The Terms of Service help define OrthoEdge's relationship with you as you interact with our services. 
Our services are subscription-based and will be reviewed with you, as a client, during the contract formation and review process.

TERMS OF SERVICE

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SERVICE.

BY USING THE SERVICE, CLICKING AGREE OR OTHER FORM OF ASSENT, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF OR FOR THE BENEFIT OF YOUR EMPLOYER OR A THIRD PARTY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY AUTHORITY TO AGREE TO THIS AGREEMENT ON THEIR BEHALF.

This agreement is between OrthoEdge Solutions, LLC, a Georgia limited liability company (OrthoEdge), and the Customer agreeing to these terms (Customer).

1.   SOFTWARE SERVICE.

This agreement and the applicable order provide Customer access to and usage of an Internet-based software service, including, without limitation, its features, functions, and user interface, and underlying software, as specified on an order (Service).

2.   USE OF SERVICE.

a.    Customer Owned Data. All data uploaded by Customer to the Service remains the property of Customer, as between OrthoEdge and Customer (Customer Data). Customer represents and warrants to OrthoEdge that Customer has provided all required notices and has obtained all required licenses, permissions, and consents regarding Customer Data for use within the Service under this agreement. During the term of an order, Customer grants OrthoEdge the right to use the Customer Data to provide, maintain and enhance its Service and associated systems.

b.    Onboarding. OrthoEdge will help Customer onboard to the Service, and Customer will perform the onboarding tasks at [insert link to R&R chart].

c.    Customer Responsibilities. Customer: (i) must keep its passwords secure and confidential and use industry-standard password management practices; (ii) is solely responsible for Customer Data and all activity in its account in the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify OrthoEdge promptly of any such unauthorized access; and (iv) may use the Service only in accordance with the Service's User Guide and applicable law.

d.    OrthoEdge Support. OrthoEdge must provide Customer support for the Service under the terms of OrthoEdge's Customer Support Policy (Support), which is located at info@orthoedge.net and set out in Exhibit A.

e.    30-Day Trial Version. If Customer has registered for a trial use of the Service, Customer may access the Service for a 30-day time period (unless extended by OrthoEdge in writing). The Service is provided 'AS IS', with no warranty during this time period. All Customer Data will be deleted after the trial period, unless Customer converts its account to a paid Service.

f.     Third Party Service. The Service interoperates with third party services (Third Party Service), and it depends on continuing availability of and access to Third Party Service, including application programming interfaces, for full functionality of the Service. Customer is responsible for obtaining all rights and the payment of all fees associated with all Third Party Service for purposes of this agreement.

3.   SERVICE LEVEL AGREEMENT AND WARRANTY.

a.    Warranty. OrthoEdge warrants to Customer that: (i) OrthoEdge will not materially decrease the overall security of the Service; (ii) the Service will perform materially in accordance with its technical documentation; and (iii) OrthoEdge will neither materially decrease the overall functionality of the Service nor the scope of Support. For any breach of this warranty, Customer’s exclusive remedies are those described in the “Mutual Termination for Material Breach” and “Effect of Termination” sections set forth in this agreement.

b.    DISCLAIMER. ORTHOEDGE DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. WHILE ORTHOEDGE TAKES REASONABLE PHYSICAL, TECHNICAL, AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, ORTHOEDGE DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED.

4.   PAYMENT.

a.    Fees and Payment. Customer must pay all fees as specified on the order, but if not specified, then within 30 days of receipt of an invoice. The fees are exclusive of sales, use, withholding, VAT and other similar taxes, and Customer is responsible for payment of such taxes at the rate and in the manner for the time being prescribed by law. If OrthoEdge has the legal obligation to pay or collect taxes for which Customer is responsible under this section, OrthoEdge will invoice Customer and Customer will pay that amount unless Customer provides OrthoEdge with a valid tax exemption certificate authorized by the appropriate taxing authority. This agreement contemplates one or more orders for the Service, which orders are governed by the terms of this agreement.

b.    Nonpayment.  Any invoiced amount not received by OrthoEdge by the due date may accrue interest at the lesser rate of 1.5% per month or the maximum rate permitted by law. In addition, if an invoiced amount is 30 days or more past due, OrthoEdge may suspend Service and Support until the amount is paid in full, provided OrthoEdge has given Customer at least 30 days’ prior written notice that its account is past due.

5.   MUTUAL CONFIDENTIALITY AND DATA SECURITY.

a.    Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). OrthoEdge's Confidential Information includes, without limitation, the Service, and pricing information. Customer's Confidential Information includes, without limitation, the Customer Data.

b.    Protection of Confidential Information. Recipient must use the same degree of care that it uses to protect the confidentiality of its
own confidential information of like kind (but not less than reasonable care) to: (i) not use any Confidential Information of Discloser for any purpose outside the scope of this agreement; and (ii) limit access to Confidential Information of Discloser to those of its and its affiliates’ employees
and contractors who need that access for purposes consistent with this agreement and who have signed confidentiality
agreements with Recipient containing protections not materially less protective of the Confidential Information than
those in this agreement.

c.    Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser; (ii) was known to the Recipient before its disclosure by the Discloser without breach of any obligation owed to the Discloser; (iii) is received from a third party without breach of any obligation owed to Discloser; or (iv) is independently developed by the Recipient without use of or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.

d.    Data Security Measures.

