Terms of Service
WoundRight Terms of Service
1. SERVICE DESCRIPTIONThe WoundRight Service consists of products, computer programs, mobile applications, widgets, services, databases, and web sites hosted or made available by WoundRight, which you may use for a comprehensive cloud-based, HIPAA compliant, clinical assessment, treatment, and documentation system for wound, ostomy, and incontinence care, now known or hereafter developed (collectively, the “Service”).
2. USE OF SERVICESubject to the terms and conditions within, these Terms of Service, WoundRight grants you a limited, non-exclusive, non-sublicensable, non-resalable, non-transferrable license to utilize the Service so long as (i) you do not attempt to decompile or reverse engineer any software contained within the Services; (ii) you do not remove any copyright, trademark, or other proprietary notations from the materials; (iii) you are of legal age to form a binding contract, and (iv) you are not barred from receiving the Service under the laws of the United States. In order to access and/or use the Service, you may be required to provide current, accurate, identification, contact and other information as part of the registration process and/or continued use of the Service, and you will be responsible for maintaining the accuracy and completeness of such information.
You may also be provided with an account, username, password and/or an email address to access or use the Service, or to enable another to access, use and modify your patient and wound information (the “Account Information”). You are responsible for maintaining the confidentiality of your Account Information and, accordingly, will be fully responsible for all activities that occur under your account, including activities of others to whom you have provided your Account Information. You agree to immediately notify WoundRight of any unauthorized use of your Account Information, account or any other breach of security. We will not be liable for any loss, HIPAA violation, or damage arising from your failure to provide us with accurate information or to keep your Account Information secure.
You are solely responsible for obtaining the equipment and telecommunication services necessary to access the Service, and all fees associated therewith (such as computing devices, mobile devices, and Internet service provider and airtime charges).
3. OWNERSHIP OF SOFTWARE AND PROGRAMSSubject only to the limited use expressly granted in Section 2 above, all right, title, and interest in and to all of WoundRight’s intellectual property including, but not limited to, the software, firmware, databases, WoundRight name, any new programming released in conjunction with and any interfaces with third party software or firmware and any or all of their associated manuals are and shall remain the property of WoundRight. You shall not delete or in any manner alter the intellectual property rights notices of WoundRight or its suppliers, if any. You shall use reasonable efforts to protect WoundRight’s intellectual property rights and will report promptly to WoundRight any actual or suspected infringement or misappropriation of such rights of which it may become aware.
4. USE OF MANUALSThe manuals are for use solely with the WoundRight mobile application and website. You hereby acknowledge that the manuals, including, but not limited to, associated report formats, screen displays, and menu features, constitute works protected by copyright laws. In addition to and in furtherance of the protection afforded by such copyright laws, you shall not permit anyone, including its personnel, to remove any proprietary or other legends contained or included in the manuals, and you shall not permit anyone to copy or modify any such materials except as specifically authorized hereunder.
5. MEMBER CONDUCTYou acknowledge and agree that all information, data, text, images, software, sounds, graphics, video, messages, tags and other materials, in whatever form and technical structure, whether publicly posted or privately transmitted or stored using the Service (“Content”), are the sole responsibility of the person(s) originating such Content and introducing such Content into the Service.
You agree that you are responsible for your own conduct and all conduct under your account, and all Content that is created, transmitted, stored or displayed by anyone using your Account Information with the Service and for any consequences arising as a result thereof. You agree to use the Service only for purposes that are legal, proper and in accordance with these Terms of Service and any Separate Agreements, and all applicable laws and regulations in the relevant legal jurisdictions (including, without limitation, laws and regulations relating to the recording of audio, copyright laws, privacy laws and the storage and transmission of data and technology). Without limiting the foregoing, you shall be deemed to represent and warrant to WoundRight that you have the unfettered legal rights and authority to permit you to submit your Content to WoundRight in connection with your use of the Service, and such submission and the grant to WoundRight of the rights you grant herein in connection with WoundRight’s offering and operation of the Service does not infringe the rights of any person or third party.
By submitting to WoundRight any ideas, suggestions, documents and/or proposals through the “Contact Us” interface or otherwise (collectively, “Contributions”), you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) WoundRight is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) WoundRight shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) WoundRight may have something similar to the Contributions already under consideration or in development; (e) your Contributions automatically become the property of WoundRight without any obligation of WoundRight to you; and (f) you are not entitled to any accounting, compensation or reimbursement of any kind from WoundRight under any circumstances.
