Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User", "you", or "your") and ORCADDY LLC, a Washington State limited liability company ("ORCADDY", "we", "us", or "our"), governing your access to and use of the ORCADDY mobile application and related services (collectively, the "Service").

1.1 Age Requirement

You must be at least 18 years of age to use the Service. By using the Service, you represent and warrant that you are 18 years or older.

1.2 Medical Device Industry Employment Verification

The Service is exclusively for individuals employed by or affiliated with medical device companies. To create an account, you must:

• (a)Provide a valid work email address from a recognized medical device company;
• (b)Submit verification documentation as requested by ORCADDY, which may include employment credentials, company badges, or other proof of affiliation; and
• (c)Complete manual approval by ORCADDY's verification team.

1.3 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to:

• (a)Provide accurate, current, and complete information during registration;
• (b)Maintain and promptly update your account information;
• (c)Immediately notify ORCADDY of any unauthorized use of your account or any other breach of security; and
• (d)Not share your account credentials with any other person.

1.4 Account Suspension or Termination

ORCADDY reserves the right to suspend or terminate your account at any time, with or without notice, for any reason, including but not limited to:

• (a)Violation of these Terms;
• (b)Inability to verify employment in the medical device industry;
• (c)Fraudulent activity or misrepresentation;
• (d)Engaging in prohibited conduct as defined in Section 3; or
• (e)Non-payment of subscription fees (for paid accounts).

2.1 Service Overview

ORCADDY is a note-taking and organizational tool designed to help medical device professionals organize surgeon preferences, surgical case notes, and related professional information. The Service allows users to create, store, organize, and share professional notes within teams.

2.2 Not a Medical Device

2.3 No Patient Data

2.4 Data Accuracy and Responsibility

ORCADDY does not verify, validate, or guarantee the accuracy of user-generated content. You are solely responsible for the accuracy and appropriateness of information you enter into the Service. ORCADDY assumes no liability for errors, omissions, or inaccuracies in user-generated content.

2.5 Service Availability

While ORCADDY strives to maintain continuous Service availability, we do not guarantee uninterrupted access. The Service may be temporarily unavailable due to maintenance, updates, technical issues, or circumstances beyond our control. ORCADDY is not liable for any damages resulting from Service unavailability.

In addition to the standalone Acceptable Use Policy, you agree NOT to use the Service to:

• Violate any applicable laws, regulations, or third-party rights;
• Store, transmit, or share any patient data or Protected Health Information (PHI);
• Engage in any activity that could harm, disable, overburden, or impair the Service or interfere with other users' access;
• Attempt to gain unauthorized access to the Service, other users' accounts, or ORCADDY's systems;
• Use automated tools, bots, scripts, or scrapers to access or extract data from the Service;
• Reverse engineer, decompile, disassemble, or attempt to discover the source code of the Service;
• Upload, transmit, or distribute any viruses, malware, or malicious code;
• Harass, abuse, threaten, or impersonate other users;
• Share your account credentials with unauthorized individuals;
• Use the Service for any commercial purpose other than your employment-related activities;
• Copy, reproduce, distribute, or create derivative works from the Service or its content without express written permission from ORCADDY.

Violation of this section may result in immediate account termination and potential legal action.

4.1 Free Solo Plan

ORCADDY offers a free plan for individual users with limited functionality. Free plan users may access basic note-taking and organizational features.

4.2 Paid Team Plans

Team subscriptions allow multiple users within an organization to collaborate and share notes. Paid plans include additional features and functionality as described on the ORCADDY website or in-app.

4.3 Billing and Payment

• (a)Paid subscriptions are billed monthly in advance unless otherwise agreed in writing.
• (b)Enterprise and large-scale customers may be eligible for annual billing arrangements.
• (c)All fees are in U.S. Dollars unless otherwise specified.
• (d)You authorize ORCADDY to charge your designated payment method for all applicable fees.
• (e)You are responsible for providing accurate and current payment information.

4.4 Fee Changes

ORCADDY reserves the right to modify subscription fees at any time. Price changes will be communicated to you at least 30 days in advance and will take effect on your next billing cycle. Continued use of the Service after the price change constitutes acceptance of the new fees.

4.5 Refund Policy

• (a)First-time subscribers are eligible for a full refund within 14 days of their initial subscription purchase.
• (b)After the 14-day period, no refunds will be provided for monthly subscriptions.
• (c)Monthly subscriptions may be canceled at any time, with cancellation effective at the end of the current billing period. No prorated refunds will be issued.
• (d)Annual subscriptions may be refunded on a prorated basis if canceled within the first 30 days of the subscription term. After 30 days, no refunds will be issued for annual subscriptions.
• (e)Refund requests must be submitted in writing to support@orcaddy.com.

4.6 Cancellation

You may cancel your paid subscription at any time through your account settings or by contacting support@orcaddy.com. Upon cancellation:

• (a)Your access to paid features will continue until the end of your current billing period.
• (b)You will not be charged for subsequent billing periods.
• (c)Your account will revert to the free solo plan (if eligible) or be deactivated.