                           i.        Security Measures. OrthoEdge: (i) implements and maintains reasonable security measures appropriate to the nature of the Customer Data including, without limitation, technical, physical, administrative, and organizational controls, designed to maintain the confidentiality, security, and integrity of the Customer Data; (ii) implements and maintains industry standard systems and procedures for detecting, preventing, and responding to attacks, intrusions, or other systems failures and regularly tests, or otherwise monitors the effectiveness of the safeguards’ key controls, systems, and procedures; (iii) designates an employee or employees to coordinate implementation and maintenance of its Security Measures; and (iv) identifies reasonably foreseeable internal and external risks to the security, confidentiality, and integrity of the Customer Data that could result in the unauthorized disclosure, misuse, alteration, destruction, or other compromise of such information, and assesses the sufficiency of safeguards in place to control these risks (collectively, Security Measures).

                          ii.        Notice of Data Breach. If OrthoEdge becomes aware that Customer Data was accessed or disclosed in breach of this agreement, OrthoEdge will so notify Customer without undue delay, immediately act to eliminate the breach and preserve forensic evidence, and provide available information to Customer regarding the nature and scope of the breach.

6.   PROPERTY.

a.    Reservation of Rights. OrthoEdge and its licensors are the sole owners of the Service, including all associated intellectual property rights, and they remain only with OrthoEdge. Customer may not remove or modify any proprietary marking or restrictive legends in the Service. OrthoEdge reserves all rights that are not expressly granted in this agreement.

b.    Restrictions. Customer may not: (i) sell, resell, rent, or lease the Service or use it in a service-provider capacity; (ii) use the Service to store or transmit unsolicited marketing emails, libelous, or otherwise objectionable, unlawful, or tortious material, or to store or transmit infringing material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or its related systems or networks; (v) reverse engineer the Service except as allowed by applicable law despite this limitation; or (vi) access the Service to build a competitive service or product, or copy any feature, function, or graphic for competitive purposes. OrthoEdge may suspend Service to Customer if OrthoEdge believes in good faith that Customer’s use of the Service poses an imminent threat to the security, availability or legality of the Service; in such event, OrthoEdge will work with Customer to address the issue and restore Service as quickly as possible.

c.    Statistical Information. OrthoEdge may compile statistical information related to the Service and may make such information publicly available, provided that such information does not identify Customer Data, and there is no means to re-identify Customer Data. OrthoEdge retains all intellectual property rights in such information.

7.   TERM AND TERMINATION.

a.    Term. This agreement continues until the 30th day after all orders have expired, unless earlier terminated as provided below.

b.    Term of Orders.  The term of each order must be specified in the order.

c.    Mutual Termination for Material Breach. If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 30-day notice/cure period, if the breach has not been cured.

d.    Return of Customer Data.

·      Within 30 days after termination, upon request OrthoEdge will make the Service available for Customer to export Customer Data as provided in Section 2(a).

·      After such 30-day period, OrthoEdge has no obligation to maintain the Customer Data and may destroy it.

e.    Effect of Termination. If this agreement is terminated for OrthoEdge's breach, OrthoEdge will refund Customer fees prepaid for the remainder of the term of all orders after the termination effective date. If this agreement is terminated for Customer’s breach, Customer will pay any unpaid fees for the term of all orders. Upon request, following any termination of this agreement, each party will destroy or return all of the other party’s property that it holds, subject to the “Return of Customer Data” section above.

8.   LIABILITY LIMIT.

a.    EXCLUSION OF INDIRECT DAMAGES. ORTHOEDGE IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY; LOSS OF OR UNAUTHORIZED ACCESS TO DATA OR INFORMATION; AND LOST PROFITS, REVENUE, OR ANTICIPATED COST SAVINGS), EVEN IF IT KNOWS OF THE POSSIBILITY OR FORESEEABILITY OF SUCH DAMAGE OR LOSS.

b.    TOTAL LIMIT ON LIABILITY. EXCEPT FOR ORTHOEDGE'S INDEMNITY OBLIGATIONS, ORTHOEDGE'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, OR OTHERWISE) DOES NOT EXCEED THE AMOUNT PAID BY CUSTOMER WITHIN THE 12-MONTH PERIOD PRIOR TO THE EVENT THAT GAVE RISE TO THE LIABILITY, EXCEPT THAT THE ABOVE LIMITATION DOES NOT APPLY TO CUSTOMER'S PAYMENT OBLIGATIONS FOR THE SERVICE.

