Version 2.3.2.1
Improve Patient Care by simulating your procedure and share your plan before stepping into the OR. Use the universal image viewer to preoperatively analyze and simulate patient outcomes using in-software guides. Store your files in an encrypted database. Plan / schedule cases or collaborate with colleagues through a secure, HIPAA-compliant sharing platform.
Installation Instructions Release NotesIF YOU DOWNLOADED THE AUTO INSTALL VERSION
1) Double click to launch Surgimap.exe.
2) Follow the installation instructions.
IF YOU DOWNLOADED THE MANUAL INSTALL ZIP FILE
1) Open the SM2WindowsBundle.zip folder on your computer.
2) Create & name a new folder e.g. “Surgimap” on your computer, i.e. Desktop or C: Drive for hospital environment.
3) Move all contents of the SM2WindowsBundle.zip folder into the new folder you created in Step #2.
4) Double click to launch the Surgimap application (blue/white S icon).
Start using the benefits of Surgimap!
Version 2.3.2.1
Improve Patient Care by simulating your procedure and share your plan before stepping into the OR. Use the universal image viewer to preoperatively analyze and simulate patient outcomes using in-software guides. Store your files in an encrypted database. Plan / schedule cases or collaborate with colleagues through a secure, HIPAA-compliant sharing platform.
Installation Instructions Release NotesIMPORTANT: Do not drag Surgimap files to your Application folder!
IF YOU DOWNLOADED THE AUTO INSTALL VERSION
1) Double click to launch Surgimap.dmg.
2) Follow the installation instructions.
IF YOU DOWNLOADED THE MANUAL INSTALL DMG FILE
1) Open the SM2MacBundle.dmg folder on your computer.
2) Drag and drop the Surgimap folder to the Applications folder.
3) Go to Applications and open the Surgimap folder.
4) Double click to launch the Surgimap application (blue/white S icon).
Start using the benefits of Surgimap!
Version 2.3.2.1
Improve Patient Care by simulating your procedure and share your plan before stepping into the OR. Use the universal image viewer to preoperatively analyze and simulate patient outcomes using in-software guides. Store your files in an encrypted database. Plan / schedule cases or collaborate with colleagues through a secure, HIPAA-compliant sharing platform.
Installation Instructions Release NotesIMPORTANT: Do not drag Surgimap files to your Application folder!
WINDOWS
1) Open the SM2WindowsBundle.zip folder on your computer.
2) Create & name a new folder e.g. “Surgimap” on your USB drive.
3) Move all contents of the SM2WindowsBundle folder into the new folder you created in Step #2.
4) Double click to launch the Surgimap application (blue/white S icon).
MAC (OS X 10.8 & Higher)
1) Open the SM2MacBundle.dmg folder on your computer.
2) Create & name a new folder e.g. “Surgimap” on your USB drive.
3) Move all contents of the SM2MacBundle folder into the new folder you created in Step #2.
4) Double click to launch the Surgimap application (blue/white S icon) or two-finger click it and select “Open” in the drop-down menu.
Start using the benefits of Surgimap!
Improve Patient Care by simulating your procedure and share your plan before stepping into the OR. Access your encrypted database online to preoperatively analyze images and simulate patient outcomes. Plan / schedule cases or collaborate with colleagues through a secure, HIPAA-compliant sharing platform.
Version 1.5
Surgimap for Android is the perfect companion to Surgimap for viewing your patient database and evaluating radiographs on the go. Access your encrypted database from your mobile device to view and measure images in the OR. Plan / schedule cases or collaborate with colleagues through a secure, HIPAA-compliant sharing platform.
Version 2.2.35
Improve Patient Care by simulating your procedure and share your plan before stepping into the OR. Access your encrypted database on the go to preoperatively analyze images and simulate patient outcomes. Plan / schedule cases or collaborate with colleagues through a secure, HIPAA-compliant sharing platform.
Enter your Surgimap credentials to start the Download
Create a Surgimap account to initiate the download
Terms of Use
Last updated: December 2018
1. Acceptance of Terms
The Nemaris Services or Surgimap Services (as defined below) that Nemaris provides to User (as defined in the Nemaris Inc. Services Agreement) in connection with Surgimap.com and Nemaris.com are subject to the following Terms of Use ("TOU"). Nemaris reserves the right to update the TOU and package an updated TOU with software upgrades at any time. The most up-to-date version of the TOU will always be available on Surgimap.com. Violating these TOU may result in the suspension or deletion of a User's account.
1. This TOU, which incorporates by reference some other provisions applicable to use of Surgimap.com including but not limited to those from the Business Associate Agreement and Nemaris Inc. Services Agreement ("Services Agreement"), and the Nemaris Privacy Policy sets forth the terms and conditions that apply to use of Surgimap.com by User. By using Nemaris' Surgimap.com, User agrees to comply with all of the terms and conditions hereof. The right to use Surgimap.com is personal to User and is not transferable to any other person or entity. For that reason, all medical professionals who directly benefit from Surgimap Services must have their own active Surgimap account. User is responsible for all use of User's account (under any login name or password) and for ensuring that all use of User's account complies fully with the provisions of this TOU. User shall be responsible for protecting the confidentiality of User's password(s), if any.
2. Nemaris shall have the right at any time to change or discontinue any aspect or feature of Surgimap.com, including, but not limited to, content, hours of availability, and equipment needed for access or use.
3. For the purposes of these TOU, Surgimap.com, Nemaris.com, Nemaris.net, and Surgimapspine.com are to be treated interchangeably.
2. Changed Terms
Nemaris reserves the right at any time to change or modify the terms and conditions that apply to User's use of Surgimap.com, or any part thereof including the software platform featured on the site, or to impose new conditions on User, including but not limited to usage or service fees. Such changes, modifications, additions or deletions shall be effective immediately upon issuance of reasonable notice. Reasonable notice may take the form of postings on Surgimap.com, email notifications, conventional mailings, in-software prompts, or other commercially viable means. Any use of Surgimap.com by User after such notice shall be deemed to constitute acceptance by User of such changes, modifications or additions.
3. Description of Surgimap Services
Through Surgimap.com or Nemaris.com, Nemaris provides User with access to a variety of presently available resources or other resources that might be made available in the future, mainly product information (collectively "Surgimap Services," "Nemaris Services," or "Services"). The Surgimap Services, including any updates, enhancements, new features, and/or the addition of any new Web properties in Surgimap.com or Nemaris.com, are subject to these TOU.
4. Equipment
User shall be responsible for obtaining and maintaining all telephone, wireless services, computer hardware, software, and other equipment needed for access to and use of Surgimap.com and all charges related thereto.
5. User Conduct
1. User shall use Surgimap.com for lawful purposes only. User shall not post or transmit through Surgimap.com any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without Nemaris' express prior approval, contains advertising or any solicitation with respect to products or services. Any conduct by a User that in Nemaris' discretion restricts or inhibits any other User from using or enjoying Surgimap.com will not be permitted. User shall not use Surgimap.com to advertise or perform any commercial solicitation, including, but not limited to, the solicitation of users to become subscribers of other information services that compete with Nemaris Services or Surgimap software.
2. Surgimap Services contain copyrighted material, trade secrets, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound; the entire contents of Surgimap.com are copyrighted as a collective work under the United States and international intellectual property laws. Nemaris owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. User may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. User may download copyrighted material for User's personal use only. Creation and use of a Surgimap account for a medical professional (e.g., a surgeon who will rely on a Surgimap-generated pre-operative plan or Surgimap templated device implant) who does not have a dedicated, active, and independent Surgimap account that is linked to User's would violate these TOU. Except as otherwise expressly permitted under copyright law, no copying, redistribution, reverse engineering, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of Nemaris and the intellectual property owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. User acknowledges that it does not acquire any ownership rights by downloading copyrighted material.
3. User shall not upload, post or otherwise make available on Surgimap.com any material that is protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right. The burden of determining respective intellectual property ownership in these situations rests with User. User shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission. By submitting de-identified (as defined under HIPAA and its exceptions for treatment, healthcare operations, and payment) material to public areas of Surgimap.com, User automatically warrants that the owner of such material has granted Nemaris the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. User also permits any other User to access, view, store or reproduce the material for that User's personal use. User hereby grants Nemaris the right to edit, copy, publish, use, and distribute any material made available on Surgimap.com by User in any manner that is consistent with HIPAA regulations (e.g., deidentified data). Deidentified data use may include, but is not limited to, general improvements to the Surgimap software or other products of Nemaris or its affiliates, development of new features, workflow improvements, and formula creations for the benefit of Surgimap, Users, or patients.
4. The foregoing provisions of Section 5 are for the benefit of Nemaris, its subsidiaries, affiliates and its third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf.
6. Use of Surgimap Services
The Surgimap Services contain e-mail services (e.g., newsletters, case collaboration messages), bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, photo albums, file cabinets and/or other message or communication facilities that are designed to enable User to communicate with others (each a "Communication Service" and collectively, "Communication Services"). User agrees to use the Communication Services only to post, send and receive messages and materials that are proper, HIPAA-compliant, and, when applicable, related to the particular Communication Service. By way of example, and not as a limitation, User agrees that when using the Communication Services, User will not:
*Use the Communication Services in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise).
*Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
*Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information.
*Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless User own or control the rights thereto or have received all necessary consent to do the same.
*Use any material or information, including images or photographs, which are made available through the Surgimap Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party.
*Upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another's computer or property of another.
*Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Services specifically allows such messages.
*Falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
*Restrict or inhibit any other user from using and enjoying the Communication Services.
*Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
*Harvest or otherwise collect information about others, including e-mail addresses.
*Violate any applicable laws or regulations.
*Create a false identity for the purpose of misleading others, including Nemaris.
*Use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of users of the Services or other user or usage information or any portion thereof.
*Use outputs from Surgimap Services to build competitive products or in a manner inconsistent with Surgimap Branding Guidelines.
Nemaris has no obligation to monitor the Communication Services. However, Nemaris reserves the right to review materials posted to the Communication Services and to remove or modify any materials and content in its sole discretion. Acting in a manner proscribed above is considered a material breach of these TOU and Nemaris reserves the right to terminate User's access to any or all of the Communication Services in that instance without notice. Nemaris reserves the right at all times to disclose any information as it deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Nemaris' sole discretion.
Materials uploaded to the Communication Services may be subject to posted limitations on usage, reproduction and/or dissemination; User is responsible for adhering to such limitations if User downloads the materials.
Always use caution when giving out any personally identifiable information in any Communication Services. Nemaris does not control or endorse the content, messages or information found in any Communication Services and, therefore, Nemaris specifically disclaims any liability with regard to the Communication Services and any actions resulting from User's participation in any Communication Services. Managers and hosts are not authorized Nemaris spokespersons, and their views do not necessarily reflect those of Nemaris.
7. Member Account, Password & Security
Surgimap Services require all users (specifically all medical professionals who benefit either directly or indirectly from Surgimap Services) to open their own accounts, and a User must complete the registration process by providing Nemaris with current, complete and accurate information as prompted by the applicable registration form. User also will choose a password and a user name. User is entirely responsible for maintaining the confidentiality of User's password and account. Furthermore, User is entirely responsible for any and all activities that occur under User's account. User agrees to notify Nemaris immediately of any unauthorized use of User's account or any other breach of security. Nemaris will not be liable for any loss that User may incur as a result of someone else using User's password or account, either with or without User's knowledge. However, User could be held liable for losses incurred by Nemaris or another party due to someone else using User's account or password. User may not use anyone else's account at any time, without the permission of the account holder. Nor may User establish an account for the purpose of providing a third party service offering if those third parties have not created personal Surgimap accounts in their own names.
8. Representations and Attestations
User understands and acknowledges that Surgimap.com and the products featured therein for download, viewing, or use are intended for use by medical professionals (e.g., clinicians, practitioners, surgeons, nurses, support staff, researchers, etc.). User attests to the fact that User is considered a medical professional of some kind or someone who provides a service (e.g., film reading, measuring, simulations) to medical professionals, and User understands that Surgimap Services do not and not intended to supplant User's professional opinions about the nature of patient care. User attests to User's understanding that User must exercise independent judgment when evaluating and verifying any and all information contained in any Surgimap Service including but not limited to the Surgimap software platform.
If User is considered to be a research professional in the medical field, User attests to the fact that User has obtained all proper permissions (e.g., from an Independent Review Board, patient, hospital) to undertake any and all studies for which User is utilizing a Surgimap Service including the Surgimap software platform. User understands and acknowledges that it is not Nemaris' responsibility to verify the validity of such permissions or remind User to seek them.
9. Notice Specific to Software Available on This Site
Any software that is made available to download from the Surgimap Services ("Surgimap Software") is the copyrighted work of Nemaris and/or its suppliers. Use of the Surgimap Software is governed by the terms of the Nemaris Inc. Services Agreement, which accompanies or is included with the Surgimap Software. An end user will be unable to install any Surgimap Software that is accompanied by or includes a Services Agreement unless he or she first agrees to the Services Agreement terms.
Any reproduction or redistribution of the Surgimap Software not in accordance with the Services Agreement is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.
WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SURGIMAP SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE SERVICES AGREEMENT ACCOMPANYING SUCH SURGIMAP SOFTWARE. THE SURGIMAP SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE SERVICES AGREEMENT. EXCEPT AS WARRANTED IN THE SERVICES AGREEMENT, NEMARIS HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SURGIMAP SOFTWARE, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE.
FOR YOUR CONVENIENCE, NEMARIS MAY MAKE AVAILABLE AS PART OF THE SURGIMAP SERVICES OR IN ITS SURGIMAP SOFTWARE PRODUCTS, TOOLS AND UTILITIES FOR USE AND/OR DOWNLOAD. NEMARIS DOES NOT MAKE ANY ASSURANCES WITH REGARD TO THE ACCURACY OF THE RESULTS OR OUTPUT THAT DERIVES FROM SUCH USE OF ANY SUCH TOOLS AND UTILITIES. PLEASE RESPECT THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS WHEN USING THE TOOLS AND UTILITIES MADE AVAILABLE ON THE SURGIMAP SERVICES.
10. Notice Specific to Documents that Are Available on This Web Site
Permission to use documents (such as white papers, press releases, datasheets and FAQs) from the Surgimap Services is granted, provided that (1) the below copyright notice appears in all copies and that both the copyright notice and this permission notice appear, (2) use of such documents from the Surgimap Services is for informational and non-commercial or personal use only and will not be copied or posted on any network computer or broadcast in any media, (3) no modifications of any documents are made, and (4) must be consistent with the Surgimap Branding Guidelines found on Surgimap.com. Accredited educational institutions, such as universities, private/public colleges, and state community colleges, may download and reproduce the documents for distribution in the classroom. Distribution outside the classroom requires express written permission. Use for any other purpose is expressly prohibited by law, and may result in severe civil and criminal penalties.
NEMARIS AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION CONTAINED IN THE DOCUMENTS AND RELATED GRAPHICS PUBLISHED AS PART OF THE SURGIMAP SERVICES FOR ANY PURPOSE. ALL SUCH DOCUMENTS AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. NEMARIS AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IN NO EVENT SHALL NEMARIS AND/OR ITS RESPECTIVE SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF INFORMATION AVAILABLE FROM THE SURGIMAP SERVICES.
THE DOCUMENTS AND RELATED GRAPHICS PUBLISHED ON THE SURGIMAP SERVICES COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. NEMARIS AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE PRODUCT(S) AND/OR THE PROGRAM(S) DESCRIBED HEREIN AT ANY TIME.
11. Notices Regarding Surgimap Software, Documents, and Services that Are Available on this Site
Except as otherwise provided in the indemnification sections of the Services Agreement or these Terms of Use, in no event shall Nemaris or its suppliers be liable for any special, indirect, or consequential damages or any damages whatsoever resulting from loss of use, data, or profits, whether in an action of contract, negligence or other tortuous action, arising out of or in connection with the use or performance of Surgimap software, documents, provision of or failure to provide Nemaris Services, or information available from the Nemaris services.
12. Materials Provided to Nemaris or Posted at Any of Its Web Sites
Nemaris does not claim ownership of the material that Users provide to Nemaris or other Users while using Nemaris' web sites or its Surgimap software, and this includes feedback and suggestions (collectively, "Submission(s)"). This also includes postings, uploads, input, and submissions to any Nemaris Service or its associated services. Note that this is particularly true of things posted for review by others either in the medical community or in the general public, whether it is in public or private.
However, by posting, uploading, inputting, providing, or submitting (collectively, "Posting") User's Submissions or inputting data in the Surgimap software and sharing it, User grants Nemaris, its affiliated companies and their collective sub-licensees permission to use User's Submission in a HIPAA-compliant manner in connection with the operation of their Internet businesses (including, without limitation, all Nemaris Services). These rights include without limitation the license rights to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat User's Submission; to publish User's name in connection with User's Submission; to design improvements to the software or other products of Nemaris or its affiliates and analyze data for medical insights; and the right to sub-license such rights to any supplier of the Services. The rights granted in this paragraph specifically exclude anything that would jeopardize Protected Health Information ("PHI") under HIPAA or related New York State health laws.
No compensation will be paid with respect to the use of User's Submission, as provided herein. Nemaris is under no obligation to post or use any Submission that User may provide and Nemaris may remove any Submission at any time in its sole discretion. By Posting a Submission User warrants and represents to own or otherwise control all of the rights to User's Submission as described in these Terms of Use including, without limitation, all the rights necessary for User to provide, post, upload, input or submit the Submissions.
In addition to the warranty and representation set forth above, by Posting a Submission that contains images, photographs, pictures or that are otherwise graphical in whole or in part ("Images"), User warrants and represents that (a) User is the copyright owner of such Images, or that the copyright owner of such Images has granted User permission to use such Images or any content and/or images that are contained in such Images consistent with the manner and purpose of User's use and as otherwise permitted by the Services Agreement, these Terms of Use and the Business Associate Agreement, (b) User has the rights necessary to grant the licenses and sublicenses described in these Terms of Use, and/or (c) that each person depicted in such Images, if any, has provided appropriate consent to the use of the Images as set forth in these Terms of Use if necessary, including, by way of example, and not as a limitation, consent to distribute, publicly display and reproduce such Images. By Posting Images, User is granting (a) to all members of User's private community (as defined by the specified group with which User has explicitly chosen to transmit Images when e.g., sharing a case), and/or (b) to the general public (i.e., for each such Image available anywhere on Nemaris Services, other than in a private community), permission to use User's Images in connection with the use, as permitted by these Terms of Use, of any of the Nemaris Services. This permission is tantamount to a non-exclusive, world-wide, royalty-free license to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat User's Images without having User's name attached to such Images, as well as the right to sublicense such rights to any supplier of the Services. The licenses granted in the preceding sentences for Images will terminate at the time User completely removes the Images from Nemaris Services, provided that such termination shall not affect any licenses that were granted in connection with such Images prior to the time User completely removed such Images. No compensation will be paid with respect to the use of User's Images.
13. Disclaimer of Warranty; Limitations of Liability
Except as provided below in the Indemnification section of this agreement or the Services Agreement:
1. USER EXPRESSLY AGREES THAT USE OF SURGIMAP.COM IS AT USER'S SOLE RISK. NEITHER NEMARIS, NOR ITS AFFILIATES AND THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS, OR LICENSORS WARRANT THAT SURGIMAP.COM WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF SURGIMAP.COM, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE THAT IS PROVIDED THROUGH SURGIMAP.COM.
2. SURGIMAP.COM IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT.
3. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. USER SPECIFICALLY ACKNOWLEDGES THAT NEMARIS IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH USER.
4. IN NO EVENT WILL NEMARIS, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING SURGIMAP.COM BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE SURGIMAP.COM. USER HEREBY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON THE SURGIMAP.COM.
5. IN ADDITION TO THE TERMS SET FORTH ABOVE, NEITHER NEMARIS, NOR ITS AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS SHALL BE LIABLE REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED WITHIN SURGIMAP.COM, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO THE USER, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM. NONE OF THE FOREGOING PARTIES SHALL BE LIABLE FOR ANY THIRD-PARTY CLAIMS OR LOSSES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, PUNITIVE OR CONSEQUENTIAL DAMAGES.
6. PRIOR TO THE EXECUTION OF ANY TRADE OF SECURITIES, USERS ARE ADVISED TO CONSULT WITH THEIR BROKERS OR OTHER FINANCIAL PLANNERS TO VERIFY PRICING AND OTHER INFORMATION. NEMARIS, ITS AFFILIATES, INFORMATION PROVIDERS, AND CONTENT PARTNERS SHALL HAVE NO LIABILITY FOR INVESTMENT DECISIONS BASED ON THE INFORMATION PROVIDED. NEITHER NEMARIS, NOR ITS AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERSWARRANT OR GUARANTEE THE TIMELINESS, SEQUENCE, ACCURACY OR COMPLETENESS OF THIS INFORMATION. ADDITIONALLY, THERE ARE NO WARRANTIES AS TO THE RESULTS OBTAINED FROM THE USE OF THE INFORMATION.
7. FORCE MAJEURE: NEITHER PARTY WILL BE RESPONSIBLE FOR ANY FAILURE OR DELAY IN PERFORMANCE DUE TO CIRCUMSTANCES BEYOND ITS REASONABLE CONTROL. THIS INCLUDES WITHOUT LIMITATION, ACTS OF GOD, WAR, RIOT, EMBARGOES, ACTS OF CIVIL OR MILITARY AUTHORITIES, FIRE, FLOODS, ACCIDENTS, SERVICE OUTAGES RESULTING FROM EQUIPMENT AND/OR SOFTWARE FAILURE AND/OR TELECOMMUNICATION FAILURES, POWER FAILURES, NETWORK FAILURES, FAILURES OF THIRD PARTY SERVICE PROVIDERS (INCLUDING PROVIDERS OF INTERNET SERVICES AND TELECOMMUNICATIONS). THE PARTY AFFECTED BY ANY SUCH EVENT SHALL NOTIFY THE OTHER PARTY WITHIN A MAXIMUM OF FIFTEEN (15) DAYS FROM OCCURENCE. THE PERFORMANCE OF THIS AGREEMENT SHALL THEN BE SUSPENDED FOR AS LONG AS ANY SUCH EVENT SHALL PREVENT THE AFFECTED PARTY FROM PERFORMING ITS OBLIGATIONS UNDER THIS AGREEMENT.
14. Links to Third Party Sites
Links to third party sites may appear on Nemaris' web sites or other Services, including Surgimap.com, Nemaris.com, or Surgimap software. Clicking these links will direct User away from Nemaris' web sites and software; these third party sites are not under the control of Nemaris, and Nemaris is not responsible for the contents that a User encounters on any of these third party sites. Should these links ever be placed in a Nemaris Service, they will be provided only as a convenience for Users and the inclusion of said links does not imply an endorsement of any kind.
Should Nemaris supply its Users with a links to third party sites, it would do so only as a distributor as opposed to a publisher of the content supplied that is by third parties. Any opinions, advice, statements, services, offers, or other information that are expressed or made available by third parties, including information providers, Users or any other user of Surgimap.com, are those of the respective author(s) and not of Nemaris. Neither Nemaris nor any third-party provider of information guarantees the accuracy, completeness, or usefulness of any content, nor its merchantability or fitness for any particular purpose.
In some instances, the content that is accessible to Surgimap software and Surgimap.com Users is User-generated and represents the opinions and judgments of the respective information providers or Users. In these instances, Nemaris neither endorses nor is responsible for the accuracy or reliability of any such opinion, advice or statement made on Nemaris Services including Surgimap.com, unless these opinions were expressed by authorized Nemaris employee spokespersons while acting in their official professional capacities. Under no circumstances will Nemaris be liable for any loss or damage caused by a User's reliance on unauthorized information obtained through Surgimap.com. It is the responsibility of User to evaluate the accuracy, completeness, and usefulness of any information, opinion, advice or other content that is made available through Nemaris. Please seek the advice of professionals, as appropriate, regarding the evaluation of any specific information, opinion, advice or other content.
15. Unsolicited Idea Submission Policy
Neither Nemaris nor its employees accept or consider unsolicited ideas, including ideas for new advertising campaigns, new promotions, new products, or technologies, processes, materials, marketing plans, or new product names. Please do not send any original creative artwork, samples, demos, or other works to Nemaris. The sole purpose of this policy is to avoid potential misunderstandings, disputes, or confusion in the event that Nemaris' products or marketing strategies appear similar to ideas that might be submitted to Nemaris. If, despite Nemaris' request, you still send unsolicited ideas, please understand that Nemaris makes no assurances that your ideas and materials will be treated as confidential or proprietary. Please note that the unsolicited ideas that are referenced in this paragraph are not to be confused with the submission of User feedback regarding any of Nemaris' services.
16. Monitoring
Nemaris shall have the right, but not the obligation, to monitor the content of Surgimap.com, including chat rooms and forums, to determine compliance with this Agreement and any operating rules established by Nemaris and to satisfy any law, regulation or authorized government request. Nemaris shall have the right in its sole discretion to edit, refuse to post, or remove any material submitted to or posted on Surgimap.com if and when such features of the site are activated. Without limiting the foregoing, Nemaris shall have the right to remove any material that Nemaris, in its sole discretion, finds to be in violation of the provisions of this Agreement or is otherwise objectionable.
17. Indemnification
User agrees to defend, indemnify and hold harmless Nemaris, its affiliates and their respective directors, officers, employees and agents from and against any actual or alleged claims, actions, demands, costs, fees, liabilities, expenses, and settlements (including, without limitation, reasonable legal, accounting and expert fees), arising from or related to the gross negligence or intentional misconduct of User in connection with any use of the Surgimap Services including Surgimap and/or Surgimap.com, by User or in association with User's account.
18. Termination
Either Nemaris or User may terminate this Agreement at any time. Without limiting the foregoing, Nemaris shall have the right to terminate User's accounts immediately in the event of a material breach of this Agreement. For more details on termination of accounts, please review the Nemaris Business Associate Agreement.
19. Miscellaneous
These Terms of Use for Nemaris' Services, including Surgimap, are intended to be read and understood in conjunction with its Services Agreement and its Business Associate Agreement, as well as any Master Services Agreement (if any) between Nemaris and User or User's institution or organization. Together, these agreements constitute the entirety of the agreement between these parties with respect to the subject matter hereof, and they supersede any and all agreements with respect to the subject matter at hand. These Terms of Use, like the other agreements that are mentioned in this paragraph, are to be construed in accordance with the laws of the United States and the State of New York, without regard to its conflict of laws rules. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
20. Copyright Notice
All content included in or made available through any Nemaris Service, including Surgimap, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software is the property of Nemaris or its content suppliers and protected by United States and international copyright laws. Copyright and other relevant intellectual property rights exist on all text relating to Nemaris' Services including Surgimap and the full content of Nemaris' web sites. The compilation of all content included in or made available through any Nemaris Service is the exclusive property of Nemaris and is protected by U.S. and international copyright laws. Should User have express permission to reproduce Nemaris content in any way, the reproduction must be consistent with the Surgimap Branding Guidelines (e.g., it must be accompanied by the following copyright notice: "A Nemaris, Inc.© product, New York, New York 2018" (or current year)).
21. Trademarks
Nemaris' non-exhaustive list of registered trademarks includes "Surgimap," as well as the "Physician Driven Imaging Solution." In addition, graphics, logos, page headers, button icons, scripts, and service names included in or made available through any Nemaris Service including Surgimap are trademarks or trade dress of Nemaris in the United States and other countries. Nemaris' trademarks and trade dress may not be used in connection with any product or service that is not Nemaris', in any manner that is likely to cause confusion among customers or in any manner that disparages or discredits Nemaris. All other trademarks that are not owned by Nemaris that appear in any Nemaris Service are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Nemaris.
Any rights not expressly granted herein are reserved.
©2018, Nemaris, Inc.
Nemaris, Inc. Services Agreement (formerly "User Agreement")
Last updated: May 2018
PLEASE READ THIS AGREEMENT CAREFULLY, AS THIS SERVICES AGREEMENT CONSTITUTES A BINDING CONTRACT.
This Services Agreement (the "Agreement") describes the terms and conditions applicable to your access and use of any products or services ("Services") offered by Nemaris, Inc. ("Nemaris"). Nemaris may amend this Agreement at any time by posting the amended Agreement on its website and/or providing you with notice via email or other reasonable and commonly accepted modes of delivery. Users are deemed to have been apprised of and bound by any changes to this Agreement once such notice has been provided. Any use of Services after such notice shall be further evidence of your acceptance of such changes. Nemaris may make changes to the Agreement at any time. You understand that Nemaris may discontinue or restrict use of Services for any reason. This Agreement is effective the earlier of either the date upon which you use Services or the date upon which you click the associated "I accept" button (i.e., the "Effective Date").
1. Definitions. As applicable to this Agreement:
"Content" includes all the images, recordings, information, data, documents, software, material, text products and services that are offered or made available to User while using the Service.
"Customer Data" includes any and all images, data, documents, information and material that is made available or submitted by User while using the Service.
"Intellectual Property" includes any and all inventions (whether patentable or not), patent applications, patents, design rights, registered or unregistered copyrights, registered or unregistered trademarks, copyright or trademark applications, service marks, trade names, domain name rights, mask work rights, proprietary procedures, know-how and other trade secret rights, and all other intellectual property, as well as any and all derivatives, modifications, enhancements and updates thereof.
"Medical Consultation" includes providing another physician or organization with professional medical information or opinions in connection with a professional relationship upon which the consulting physician or organization may rely in providing Professional Services to patients or health organizations.
"Nemaris know-how" ("know-how") includes without limitation all of Nemaris' proprietary information, know-how, and technology (including image acquisition and processing methods, software, processes, hardware, products, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical or information-related material or information) provided or made known by Nemaris in providing the Service. To avoid doubt, Nemaris shall at all times have, to the extent possible, own and retain Intellectual Property Rights in and to any and all Nemaris know-how.
"Participant" includes any Service-using individual, corporation, organization or entity, including without limitation any User and/or medical professional who offers, provides, posts, or utilizes any information using the Service.
"Personally identifiable information" includes (but is not limited to) any information that can be linked to or associated with any particular individual, corporation, organization or entity, including without limitation any name, address, phone number, e-mail address, or date of birth.
"Practice of Medicine" includes presenting one's self to the public as being trained and qualified to analyze, diagnose, treat, prescribe for, palliate, or prevent any human accidental or natural deformity, disease, ailment, pain, injury, or physical or mental condition, whether by the use of exercise, surgical manipulation, drugs, electricity, or any physical, mechanical, psychological, or other means.
"Protected Health Information" ("PHI") includes any and all information that may identify a particular person and that relates to the person's past, present, or future physical or mental health or condition and that is related to health care services.
"Professional Services" includes professional information, services or support provided to any public or private corporation, organization, group, entity, or any other individual or member of the public in actual or assumed professional capacity or under the auspices of being performed by a member of a profession within a specific field, including without limitation the Practice of Medicine.
"Service" includes any of Nemaris' products or services, including without limitation Nemaris' storage medium based or internet online services for medical image acquisition and processing, information retrieval or exchange, analysis, support, or other services invented, developed, instituted, operated and/or maintained by Nemaris.
"User" includes any party registering for Services upon execution and compliance with the terms and conditions of this Agreement. To avoid doubt, execution and compliance with the terms and conditions of this Agreement is a condition that must be fulfilled prior to any use of the Service. Any use or attempted use of the Services without execution of the Agreement, and/or without full compliance with the terms and conditions of this Agreement, shall constitute unauthorized use and access to the Services.
2. Use of Nemaris Service Modules.
2.1 No Medical Analysis, Diagnoses or Proposal for Procedures by Nemaris. User fully understands and agrees that the Services provided hereunder, including without limitation all information obtained from the use of Services, are to be used strictly in accordance with this Agreement and solely for the benefit of the User in its performance of medical research, training, Professional Services, and/or the Practice of Medicine. Nemaris and its Services are neither able to nor designed to provide by themselves any valid medical diagnosis, plans for treatment, medical research, training, Professional Services and/or Practice of Medicine. User shall at all times remain fully responsible for providing any and all necessary analysis, diagnosis, consultation, treatment, planning, medical research, training and care with respect to any Medical Consultation, Professional Services and/or Practice of Medicine rendered, and Nemaris expressly disclaims any such involvement by virtue of its provision of the Services or otherwise. Suggestions, information or opinions expressed by linkage to other professionals or organizations on the Service are those of the respective authors only, not those of Nemaris or any of its affiliates, officers, directors, employees, agents, licensors and/or suppliers, and Nemaris expressly disclaims any and all responsibility with respect to any such suggestions, information and/or opinions. When using Services for research, User is responsible for obtaining all appropriate permissions beforehand (e.g., from an IRB or hospital), and Nemaris expressly disclaims any and all responsibility for verification of those permissions.
2.2 No Practice of Medicine by Nemaris. User fully understands and agrees that using the Service does not constitute and may not be relied upon as Medical Consultation, the Practice of Medicine, or Professional Services. User hereby represents and warrants that any possible compensation, or any other form of consideration or tender exchanged between Participants related to the use of the Service shall be expressly and clearly unrelated to any charges, consideration or tender between Nemaris and User arising from, related to, or in connection with any use of the Service pursuant to the Agreement.
2.3 No Patient/Physician Relationship. Receiving or using any information facilitated by the Service, or otherwise participating or benefiting from the Service, shall not create a patient/physician relationship between User and/or Nemaris with any other Participant or third party. Nemaris specifically and expressly disclaims any such relationships.
2.4 No Standards of Care Created. User consents and recognizes that information obtained or provided by Nemaris cannot be construed as establishing or stating standards of care applicable to the Practice of Medicine, Professional Services, Medical Consultation, or to any third party. User and Participants realize that they have a personal and independent duty to analyze, professionally examine, diagnose, and plan treatment, and that they cannot base medical decisions, or any Practice of Medicine, Professional Services or Medical Consultation upon suggestions, information, or opinions provided by or obtained through the Service. Participants shall not expressly or impliedly, knowingly or unknowingly, represent that information provided by Participants or Nemaris, including without limitation, advice or information obtained or obtainable through the Service, constitutes or may be the basis of any Medical Consultation, Professional Services, Practice of Medicine or prescription as to particular medical standards of care for any patient.
2.5 No Responsibility for Use of Medical Devices. Nemaris is not responsible for the functioning or usage of medical implants or devices described or discussed in the Services, including "off-label" usage. Only the User and Participants themselves are responsible for providing Professional Services, Medical Consultation, or Practice of Medicine with respect to the use of specific medical implants or devices.
2.6 Professional Liability Insurance. Any User who purports to be engaged in the Practice of Medicine and/or provides any Medical Consultation, hereby represents and warrants that he/she is a Board Certified or Board Eligible physician, or maintains equivalent status (as closely as possible) based on the laws and regulations of the foreign jurisdiction in which such User resides and practices. Each and every such User agrees and covenants that he/she has and will maintain in place at all times professional liability insurance, acceptable to Nemaris in form, substance and amount, of at least the amount of $1,000,000 (i.e., U.S. dollars) in coverage per occurrence, or equivalent coverage--as closely as possible--based on the currency and insurance coverage available in the foreign jurisdiction in which such User resides and practices. Each participating medical professional shall immediately cease the use of any Services if his or her professional certification, eligibility or liability coverage is interrupted, reduced, modified, altered, suspended, terminated or if it expires for any reason, and notify Nemaris immediately in any such case.
3. Licenses & Restrictions. User acknowledges and agrees that, as between the parties, Nemaris owns all right, title, and interest in and to the Service, including all Intellectual Property therein. Nemaris hereby grants to the properly registered User, a non-exclusive, non-transferable, non-sublicensable, fully-revocable right to access and use the Service by the means provided by Nemaris, for User's use strictly in accordance with this Agreement and solely for the benefit of the User in its performance of medical research, training, Professional Services and/or the Practice of Medicine. All rights not expressly granted to User are reserved by Nemaris and its licensors. Specifically, without the express written permission of Nemaris, User shall not (i) in any way license, sublicense, sell, resell, transfer, assign, distribute or otherwise professionally or commercially exploit or make available to any third party the Service in any way; (ii) modify, change, or make derivative works based upon the Service; (iii) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a service or product using similar features, tools, functions, processes, or graphics of the Service, or (c) copy any features, functions, tools, images, or graphics of the Service.
4. Privacy & Security. Users may be asked to submit personally identifiable information and/or Protected Health Information relating to themselves or to patients. Nemaris agrees to use reasonable and appropriate technical, administrative, and physical security controls to protect personally identifiable information and PHI from disclosure to unauthorized parties as required under HIPAA and other laws.
Nemaris may ask for and collect certain personally identifiable information. Depending on the information and/or services you request, you may be asked to provide your name, email addresses and/or other information. Once you provide your personal information, you are not anonymous to Nemaris. Nemaris may also collect information about how you use the Surgimap Software (the "Software"), including without limitation the number of computers on which the Software was used, the length of time in each user session, and how individual features are used or ignored within the Software. Nemaris may also collect non-identifiable information about patient diagnostic categories and the types of surgeries you plan to perform. NEMARIS DOES NOT INTENTIONALLY COLLECT ANY PERSONALLY IDENTIFIABLE PATIENT INFORMATION. As required under HIPAA, any and all information that is collected is encrypted and stored on HIPAA-compliant servers.
In addition to the information that you knowingly provide, Nemaris collects other information such as domain names and IP addresses of its visitors, along with usage statistics (e.g., types of web browsers and operating systems used). This data is used to more efficiently operate Nemaris' business and services and administer Nemaris' Website. Nemaris' collection and use of data is more fully explained in its accompanying Privacy Policy which you should read and which is also part of this Agreement.
In the future, we may sell some or all or our assets. In such transactions, customer information is generally one of the transferred business assets. In the event of a sale of our assets including our database, customer information will be transferred. We will require buyers to honor our privacy policy.
Information Sharing with Unaffiliated Third Parties : Nemaris may disclose your personally identifiable information to another entity (i) for purposes of outsourcing one or more of the functions described in the previous section; (ii) to confirm or update information provided by you; (iii) to inform you of important information; and/or (iv) as a part of a sale of assets as described in the previous section. We may also share your information in response to a subpoena, legal order or official request, when we believe you have acted in violation of the User Agreement, or when we believe that doing so may protect your safety or the safety of others.
Information Sharing with Affiliated Companies: We may share your personally identifiable information with other companies in the Nemaris family, co-branding partners and network partners. We will require the recipient to comply with the provisions of this privacy policy.
Sharing and Use of De-identified Information : Information that is de-identified (i.e., stripped of any information that could be used to identify you) may be used by Nemaris for any reason. This information is usually aggregated (i.e., combined with information from many other users), and may include information such as traffic patterns and trends in connection with various types of inquiries.
5. HIPAA: Business Associate Agreement.
This Services Agreement can only be read in association with Nemaris' Business Associate Agreement. User's assent to this Services Agreement is only made valid by subsequent assent to Nemaris' Business Associate Agreement. User cannot use Nemaris Services without agreeing to respect the terms and conditions of HIPAA law.
6. User Accounts.
6.1. Upon registration, Nemaris shall assign an account and issue a member ID and password (the latter shall be chosen by a User during registration) to each User.
6.2. A set of User ID and password is unique to a single account. Each User shall be solely responsible for maintaining the confidentiality and security of such User's User ID and password and for all activities that occur under such User's account. No User may share, assign, or permit the use of his or her User account, ID or password by another person outside of the User's own business entity. Each User agrees to notify Nemaris immediately if such User becomes aware of any unauthorized use of his or her password, her or his account, or any other breach of security of such User's account.
6.3. User agrees that all activities that occur under such User's account (including without limitation, posting any company or product information, clicking to accept any Additional Agreements or rules, subscribing to or making any payment for any services) will be deemed to have been authorized by the User.
6.4. User acknowledges that sharing of User's account with other persons, or allowing multiple users outside of User's business entity to use User's account (collectively, "multiple use"), may cause irreparable harm to Nemaris or other Users of the Site. User shall indemnify Nemaris, our affiliates, directors, employees, agents and representatives against any loss or damages (including but not limited to loss of profits) suffered as a result of the multiple use of User's account. User also agrees that in case of the multiple use of User's account or User's failure to maintain the security of User's account, Nemaris shall not be liable for any loss or damages arising therefrom and shall have the right to suspend or terminate User's account without liability to User.
7. User's Responsibilities
7.1. Each User represents, warrants and agrees that (a) it has full power and authority to accept the Terms, to grant the license and authorization and to perform the obligations hereunder; (b) it uses or shall use the Site and Service for business purposes only; and (c) the address it provides when registering is the principal place of business of its business entity or the email address it provides is a valid business correspondence address.
7.2. User will be required to provide information or material itself or its business information as part of the registration process on the Site or use of any Service or the member account. Each User represents, warrants and agrees that (a) such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Site or Service is true, accurate, current and complete, and (b) it will maintain and promptly amend all information and material to keep it true, accurate, current and complete.
7.3. Upon becoming a User, you consent to the inclusion of the contact information about you in our databases and authorize Nemaris and our affiliates to share or use that information in accordance with the Privacy Policy.
7.4. Each User represents, warrants and agrees that User shall:
a. carry on User's activities on the Site in compliance with any applicable laws and regulations;
b. conduct User's business transactions with other users of the Site in good faith;
c. carry on User's activities in accordance with the Terms and any applicable Additional Agreements;
d. not use the Service or Site to defraud any person or entity (including without limitation sale of stolen items, use of stolen credit/debit cards);
e. not impersonate any person or entity, misrepresent User or User's affiliation with any person or entity;
f. not engage in spamming or phishing;
g. not engage in any other unlawful activities (including without limitation those which would constitute a criminal offence, give rise to civil liability, etc.) or encourage or abet any unlawful activities;
h. not involve attempts to copy, reproduce, exploit or expropriate Nemaris' proprietary directories, databases and listings;
i. not involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information;
j. not involve any scheme to undermine the integrity of the data, systems or networks used by Nemaris and/or any user of the Site or gain unauthorized access to such data, systems or networks;
k. not engage in any activities that would otherwise create liability for Nemaris.
7.5. User may not use the Service and member account to engage in activities which are identical or similar to Nemaris' medical imaging and pre-operative planning business.
7.6. User agrees to provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for Nemaris' provision of the Service, evaluating whether User has breached the Terms and/or handling any complaint against the User. If User's failure to do so results in delay in, or suspension or termination of, the provision of any Service, Nemaris shall not be obliged to extend the relevant service period nor shall be liable for any loss or damages arising from such delay, suspension or termination.
7.7. User acknowledges and agrees that Nemaris shall not be required to actively monitor nor exercise any editorial control whatsoever over the content of any message or material or information created, obtained or accessible through the Service or Site. Nemaris does not endorse, verify or otherwise certify the contents of any comments, images, or material or information made by any User. Each User is solely responsible for the contents of their communications and may be held legally liable or accountable for the content of their comments or other material or information
7.8. User acknowledges and agrees that each User is solely responsible for observing applicable laws and regulations in its respective jurisdictions to ensure that all use of the Site and Service are in compliance with the same.
8. Breaches by Users
8.1. Any information, content or material on the Site you create, display or share when created, displayed, or shared by a User shall be referred to as "User Content." Sugimap reserves the right in our sole discretion to remove, modify or remove, or reject User Content that we reasonably believe is unlawful, violates the Terms, could subject Nemaris or our affiliates to liability, or is otherwise found inappropriate in Nemaris' opinion.
8.2. If any User breaches any Terms or if Nemaris has reasonable grounds to believe that any User is in breach of any the Terms, Nemaris shall have the right to impose a penalty against the User, or suspend or terminate the User's account or subscription of any Service without any liability of Nemaris to the User. Nemaris shall also have the right to restrict, refuse or ban any and all current or future use of any other Service that may be provided by Nemaris. The penalties that Nemaris may impose include, among others, warning, removing any User Content, imposing restrictions on User Content, or imposing restrictions on the User's use of any features or functions of any Service for such period as Nemaris may consider appropriate in our sole discretion.
8.3. Without limiting the generality of the provisions of the Terms, a User would be considered as being in breach of the Terms in any of the following circumstances:
a. upon complaint or claim from any third party, if Nemaris has reasonable grounds to believe that such User has willfully or materially failed to perform its contract with such third party,
b. Nemaris has reasonable grounds to suspect that a User has used false or misleading information in any transaction with a counter party,
c. Nemaris has reasonable grounds to suspect that any information provided by the User is not current or complete or is untrue, inaccurate, or misleading, or
d. Nemaris believes that the User's actions may cause financial loss or legal liability to Nemaris or our affiliates or any other Users.
8.4. Nemaris reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, and as described in our Privacy Policy, Nemaris may disclose the User's identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action. Nemaris shall not be liable for damages or results arising from such disclosure, and User agrees not to bring any action or claim against Nemaris for such disclosure.
8.5. If a User is in breach of the Terms, Nemaris also reserves the right to publish the records of such breach. If such breach involves or is reasonably suspected of involving dishonest or fraudulent activities, Nemaris also reserves the right to disclose the records of such breach to our affiliates. Such Nemaris affiliates may impose limitation on, suspend or terminate the User's use of all or part of the services provided by such affiliates to the User, take other remedial actions, and publish the records about the User's breach of the Terms on the websites operated by or controlled by such Nemaris affiliates.
8.6. Each User agrees to indemnify Nemaris, our affiliates, directors, employees, agents and representatives and to hold them harmless, from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from such User's submission, sharing or display of any User Content, from User's use of the Site or Service, or from User's breach of the Terms.
8.7. Nemaris reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the User, in which event the User shall cooperate with Nemaris in asserting any available defenses.
9. Fees. It is agreed that, as consideration for the Services to be provided under this Agreement, every User shall pay Nemaris the fees or subscription amounts presented by Nemaris at the time of purchase, if any, and the terms and conditions presented at that time shall become a part of this Agreement. User shall be responsible for any and all of its costs and expenses in registering, connecting to and using the Services, and with respect to the performance of its obligations under this Agreement.
10. License to Customer Data. In the course of using the Service, User may submit Customer Data. User hereby grants to Nemaris a non-exclusive, perpetual, royalty-free, fully paid, worldwide right to use, copy, distribute, display, disclose, sublicense, transfer, perform, modify and make derivative works from such Customer Data, in connection with Nemaris' development, invention, provision, implementation, operation, maintenance and testing of the Service. User, not Nemaris, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Nemaris shall not be responsible or liable for the deletion, accuracy, correction, disclosure, destruction, damage, loss or failure to store any Customer Data.
11. Intellectual Property Ownership. Nemaris alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Nemaris know-how, Intellectual Property, Content and the Service. This Agreement is not a sale and does not convey to User any rights of ownership in or related to the Service, the Nemaris know-how, Intellectual Property, Content or the Service. The Nemaris and Nemaris names, the Nemaris and Nemaris logos, and the product names associated with the Service are trademarks of Nemaris or third parties, and no right or license is granted to use them.
12. Term and Termination.
12.1. This Agreement shall take effect on the Effective Date and will continue to be in effect for the duration of the User's subscription period as communicated to User by Nemaris at the time of registration. Either party may terminate this Agreement immediately upon notice, if the other party breaches any of its material obligations under this Agreement, and if such breach is not remedied within ten (10) days following written notice to such breaching party.
12.2. Upon termination of this Agreement for any reason, Nemaris shall return and/or destroy all PHI received or created pursuant to this Agreement that Nemaris maintains in any form and shall retain no copies of such information unless required by law. If return or destruction of such PHI is not feasible, Nemaris will continue to extend the protections set forth in Section 5 of this Agreement to such information and limit further use or disclosure of such PHI to those purposes that make the return or destruction infeasible, for so long as Nemaris maintains such PHI.
13. Representations & Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement, and will at all times comply with all laws, rules and regulations applicable to their business and dealings under this Agreement.
14. Disclaimer of Warranties. THE SERVICE AND ALL CONTENT IS PROVIDED TO USER STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY NEMARIS AND ITS LICENSORS. NEMARIS AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. NEMARIS AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET USER'S REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY USER THROUGH THE SERVICE WILL MEET USER'S REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
User recognizes that the Service may be temporarily interrupted or be made unavailable by accident or for scheduled maintenance or for unscheduled maintenance, either by Nemaris or by third-party providers, or for other causes beyond Nemaris' reasonable control. Nemaris will not be held liable for any such interruption or unavailability, but Nemaris shall attempt to use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption of significant length if viable and possible.
Do Not Rely on Information in Service. Regarding the application to medical situations, every User specifically understands and agrees that information provided by Nemaris or any Participant or resulting from use of the Service does not constitute, and may not be construed as, Medical Consultation, Professional Services or the Practice of Medicine by Nemaris, and every User hereby agrees that User will not consider, represent or advertise any information obtained from the use of the Service as resulting from Medical Consultation, the provision of Professional Services or the Practice of Medicine by Nemaris. User specifically agrees to not represent to anyone that information learned from the Service, any Nemaris website, the User's account with Nemaris or suppliers of Nemaris constitutes any Medical Consultation, Professional Services or the Practice of Medicine. The information contributed or provided by Participants on the Service is strictly that of those Participants and is not reviewed in any way nor ever professionally endorsed by Nemaris. Nemaris shall have no duty to ensure the accuracy or appropriateness of any information on the Service or any information contributed or provided by Participants on the Service.
15. Limitation of Liability. IN NO EVENT SHALL NEMARIS' AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY USER IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL NEMARIS AND/OR ANY OF ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT, INFORMATION OR ADVICE OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF SUCH PARTY OR SUCH OF ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Nemaris (and its licensors, to the extent applicable) do not warrant that the Service is suitable or available for use in every country or municipality. Specifically if a User is located outside of the United States of America, then it is the User who is solely responsible for compliance with all applicable local laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to the laws of the United States or those of the User's country of residence is prohibited.
16. Assignment. No assignment of this Agreement is permissible except by written agreement of Nemaris as a consequence of a merger, acquisition, or sale of all or substantially all of User's assets or business to which this Agreement pertains, without the prior written approval of Nemaris. Assignments in violation of this clause will be null and void.
17. No Legal Duty to User. Nemaris and other Participants expressly disclaim any and all legal duty to any individual User and any recipient of information or advice obtained from use of the Service, or to any third parties or entities who are not a party to this Agreement.
18. Confidentiality. User will treat as confidential and not provide to any person or entity any suggestions, opinions, Content or other such information learned relative to the functioning and results of the Service obtained, unless such information is in the public domain or otherwise agreed upon in writing. If any such information becomes the subject to any subpoena or other legal requirement for production, User will give sufficient notice for Nemaris to intervene and defend itself against the publication of the information. User will cooperate with Nemaris in resisting the publication of the information.
19. Agreement Not to Assert Claims Against Nemaris or Participants & Waiver of Claims. User agrees that User will not assert against Nemaris or any of its affiliates, officers, directors, employees, agents, licensors, suppliers, or other Participants, any legal claims, demands, or actions, however described, in law or in equity arising from or relating to any use of the Service, including information or advice obtained from the Service. User specifically agrees to waive any and all claims, demands, actions or rights to assert any type of legal claim against Nemaris or other Participants for any reason whatsoever relating to, or arising from, the use of the Service. Any User, including without limitation any affiliate, officer, director, employee, agent or contractor of User, will be held fully financially responsible for any damages or disadvantages incurring by Nemaris that arise from or relate to any breach of its obligations or duties under the Agreement and/or any negligence or willful misconduct.
20. Indemnification. User agrees to defend, indemnify and hold Nemaris, its affiliates, officers, directors, employees, agents, licensors, suppliers and its Participants harmless from and against any actual or alleged claims, actions, demands, costs, fees, liabilities, expenses and settlements (including, without limitation, reasonable legal, accounting and expert fees), arising from or related to, any use of the Service, including information or advice obtained from the Service, including without limitation any breach of any representations, warranties, terms and/or conditions set forth under this Agreement. Nemaris will provide notice to User within a reasonable time of any such claim, suit or proceeding, if required by law, and shall reasonably cooperate with User, at User's expense, in User's defense of any such claim, suit or proceeding.
21. General. This Agreement shall be governed by New York state law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in New York, New York. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, patient/physician or agency relationship exists between User and Nemaris as a result of this Agreement, or any use of the Service. The failure of Nemaris to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Nemaris in writing. This Agreement comprises the entire agreement between User and Nemaris with respect to User's use of the Service and supersedes all prior or contemporaneous negotiations, discussions, terms and conditions or agreements, whether written or oral, online or in print, between the parties regarding the subject matter contained herein. In the event of any conflict between this Agreement and such additional terms and conditions, this Agreement shall govern. Should the terms and conditions of this Agreement give rise to any confusion, these confusing or conflicting terms shall be interpreted in a light that is favorable to Nemaris and its Service.
BY CLICKING "I ACCEPT," YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.
Surgimap Business Associate Agreement: Privacy
Last updated: March 2017
User of any Nemaris Inc. ("Nemaris") products or services including but not limited to Surgimap, Surgimap Access, or Surgimap Mobile, on any platform (collectively, "Surgimap"), acknowledges that User is a "Covered Entity" and Nemaris is a "Business Associate" as defined by the standards for Privacy of Individually Identifiable Health Information under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), as amended by the Health Information Technology for Economic Clinical Health Act (the "HITECH Act"), which was enacted as part of the American Recovery and Reinvestment Act of 2009 ("ARRA"). In accordance with the terms set forth in this "Privacy Agreement." Both the User of Nemaris products or services and Nemaris itself shall use all reasonable, best efforts to protect the privacy of Protected Health Information ("PHI").
1. Terms and Terminology
1.1. Business Associate. "Business Associate" within the context of this Agreement means Nemaris, the producer of Surgimap and other products and services.
1.2. Covered Entity. "Covered Entity" within the context of this Agreement means the user of Nemaris products or services (e.g., a healthcare provider, a health plan, or a healthcare clearinghouse).
1.3. Patient. "Patient" is hereby defined as a patient of Covered Entity.
1.4. Patient Record. "Patient Record" is defined as any item, collection, or grouping of information that includes PHI that is maintained, collected, used, or distributed by Provider.
1.5. Person. "Person" is defined as any legal entity or individual.
1.6. Protected Health Information. PHI means information, whether oral or recorded in any form or medium, including demographic information, that: (i) relates to the past, present or future physical or mental health or condition of an individual, the provision of health care to an individual, or the past, present or future payment for the provision of health care to an individual; (ii) identifies the individual, or for which there is a reasonable basis for believing that the information can be used to identify the individual; and (iii) is accessed by Covered Entity through Provider, or is created by Covered Entity and used in conjunction with Provider's services, or is made accessible to Covered Entity by Provider and its services. PHI includes, without limitation, Electronic Protected Health Information ("ePHI") as that term is defined at 45 CFR § 160.103.
1.7. Privacy Rule. "Privacy Rule" shall mean the standards for Privacy of Individually Identifiable Health Information contained in 45 CFR Parts 160 and 164, Subparts A and E.
1.8. Provider. "Provider" within the context of this Agreement means Nemaris.
1.9. Security Rule. "Security Rule" refers to the Security Standards for the Protection of ePHI that is contained in 45 CFR §§ 160 and 164.
1.10. Services Agreement. "Services Agreement" is defined as the Nemaris Inc. Services Agreement between Provider and Covered Entity, which has an effective date of the acceptance of these terms and must be reviewed and accepted prior to using Surgimap.
1.11. Terms. Terms used, but not defined, in this Agreement shall have the same meaning as those terms in the Privacy Rule and the Security Rule.
1.12. Unsecured Protected Health Information. "Unsecured Protected Health Information" and/or "Unsecured PHI" refer to information that is not secured through the use of a technology or methodology identified by the Secretary to render PHI unusable, unreadable and undecipherable to unauthorized users.
2. Covered Entity's Obligations.
2.1. Covered Entity Subject to Same Standards and Same Penalties as Provider . Covered Entity will comply with the use and disclosure provisions of the Privacy Rule and the security standards regarding administrative, physical and technical safeguards of the Security Rule. As set forth in the HITECH Act, Covered Entity will be subject to civil and criminal penalties for violation of the Privacy Rule or the Security Rule.
2.2. Permitted Uses and Disclosures. Covered Entity shall use or disclose PHI solely as necessary to perform the services set forth in the Services Agreement, and as permitted or required by this Privacy Agreement or as required by law.
2.3. Safeguards. Covered Entity shall use appropriate privacy and security measures to prevent the use or disclosure of PHI other than as permitted under this Privacy Agreement. Such measures shall include, but not be limited to: (i) implementing and maintaining appropriate administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of any ePHI that it creates, receives, maintains, or transmits on behalf of Provider, as required by the Privacy Rule and Security Rule; and (ii) taking measures to ensure compliance with standards and implementation specifications with respect to the administrative, physical, and technical safeguards, as required by 45 C.F.R. §§ 164.308, 164.310, 164.312, and 164.316.
2.4. Mitigation. If Covered Entity uses or discloses PHI in a manner other than as permitted under this Privacy Agreement, Covered Entity shall use its reasonable best efforts to mitigate the effects of the use or disclosure. These efforts shall include, but are not be limited to, ensuring that the improper use of PHI is discontinued immediately, seeking return or destruction of the improperly disclosed PHI, and ensuring that any person to whom PHI was improperly disclosed will not re-disclose such information.
2.5. Duty to Report. Covered Entity shall immediately notify Provider of any use or disclosure of PHI of which Covered Entity is aware that is not expressly authorized under this Privacy Agreement, whether made by Covered Entity, its employees, representatives, agents, or subcontractors. Covered Entity shall also immediately notify Provider of any attempted or successful unauthorized access, use, disclosure, modification, or destruction of information, or interference with the system operations in an information system. Covered Entity shall provide in such notice the remedial or other actions taken to correct the unauthorized use or disclosure.
2.6. Agents. Covered Entity will ensure that any of its employees, agents, subcontractors, or other third parties with which Covered Entity does business are aware of and are bound to abide by Covered Entity's obligations under this Privacy Agreement.
2.7. Access to Patient Record. Covered Entity understands that a Patient has the right to access the PHI in its Patient Record in accordance with 45 C.F.R. § 164.524. To provide Patients with access to Patient Records held by Covered Entity, Covered Entity agrees to provide access to, or copies of, any Patient Record upon request by Provider. Provider shall request access by giving at least 48 hours notice by facsimile, telephone, or email.
2.8. Amendments to Patient Record. Covered Entity understands that Patient has the right to amend the PHI in his or her Patient Record under some circumstances. To provide Patients with the ability to amend PHI in Patient Records held by Covered Entity, Covered Entity agrees to make amendments to any Patient Record upon request of Provider. Covered Entity shall make such amendment within 30 days of the written request of Provider.
2.9. Duty to Document Disclosures.
a. Covered Entity will document each disclosure it makes of PHI to any other person, including Provider. The documentation shall include:
i. The date of the disclosure;
ii. The name of the person receiving the PHI, and, if known, the address of such person; and
iii. A brief statement of the purpose of the disclosure or, instead of such statement, a copy of the request for disclosure.
b. Notwithstanding Section 2.9(a), Covered Entity is not required to document the following disclosures:
i. Unless otherwise required by Section 2.10, disclosures made for the purpose of, or incidental to, carrying out treatment, payment, or health care operations;
ii. Disclosures made prior to April 14, 2003;
iii. Disclosures made to provide the Patient with access to its PHI under Section 2.7;
iv. Disclosures made pursuant to Patient's written authorization;
v. Disclosures required by law for national security or intelligence purposes;
vi. Disclosures to correctional institutions or law enforcement officials having lawful custody of Patient;
vii. Disclosures made as part of a limited data set;
viii. Disclosures made to persons actively involved in Patient's care; and
ix. Disclosures made for notification purposes in an emergency.
2.10. Accounting of Disclosures. Covered Entity understands that a Patient has the right to an accounting of disclosures of PHI. To provide Patients with such an accounting, Covered Entity will make available the documentation Covered Entity has collected in accordance with Section 2.9 upon written request of Provider. Covered Entity shall provide the accounting within 30 days of receipt of Provider's request. If disclosures were made by Covered Entity through the use of an electronic health record, the Patient has the right to receive an accounting of disclosures of personal health records made by Covered Entity for treatment, payment, and health care operations during the previous 3 years.
2.11. Minimum Necessary. Covered Entity represents and warrants that it will use and disclose PHI in accordance with the Privacy Rule's "minimum necessary" standards.
2.12. Other Uses and Disclosures. Covered Entity will not use or disclose PHI in any manner that would not be permissible under the Privacy Rule or the Security Rule if used or disclosed by Provider.
2.13. Books and Records and Internal Practices. Covered Entity agrees to make all internal practices, books, and records relating to the use and disclosure of PHI available to Provider or to the Secretary of the U.S. Department of Health and Human Services (the "Secretary"), in a time and manner designated by Provider or the Secretary for the purposes of the Secretary determining Provider's compliance with the Privacy Rule and the Security Rule.
2.14. Covered Entity's Obligations Regarding Unsecured Protected Health Information . Covered Entity shall comply with the following obligations that relate to Unsecured PHI.
a. Notification of Provider. Covered Entity will notify Provider of any Patient whose Unsecured PHI has been, or is reasonably believed by Covered Entity to have been, inappropriately accessed, disclosed, or used. Such notification shall include the names and contact information of the Patients involved and shall be made without unreasonable delay, but in no case later than 30 days following discovery of such breach, unless delayed for law enforcement purposes.
b. Notification of Patient. Covered Entity will notify the Patient by first class mail or by email (if the Patient has indicated a preference to receive information by email) of any breaches of Unsecured PHI as soon as possible, but in any event, no later than 60 days following the discovery of the breach. Covered Entity will obtain Provider's approval of the form and content of the written notification before its issuance.
c. Posting Notice of Breach. In the event the breach involves 10 or more Patients whose contact information is out of date, Covered Entity will post a notice of the breach on the home page of its website or in a major print or broadcast media. Covered Entity will obtain Provider's approval of the form and content of the written notice before its posting.
d. Notice to the Secretary. If a breach involves more than 500 Patients, Covered Entity will immediately notify the Secretary. Covered Entity will obtain Provider's approval of the form and content of the written notice before its issuance.
e. Contents of Notice. The notices required under this Section shall include the following:
i. A brief description of the breach, including the date of the breach and the date of its discovery, if known; and
ii. ii. A description of the types of Unsecured PHI involved in the breach;
iii. iii. Steps the Patient should take to protect himself/herself from potential harm resulting from the breach;
iv. iv. A brief description of actions Covered Entity is taking to investigate the breach, mitigate losses, and protect against further breaches; and
v. v. Contact information, including a toll-free telephone number, e-mail address, website or postal address to permit Patient to ask questions or obtain additional information.
f. Annual Report to Secretary and Maintenance of Log. Covered Entity will submit an annual report to the Secretary of a breach that involved less than 500 Patients during the year and will maintain a written log of breaches involving less than 500 Patients.
3. Obligations of Provider.
3.1. Notice of Privacy Practices. To the extent that such limitation or restriction may affect Covered Entity's use or disclosure of PHI, Provider shall provide Covered Entity with a copy of its Notice of Privacy Practices, and notify Covered Entity of:
a. Any limitation(s) in its Notice of Privacy Practices;
b. Any changes in, or revocation of, permission by a Patient to use or disclose PHI; and
c. Any restriction to the use or disclosure of PHI to which Provider has agreed, to the extent that such restriction may affect Covered Entity's use or disclosure of PHI.
3.2. Permissible Requests. Provider shall not request Covered Entity to use or disclose PHI in any manner that would not be permissible under the Privacy Rule if used or disclosed by Provider.
4. Term and Termination.
4.1. Term. The Term of this Privacy Agreement shall be effective as of the effective date of the Services Agreement and shall continue to be in effect until all obligations of the parties have been met, unless terminated by mutual agreement of the parties or as provided elsewhere in this Section 4.
4.2. Termination for Cause. Provider may immediately terminate this Privacy Agreement and the Services Agreement if, after providing Covered Entity written notice of the existence of a material breach of this Privacy Agreement, Covered Entity fails to, or is unable to, cure the breach upon mutually agreeable terms within 10 days.
4.3. Effect of Termination.
a. Except as provided in Section 4.3(b), upon expiration or termination of the Services Agreement for any reason, Covered Entity shall return or destroy all PHI, including PHI that is in the possession of subcontractor or agents of Covered Entity. Covered Entity shall retain no copies of PHI.
b. To the extent that it is not feasible for Covered Entity to return or destroy all PHI, then
i. Covered Entity's obligations under this Privacy Agreement shall continue for as long as Covered Entity maintains such PHI; and
ii. Covered Entity's further uses and disclosures of PHI shall be limited to those purposes that make it not feasible for Covered Entity to return or destroy the information for as long as Covered Entity maintains such PHI.
5. Miscellaneous Provisions.
5.1. Notice. Notices, requests, and other communications that are required to be in writing must be personally delivered, mailed by prepaid certified mail, return receipt requested, or sent by overnight carrier, and must be addressed as follows. Such notice shall be effective upon being mailed or personally delivered.
If to Provider:
Nemaris, Inc.
Attn: Bradley Harris
306 E. 15th St, Suite 1R
New York, NY 10003
For notices to Covered Entity, it is the Covered Entity's obligation to notify Provider of its designated recipient of Notice in writing as it pertains to this Section 5.1.
5.2. Mutual Representation and Warranty. Covered Entity and Provider each represents and warrants to the other that all of its employees, agents, representatives, and members of its work force, whose services may be used to fulfill obligations under this Privacy Agreement and/or the Services Agreement, are or shall be appropriately informed of the terms of this Privacy Agreement and are under legal obligation to fully comply with all provisions of this Privacy Agreement.
5.3. Covered Entity Warranty. To the extent required by law or regulations, Covered Entity warrants that it has implemented a Red Flags Program in accordance with the Federal Trade Commission's Identity Theft Prevention Red Flags Rule, 16 CFR § 681.1 et seq., or that it agrees to comply with Provider's Red Flags Program.
5.4. No Third Party Beneficiaries. Nothing express or implied in this Privacy Agreement is intended to confer, or shall confer, any rights, remedies, or liabilities upon any person other than Covered Entity and Provider.
5.5. Effect of Assignment. This Privacy Agreement shall be binding upon and shall inure to the benefit of Covered Entity and Provider and their respective transferees, successors and assigns, except that Covered Entity shall not have the right to assign or transfer this Privacy Agreement, or Covered Entity's rights and obligations hereunder, without Provider's prior written consent. Upon assignment or transfer of this Privacy Agreement, Covered Entity shall return or destroy all PHI in accordance with the terms set forth in Section 4.3.
5.6. Regulatory References. A reference in this Privacy Agreement to a section in the Privacy Rule or the Security Rule or a term defined in the Privacy Rule or the Security Rule means the section or definition as in effect or as amended.
5.7. Amendment. Covered Entity and Provider agree to take such action to amend this Privacy Agreement as is necessary for Provider to comply with the requirements of the Privacy Rule and the Security Rule.
5.8. Survival. The respective rights and obligations of Covered Entity under this Privacy Agreement shall survive the termination of this Privacy Agreement and the Services Agreement.
5.9. Interpretation. Any ambiguity in this Privacy Agreement shall be resolved to permit Provider to comply with the Privacy Rule and the Security Rule.
5.10. Captions and Headings. The captions and headings in this Privacy Agreement are included for convenience and reference only, and shall in no way be held or deemed to define, limit, describe, explain, modify, amplify or add to the interpretation, construction or meaning of, or the scope or intent of, this Privacy Agreement.
IN WITNESS WHEREOF, Provider and Covered Entity have caused the execution of this Privacy Agreement by signing below or clicking "I Agree" on the Surgimap download page.
PROVIDER (Business Associate) COVERED ENTITY (SURGIMAP USER)
Nemaris, Inc. _______________________________________
___________________ ___________________
Bradley Harris ___________________
General Counsel ___________________
Last updated: May 2018
Nemaris, Inc. d/b/a as "Surgimap" and our affiliates (together, "Surgimap," "us", "we", "our," etc.) operates a web site at https://www.surgimap.com/ (the "Site"). By our "Service" we mean all related web sites, downloadable software, mobile applications (including tablet applications), and other services provided by us, or any digital media on which a link to this Privacy Policy is displayed, and all other communications with individuals though written or oral means (such as email or phone) directed at accessing or using any service we offer, together with the Site.
We are providing you this Privacy Policy so that you can be informed about our policies regarding the collection, use, and disclosure of personal data when you use our Service and the choices you have associated with that data.
We may use your data to provide and improve the Service or to provide technical support for customers using our Service. By using the Service, you agree to the collection and use of information in accordance with this policy, and our Terms of Service. This Privacy Policy is incorporated into and subject to our Terms of Service. Unless otherwise defined in this Privacy Policy, terms used in this Privacy Policy have the same meanings as in our Terms of Service.
2.1 Client and User Provided Information. We collect information to provide and improve our Service to you. We sometimes collect Personal Data including:
2.2 Information Collected by Clients. A surgeon or health care provider may collect patient information or upload such information into the Service. Surgimap has no direct relationship with patients or non Client Users whose Personal Data it may host as part of Client Data. Each Client is responsible for providing notice to Users who are its customers or patients and third persons concerning the purpose for which the Client collects their Personal Data and how this Personal Data is processed in or through the Service as part of Client Data.
2.3 Information Collected by Cookies. We use "cookies" to store specific information about you and track your visits to our Site. It is not uncommon for websites to use cookies to enhance identification of their users. A "cookie" is a small amount of data that is sent to your browser and stored on your computer's hard drive. A cookie can be sent to your computer's hard drive only if you access our Site using the computer. If you do not de-activate or erase the cookie, each time you use the same computer to access our Site, our web servers will be notified of your visit to our Site and in turn we may have knowledge of your visit and the pattern of your usage. We use automatically collected information and other information collected on the Service through cookies and similar technologies to: (i) personalize our Service, such as remembering a User's or Visitor's information so that the User or Visitor will not have to re-enter it during a visit or on subsequent visits; (ii) provide customized advertisements, content, and information; (iii) monitor and analyze the effectiveness of Service and third-party marketing activities; (iv) monitor aggregate site usage metrics such as total number of visitors and pages viewed; and (v) track your entries, submissions, and status in any promotions or other activities on the Service. You can learn more about our collection of cookies by reading our Cookie Policy available at the Site or learn more about cookies generally by visiting http://www.allaboutcookies.org .
You can determine if and how a cookie will be accepted by configuring your browser, which is installed in the computer you are using to access the Site. If you desire, you can change those configurations in your browser to accept all cookies, to be notified when a cookie is sent, or to reject all cookies. If you reject all cookies you may be required to re-enter your information on our Site more often and certain features of our Site may be unavailable.
Examples of Cookies we may use:
2.4 Collected Information. By "Collected Information" we mean information collected by cookies, information collected by Clients that is provided to us or collected by us as Client Data, Registration Information, Patient Information, Usage Data, Account Activities Information, Statistical Information, Marketing Information, Disclosed Personal Information and any information we may collect from you, from our affiliates, or from other parties or through any other means.
Surgimap may use the Collected Information for various purposes:
3.1 General : We use your Collected Information to improve our marketing and promotional efforts, to statistically analyze site usage, to improve our content and product offerings and to customize our Site's content, layout and Service specifically for you. We may use Collected Information to provide technical support to Clients or other services to Clients, including but not limited to investigating problems, resolving disputes and enforcing agreements with us. We may use Collected Information to facilitate proper operation of our Service and business activities of its Users including without limitation by providing depersonalized statistical data about patients and procedures to medical device and services vendors to improve health care services and products offered to physicians and health care providers.
Except for depersonalized statistical data, we do not otherwise sell, rent, trade or exchange any Personal Data of our Clients, Users or Visitors. Your Collected Information may be transferred, stored, used and processed outside your home jurisdiction. You may also elect of your own volition to share your Collected Information with our partners by sharing case information directly with them via the Service platform or requesting to register for a partner's marketing materials and/or a partner's surgical implant product portfolio. In case of a merger with or transfer of business to another business entity, we will transfer your Collected Information to the entity which acquires the business). In such an event the combined business may adopt or modify this Privacy Policy.
3.2 Registration Information : We may use your Registration Information or other Collected Information to provide services that you request or to contact you regarding additional services about which Surgimap determines that you might be interested. Specifically, we may use your email address, mailing address, phone number, mobile number or fax number to contact you regarding notices, surveys, product alerts, new service or product offerings and communications relevant to your use of our Site or your professional interests or activities. We may also generate reports and analysis based on Collected Information for internal analysis, monitoring, marketing decisions and to provide to other Service Providers.
3.3 Patient Information : Patient Information and related Collected Information may constitute Protected Health Information ("PHI") under the Health Insurance Portability and Accountability Act ("HIPAA"), a special category of information under the European Union's General Data Protection Regulation ("GDPR"), or be protected under other applicable laws. To the extent any Collected Information constitutes a special category of data under GDPR, Surgimap collects and processes such information for research and statistical purposes, and for the provision of health care related services. Moreover, Surgimap's Services are generally directed at physicians and particularly at surgeons. Surgimap strives to be compliant with HIPAA, GDPR, and other applicable privacy laws, but Surgimap does not generally market directly to patients or provide services directly to patients. Surgimap does not control how physicians, physician assistants, hospitals, other health care providers, or other Users use its Services or choose to process or transfer Patient Information or other Collected Information. Patients or other individuals providing data to health care providers should inquire as to their data security, protection, and privacy policies concerning this information.
3.4 Usage Data : We may use Usage Data to provide value-added services to our Clients, Users, affiliates, or related entities, including without limitation to providing pattern and behavioral data to facilitate marketing initiatives and decision-making.
3.5 Account Activities Information : We use Account Activities Information to provide the Services that you request. We may also generate reports, statistics and analysis based on Account Activities Information to enhance and improve our Services.
3.6 Statistical Information : We use Statistical Information to help diagnose problems with and maintain our computer servers, to manage our Services, and to enhance our Services based on the usage pattern data we receive. We also may generate reports and analysis based on the Statistical Information for internal analysis, monitoring and marketing decisions. We may provide Statistical Information to third parties, in particular information concerning surgical procedures, devices used, and other patterns relating to the provision of surgical and health care services. When we provide Statistical Information to third parties, we depersonalize or anonymize the information to prevent disclosure of personally identifying information without your permission.
3.8 Disclosed Personal Information : We provide surgical imaging and pre-operative planning services to surgeons and health care providers as well as facilitate commerce between medical suppliers and manufacturers and health care providers. Our Services should not be used for personal use. Uses of any Personal Information by any of our Clients or Users are subject to privacy laws in each of their respective jurisdictions. Each of our Clients is solely responsible for observing applicable laws and regulations in its respective jurisdictions to ensure that all use of the Site and Services are in compliance with the same. Each of our Clients is expressly prohibited from using any Personal Information for illegal activities.
4.1 Unrestricted Information. Any information included in a Public Area of the Service will be available to any Visitor or User who has access to that content.
4.2 Disclosure to Service Providers. We may provide Collected Information to our affiliates and service providers under contract to support the operation of the Site and Service. We work with third party service providers who provide website, application development, hosting, maintenance, and other services for us. These third parties may have access to, or process Personal Data or Client Data as part of providing those services for us. We limit the information provided to these service providers to that which is reasonably necessary for them to perform their functions, and retain data as required by applicable law, including HIPAA.
4.3 Business Transactions. If Surgimap is involved in a merger, acquisition or asset sale, your Personal Data may be transferred as a result of that merger, acquisition, or asset sale. We will provide notice if Personal Data becomes subject to a different Privacy Policy.
4.4 Disclosure for Law Enforcement. Under certain circumstances, Surgimap may be required to disclose or make public Collected Information, including Personal Data. For example, we may disclose Personal Data in the good faith belief that such action is necessary to:
Surgimap will retain your Personal Data only for as long as is necessary for the purposes set out in this Privacy Policy or as reasonably necessary to provide, promote and support the Service. We will retain and use your Personal Data to the extent necessary to comply with our legal obligations (for example, if we are required to retain your data to comply with applicable laws), resolve disputes, and enforce our legal agreements and policies. In this regard, please understand that we retain data indefinitely to comply with legal obligations under HIPAA and other laws.
Surgimap may also retain Usage Data for internal analysis purposes. While Usage Data is generally retained for a shorter period of time, it may be retained for a long period of time if it is used to strengthen the security or to improve the functionality of our Service, or if we are legally obligated to retain this data for longer time periods.
Your information, including Personal Data, may be transferred to - and maintained on - computers located outside of your state, province, country or other governmental jurisdiction where the data protection laws may differ than those from your jurisdiction.
If you are located outside United States and choose to provide information to us, please note that we transfer the data, including Personal Data, to United States and process it there.
Your consent to this Privacy Policy followed by your submission of such information represents your agreement to that transfer.
Surgimap will take all steps reasonably necessary to ensure that your data is treated securely and in accordance with this Privacy Policy and no transfer of your Personal Data will take place to an organization or a country unless there are adequate controls in place including the security of your Personal Data and other personal information.
We have established relationships with other parties that may offer you the benefit of other products and services that we ourselves do not offer. The privacy policies of such other parties may differ from ours, and we may not have any control over the information that you submit to such third parties or co-branded sites. We therefore encourage you to read those policies before responding to any offers, products or services provided by such other parties.
If you are a Client or User who has registered with the Service, your Registration Information, and Patient Information you upload through the Services can be viewed and edited through your Account, which is protected by a Password. We recommend that you do not divulge your Password to anyone. Our personnel will never ask you for your Password in an unsolicited phone call or in an unsolicited e-mail. If you share a computer with others, we recommend you do not save your login information (e.g., User ID and Password) on the computer. Remember to sign out of your Account when you have finished your session. If you are a User or Visitor, please note that no method of transmission over the Internet, wireless transmission, or method of electronic storage is perfectly secure. The security of your data is important to us, and we strive to use commercially acceptable means to protect your Personal Data. However, we cannot guarantee its security.
Our Service does not address and is not directed towards anyone under the age of 13 ("Children"). We do not knowingly collect personally identifiable information from anyone under the age of 13. If you are a parent or guardian and you are aware that Children have provided us with Personal Data, please contact us. If we become aware that we have collected Personal Data from Children without verification of parental consent or other legal justification, we will take steps to remove that information from our servers.
Surgimap aims to take reasonable steps to allow you to correct, amend, delete, or limit the use of your Personal Data.
10.1 Modifying Personal Data. Whenever made possible, if you have registered to use our Service, you can update your Personal Data directly within your account settings section. If you are unable to change your Personal Data, please contact us to make the required changes.
10.2 Removing Personal Data . If you wish to be informed what Personal Data we hold about you and if you want it to be removed from our systems, please contact us. If you are not a Client or User please initially contact the Client or User (a physician or health care provider) that collected and processed your Personal Data.
10.3 Data Portability. You have the right to data portability for the information you provide to Surgimap. You can request to obtain a copy of your Personal Data in a commonly used electronic format so that you can manage and move it. Surgimap will provide such data as it may be reasonably available and technologically feasible to obtain or segregate from other data.
10.4 Other Data Subject Rights . In certain circumstances, you have the right:
Please note that we may ask you to verify your identity before responding to such requests. Please further note that you may be required to first make any such request to the Client or User (a physician or health care provider) that collected or processed your Personal Data due to restrictions imposed by HIPAA and other applicable laws.
We may update our Privacy Policy from time to time. We will notify you of any changes by posting the new Privacy Policy on this page.
We will let you know via email and/or a prominent notice on our Service, prior to the change becoming effective and update the effective date at the top of this Privacy Policy.
You are advised to review this Privacy Policy periodically for any changes. Changes to this Privacy Policy are effective when they are posted on this page.
If you have any questions about this Privacy Policy, please contact our Data Protection Officer, Jonathan Gardi, by email at GDPRquestions /@/ Surgimap.com or by visiting this page on our website: https://www.surgimap.com/support/it-department/.
We use cookies to improve your experience when using our website. Cookies used for the essential operation of the site have already been set. To find out more about the cookies we use, see Surgimap Cookie Policy.
Surgimap Cookie Policy
We understand that by visiting our web site, you entrust us with your information and we want to ensure that we are transparent about the information that gets collected when you go to www.surgimap.com or www.surgimap.com/access.
We collect information about:
This information is collected in “cookies” or other related methods of data collection which ensure that we make our website as user-friendly, efficient, and intuitive as possible. In addition, cookies allow seamless clicking between patient and case records. Cookies also allow us to help our users with their account-related questions and to resolve tech support-related issues.
The cookies that Surgimap creates and stores on your computer are never used for targeted advertising. Nothing about you as a user is ever sold to other companies or shared for marketing purposes. Most importantly, these cookies will never store financial information or Electronic Protected Health Information (ePHI). For more information about how we handle PHI and ePHI, please review our Business Associate Agreement.
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