You further agree to NOT:
- impersonate any person or entity, including, but not limited to, a WoundRight staff member, or falsely state or otherwise misrepresent your affiliation with WoundRight or any other person or entity;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
- interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected or applicable to the Service;
- violate any applicable local, state, national or international law, and any regulations having the force of law;
- reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion or use of, or access to, the Service (unless you have been specifically allowed to do so in a Separate Agreement); and
- take any action that would be in violation of WoundRight’s Trademark Brand Guidelines and Usage Requirements.
6. PROPRIETARY RIGHTS, LICENSES AND LIMITATIONSWoundRight Rights
You acknowledge and agree that WoundRight (and any licensors to WoundRight) own(s) all legal right, title and interest in and to the Service, including, without limitation, all software comprising a part of the Service that is either hosted on WoundRight’s servers or deployed by you or a third party, and all intellectual property rights therein (whether registered or not and wherever existing in the world). You further acknowledge and agree that the rights in the Service, including all intellectual property rights, are protected by one or more of copyright, trademark, patent, trade secret and other laws, regulations and treaties, in addition to these Terms of Service and any Separate Agreement. Except for the limited license rights specifically granted to you in these Terms of Service (and any rights expressly granted to you in a Separate Agreement), WoundRight and its suppliers own and shall retain all rights, title and interests, including, without limitation, intellectual property rights, in and to the Service and all Software utilized therein (and all copies thereof and related materials that are delivered or made available to you with the Service).
WoundRight hereby grants you a personal, worldwide, limited, non-exclusive, non-sublicensable, non-resalable, non-transferrable, royalty-free license to use the Software provided to you by WoundRight as part of the Service as provided to you by WoundRight, for the sole purpose of enabling you to use and enjoy the benefit of the Service as permitted by these Terms of Service, until your rights are terminated in accordance with these Terms of Service.
7. SERVICE COMPONENTSWe retain the right, at our sole discretion, to implement limits to the nature or size of storage available to you, the number of transmissions and email messages, the nature or size of any index or library information, the nature of, or your continued ability to access or distribute, your Content and other data, and impose other limitations at any time, with or without notice. You acknowledge that a variety of WoundRight actions may impair or prevent you from accessing your Content or using the Service at certain times and/or in the same way, for limited periods or permanently, and agree that WoundRight has no responsibility or liability as a result of any such actions or results, including, without limitation, for the deletion of, or failure to make available to you, any Content.
WoundRight may from time to time engage certain affiliates or other third parties to provide all or part of the Service to you, and you hereby acknowledge and agree that such third party involvement is acceptable. Further, you acknowledge that in using the Service to send electronic communications (including but not limited to email and uploading Content, and other Internet activities), you will be causing communications to be sent through computer networks owned by WoundRight and third parties that are located in Wyoming and other locations in the United States and other countries and that, as a result, your use of the Service will likely result in interstate data transmissions. You understand that WoundRight, in performing the required technical steps to provide the Service to our users, may make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media.
WoundRight may from time to time include as part of the Service computer software supplied by third parties, including (but not limited to) Third Party Software (www.WoundRight.com/opensource), which is utilized by permission of the respective licensors and/or copyright holders on the terms provided by such parties. WoundRight expressly disclaims any warranty or other assurance to you regarding such third party software.
8. MODIFICATIONSWe reserve the right at any time and at our sole discretion to modify or discontinue, temporarily or permanently, the Service or any part thereof (including Software), with or without notice. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of any part of the Service. In connection with any modification of the Service, WoundRight may automatically download and install software updates from time to time with the intention of improving, enhancing, repairing and/or further developing the Service, and you agree to permit WoundRight to deliver these to you (and you to receive them) as part of your use of the Service.
- Before or at the time of collecting personal information, we will identify the purposes for which information is being collected.
- We will collect and use of personal information solely with the objective of fulfilling those purposes specified by us and for other compatible purposes, unless we obtain the consent of the individual concerned or as required by law.
- We will only retain personal information as long as necessary for the fulfillment of those purposes.
