Terms of Use & Service

1. Parties and Definitions

1.1 This Terms of Use and Service Agreement ("Agreement") is entered into between the hospital or health system operating this platform ("Operator") and the surgical vendor or representative accessing the application ("Vendor").

1.2 For purposes of this Agreement, the following definitions apply:

• "App" means the vendor tray management application, including all related software, systems, and services.
• "SPD" means the hospital's Sterile Processing Department.
• "Tray" means any vendor-owned surgical instrument tray submitted to the SPD for processing.
• "Check-In" means the moment a Tray is logged into the App by SPD staff, which starts all applicable timers.
• "Check-Out" means the moment a Tray is logged as retrieved by the Vendor.
• "Re-Check-In" means the submission of a previously checked-out Tray for a new processing cycle, which resets all timers.
• "Working Hours" means hours between 7:00 AM and 5:00 PM, Monday through Friday, excluding federally recognized holidays and any days the SPD is officially closed. A list of observed closures is available upon request.
• "Working Days" means days on which the SPD is open and operational, consistent with the Working Hours definition above.

2. Agreement to Terms

2.1 By clicking "I Agree," creating an account, or using the App in any capacity, Vendor agrees to be bound by this Agreement, including all fees, policies, and payment authorizations described herein.

2.2 This Agreement governs all Trays checked in and processed through the SPD using the App.

2.3 If Vendor does not agree to these Terms, Vendor must not use the App or submit Trays for processing through this system.

2.4 Updates to This Agreement. Operator reserves the right to modify this Agreement at any time. Vendor will be notified of material changes via email at least fourteen (14) days before the changes take effect. Continued use of the App after the effective date of any update constitutes acceptance of the revised terms. For material fee changes, Vendor will be required to affirmatively accept the updated terms before continued use.

3. Fee Schedule

3.1 By using the App, Vendor agrees to the following fees, which are automatically tracked and charged based on activity recorded in the App:

3.2 All fees are calculated based on the App's system clock, which is synchronized to the SPD's local time zone. In the event of a verified system error affecting time calculations, Vendor may submit a written dispute in accordance with Section 9.

3.3 Fees in effect at the time of Check-In govern that Tray's cycle. Fee changes will not apply retroactively to Trays already checked in.

4. Tray Processing Timeline and Status

4.1 Each Tray Check-In initiates a 96-Working-Hour window (approximately 4 Working Days) during which no storage fees apply.

4.2 Tray status is tracked and displayed within the App as follows:

4.3 Notifications will be delivered by automated email and/or SMS to the contact information on file. Vendor is solely responsible for maintaining accurate contact information. Failure to receive a notification due to incorrect contact information, spam filtering, or carrier issues does not relieve Vendor of any fees or obligations.

4.4 In the event that a notification failure is caused by a verified error within the App itself, Operator will review associated fees on a case-by-case basis upon written request.

4.5 The 96-Working-Hour period described in Sections 3.1 and 4.1 runs on Working Hours only. For a Tray checked in Monday through Friday, the applicable timers pause over the weekend and resume at the start of the next Working Day (Monday morning). Trays checked in on a Saturday or Sunday are not eligible for a weekend pause and begin counting toward the 96-Working-Hour threshold immediately upon Check-In. Applying this rule, Storage Fees under Section 3.1 begin accruing on the following dates:

"96 Hours Later" is the date the Storage Fee threshold in Section 3.1 is reached; fees begin accruing that day if the Tray has not been checked out or re-checked in.

5. Vendor Responsibilities

5.1 Vendor agrees to:

• Ensure all Trays are picked up or re-checked in before the 96-Working-Hour limit to avoid storage fees.
• Maintain current and accurate contact information (name, email, phone number) and billing details in the App at all times.
• Ensure that all individuals using the App on Vendor's behalf have read and agree to this Agreement.
• Comply with all SPD policies and procedures applicable to vendor tray submission and retrieval.

5.2 Vendor acknowledges that responsibility for Tray management, including timely retrieval, rests solely with the Vendor and cannot be delegated to SPD staff or the Operator.

6. Payment Authorization and Billing

6.1 Authorization. By accepting this Agreement, Vendor expressly and knowingly authorizes Operator and its designated payment processor to:

• Securely store Vendor's credit card or approved payment method on file;
• Automatically charge applicable fees as described in Section 3 based on activity recorded in the App;
• Issue electronic receipts for each transaction to the email address on file.

6.2 Billing Cycle. Fees will be charged automatically upon accrual or consolidated and billed on a monthly basis, at Operator's discretion. Vendor will receive advance notice of the billing method in effect.

6.3 Payment Method Maintenance. Vendor is responsible for maintaining a valid payment method at all times. Vendor may update payment information at any time through account settings. Operator is not liable for failed charges resulting from outdated or invalid payment information provided by Vendor.

6.4 Consequences of Non-Payment. Unpaid balances may result in:

• A late fee of $20.00 per billing cycle, or the maximum permitted by applicable law, whichever is less;
• Temporary suspension of App access;
• Denial of SPD tray processing privileges until the balance is resolved.

6.5 Operator will provide written notice of any unpaid balance and allow Vendor a cure period of five (5) business days before imposing suspension or denial of access.

7. Disputes and Refunds

7.1 Vendor may dispute any charge within thirty (30) days of the transaction date by submitting a written dispute to [DISPUTE CONTACT / EMAIL]. Disputes must include the Tray ID, transaction date, amount in question, and a description of the issue.

7.2 Operator will review and respond to disputes within ten (10) business days of receipt.

7.3 Fees that result from a verified App system error will be credited or refunded at Operator's discretion. Fees resulting from Vendor error, including failure to retrieve Trays within the required timeframe, are generally non-refundable.

7.4 Initiating a chargeback through a payment provider without first submitting a dispute through the process above may result in immediate suspension of App access pending resolution.

8. Limitation of Liability

8.1 To the fullest extent permitted by applicable law, Operator's total liability to Vendor for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Vendor in the three (3) months preceding the claim.

8.2 Operator shall not be liable for any indirect, incidental, consequential, or punitive damages, including lost revenue or business interruption, arising out of Vendor's use of or inability to use the App.

8.3 Operator is not responsible for delays in tray processing caused by SPD staffing, equipment issues, or circumstances outside its reasonable control.

9. Indemnification

Vendor agrees to indemnify, defend, and hold harmless Operator, its affiliates, employees, and agents from and against any claims, losses, or damages — including reasonable attorneys' fees — arising out of Vendor's breach of this Agreement, misuse of the App, or violation of any applicable law or regulation.

10. Privacy and Data Security

10.1 Vendor's payment information is stored and processed in accordance with Payment Card Industry Data Security Standards (PCI-DSS).

10.2 Vendor contact and billing information is collected and used solely for the purposes of administering this Agreement and will not be sold or shared with third parties except as required by law or necessary to process payments.

10.3 For full details on data handling practices, please refer to the Operator's Privacy Policy, available at: Privacy Policy

11. Termination

11.1 Either party may terminate this Agreement upon written notice.

11.2 Termination does not relieve Vendor of any fees accrued prior to the effective date of termination. All outstanding balances remain due and payable.

11.3 Upon termination, Vendor's access to the App will be deactivated. Any Trays remaining in the SPD at the time of termination will continue to accrue storage fees until retrieved.

12. General Provisions

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE], without regard to its conflict of law principles.

12.2 Dispute Resolution. Any dispute arising under this Agreement that cannot be resolved informally shall be submitted to binding arbitration in [CITY, STATE] under the rules of the American Arbitration Association, unless both parties agree otherwise in writing.

12.3 Severability. If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.

12.4 Force Majeure. Operator shall not be liable for any failure or delay in performance resulting from circumstances beyond its reasonable control, including but not limited to natural disasters, pandemics, government action, or utility failures.

12.5 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, or understandings.

12.6 Waiver. Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that party's right to enforce it in the future.