Terms of Service

OpenSurgery.ai and its affiliates (“OpenSurgery.ai”, “us”, “our”, or “we”) is the creator and owner of an AI-powered surgical video analysis platform comprised of tools for surgeons and medical researchers including: (1) video content management software; (2) AI-driven surgical phase identification and instrument detection; and (3) visual analytics and reporting (collectively “Product”), available through our website (“Site”). These Terms of Service (“Terms”) govern your access and use of our Site and any services available thereon, including but not limited to the Product, Content, Derivative Works and Reports (all as defined below) (collectively, “Services”). Our Privacy Policy (“Privacy Policy”) governs our collection, processing and transfer of any Personal Data (as such term is defined in the Privacy Policy). “You” means an individual using the Services independently or in the context of an agreement we have entered with a hospital or institution with which you are affiliated (“Institution” and “Customer Agreement”, respectively).

Please read these Terms carefully. By clicking on the button marked “I agree” or by accessing or using any part of the Services, you signify your assent to these Terms. Changes may be made to these Terms from time to time. If you do not agree to any of these Terms, please do not use the Services.

In the event of a conflict between these Terms and a Customer Agreement we have entered with an Institution with which you are affiliated, the provisions of such Customer Agreement shall prevail.

The Product houses and analyzes video data from surgical operations and is intended to be utilized by surgeons and medical researchers to review and analyze prior surgeries for educational and research purposes. The Product does not provide real-time feedback to the surgeon during surgery and is not intended for use in making treatment decisions for patients.

OpenSurgery.ai allows you to access the Site and use the Services subject to these Terms. OpenSurgery.ai may, at its sole discretion and at any time, modify or discontinue providing the Site or Services or any part thereof without notice.

Use of the Services is void where prohibited by law. By using the Services, you represent and warrant that (a) any and all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 18 years of age or older and have the ability to form a binding contract; and (d) your use of the Services does not violate any applicable law or regulation or any obligation you may have to a third party.

Once you have registered an account you will be able to upload User Content (as defined below), which will be processed by the Services (the results of such processing, “Derivative Works”). The Services shall provide you with information in respect of the videos and data provided by you through the Services (“Reports”). Reports may include AI-generated surgical phase timelines, instrument detection results, key event highlights, and analytics related to videos and data uploaded. In your account you will be able to view any historical User Content uploaded by you and associated Reports.

In order to use the Services, you will need to have a registered account. To complete the registration process, you must provide all registration information as requested by us. OpenSurgery.ai may refuse to open an account for any reason, at its sole discretion.

If you are using the Services in the context of a Customer Agreement we have entered with an Institution with which you are affiliated, your account may be opened by a user with an “Administrator” type account. If you are an Administrator, you represent and warrant that you received any necessary consents and have the full right and power to provide OpenSurgery.ai with any Personal Data that you provide for registration purposes.

You agree to notify us immediately of any unauthorized use of your account or password. You are fully and solely responsible for the security of your computer system and/or mobile device and all activity on your account, even if such activities were not committed by you. To the fullest extent permitted by applicable law, OpenSurgery.ai will not be liable for any losses or damage arising from unauthorized use of the Services, and you agree to indemnify and hold OpenSurgery.ai harmless for any unauthorized, improper or illegal use of your account.

You agree that OpenSurgery.ai may, for any reason, at its sole discretion and without notice, terminate your account, and may remove any Content associated with your account from the Services. Grounds for such termination may include (i) extended periods of inactivity, (ii) violation of the letter or spirit of these Terms, (iii) fraudulent, harassing or abusive behavior, (iv) behavior that is illegal or harmful to other users or the business interests of OpenSurgery.ai; or (v) termination, suspension, or expiration of a Customer Agreement for any reason.

Upon termination of your account, you shall not have any further access to any Content (including User Content) that may be available through your account.

You may request termination of your OpenSurgery.ai account at any time and for any reason by sending an email to support@opensurgery.ai. Following such request, OpenSurgery.ai shall close your account as soon as reasonably practicable.

Certain types of content may be made available through the Services. “Content” as used in these Terms means, collectively, all content on or made available through the Services, including any images, pictures, videos, information, documents and modifications or derivatives of the foregoing. OpenSurgery.ai allows you to upload certain content, including but not limited to videos and medical information, comments, and annotations, on or through the Services, referred to herein as “User Content”.

You may be permitted to add comments or annotations to certain Content such as videos available through the Services. Such comments or annotations are considered User Content and may be visible to other users on a de-identified basis or, in the case of users affiliated with the same Institution, on an identified basis.

Content comes from a variety of sources. You understand that OpenSurgery.ai is not responsible for the accuracy, usefulness, safety, appropriateness of, or infringement of any intellectual property rights of or relating to this Content. You hereby waive any legal or equitable rights or remedies you have or may have against us with respect thereto.

OpenSurgery.ai does not endorse any content (including, without limitation, any User Content) or any opinion, recommendation, or advice expressed in any content and expressly disclaims any and all liability in connection with the Content and/or User Content.

OpenSurgery.ai has no obligation to accept, display, or maintain any User Content. Moreover, OpenSurgery.ai reserves the right to remove and permanently delete any User Content uploaded by you without notice and for any reason.

