End User License Agreement
PostOp Genius LLC
Effective: 7 September 2026 ยท Version 1
PLEASE READ THIS AGREEMENT CAREFULLY AND COMPLETELY BEFORE ACCESSING OR USING THE SERVICES. BY ACCESSING OR USING THE SERVICES, OR BY INDICATING YOUR ACCEPTANCE WHEN THIS AGREEMENT IS PRESENTED ONLINE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE THAT YOU ARE BOUND BY ALL OF ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, LICENSOR WILL NOT AND DOES NOT LICENSE THE SOFTWARE OR DOCUMENTATION TO YOU AND YOU MUST NOT ACCESS OR USE THE SOFTWARE OR DOCUMENTATION.
This End User License Agreement ("Agreement") is a binding agreement between the end user ("you," "your," or "End User") and PostOp Genius LLC ("Licensor"). This Agreement governs your use of PostOp Genius, including the Hosted Software (as defined herein) and all related documentation. The Software is licensed, not sold, to you.
BY ACCESSING OR USING THE SERVICES, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.
No Medical Advice. Licensor is a software company and does not provide medical, drug or similar advice and does not diagnose or treat health conditions. There is no patient-physician or similar relationship between you and Licensor. You must obtain personalized medical advice, diagnosis or treatment from appropriately skilled, qualified and licensed physicians or other health care professionals.
1. Definitions
"Deidentified" means data that has been processed to remove, hide, encrypt, anonymize, or aggregate identifying information so that one could not, using reasonable efforts, link such information back to you.
"Derivative Work" means any addition, improvement, update, transformation, adaptation, modification, new or derivative work that is based on or derived from a preexisting work, including, without limitation, a work that, in the absence of a license, would infringe the copyright or other Intellectual Property Rights in such preexisting work or that uses any trade secrets or other proprietary information or Intellectual Property Rights with respect to such preexisting work.
"End User Data" means information, data and other content entered or uploaded by you or your health care provider (including without limitation treatment plans, recommendations and protocols) to the Hosted Software.
"Hosted Software" means the online software, platform, and websites you access through your account, which are hosted and maintained by Licensor.
"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
"Services" means a web-based software platform that presents the pre-operative and post-operative instructions published by your health care provider as a day-by-day plan keyed to your surgery date, and records your progress through that plan.
"Software" means, collectively, the Hosted Software and the software elements of the Services.
"Licensor Data" means all information, including, but not limited to, text, images, photos, audio, video, analyses, measurements, reports, trends, metrics and any other form of data or communication, including without limitation any of the foregoing generated from, derived from, based on or related to End User Data.
"Update" means any modification, error correction, bug fix, new release or other update to the Hosted Software, Services and any related documentation. If Licensor, in its sole discretion, supplies or makes available any Update, such Update shall be available to you on and subject to this Agreement.
"Website" means the web application through which the Services are provided, at the address your health care provider gives you.
2. License Grant
Licensor provides Services to patients and their healthcare providers. Subject to your compliance with the terms of this Agreement, Licensor grants you a personal, limited, terminable, non-exclusive, non-transferable license to access and use the Services for your personal, non-commercial use, strictly in accordance with this Agreement and the related documentation.
3. User Representations and Obligations
You are responsible and liable for all uses of the Services, Website, Software and documentation, directly or indirectly, including all actions and failures to take required actions with respect to the Services, Website, Software and documentation by yourself or by any other person or entity to whom you provide access, whether such access or use is permitted by or in violation of this Agreement. You are responsible for and will ensure adequate security over your account, including by securing any device used by you to access the Services and Website, and you are solely responsible for any misuse or unauthorized use of your account.
You will provide your own device, telecommunications, and computing environment as necessary for accessing the Services and Website in a manner supported by Licensor. You are responsible for all connection and line charges, including long distance and roaming charges.
You will access the Services and Website using only methods and systems enabled by Licensor or otherwise approved for access. You may access and use the Services and Website only for your own purposes consistent with the terms of this Agreement.
Without Licensor's prior written consent, you shall not: (a) copy any portion of the Website, Software or documentation; (b) decompile, disassemble, scrape or otherwise reverse engineer any portion of the Software, or determine or attempt to determine any source code, algorithms, methods or techniques embodied in any portion of the Software, except to the limited extent applicable laws specifically prohibit such restriction; (c) create any Derivative Works of or based on any portion of the Website, Software or documentation, except to the limited extent applicable laws specifically prohibit such restriction; (d) make, use, or offer any portion of the Website or Software or any data or other output from the use thereof, for lease, rent, or sale, or reproduce, resell, distribute, publish, display, assign, transfer, sublicense, lend, or use on a timeshare or service bureau basis; (e) engage in any activity that interferes with, disrupts, damages, or accesses in an unauthorized manner the Website or any servers, networks, systems, products, or other properties or services of Licensor or any third party; (f) remove or alter any copyright, trademark, trade name or other proprietary notices, legends, symbols or labels appearing on or in the Software or documentation; (g) perform, publish, or otherwise disclose the results of any evaluation, benchmark tests, or other comparisons of the Website, Services, Software or documentation with other programs or services; (h) permit the Website, Services, Software or documentation to be used for processing the data of any third party; (i) incorporate any portion of the Website, Services, Software or documentation into any other program, product or service, or use the same to provide similar services or functionality to third parties; (j) provide any third party with access to any portion of the Website, Services, Software and documentation other than as expressly permitted herein; (k) distribute or resell the Services, Software or documentation for any purpose; (l) use the Website, Services, Software, documentation or the data generated by the Services for any unlawful or tortious purpose or to conduct or influence others to conduct malicious or unlawful activities using such data; (m) use the Website, Services or Software to transmit any viruses, worms, time bombs, Trojan horses or any other harmful or malicious code; and (n) use the Website, Services, Software and documentation for any purpose other than in accordance with this Agreement and the applicable documentation.