4.7 Non-Payment and Suspension

If payment fails or your account becomes past due, ORCADDY may suspend or terminate your access to paid features until payment is received. You remain responsible for all unpaid fees.

5.1 User Content Ownership

You retain all intellectual property rights to the content you create and store in the Service ("User Content"), including notes, documents, and other materials. However, by using the Service, you grant ORCADDY certain licenses as described below.

5.2 License to ORCADDY

You grant ORCADDY a worldwide, non-exclusive, royalty-free, transferable license to:

• (a)Host, store, and display your User Content as necessary to provide the Service;
• (b)Use aggregated and anonymized data derived from User Content for product development, service improvements, and analytics;
• (c)Share User Content with team members as authorized by you (for team plan subscribers);
• (d)Backup and archive User Content for security and disaster recovery purposes.

5.3 Team Data Sharing

• (a)For team plan subscribers, User Content created by team members may be shared with other authorized team members as configured by team administrators.
• (b)When you join a team plan, any notes created within that team context become accessible to the team organization and remain with the team even if you leave.
• (c)Historical notes created while on a team plan will remain accessible to the team organization after your departure from the team.

5.4 Aggregated Data Usage

ORCADDY may collect, analyze, and use aggregated, anonymized data derived from User Content for business purposes, including:

• (a)Improving the Service and developing new features;
• (b)Generating analytics and insights for product development;
• (c)Providing enterprise customers with aggregated insights from their organization's collective data (data remains within the same organization and is never shared with competitors or third parties).

5.5 No Cross-Company Data Sharing

5.6 ORCADDY Intellectual Property

The Service, including its software, design, trademarks, logos, and all intellectual property rights therein, is owned by ORCADDY. You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Service in accordance with these Terms. You may not copy, modify, distribute, or create derivative works based on the Service without ORCADDY's express written consent.

6.1 Data Retention

ORCADDY will retain your User Content for as long as your account remains active or as necessary to provide the Service. Even after account deletion, certain data may be retained for legal, regulatory, or operational purposes (e.g., billing records, audit logs).

6.2 Account Deletion and Data Export

• (a)You may delete your account at any time through account settings or by contacting support@orcaddy.com.
• (b)Prior to account deletion, you may export your personal notes and data through the Service's export functionality.
• (c)Upon account deletion, your personal solo notes will be permanently deleted after a 30-day grace period.
• (d)Notes created as part of a team plan will remain accessible to the team organization and will not be deleted when you delete your account.

6.3 Team Data Retention

If you are part of a team plan and create notes within that team context:

• (a)When you leave the team, your historical team notes remain with the team organization and are not deleted.
• (b)Future notes you create after leaving the team (if you maintain a solo account) are private to you and not shared with the former team.
• (c)If you delete your individual account entirely, your solo notes are deleted after 30 days, but team notes remain with the team organization.

6.4 Grace Period

After account deletion, ORCADDY retains your data for 30 days to allow for accidental deletion recovery. During this grace period, you may contact support@orcaddy.com to reactivate your account and restore your data. After 30 days, deleted data is permanently removed and cannot be recovered.

7.1 Privacy Policy

Your use of the Service is also governed by our Privacy Policy, which is incorporated into these Terms by reference. Please review the Privacy Policy to understand how we collect, use, and protect your information.

7.2 Data Security

ORCADDY employs industry-standard security measures to protect your data, including encryption, secure servers, and access controls. However, no system is completely secure, and ORCADDY cannot guarantee absolute security. You acknowledge and accept the inherent risks of transmitting data over the internet.

7.3 Third-Party Services

The Service may integrate with third-party services (e.g., analytics tools, payment processors). Your use of third-party services is subject to their respective terms and privacy policies. ORCADDY is not responsible for the practices of third-party service providers.

8.1 "AS IS" Service

8.2 No Medical Advice

8.3 No Guarantee of Accuracy

ORCADDY does not warrant that:

• (a)The Service will be uninterrupted, secure, or error-free;
• (b)User Content will be accurate, complete, or reliable;
• (c)Any defects or errors will be corrected;
• (d)The Service will meet your specific requirements.

8.4 User Responsibility

You acknowledge that you are solely responsible for:

• (a)The accuracy and legality of User Content you create;
• (b)Ensuring compliance with all applicable laws and regulations;
• (c)Making independent professional judgments regarding surgeon preferences and surgical procedures;
• (d)Verifying any information obtained through the Service before relying on it.

9.1 Exclusion of Damages

• (a)Loss of profits, revenue, or business opportunities;
• (b)Loss of data or information;
• (c)Business interruption;
• (d)Personal injury or property damage;
• (e)Any damages arising from reliance on User Content or the Service;

whether based on warranty, contract, tort (including negligence), or any other legal theory, even if ORCADDY has been advised of the possibility of such damages.

