Terms of Use & Service
Last Updated: May 4, 2026
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE APP. BY CLICKING "I AGREE," CREATING AN ACCOUNT, OR USING THE APPLICATION, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS.
1. Parties and Definitions
- This Terms of Use and Service Agreement ("Agreement") is entered into between the hospital or health system operating this platform ("Operator") and the surgical vendor or representative accessing the application ("Vendor").
- For purposes of this Agreement, the following definitions apply:
- "App" means the vendor tray management application, including all related software, systems, and services.
- "SPD" means the hospital's Sterile Processing Department.
- "Tray" means any vendor-owned surgical instrument tray submitted to the SPD for processing.
- "Check-In" means the moment a Tray is logged into the App by SPD staff, which starts all applicable timers.
- "Check-Out" means the moment a Tray is logged as retrieved by the Vendor.
- "Re-Check-In" means the submission of a previously checked-out Tray for a new processing cycle, which resets all timers.
- "Working Hours" means hours between 7:00 AM and 5:00 PM, Monday through Friday, excluding federally recognized holidays and any days the SPD is officially closed. A list of observed closures is available upon request.
- "Working Days" means days on which the SPD is open and operational, consistent with the Working Hours definition above.
2. Agreement to Terms
- By clicking "I Agree," creating an account, or using the App in any capacity, Vendor agrees to be bound by this Agreement, including all fees, policies, and payment terms described herein.
- This Agreement governs all Trays checked in and processed through the SPD using the App.
- If Vendor does not agree to these Terms, Vendor must not use the App or submit Trays for processing through this system.
- Operator reserves the right to modify this Agreement at any time. Vendor will be notified of material changes via email at least fourteen (14) days before the changes take effect. Continued use of the App after the effective date of any update constitutes acceptance of the revised terms. For material fee changes or payment process changes, Vendor may be required to affirmatively accept the updated terms before continued use.
3. Fee Schedule
- By using the App, Vendor agrees to the following fees, which are currently tracked based on activity recorded in the App and are subject to the current implementation status described below:
- Tray Processing Fee — $2.00 per Tray: Charged at Check-In. Includes a single-use QR code for tray label printing. The QR code expires upon first use and cannot be reused.
- Regenerate Tray Fee — $2.00 per action: Charged when a tray is regenerated, cloned, or copied within the App.
- Extend Tray Expiry Fee — $2.00 per action: When tray expires, user can extend expiry for expired tray.
- Storage Fee — Not currently implemented: This fee is not currently accruing or charging in the App, including after 96 Working Hours.
- All fees are calculated based on the App's system clock, which is synchronized to the SPD's local time zone. In the event of a verified system error affecting time calculations, Vendor may submit a written dispute in accordance with Section 7.
- Fees in effect at the time of the relevant App action govern that transaction or Tray cycle. Fee changes will not apply retroactively unless expressly stated in an updated agreement accepted by Vendor.
- For avoidance of doubt, the App does not currently auto-charge fees to a stored payment method. Fees that may be designated for future automation or future release are not deemed active unless and until the corresponding functionality is implemented and Vendor is notified as required by this Agreement.
4. Tray Processing Timeline and Status
- Each Tray Check-In initiates a 96-Working-Hour window (approximately 4 Working Days) for operational tracking within the App.
- Active (Green) — 0-72 Working Hours: Tray is within standard processing time. No action required.
- Approaching Limit (Yellow) — 73-95 Working Hours: Tray is nearing the 96-hour threshold. Notifications may be sent to the Vendor contact on file if notification functionality is enabled by Operator.
- Over 96 Working Hours (Red) — 96+ Working Hours: Tray has exceeded the standard window. This status may be displayed for operational purposes. No storage fee is currently accruing unless and until that functionality is implemented and activated.
- Notifications, if enabled by Operator, may be delivered by automated email and/or SMS to the contact information on file. Vendor is solely responsible for maintaining accurate contact information. Failure to receive a notification due to incorrect contact information, spam filtering, carrier issues, or a disabled notification feature does not alter the underlying operational status of the Tray.
- If Operator later activates any fee tied to timing thresholds or notifications, such fee will apply only after the relevant functionality is implemented and after Vendor has been notified in accordance with this Agreement.
5. Vendor Responsibilities
- Ensure all Trays are picked up or re-checked in in a timely manner and in accordance with SPD policies. Although storage fees are not currently implemented, delayed retrieval may still affect operational handling and may be subject to future policy updates.
