Terms of Service

Last Updated: January 2025

These Terms of Service ("Terms") govern your access to and use of the ORaigent AI-powered operating room staff scheduling platform and related services (the "Service") provided by ORaigent GmbH ("ORaigent," "we," "us," or "our").

1. Definitions

• "Service" means the ORaigent software platform, including AI-powered scheduling algorithms, web interface, APIs, and related services.
• "Customer" means the healthcare organization or hospital entity that enters into an agreement with ORaigent.
• "User" means any individual authorized by Customer to access and use the Service.
• "Data" means all information, content, and data uploaded, submitted, or generated through the Service.
• "Subscription" means the plan selected by Customer for access to the Service.

2. Service Description

2.1 AI-Powered Staff Scheduling

ORaigent provides an intelligent platform for automating operating room staff scheduling, including:

• Constraint satisfaction algorithms for complex scheduling
• Real-time staff availability tracking
• Qualification matching and compliance enforcement
• Room leadership assignment and coordination
• Automated conflict detection and resolution
• Performance analytics and optimization

2.2 Service Availability

We strive to provide 99.9% uptime availability, excluding scheduled maintenance. Actual availability may vary based on factors outside our control.

3. Account Registration and Access

3.1 Account Creation

To use the Service, Customer must:

• Provide accurate and complete registration information
• Designate authorized Users
• Maintain the security of account credentials
• Notify us immediately of any unauthorized access

3.2 User Responsibilities

Users must:

• Be at least 18 years old
• Have authorization from their healthcare organization
• Use the Service only for lawful purposes
• Not share login credentials with unauthorized persons
• Comply with all applicable healthcare regulations

3.3 Account Suspension

We reserve the right to suspend or terminate accounts that violate these Terms or engage in prohibited activities.

4. Subscription Plans and Pricing

4.1 Subscription Tiers

We offer various subscription plans based on:

• Number of operating rooms
• Number of staff members
• Feature access level
• Support tier

4.2 Billing and Payment

• Subscriptions are billed monthly or annually in advance
• Payments are due upon invoice receipt (typically 30 days)
• Late payments may result in service suspension
• All fees are in Euros (EUR) unless otherwise specified
• Fees are non-refundable except as required by law

4.3 Price Changes

We reserve the right to modify pricing with 60 days' notice. Continued use after price changes constitutes acceptance.

4.4 Taxes

Customer is responsible for all applicable taxes (VAT, sales tax, etc.) except taxes based on our net income.

5. Data Ownership and Use

5.1 Customer Data Ownership

Customer retains all rights, title, and interest in Customer Data. We claim no ownership rights over Customer Data.

5.2 License to Use Customer Data

Customer grants ORaigent a limited license to:

• Process Customer Data to provide the Service
• Create anonymized, aggregated statistics for service improvement
• Train and improve AI models (using anonymized data only)

5.3 Data Protection

We implement appropriate technical and organizational measures to protect Customer Data as described in our Privacy Policy and Data Processing Agreement.

5.4 Data Portability

Upon request, we will provide Customer Data in a structured, machine-readable format (CSV, JSON) within 30 days.

5.5 Data Deletion

Upon termination, we will delete Customer Data within 90 days unless:

• Legally required to retain data
• Customer requests an extended retention period
• Data is part of anonymized aggregated datasets

6. Acceptable Use Policy

6.1 Prohibited Activities

You may NOT:

• Violate any laws or regulations
• Infringe intellectual property rights
• Upload malicious code or viruses
• Attempt to gain unauthorized access to systems
• Reverse engineer, decompile, or disassemble the Service
• Use the Service for competitive analysis or benchmarking
• Resell or redistribute the Service without authorization
• Submit false or misleading information
• Interfere with other users' access to the Service

6.2 Healthcare Compliance

Customer must ensure use of the Service complies with:

• GDPR (EU General Data Protection Regulation)
• German Federal Data Protection Act (BDSG)
• Medical Device Regulation (if applicable)
• Hospital-specific policies and procedures

7. Intellectual Property Rights

7.1 ORaigent Proprietary Rights

The Service, including all software, algorithms, user interface, design, and documentation, is owned by ORaigent and protected by copyright, trademark, and other intellectual property laws.

7.2 Limited License

We grant Customer a non-exclusive, non-transferable, revocable license to access and use the Service during the subscription term.

7.3 Feedback

Any feedback, suggestions, or ideas you provide become our property and may be used without compensation or attribution.

8. AI and Automated Decision-Making

8.1 AI-Powered Scheduling

Our Service uses AI algorithms to make automated scheduling decisions based on:

• Staff qualifications and expertise
• Availability and shift preferences
• Historical performance data
• Operational constraints and rules

8.2 Human Oversight

Customer maintains final authority and responsibility for all scheduling decisions. AI recommendations should be reviewed and approved by authorized personnel.

8.3 No Medical Decision-Making

The Service does NOT make clinical medical decisions or diagnose patients. It is a resource management tool only.