The Software may contain technological copy protection or other security features designed to prevent unauthorized use of the Software. You shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to any such copy protection or security features.
You acknowledge that if you rely on the Services as your sole repository of files, data, communications, or information, you do so at your own risk, and that your interests may be compromised if the Website, Software, Services, or any information accessible through the Website become temporarily or permanently unavailable, with or without notice. Licensor will use commercially reasonable efforts to protect End User Data from unauthorized disclosure or use, including by means of technical and other measures, but Licensor does not guarantee the security of End User Data.
Violations of any provision of this Agreement may be dealt with in Licensor's sole discretion, and Licensor may take any actions to remedy the violation, including but not limited to removing the violating content without notice, denying or suspending access to the Website, Services or Software, reporting to government authorities, or any such other remedies or actions as may be otherwise legally available to Licensor or any aggrieved party, including under the Digital Millennium Copyright Act, the Computer Fraud and Abuse Act, and the No Electronic Theft Act.
4. Use and Access
You acknowledge and agree that (a) Licensor has the right to manage the Website, Services and Software to protect the rights and property of Licensor and others and to facilitate the proper functioning of the same, including suspending or disabling your account; and (b) the Services may be inaccessible from time to time due to planned or unplanned maintenance, or due to unavailability of third-party services. You further acknowledge that Licensor reserves the right, in its sole discretion, to make any changes to the Services, Website, Software, and documentation that it deems necessary or useful, provided that any such changes will not materially diminish the features or functionality of the same. You also agree that you (x) will access and use the Services, Website, Software and documentation only for purposes that are permitted by applicable law; and (y) will not engage in any activity in connection with the Services, Website, Software and documentation that infringes or misappropriates any Intellectual Property Rights of a third party.
5. Data
As between you and Licensor, you own all End User Data and the output generated from the Services from your End User Data. You are entirely and solely responsible for your End User Data.
Licensor processes health information you provide on behalf of, and under written agreement with, your health care provider. Licensor's use and disclosure of that information is described in the Privacy Policy, which is presented to you when you create an account and remains available at `/legal/privacy` within the Services.
You may provide suggestions, requests, recommendations and other feedback concerning your use of the Services, Website, Software, and documentation, including without limitation any errors or difficulties discovered with respect thereto (the "Feedback"). You agree that all Feedback shall be the sole property of, and you hereby assign all of your right, title and interest in Feedback to, Licensor, and Licensor may use such Feedback at its discretion without your consent and without attribution or compensation to you.
You hereby grant to Licensor a worldwide, non-exclusive, royalty-free right and license to use, reproduce, transmit and display your End User Data solely for the purposes of providing the Services and performing its obligations hereunder, and for any other purposes permitted under this Agreement or the Privacy Policy.
6. Ownership
As between Licensor and you, Licensor retains all right, title and interest, including without limitation all Intellectual Property Rights, in and to the Services, Website, Software, Licensor Data and documentation, including without limitation any Derivative Work thereof or any portion thereof and any Update thereto. You agree to take any action reasonably requested by Licensor to evidence, maintain, enforce or defend the foregoing. You shall not take any action to jeopardize, limit or interfere in any manner with Licensor's ownership of and rights with respect to the foregoing. You shall have only those rights in or to the Services, Website, Software and documentation expressly granted to you pursuant to this Agreement. All other rights are reserved by Licensor.
7. Disclaimer of Warranties; Limitation of Liability
THE SERVICES, WEBSITE, SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS" AND LICENSOR DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICES, WEBSITE, SOFTWARE AND DOCUMENTATION, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT OF THIRD PARTY RIGHTS, AND WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. LICENSOR DOES NOT WARRANT OR GUARANTEE THE ACCURACY OF THE CONTENT OR OTHER INFORMATION INCLUDED IN, TRANSMITTED THROUGH OR MADE AVAILABLE BY THE SERVICES, WEBSITE, SOFTWARE OR DOCUMENTATION, WHICH MAY INCLUDE INACCURACIES OR ERRORS. LICENSOR DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES, WEBSITE, SOFTWARE OR DOCUMENTATION, OR ANY RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OR ACHIEVE ANY INTENDED RESULT. LICENSOR DOES NOT GUARANTEE THAT THE SERVICES, WEBSITE, SOFTWARE AND DOCUMENTATION WILL BE AVAILABLE WITHOUT INTERRUPTION OR ERROR-FREE, THAT BUGS OR MALFUNCTIONS WILL BE CORRECTED, OR THAT THE SOFTWARE, WEBSITE OR LICENSOR'S SERVERS ARE FREE OF HARMFUL COMPONENTS.
