AGREEMENT FOR USE OF orthobrain WEBSITE (“AGREEMENT”)
1. Agreement for Use of orthobrain Website (“Agreement”), Entered Between You and orthobrain LLC (hereafter “orthobrain”), collectively designated as “Parties.” The following terms and conditions (the “Terms and Conditions”), along with the User Content and Conduct Policy (found at https://yourorthobrain.com/conduct-policy/), 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 acceptance of these Terms and Conditions, in addition to other terms and conditions that may be imposed with notice to you (such as, for example 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. General Use Provisions and Copyright. 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. 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 discretion of orthobrain.
orthobrain acknowledges that, from time to time, You may upload content (also designated as “Your Uploaded Data”) to orthobrain through this Website. You acknowledge that orthobrain takes no responsibility whatsoever for Your Uploaded Data. You also acknowledge and agree that orthobrain has no obligation to either review, modify, save, preserve, safeguard, or take any other action whatsoever with reference to Your Uploaded Data unless and until You agree to and accept the Independent Contractor Agreement for Health Care Providers (available at https://yourorthobrain.com/doctor-agreement/).
3. 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.
5. 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 United States of America. You agree not to export or re-export the software, directly or indirectly, to any countries that are subject to U.S. export restrictions.
6. 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 expressed 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.
7. 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.
8. 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 contents. 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.
9. 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.
10. 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.
To the extent that that You advise orthobrain of any dissatisfaction with orthobrain, You agree that You will do so according to the express procedure set forth herein. In return, orthobrain shall attempt to reasonably cure such dissatisfaction. You agree that orthobrain’s assessment of what would be a reasonable cure shall be binding, and You will not contest orthobrain’s assessment. In the event that You choose to dispute orthobrain’s assessment of what would be a reasonable cure, You agree to pay both Your costs and orthobrain’s costs in resolving the dispute, regardless of whether or not You prevail in disputing orthobrain’s assessment. You agree to pay all of orthobrain’s costs because You understand and agree that orthobrain has limited assets to divert to the resolution of any such dispute. Such costs shall include court fees, attorneys’ fees, filing fees, incidental costs, travel costs, lodging expenses, and any other costs, both foreseeable and unforeseeable, that are incurred by orthobrain in defending against such action.
11. Opportunity to Cure. Despite the express Limitation on Liability, as set forth herein, orthobrain seeks to maintain good relations with those who use the Materials. However, orthobrain has limited assets and limited capacity to address certain issues. Thus, due to such limitations, orthobrain sets forth the following procedures for reporting any dissatisfaction. Strict compliance with these procedures is necessary, since an email filter at notice@yourorthobrain.com is specifically created to handle any such incoming email messages for reporting dissatisfaction. Given this, You agree that any deviation from these procedures shall relieve orthobrain from any efforts to cure or accommodate Your dissatisfaction.
You acknowledge that these procedures are reasonable and that You will strictly adhere to these procedures for reporting any dissatisfaction with orthobrain. Should there be any dissatisfaction with any of the services offered by orthobrain or any of the contents on the website, You agree to provide express written notice to orthobrain and provide orthobrain the opportunity to cure or accommodate the alleged dissatisfaction within a three (3) month period. The three (3) month period shall begin from the date that the written notice is received by orthobrain. Such written notice shall be emailed to notice@yourorthobrain.com. The written notice shall begin with a subject line (or title), which recites, in all capital letters, “REPORTING OF DISSATISFACTION WITH orthobrain.” You agree to strictly follow these procedures for reporting any dissatisfaction, without any deviation, prior to commencing any other action, legal or equitable, against orthobrain.
If You commence any action against orthobrain prior to strictly following these procedures, and prior to providing orthobrain the opportunity to address any alleged dissatisfaction, then You agree to pay all costs associated with such action against orthobrain. Such costs shall include court fees, attorneys’ fees, filing fees, incidental costs, travel costs, lodging expenses, and any other costs, both foreseeable and unforeseeable, that are incurred by orthobrain in defending against such action. In other words, You acknowledge that orthobrain has limited resources, and, as such, You agree to incur any and all costs that are associated with defending any actions against orthobrain, whether initiated by You or by orthobrain.
12. 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.
13. 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 contract 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.
14. 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 the agreement shall continue in effect.
15. 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.
16. 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.
17. 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.
18. Contract Interpretation. Having fully read and understood this Agreement, You agree that any ambiguity in this Agreement shall be strictly construed in favor orthobrain.
19. Fully Read and Understood. 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. Thus, by clicking through this Agreement, You are agreeing to be strictly bound by all of the terms and conditions of this Agreement.
Last Updated: 2021 August 06