ROM Tracker

Terms of Service

Version 1.0 · Effective [set at launch]

These Terms of Service (“Terms”) govern access to and use of the Range of Motion Tracker service (the “Service”) provided by [Company legal name](“Company,” “we,” “us”). The Service is sold to healthcare practices and clinicians (“Customer,” “you”) for use with their patients. By creating an account, clicking “I agree,” or using the Service, you agree to these Terms. If you accept on behalf of an organization, you represent that you are authorized to bind it.

1. The Service is decision-support — not medical advice

The Service is a documentation and clinical decision-support tool for use by licensed healthcare professionals exercising their own independent clinical judgment. Its measurements, range-of-motion estimates, suggested exercises, and automated summaries are informational aids only. The Service does not provide medical advice, diagnosis, or treatment, is not a substitute for professional clinical judgment, and is not intended to be a medical device. Camera- and pose-derived measurements are estimates that may contain errors; you must independently verify clinically significant values. The Service is not for emergencies.

2. Accounts and eligibility

The Service is for licensed healthcare providers and their authorized workforce in the United States. You are responsible for credential confidentiality, for all activity under your accounts, for enforcing strong/multi-factor authentication, and for promptly reporting any suspected security incident.

3. HIPAA and the Business Associate Agreement

You acknowledge that you are (or act for) a HIPAA Covered Entityand that the Service stores Protected Health Information (“PHI”) on your behalf. We act as your Business Associate. The Business Associate Agreement (“BAA”) between the parties is incorporated into these Terms and controls over any conflicting term as to PHI. You must execute the BAA before transmitting any PHI.

As the Covered Entity, you are responsible for:

  • providing patients your Notice of Privacy Practices;
  • obtaining patient consents and, where required (e.g., marketing or other secondary use of identifiable images), a HIPAA authorization;
  • obtaining telehealth informed consent and any required recording consent; and
  • having a lawful basis to collect and input each patient’s data.

4. Acceptable use

You and your users will not:

  • use the Service other than for legitimate clinical or practice purposes;
  • upload data you lack the right to upload, or PHI of individuals you are not authorized to treat;
  • use the Service for research, marketing, or any secondary purpose without the legally required authorizations;
  • access another customer’s or patient’s data, or reverse-engineer or circumvent security; or
  • rely on an output as the sole basis for a clinical decision without professional review.

5. Customer data and ownership

As between the parties, you own and control the patient data and PHI you input. We claim no ownership and process it only to provide and support the Service, as permitted by the BAA and on your instructions. Our handling of personal data is described in the Privacy Policy. [Optional: we may use data de-identified per 45 CFR §164.514 to operate and improve the Service; we do not use identifiable PHI to train models without a HIPAA-compliant basis — confirm position with counsel.]

6. Fees, subscriptions, and renewals

You will pay the fees for your selected plan; fees are billed in advance and non-refundable except as required by law. [Auto-renewal, once billing launches:] subscriptions automatically renewfor successive terms at the then-current rate unless cancelled before the renewal date. We will present renewal terms clearly and conspicuously, obtain your affirmative consent to the recurring charge, send renewal reminders, and provide an easy online cancellation method, consistent with applicable automatic-renewal laws. We may change fees on [30] days’ notice effective at the next term.

7. Term, suspension, and termination

Either party may terminate for material breach uncured within [30] days’ notice; we may suspend access immediately for security risk, non-payment, or unlawful use. On termination, and as required by the BAA, we will make your data available for export for [30] days, then return or securely destroy PHI in our possession except where law requires retention.

8. Disclaimers

EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF MEASUREMENTS OR OUTPUTS, AND NON-INFRINGEMENT. WE DO NOT WARRANT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR CLINICALLY ACCURATE.

9. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS OR DATA. EXCEPT FOR [your payment obligations, a party’s indemnification obligations, breaches of confidentiality or data-protection obligations, and liability that cannot be limited by law], EACH PARTY’S TOTAL LIABILITY WILL NOT EXCEED THE FEES PAID BY YOU IN THE [12] MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. [Confirm data-breach/HIPAA carve-outs with counsel and your insurer.]

10. Indemnification

You will indemnify us against claims arising from your data, your clinical decisions or use of outputs, your failure to obtain required patient consents or authorizations, or your violation of law or these Terms. We will indemnify you against third-party claims that the Service, as provided by us, infringes US intellectual-property rights. [Further indemnities per counsel.]

11. Governing law and dispute resolution

These Terms are governed by the laws of the State of [State], without regard to conflict-of-laws rules. [Arbitration, confirm with counsel:] any dispute will be resolved by binding individual arbitration administered by [AAA/JAMS] in [venue]; the parties waive class actions and jury trial, except either party may seek injunctive relief for IP or confidentiality breaches in court.

12. Changes to these Terms

We may update these Terms; we will post the updated version with a new effective date and, for material changes, provide [email or in-app] notice. We retain a versioned record of the Terms each customer accepted and when. Continued use after the effective date constitutes acceptance.

13. Contact

[Company legal name] · [address] · [legal@DOMAIN]