9. Service Level Agreement (SLA)

9.1 Uptime Commitment

• Target Availability: 99.9% monthly uptime
• Planned Maintenance: Scheduled during low-usage periods with advance notice
• Emergency Maintenance: May occur without notice for critical security updates

9.2 Support

• Email Support: Available for all plans (24-48 hour response time)
• Priority Support: Available for enterprise plans (4-hour response time)
• Emergency Support: 24/7 for critical issues (enterprise plans only)

9.3 Service Credits

If we fail to meet our 99.9% uptime commitment, eligible customers may receive service credits as specified in the SLA addendum.

10. Warranties and Disclaimers

10.1 Service Warranty

We warrant that the Service will perform substantially as described in our documentation during the subscription term.

10.2 DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• Merchantability
• Fitness for a particular purpose
• Non-infringement
• Accuracy or completeness of results
• Uninterrupted or error-free operation

11. Limitation of Liability

11.1 Limitation Amount

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ORAIGENT'S TOTAL LIABILITY ARISING FROM OR RELATED TO THESE TERMS SHALL NOT EXCEED THE FEES PAID BY CUSTOMER IN THE 12 MONTHS PRECEDING THE CLAIM.

11.2 Exclusion of Damages

WE SHALL NOT BE LIABLE FOR:

• Indirect, incidental, or consequential damages
• Loss of profits, revenue, or business opportunities
• Loss of data (except as required by DPA)
• Cost of substitute services
• Reputational harm

11.3 Exceptions

These limitations do not apply to:

• Gross negligence or willful misconduct
• Data protection violations
• Death or personal injury
• Fraud or fraudulent misrepresentation

12. Indemnification

12.1 Customer Indemnification

Customer agrees to indemnify and hold ORaigent harmless from claims arising from:

• Customer's violation of these Terms
• Customer's violation of applicable laws or regulations
• Customer Data or use of Customer Data
• Unauthorized use of the Service by Customer's Users

12.2 ORaigent Indemnification

We will indemnify Customer from claims that the Service infringes third-party intellectual property rights, provided Customer:

• Promptly notifies us of the claim
• Grants us sole control of defense and settlement
• Provides reasonable cooperation

13. Term and Termination

13.1 Subscription Term

The subscription term begins on the effective date and continues for the selected period (monthly or annual) unless terminated earlier.

13.2 Renewal

Subscriptions automatically renew for equivalent periods unless either party provides written notice of non-renewal at least 30 days before renewal.

13.3 Termination for Convenience

• By Customer: With 30 days' written notice (no refund for prepaid fees)
• By ORaigent: With 90 days' written notice

13.4 Termination for Cause

Either party may terminate immediately if the other party:

• Materially breaches these Terms and fails to cure within 30 days
• Becomes insolvent or files for bankruptcy
• Engages in fraud or illegal activities

13.5 Effects of Termination

Upon termination:

• Customer's access to the Service is immediately suspended
• All outstanding fees become immediately due
• Customer has 30 days to export data before deletion
• Provisions that should survive termination remain in effect

14. Confidentiality

14.1 Confidential Information

"Confidential Information" includes business, technical, and financial information disclosed by one party to the other.

14.2 Obligations

Each party agrees to:

• Keep Confidential Information confidential
• Use it only for purposes of these Terms
• Disclose only to employees/contractors with a need to know
• Protect it with at least the same care used for own confidential information

14.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is publicly available through no fault of recipient
• Was known before disclosure
• Is independently developed
• Must be disclosed by law or court order

15. Modifications to Terms

We may modify these Terms at any time by:

• Posting updated Terms on our website
• Sending email notification to Customer
• Providing 30 days' notice for material changes

Continued use after modifications constitutes acceptance. If you do not agree, you may terminate your subscription.

16. Governing Law and Jurisdiction

16.1 Governing Law

These Terms are governed by the laws of Germany, excluding conflicts of law principles.

16.2 Jurisdiction

Any disputes shall be resolved exclusively in the courts of Munich, Germany.

16.3 Alternative Dispute Resolution

Before filing a lawsuit, parties agree to attempt good-faith mediation for 60 days.

17. General Provisions

17.1 Entire Agreement

These Terms, along with the Privacy Policy and DPA, constitute the entire agreement between the parties.

17.2 Severability

If any provision is found invalid or unenforceable, the remaining provisions continue in full force.

17.3 Waiver

Failure to enforce any provision does not constitute a waiver of that or any other provision.

17.4 Assignment

Customer may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

17.5 Force Majeure

Neither party is liable for failure to perform due to circumstances beyond reasonable control (natural disasters, wars, pandemics, government actions, etc.).

17.6 Notices

All notices must be in writing and sent to:

18. Contact Information

For questions about these Terms, contact us at:

19. Additional Resources

• Privacy Policy
• Data Processing Agreement
• GDPR Compliance Statement

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