9.   INDEMNIFICATION FOR THIRD-PARTY CLAIMS.

a.    OrthoEdge will defend or settle any third-party claim against Customer to the extent that such claim alleges that OrthoEdge technology used to provide the Service infringes a copyright, patent, trademark, or other intellectual property right, if Customer promptly notifies OrthoEdge of the claim in writing, cooperates with OrthoEdge in the defense, and allows OrthoEdge to solely control the defense or settlement of the claim. Costs. OrthoEdge will indemnify and hold harmless Customer from any infringement claim defense costs it incurs in defending Customer under this indemnity, OrthoEdge-negotiated settlement amounts agreed to by OrthoEdge, and court-awarded damages. Process. If such a claim appears likely, then OrthoEdge may modify the Service, procure the necessary rights, or replace it with the functional equivalent. If OrthoEdge determines that none of these are reasonably available, then OrthoEdge may terminate the Service and refund any prepaid and unused fees. Exclusions. OrthoEdge has no obligation for any claim arising from: OrthoEdge's compliance with Customer's specifications; a combination of the Service with other technology or aspects where the infringement would not occur but for the combination; Customer Data; or technology or aspects not provided by OrthoEdge. THIS SECTION CONTAINS CUSTOMER'S EXCLUSIVE REMEDIES AND ORTHOEDGE'S SOLE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT.

b.    If a third party claims against OrthoEdge that any part of the Customer Data: (i) is unlawful or was provided to OrthoEdge without authorization to OrthoEdge; or (ii) infringes or violates that party's patent, copyright, or other right, Customer must defend OrthoEdge against that claim at Customer's expense and pay all costs, damages, and attorneys’ fees that a court finally awards or that are included in a settlement approved by Customer, provided that OrthoEdge promptly notifies Customer of the claim in writing, cooperates with Customer in the defense, and allows Customer to solely control the defense or settlement of the claim.

10.GOVERNING LAW AND FORUM.

This agreement is governed by the laws of the state of Georgia (without regard to conflict of laws principles) for any dispute between the parties or relating in any way to the subject matter of this agreement. Any suit or proceeding arising out of or relating to this agreement must be brought exclusively in the federal or state courts located in Clarke County, Georgia, and each party irrevocably submits to the jurisdiction and venue of such courts. The prevailing party in any litigation is entitled to recover its attorneys’ fees and costs from the other party. The UN Convention on Contracts for the International Sale of Goods does not apply.

11.OTHER TERMS.

a.    Entire Agreement and Changes. This agreement and the order constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise, or inducement not included in this agreement is binding. No modification or waiver of any term of this agreement is effective unless both parties sign it, however this agreement may be modified through an online process provided by OrthoEdge.

b.    No Assignment. Neither party may assign or transfer this agreement to a third party, except that the agreement and all orders may be assigned without the consent of the other party as part of a merger or sale of all or substantially all of a party's businesses or assets, not involving a competitor of the other party, or at any time to an affiliate.

c.    Export Compliance. The Service and Confidential Information may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Neither party will permit its personnel or representatives to access any Service in a U.S.-embargoed country or in violation of any applicable export law or regulation.

d.    Independent Contractors. The parties are independent contractors with respect to each other, and neither party is an agent, employee, or partner of the other party or the other party's affiliates.

e.    Enforceability and Force Majeure. If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Neither party is liable for its non-performance due to events beyond its reasonable control and whether foreseeable or not, including but not limited to natural weather events and disasters, labor disruptions, disruptions in the supply of utilities, and public Internet failures.

f.     Money Damages Insufficient. Any breach by a party of this agreement or violation of the other party's intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach of this agreement.

g.    U.S. Federal Agency Entities. The Service was developed solely at private expense and is commercial computer software and related documentation within the meaning of the applicable U.S. Federal Acquisition Regulation and agency supplements thereto.

h.    No Additional Terms. OrthoEdge rejects additional or conflicting terms of a Customer's form-purchasing document.

i.     Order of Precedence. If there is an inconsistency between this agreement and an order, the order prevails.

j.     Survival of Terms. All provisions of this agreement regarding payment, confidentiality, indemnification, limitations of liability, proprietary rights and such other provisions that by fair implication require performance beyond the term of this agreement must survive expiration or termination of this agreement until fully performed or otherwise are inapplicable.

k.    Feedback. If Customer provides feedback or suggestions about the Service, then OrthoEdge (and those it allows to use its technology) may use such information without obligation to Customer.

Last Revised 03.22.2026.

EXHIBIT A - WEB SUPPORT & MAINTENANCE TERMS

Phone Support

8am to 5pm (EST) (excluding company holidays)

Support Phone

(706) 680-6043

Support Email

info@orthoedge.net

Maintenance, Response and Resolution Time

Service maintenance, which includes maintenance releases, enhancements, new versions, additions, and modifications to the Service, that it provides to all other customers under support for no additional fee. 

Bug fixes to bring the Service into substantial conformance with its then-current user guide.

Response time in accordance with the chart below. 

Resolution Process for Issues of Severity Levels 1 and 2:

(1) Trouble Ticket opened.

(2) Assign engineer to determine and correct the error.

(3) Periodic reports on the status of the correction.

(4) Initiate work to correct the error.

Revised 3/2027