9.2 Cap on Liability

9.3 Essential Purpose

You acknowledge that the limitations of liability in this section are fundamental elements of the agreement between you and ORCADDY, and that ORCADDY would not provide the Service without these limitations.

9.4 State-Specific Limitations

Some jurisdictions do not allow the exclusion or limitation of certain warranties or damages. In such jurisdictions, ORCADDY's liability is limited to the maximum extent permitted by law.

You agree to indemnify, defend, and hold harmless ORCADDY and its officers, directors, employees, affiliates, agents, licensors, and service providers from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from or relating to:

• (a)Your use or misuse of the Service;
• (b)Your violation of these Terms;
• (c)Your violation of any applicable laws or regulations;
• (d)Your User Content or any third-party claim that your User Content infringes their intellectual property rights;
• (e)Your violation of any third-party rights;
• (f)Any harm or damages caused by your actions or omissions in connection with the Service.

ORCADDY reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you will cooperate with ORCADDY in asserting any available defenses.

ORCADDY reserves the right to modify these Terms at any time. We will notify you of material changes by:

• (a)Posting the updated Terms on the ORCADDY website;
• (b)Sending an email notification to your registered email address; or
• (c)Displaying a prominent notice within the Service.

Changes will become effective 30 days after notification, except for changes required by law, which may take effect immediately. Your continued use of the Service after the effective date constitutes acceptance of the revised Terms. If you do not agree to the changes, you must discontinue use of the Service and may cancel your account.

12.1 Termination by You

You may terminate your account at any time by following the account deletion process in your account settings or by contacting support@orcaddy.com.

12.2 Termination by ORCADDY

ORCADDY may terminate or suspend your access to the Service immediately, with or without notice, for any reason, including but not limited to:

• (a)Violation of these Terms or the Acceptable Use Policy;
• (b)Fraudulent or illegal activity;
• (c)Non-payment of fees;
• (d)Extended periods of inactivity;
• (e)Discontinuation of the Service.

12.3 Effect of Termination

Upon termination:

• (a)Your right to access and use the Service immediately ceases;
• (b)All licenses granted to you under these Terms are revoked;
• (c)You remain liable for all fees and charges incurred prior to termination;
• (d)Data deletion will occur as described in Section 6 (Data Retention and Deletion);
• (e)Sections 5 (Data Ownership), 7 (Privacy), 8 (Disclaimers), 9 (Limitation of Liability), 10 (Indemnification), and 13 (Dispute Resolution) survive termination.

13.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of law principles.

13.2 Informal Resolution

Before initiating any formal legal proceedings, you agree to first attempt to resolve any dispute informally by contacting ORCADDY at support@orcaddy.com. We will work in good faith to resolve the dispute within 60 days.

13.3 Binding Arbitration

If the dispute cannot be resolved informally, you and ORCADDY agree to resolve the dispute through binding arbitration in accordance with the American Arbitration Association (AAA) Commercial Arbitration Rules. The arbitration will be conducted in Seattle, Washington, or remotely via videoconference at your option.

13.4 Arbitration Rules

• (a)The arbitration shall be conducted by a single arbitrator.
• (b)Each party shall bear its own costs and fees, unless the arbitrator awards costs to the prevailing party.
• (c)The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
• (d)The parties agree to waive any right to a jury trial.

13.5 Class Action Waiver

13.6 Exceptions to Arbitration

Notwithstanding the above, either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property rights or confidential information.

13.7 Venue and Jurisdiction

If arbitration is not applicable or is found to be unenforceable, any legal action arising from these Terms shall be brought exclusively in the state or federal courts located in King County, Washington. You consent to the personal jurisdiction of such courts and waive any objection to venue.

14.1 Entire Agreement

These Terms, together with the Privacy Policy and Acceptable Use Policy, constitute the entire agreement between you and ORCADDY regarding the Service and supersede all prior agreements, understandings, and communications.

14.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

14.3 Waiver

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision. ORCADDY's failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

14.4 Assignment

You may not assign or transfer these Terms or your rights and obligations under these Terms without ORCADDY's prior written consent. ORCADDY may assign these Terms at any time without notice to you, including in connection with a merger, acquisition, or sale of assets.

14.5 Force Majeure

ORCADDY shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, natural disasters, pandemics, government actions, or failure of third-party services.

14.6 No Third-Party Beneficiaries

These Terms are for the benefit of you and ORCADDY only and do not create any third-party beneficiary rights.

14.7 Headings

The section headings in these Terms are for convenience only and have no legal or contractual effect.

14.8 Electronic Communications

By using the Service, you consent to receive electronic communications from ORCADDY, including emails, in-app messages, and notifications. You agree that all agreements, notices, and disclosures provided electronically satisfy any legal requirement that such communications be in writing.

For questions, concerns, or notices regarding these Terms, please contact us at: