OrthoDocs Terms of Service

These Terms of Service (these "Terms") govern access to and use of the OrthoDocs referral management platform and related services. Please read them carefully. By accepting these Terms or by using OrthoDocs, you agree to be bound by them.

1. Parties

These Terms are between Acqwired Inc., a Nevada corporation with its principal place of business at 899 Tahoe Blvd, STE 500, Incline Village, NV 89451 ("Acqwired," "we," "us," or "our"), and the healthcare practice, professional entity, or other organization that registers for or uses OrthoDocs (the "Customer" or "you").

"OrthoDocs" or the "Services" means the OrthoDocs software platform, the OrthoDocs website, and related services provided by Acqwired. OrthoDocs is a product of Acqwired Inc.

2. Eligibility and Authority

You may use the Services only if you are at least 18 years old and able to form a binding contract. If you accept these Terms on behalf of an organization, you represent and warrant that you are authorized to bind that organization, and "Customer" refers to that organization.

The individual who completes the initial registration for a practice accepts these Terms and the Master Business Associate Agreement on the practice's behalf. Users subsequently invited to that practice's account are bound by these Terms through the practice's acceptance and are not asked to separately execute a Business Associate Agreement.

3. Accounts and Credentials

You must provide accurate registration information and keep it current. Credentials are issued to a named individual and must not be shared. You are responsible for maintaining the confidentiality of credentials associated with your account and for all activity that occurs under them. Notify us promptly at security@getorthodocs.com if you suspect unauthorized access to your account.

4. Authorized Users

You may permit your workforce members and other individuals you authorize ("Authorized Users") to use the Services on your behalf. You are responsible for your Authorized Users' compliance with these Terms and for assigning, reviewing, and promptly revoking their access — including when a workforce member's role changes or ends.

5. Customer Responsibilities

You are responsible for:

• the accuracy, quality, and legality of the information you and your Authorized Users submit to the Services;
• obtaining any consents, authorizations, and notices required by law before submitting information to the Services or before we communicate with patients on your behalf;
• configuring the Services — including message templates, task assignment, and user permissions — in a way that is appropriate for your practice and consistent with your legal obligations;
• your own compliance with HIPAA and other laws applicable to you as a healthcare provider, including your Notice of Privacy Practices and your patients' rights; and
• maintaining your own records as required by law and professional standards.

6. Acceptable Use

You and your Authorized Users must not:

• use the Services in violation of any applicable law or regulation;
• submit information to the Services that you do not have the right or authorization to submit;
• attempt to gain unauthorized access to the Services, other customers' data, or any related systems or networks;
• probe, scan, or test the vulnerability of the Services except with our prior written authorization;
• interfere with or disrupt the integrity or performance of the Services, including by sending unlawful, unsolicited, or abusive messages through them;
• reverse engineer, decompile, or attempt to derive the source code of the Services, except to the extent that restriction is prohibited by law; or
• resell, sublicense, or make the Services available to any third party other than your Authorized Users.

7. Healthcare / Medical Disclaimer

OrthoDocs is administrative software for coordinating referrals, scheduling, and related practice workflows. It is not a medical device, does not provide medical or dental advice, diagnosis, or treatment, and is not a substitute for professional clinical judgment. It is not designed or intended for emergency or urgent clinical communication.

All clinical decisions, including whether and how to treat a patient, remain the sole responsibility of the licensed professionals involved in the patient's care.

8. HIPAA and Business Associate Agreement

Where Acqwired creates, receives, maintains, or transmits Protected Health Information on your behalf, Acqwired acts as a Business Associate and you act as a Covered Entity under HIPAA. That relationship is governed by the OrthoDocs Master Business Associate Agreement, which is incorporated into these Terms by reference, unless the parties have executed a separate Business Associate Agreement covering the Services.

With respect to Protected Health Information, the applicable Business Associate Agreement governs and controls in the event of any conflict with these Terms.

9. Privacy

Our handling of information is described in the OrthoDocs Privacy Policy. Our security program is described on the Security & HIPAA page, and the service providers we use are listed on the Subprocessors page.

10. SMS Communications

The Services can send text messages to patients and other recipients on your behalf. Those messages are governed by the SMS Terms & Conditions and the SMS Privacy Policy.

You are responsible for ensuring that messages you configure or trigger comply with applicable law, including the Telephone Consumer Protection Act and carrier requirements, and that required consent has been obtained. Consent to receive text messages is collected separately from these Terms and is never a condition of receiving healthcare services.

11. Intellectual Property

As between the parties, Acqwired owns all right, title, and interest in and to the Services, including all software, documentation, designs, and trademarks, and all intellectual property rights in them. Subject to these Terms, we grant you a non-exclusive, non-transferable, revocable right to access and use the Services during the term for your internal practice operations. No rights are granted other than those expressly stated.

If you send us feedback or suggestions, we may use them to improve the Services without obligation to you.

12. Customer Data

"Customer Data" means information submitted to the Services by or on behalf of you or your Authorized Users, including referral and patient information. As between the parties, you retain all right, title, and interest in and to Customer Data.

You grant us the rights necessary to host, process, transmit, display, and otherwise use Customer Data to provide, secure, and support the Services, subject to these Terms and — for Protected Health Information — to the applicable Business Associate Agreement.

13. Confidentiality

Each party may receive non-public information of the other that is designated as confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Each party will protect the other's Confidential Information using at least reasonable care, will use it only to perform under these Terms, and will disclose it only to personnel and advisors with a need to know who are bound by comparable obligations.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was rightfully known without obligation of confidentiality, or is independently developed. A party may disclose Confidential Information if required by law, giving reasonable prior notice where legally permitted. Protected Health Information is governed by the applicable Business Associate Agreement rather than this section.

14. Third-Party Services

The Services may interoperate with third-party products and services, including practice management systems and communication providers. Your use of a third-party service is governed by that provider's own terms, and we are not responsible for third-party products or services or for the acts or omissions of their providers.

Service providers acting on our behalf are addressed in Section 5 of the Privacy Policy and listed on the Subprocessors page; where such a provider is a Business Associate Subcontractor under HIPAA, we enter into the agreements required by the Master Business Associate Agreement.

15. Fees and Payment

Fees, billing frequency, and payment terms are set out in the ordering document, order form, or written quote agreed between the parties. Unless that document says otherwise, fees are stated in U.S. dollars, invoices are due within thirty (30) days of the invoice date, fees are non-refundable except as expressly provided, and you are responsible for applicable taxes other than taxes on our income. We may suspend the Services for undisputed amounts that remain unpaid after reasonable written notice.

16. Availability and Service Changes

We aim to keep the Services available and reliable, and we maintain backup and recovery controls for production information. The Services may nonetheless be unavailable during planned maintenance, emergency maintenance, or events beyond our reasonable control.

We may modify or discontinue features of the Services from time to time. We will not make a change that materially reduces the core functionality of the Services during a paid term without reasonable notice.

17. Disclaimers

Except as expressly stated in these Terms and in the applicable Business Associate Agreement, the Services are provided "as is" and "as available." To the maximum extent permitted by law, we disclaim all other warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Services will be uninterrupted or error free, or that they will meet every requirement of your practice.

18. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, or lost data, arising out of or relating to these Terms, even if advised of the possibility of such damages.

To the maximum extent permitted by law, each party's total aggregate liability arising out of or relating to these Terms will not exceed the fees paid or payable by you to Acqwired for the Services in the twelve (12) months preceding the event giving rise to the claim. These limitations do not apply to your payment obligations, to either party's indemnification obligations, or to liability that cannot be limited under applicable law.

19. Indemnification

We will defend you against third-party claims alleging that the Services, as provided by us and used in accordance with these Terms, infringe that third party's intellectual property rights, and will pay amounts finally awarded or agreed in settlement.

You will defend us against third-party claims arising from Customer Data, from your or your Authorized Users' use of the Services in violation of these Terms or applicable law, or from your failure to obtain consents or authorizations required for information you submit or messages you direct us to send, and will pay amounts finally awarded or agreed in settlement.

Each party's obligation is conditioned on prompt notice of the claim, reasonable cooperation, and sole control of the defense and settlement by the indemnifying party (with no settlement admitting fault by the other party without its consent).

20. Suspension and Termination

Either party may terminate these Terms for material breach that remains uncured thirty (30) days after written notice. Either party may terminate for convenience at the end of the then-current subscription term as set out in the applicable ordering document.

We may suspend access immediately where necessary to protect the security or integrity of the Services or of Protected Health Information, to prevent harm to patients or other users, or where required by law. We will notify you promptly and restore access once the cause is resolved.

21. Effect of Termination

On termination, your right to access the Services ends and any accrued fees become due. Sections relating to intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, PHI following termination, and governing law survive termination. We will retain acceptance records and other records we are required to keep.

22. PHI Following Termination

Return and destruction of Protected Health Information following termination are governed by the applicable Business Associate Agreement. On termination, and on request within the period stated in that agreement, we will return or destroy Protected Health Information we maintain on your behalf, except where retention is required by law or where return or destruction is infeasible — in which case we will extend the protections of the Business Associate Agreement to that information and limit further use and disclosure for as long as we retain it.

23. Governing Law

These Terms are governed by the laws of the State of Nevada, without regard to its conflict of laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Washoe County, Nevada, and each party waives any objection to venue in those courts. This section does not prevent either party from seeking injunctive relief in any court of competent jurisdiction.

24. Modifications

We may update these Terms from time to time. When we do, we will revise the effective date and version identifier shown at the top of this page and publish the updated Terms here. Material changes will be communicated to customers as required by our agreements or applicable law, and continued use of the Services after the effective date constitutes acceptance of the updated Terms. Prior versions are retained in our records, and the version accepted by your practice is preserved in the acceptance record created at registration.

25. Contact Information

Questions about these Terms may be directed to:

Please do not include patient information or other Protected Health Information in an initial email inquiry.