You are and shall remain at all times fully and solely responsible for any User Content you upload to the Services. You represent and warrant that any User Content that you upload (i) complies with applicable law; (ii) does not infringe or violate any third party intellectual property, privacy, publicity, or moral rights; (iii) you own the User Content or have all necessary rights, licenses, and authorities to submit such User Content; and (iv) any User Content uploaded by you is and shall be accurate.

Without limiting the foregoing, you agree that you will not transmit, submit or upload any User Content or act in any way that:

• Restricts or inhibits use of the Services;
• Violates the legal rights of others, including defaming, abusing, stalking, or threatening users;
• Infringes the intellectual property rights, moral rights, publicity, privacy, or other rights of any third party;
• Is illegal, counterfeit, fraudulent, pirated, violent or unauthorized;
• Does not comply with all applicable laws, rules and regulations;
• Imposes an unreasonably or disproportionately large load on our infrastructure;
• Identifies or may identify (directly or indirectly) any other individual, including any patient; or
• Contains any virus, worm, trojan horse, or other harmful or disruptive component.

You may not do or attempt to do or facilitate a third party in doing any of the following:

• Decipher, decompile, disassemble, or reverse-engineer any of the software and/or code used to provide the Services;
• Circumvent, disable, or otherwise interfere with security-related features of the Services;
• Use the Services or content thereon in connection with any commercial endeavors except for the purposes specifically set forth in these Terms;
• Use any robot, spider, site search or retrieval application, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure of the Services;
• Use or access another user’s account or password without permission; or
• Use the Services or Content in any manner not permitted by these Terms.

OpenSurgery.ai, or its licensors, as the case may be, own the Services, Derivative Works and all Content available on the Services, including all worldwide intellectual property rights in the Services, and the trademarks, service marks, and logos contained therein. Except as expressly permitted herein, you may not copy, further develop, reproduce, republish, modify, alter, download, post, broadcast, transmit or otherwise use the Services and/or the Derivative Works.

Subject to these Terms, OpenSurgery.ai grants you a limited, revocable, non-exclusive right to use the Services, the Derivative Works and the Reports available through the Services for your own personal use as a surgeon, medical service provider, or medical researcher.

You own the User Content you upload to the Services and all intellectual property rights related thereto, including any comments or annotations. By submitting, posting, or uploading any User Content, you grant OpenSurgery.ai and its successors and assignees a worldwide, non-exclusive, royalty-free, perpetual, sub-licensable and transferable license to use, copy, distribute, transmit, modify, prepare derivative works of, retain, publicly display, and publicly perform such User Content on, through or in connection with the Services, including for improving the Services.

You must create backups of your data, and OpenSurgery.ai shall have no responsibility or liability in respect of any loss of or damage to any data.

All information and Content provided through the Services is for informational purposes only and OpenSurgery.ai provides no guarantees with respect thereto. Your use of the Services is at your sole discretion and risk. The Services and Content thereon are provided on an AS IS and AS AVAILABLE basis without warranties of any kind.

We expressly disclaim all warranties of any kind, express, implied or statutory, relating to the Services, Content thereof (including User Content and Reports), including without limitation the warranties of title, merchantability, fitness for a particular purpose, non-infringement of proprietary rights, course of dealing or course of performance.

You acknowledge that neither OpenSurgery.ai nor the Services or any materials and/or content provided as part of the Services should be considered as medical or professional advice and you are and shall at all times be solely responsible for any actions you may take in connection with use of the Site and/or Services and any information available through the Site and/or Services.

No advice or information, whether oral or written, obtained by you from us, shall create any warranty not expressly stated in these Terms. If you choose to rely on such information, you do so solely at your own risk.

We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any Content or Services.

In no event shall we or any of our officers, directors, employees, assignees, or agents be liable to you for any damages whatsoever, including without limitation indirect, incidental, special, punitive, or consequential damages, arising out of or in connection with your use of the Site, Services or any Content. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction and in no event shall our cumulative liability to you exceed the amount you have paid us in the twelve months preceding the applicable claim.

You agree to indemnify, defend, and hold harmless OpenSurgery.ai and each of its employees, directors, officers, subcontractors and agents, against any and all claims, damages, or costs or expenses (including court costs and attorneys’ fees) that arise directly or indirectly from: (a) breach of these Terms by you or anyone using your account; (b) any claim, loss or damage experienced from your use or attempted use of the Services; (c) your violation of any law or regulation; (d) your infringement of any right of any third party; and (e) any other matter for which you are responsible hereunder or under applicable law.

These Terms shall be governed by the laws of the State of California exclusive of its choice of law rules. The competent courts in the State of California shall have exclusive jurisdiction to hear any disputes arising hereunder. In the event that any provision of these Terms is held to be unenforceable, such provision shall be replaced with an enforceable provision which most closely achieves the effect of the original provision, and the remaining terms shall remain in full force and effect.

Nothing in these Terms creates any agency, employment, joint venture, or partnership relationship between you and OpenSurgery.ai or enables you to act on behalf of OpenSurgery.ai. These Terms constitute the entire agreement between us and you pertaining to the subject matter hereof. We may assign and/or transfer our rights and obligations hereunder to any third party without prior notice. You shall not assign and/or transfer any of your rights or obligations hereunder, and any assignment in violation of the foregoing shall be void.