and regulations that apply to its use of the services; and (iii) it has sufficient knowledge to administer and operate the functions of the services in order to obtain the benefit thereof.
- NOTWITHSTANDING ANY ORAL OR WRITTEN COMMUNICATIONS BETWEEN THE PARTIES ABOUT THE SERVICES, EXCEPT AS EXPRESSLY STATED IN THIS TOS AND TO THE FULL EXTENT PROVIDED BY LAW, NEITHER COMPANY NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR REPRESENTATIVES MAKES ANY WARRANTIES OF ANY KIND, ORAL OR WRITTEN, EXPRESS OR IMPLIED, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, COMPLETE SECURITY, FREEDOM FROM ERRORS, NON-INTERRUPTION, NON-INTERFERENCE OR NON-INFRINGEMENT. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT (WITHOUT REFERENCE TO THE INVOICE WHICH IS EXCLUDED FROM THIS DEFINITION OF “AGREEMENT”), ACCESS PROVIDED UNDER OR ASSOCIATED WITH THIS AGREEMENT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
- YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE COMPANY SHALL NOT BE LIABLE, IN LAW OR IN EQUITY, TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUE, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; (V) OR ANY OTHER MATTER RELATING TO THIS TERMS OF SERVICE OR THE SERVICES, WHETHER AS A BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE WHETHER ACTIVE OR PASSIVE), OR ANY OTHER THEORY OF LIABILITY.
- Company shall indemnify and defend you from and against, or at our options, settle, any claim, suit, or proceeding brought or threatened against you to the extent it is based upon a claim that the service infringes any U.S. patent or registered copyright. This indemnity is conditioned upon the Customer notifying Company promptly, in writing, of the claim and giving Company full authority, information, and assistance for the defense and settlement of such claim. Customer shall have the right to participate in the defense of the claim at Customer’s expense. If such claim has occurred, or in Company’s opinion is likely to occur, Customer agrees to permit Company, at Company’s option and expense, either to: (i) procure for Customer the right to continue using the software; (ii) replace an individual component of the service with a product or service, regardless of manufacturer, performing the same or similar function as the infringing aspect of the service, or modify the same so that it becomes non-infringing; or (iii) if neither of the foregoing alternatives is reasonably available, immediately terminate Company’s obligations (and Customer’s rights) under this TOS with regard to such service and refund to Customer the fee received by Company from Customer prorated for the period of time prior to the date of termination in which Customer had use of the software. This shall be Customer’s only remedy, and Company’s only obligation to Customer, should a third party allege that the software infringes any issued U.S. patent or registered copyright. This indemnity applies to the service only and is null and void to the extent your user content is the basis for any relevant claim, suit, or proceeding.
- Customer agrees to indemnify, defend and hold harmless Company, Company’s parent, subsidiary and affiliated companies, third party service providers and each of their respective officers, directors, employees, shareholders and agents (each an “indemnified party” and, collectively, “indemnified parties”) from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to, reasonable attorney’s fees) threatened, asserted, or filed by a third party against any of the indemnified parties arising out of or relating to: (i) Customer’s use, or its end users’ use, of the services; (ii) any violation by Customer, or end users, of applicable law; (iii) any breach of any of Customer’s representations, warranties or covenants contained in this TOS; and/or (iv) any acts or omissions by Customer.
- The validity, interpretation, and performance of this TOS, and of the agreements and policies that apply to the Services, shall be controlled by and construed under the laws of the State of Wisconsin, United States of America, as if performed wholly within the state and without giving effect to the principles of conflict of law. You agree that jurisdiction and venue are proper in the state courts located in Dane County, Wisconsin, or the U.S. District Court for the Western District of Wisconsin located in Madison, Wisconsin. The parties specifically disclaim the UN Convention on Contracts for the International Sale of Goods.
- No waiver of rights under this TOS, or any policy of ours, and no agreement between us and you shall constitute a subsequent waiver of this or any other right under this TOS.
- This TOS may be assigned by us. It may not be assigned by you. This TOS shall bind and inure to the benefit of the corporate successors and permitted assigns of the parties.
- In the event that any of the terms of this TOS become or are declared to be illegal or otherwise unenforceable by any court of competent jurisdiction, such term(s) shall be null and void and shall be deemed deleted from this TOS. All remaining terms of this TOS shall remain in full force and effect. Notwithstanding the foregoing, if this paragraph becomes applicable and, as a result, the value of this TOS is materially impaired for either party, as determined by such party in its sole discretion, then the affected party may terminate this TOS by written notice to the other.
- This TOS does not create any agency, partnership, joint venture, or franchise relationship. Neither party has the right or authority to, and neither party shall, assume or create any obligation of any nature whatsoever on behalf of the other party or bind the other party in any respect whatsoever.
- This TOS constitutes the complete expression of the parties’ agreement with respect to the subject matter hereof and shall replace and supersede all other prior or contemporaneous agreements, whether express or implied, oral or written.
- We shall not be liable for any delay or failure in performance due to events outside our reasonable control, including without limitation acts of God, earthquake, labor disputes, shortages of supplies, riots, war, fire, epidemic or other public health crisis, fiber cuts, failure of telecommunication carriers, delays of common carriers or other circumstances beyond our reasonable control. Our obligations and rights shall be extended on a day-to-day basis for the time period equal to the period of the excusable delay. If affected by such an occurrence, we will notify you as soon as possible, but in no event less than ten days from the beginning of the event.
- Any notice required to be given to you under this TOS will be sent to you at the address you provide to us, which you agree to keep current at all times, or by means of our customer portal/dashboard feature. Any notice required to be given to us under this TOS will be sent to Edurrhaphy’s Customer Support Portal.
Adapted from the Basecamp open-source policies / CC BY 4.0.