- Maintain current and accurate contact information (name, email, phone number) and billing details in the App at all times.
- Ensure that all individuals using the App on Vendor's behalf have read and agree to this Agreement.
- Comply with all SPD policies and procedures applicable to vendor tray submission and retrieval.
- Vendor acknowledges that responsibility for Tray management, including timely retrieval, rests solely with the Vendor and cannot be delegated to SPD staff or the Operator.
6. Payment Terms and Billing Status
- Current Implementation Status: Automatic payment deduction is not currently implemented in the App.
- At this time, Vendor is not authorizing the App to automatically store a payment method for automatic charging through in-app billing functionality, and the App does not currently auto-charge applicable fees at the time of accrual.
- To the extent Operator collects fees during the current implementation phase, such collection may be handled manually, outside the App, or through a separate process communicated by Operator.
- Vendor remains responsible for paying any applicable implemented fees that arise from use of the App, including the Tray Processing Fee and the Regenerate / Clone / Copy Tray Fee, whether such fees are collected immediately or through a later communicated billing process.
- If and when Operator enables automatic payment processing, stored payment methods, automatic receipts, consolidated monthly auto-billing, late fees, or automated non-payment enforcement through the App, Operator may update this Agreement and require renewed acceptance before those features become effective.
7. Disputes and Refunds
- Vendor may dispute any charge within thirty (30) days of the transaction date by submitting a written dispute to [DISPUTE CONTACT / EMAIL]. Disputes must include the Tray ID, transaction date, amount in question, and a description of the issue.
- Operator will review and respond to disputes within ten (10) business days of receipt.
- Fees that result from a verified App system error will be credited or refunded at Operator's discretion. Fees resulting from Vendor error are generally non-refundable.
- Initiating a chargeback through a payment provider without first submitting a dispute through the process above may result in review of Vendor access or billing status pending resolution, to the extent applicable to the payment method used.
8. Limitation of Liability
- To the fullest extent permitted by applicable law, Operator's total liability to Vendor for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Vendor in the three (3) months preceding the claim.
- Operator shall not be liable for any indirect, incidental, consequential, or punitive damages, including lost revenue or business interruption, arising out of Vendor's use of or inability to use the App.
- Operator is not responsible for delays in tray processing caused by SPD staffing, equipment issues, or circumstances outside its reasonable control.
9. Indemnification
- Vendor agrees to indemnify, defend, and hold harmless Operator, its affiliates, employees, and agents from and against any claims, losses, or damages, including reasonable attorneys' fees, arising out of Vendor's breach of this Agreement, misuse of the App, or violation of any applicable law or regulation.
10. Privacy and Data Security
- To the extent payment information is collected by Operator through any current or future process, such information will be stored and processed in accordance with applicable payment security standards, including PCI-DSS where applicable.
- Vendor contact and billing information is collected and used solely for the purposes of administering this Agreement and will not be sold or shared with third parties except as required by law or necessary to process payments.
- For full details on data handling practices, please refer to the Operator's Privacy Policy, available at: [PRIVACY POLICY LINK]
11. Termination
- Either party may terminate this Agreement upon written notice.
- Termination does not relieve Vendor of any fees accrued prior to the effective date of termination. All outstanding balances remain due and payable.
- Upon termination, Vendor's access to the App will be deactivated. Any Trays remaining in the SPD at the time of termination will continue to be subject to applicable implemented operational policies. Storage fees will apply only if and when that functionality has been implemented and activated under an effective version of this Agreement.
12. General Provisions
- Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE], without regard to its conflict of law principles.
- Dispute Resolution: Any dispute arising under this Agreement that cannot be resolved informally shall be submitted to binding arbitration in [CITY, STATE] under the rules of the American Arbitration Association, unless both parties agree otherwise in writing.
- Severability: If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.
- Force Majeure: Operator shall not be liable for any failure or delay in performance resulting from circumstances beyond its reasonable control, including but not limited to natural disasters, pandemics, government action, or utility failures.
- Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, or understandings.
- Waiver: Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that party's right to enforce it in the future.
Acknowledgment and Acceptance
By clicking "I Agree," Vendor confirms they have read, understood, and accepted all terms of this Agreement, including the currently implemented fees and current payment process status described herein. Vendor further acknowledges that any future activation of automatic charging, storage fees, expedited fees, or related billing automation may require an updated agreement or renewed acceptance before becoming effective.
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