- We will collect personal information by lawful and fair means and, where appropriate, with the knowledge or consent of the individual concerned.
- Personal data should be relevant to the purposes for which it is to be used, and, to the extent necessary for those purposes, should be accurate, complete, and up-to-date.
- We will protect personal information by reasonable security safeguards against loss or theft, as well as unauthorized access, disclosure, copying, use or modification.
- We will make readily available to customers information about our policies and practices relating to the management of personal information.
- We are committed to conducting our business in accordance with these principles in order to ensure that the confidentiality of personal information is protected and maintained.
10. TERMINATIONYou may discontinue your use of the Service at any time, for any or no reason and with or without notice. WoundRight may also terminate the Service, or your access to or use of the Service or your account, with or without notice. Reasons for WoundRight terminating your account or the Service include, without limitation: (a) breach or violation of these Terms of Service or any Separate Agreement, (b) your request or self-effecting account deletion, (c) an extended period of inactivity (determined in WoundRight’s sole discretion), (d) your nonpayment of any fees or other sums due WoundRight or any other party related to your use of the Service, (e) requests by law enforcement or other government agencies, (f) the discontinuance or material modification to the Service (or any part thereof), or (g) unexpected technical or security issues or problems. In the event of any termination, we will close your account and you will no longer be able to retrieve Content contained in that account or otherwise use the Service.
11. LINKSWe may include the use of third party resources and/or links to third party websites as part of the Service. We have no control over such sites and resources and, accordingly, you acknowledge and agree that (a) we are not responsible for the availability of such external sites or resources; (b) we do not endorse and are not responsible or liable for any content or other materials available from such sites or resources and (c) we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content or materials available on or through any such site or resource.
12. INDEMNITYYou agree to indemnify and hold WoundRight, its subsidiaries, affiliates, officers, agents, employees, advertisers and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including legal and other professional fees) arising from or in any way related to any third party claims relating to your use of any of the Service, any violation of these Terms of Service or any other actions connected with your use of the Service (including all actions taken under your account). In the event of such claim, we will provide notice of the claim, suit or action to the contact information we have for the account, provided that any failure to deliver such notice to you shall not eliminate or reduce your indemnification obligation hereunder.
13. LIMITED WARRANTYWoundRight warrants to You that the Service will conform in all material respects to WoundRight specifications for the Service as published in the manuals and distributed to the You at the time of purchase; subject to WoundRight’s right to update, modify, change or terminate any part of the functionality available through the Service. Notice of any amendments or modifications to the Service will be provided to You through on line posting at www.WoundRightApp.com.
- There is no warranty in cases of negligence, abuse, abnormal usage, misuse, alteration or modification of the Service, failure to follow WoundRight’s instructions or improper handling or maintenance.
- WOUNDRIGHT'S SOLE AND EXCLUSIVE OBLIGATION (AND YOUR SOLE AND EXCLUSIVE REMEDY) UNDER THIS WARRANTY SHALL BE, UPON PROMPT WRITTEN NOTICE BY YOU DURING THE WARRANTY PERIOD OF ANY BREACH, TO EITHER, AT WOUNDRIGHT’S OPTION, REPAIR OR REPLACE WITHOUT CHARGE, ANY DEFECT IN THE SYSTEM’S COMPONENTS EXPRESSLY WARRANTED HEREIN BY WOUNDRIGHT AND FOUND BY WOUNDRIGHT IN ITS SOLE DISCRETION TO BE DEFECTIVE AND COVERED BY THIS OR THE MANUFACTURER’S WARRANTY.
- YOU EXPRESSLY UNDERSTAND AND AGREE THAT WOUNDRIGHT IS NOT A LICENSED HEALTH CARE PROVIDER AND THAT THE SERVICE IS NOT A SUBSTITUTE FOR INDEPENDENT MEDICAL DECISION MAKING BY A QUALIFIED HEALTH CARE PRACTITIONER. YOU ARE SOLELY RESPONSIBLE FOR YOUR OWN CONDUCT WITH RESPECT TO PATIENT CARE AND ANY RELIANCE UPON THE SERVICE SHALL NOT DIMINISH YOUR RESPONSIBILITY FOR PATIENT CARE.
- You hereby acknowledge that the Service, WoundRight application, software products, databases, mobile applications and associated web sites are tools to be used with the documentation and reporting associated with wound, ostomy and continence treatment and care. This tool shall not replace the human ability and responsibility of You and Your staff to apply its knowledge, education and experience in recording, treating, and monitoring any and all wounds and ostomies.
14. DISCLAIMER OF WARRANTIESWOUNDRIGHT AND YOU AGREE THAT THE WARRANTY IN SECTION 11 IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES WITH RESPECT TO THE SERVICE FURNISHED BY WOUNDRIGHT HEREUNDER (INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). WOUNDRIGHT HEREBY DISCLAIMS AND EXCLUDES ALL OTHER EXPRESS OR IMPLIED WARRANTIES.
15. LIMITATION ON LIABILITYThe total liability of either party (including their subcontractors and suppliers) for all claims, whether in contract, tort (including negligence and product liability) or otherwise, arising out of, connected with, or resulting directly or indirectly from use of the Service, programming, delivery, installation, use, support, or maintenance of the Service shall not exceed the amount of the purchase price of the Service for that you paid. Notwithstanding any other provision in this Agreement to the contrary, in no event shall either party be liable for any incidental, consequential, indirect, or special damages, including, without limitation, damages to profits or revenue, cost of capital, Your claims for service interruptions or failure of supply, and costs and expenses incurred in connection with labor, overhead, transportation, installation, or removal of equipment or programming or substitute facilities or supply resources, whether arising in contract, tort (including negligence) or otherwise.
16. EXCLUSIONS AND LIMITATIONSNOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THOSE LIMITATIONS IN SECTIONS 10 THROUGH 13 WHICH ARE LAWFUL IN YOUR JURISDICTION (IF ANY) WILL APPLY TO YOU AND OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
17. NOTICESYou agree that we may provide you with notices hereunder by email, regular mail or postings on the web site(s) related to the affected Service, in our discretion, and that we may rely upon the contact information you have provided as being accurate, complete and current.
Except where these Terms of Service or any Separate Agreement specifically provide for use of a different means or address for notice, any notice hereunder to WoundRight must be delivered by email info@WoundRightApp.com. This email address may be updated as part of any update to these Terms of Service.
18. GENERAL TERMS
- These Terms of Service constitute the entire agreement between you and WoundRight and governs your use of the Service, except, and then only to the extent that you have entered into a Separate Agreement. These Terms of Service, as in effect from time to time, supersedes any prior agreements or earlier versions of these Terms of Service between you and WoundRight for the use of the Service. If, through accessing or using the Service, you utilize or obtain any product or service from a third party, you may additionally be subject to such third party’s terms and conditions applicable thereto, and these Terms of Service shall not affect your legal relationship with such third party.
- You acknowledge and agree that each affiliate of WoundRight shall be a third party beneficiary to these Terms of Service and that such other companies shall be entitled to directly enforce, and rely upon, any provision of these Terms of Service which confers a benefit on (or provides rights in favor of) them. Other than this, no other person or company shall be a third party beneficiary to these Terms of Service.
- These Terms of Service and the relationship between you and WoundRight shall be governed by the laws of the State of Wyoming without regard to its conflict of law provisions. You and WoundRight agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Albany, Wyoming. Notwithstanding this, you agree that WoundRight shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any applicable jurisdiction.
- The failure or delay by WoundRight to exercise or enforce any right or provision of these Terms of Service or rights under applicable law shall not constitute a waiver of any such provisions or rights. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect.
- You agree that regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of or related to use of the Service or otherwise under these Terms of Service must be filed within one (1) year after such claim or cause of action arose or you hereby agree to be forever barred from bringing such claim.
- The section headings in these Terms of Service are for convenience only and have no legal or contractual effect.
- Log-in features. We may offer you functionality in which you may store your log-in credentials on you mobile device so that you can be automatically logged in each time you access WoundRight. To no longer have automatic log in, simply use the log-off feature on WoundRight. If you elect to use this automatic log-in feature, you are using it solely at your own risk. Please note that if someone else obtains access to your mobile device (e.g., through theft), the automatic log-in feature will enable such person to have access to your WoundRight account. Therefore, in the event your mobile device is lost or stolen, it is your responsibility to contact WoundRight and your wireless carrier immediately to prevent the unauthorized use of your mobile device.