FOR THE AVOIDANCE OF DOUBT, LICENSOR MAKES NO WARRANTIES OR REPRESENTATIONS AND WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY THIRD PARTY SERVICES, CONTENT, SOFTWARE OR OTHER MATERIALS. LICENSOR DOES NOT REPRESENT OR IMPLY THAT IT ENDORSES ANY SUCH THIRD PARTY SERVICES OR MATERIALS, OR THAT IT BELIEVES THE OPERATION OF ANY SUCH THIRD PARTY SERVICES OR MATERIALS WILL BE ACCURATE, USEFUL OR NON-HARMFUL. YOU ARE RESPONSIBLE FOR TAKING PRECAUTIONS TO PROTECT YOURSELF AND YOUR SYSTEMS IN CONNECTION WITH THE USE OF THIRD PARTY SERVICES AND MATERIALS.
TO THE EXTENT ALLOWED BY APPLICABLE LAW AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR LIMITATION OF LIABILITY: (a) IN NO EVENT SHALL LICENSOR OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES FOR LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, LOSS OF OR INABILITY TO USE CONTENT, INADVERTENT DISCLOSURE OF CONTENT, PERSONAL INJURY, OR INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR OTHER ECONOMIC LOSS ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SUBJECT HEREOF, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, HOWEVER CAUSED; AND (b) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, LICENSOR'S ENTIRE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SUBJECT HEREOF, UNDER ANY LEGAL THEORY (WHETHER IN CONTRACT, TORT, INDEMNITY OR OTHERWISE), IF ANY, SHALL NOT EXCEED ONE THOUSAND DOLLARS (US$1,000).
The exclusions and limitations in this Section 7 do not apply to Licensor's gross negligence or willful misconduct, or to the extent not permitted by applicable law.
8. Indemnification
You agree to indemnify, defend and hold Licensor, its partners, distributors, resellers, licensors, service providers, suppliers, affiliates, contractors, officers, directors, employees, and agents harmless from all damages, losses, and expenses arising directly or indirectly from (a) any negligent acts, omissions or willful misconduct by you, (b) your use of the Services, Website, Software or documentation in a manner other than is specifically authorized hereunder, and (c) allegations that, if true, would constitute a breach of this Agreement by you or your violation of any law or of any rights of any third parties.
9. Term
This Agreement is effective until terminated by you or Licensor. Your rights under this Agreement will terminate automatically without notice from Licensor if you fail to comply with any terms of this Agreement.
If the health care provider that invited you stops using the Services, you may continue to access an active plan until that plan ends.
Without limiting any other rights and remedies, Licensor may, through any lawful means and without notice to you, suspend, terminate, or otherwise deny your access to or use of all or any part of the Services, Website, Software or documentation, without incurring any resulting obligation or liability, if Licensor believes in good faith that (i) it is required to do so pursuant to a judicial or other governmental demand or order, subpoena, or law enforcement request; (ii) you have failed to comply with this Agreement, or accessed or used the Services, Website, Software or documentation beyond the scope of the rights granted or for a purpose not authorized under this Agreement; (iii) you are, have been, or are likely to be involved in any fraudulent, misleading, harmful or unlawful activities relating to or in connection with any of the Services, Website, Software or documentation; or (iv) this Agreement is terminated.
Upon termination of this Agreement for any reason, Sections 3 through 11 (and any other provision that should survive to give it full effect), and any other liability or obligation accruing prior to termination, will survive the termination of this Agreement. You will have up to 30 days after termination of this Agreement in which to retrieve your End User Data.
10. Confidentiality
You may have access to information in any form or medium (whether oral, written, electronic, or other) that Licensor considers confidential or proprietary, including information consisting of or relating to the Services, Website, technology, trade secrets, know-how, business operations, plans, strategies, customers, pricing, and information with respect to which Licensor is obligated to keep confidential, in each case whether or not marked, designated, or otherwise identified as such ("Confidential Information"). Confidential Information does not include information that was rightfully known by you without restriction on use or disclosure separate and apart from such information's being disclosed or made available by Licensor, or information that was or becomes generally known by the public other than by your noncompliance with this Section 10.
You agree not to access, disclose or use Confidential Information other than as necessary to use the Services, Website, Software and documentation in accordance with this Agreement, and to safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care you use to protect your similarly sensitive information and in no event less than a commercially reasonable degree of care. If you are compelled by law to disclose any Confidential Information, you will promptly, and prior to such disclosure, notify Licensor and cooperate (at Licensor's expense) to oppose such disclosure or seek a protective order or other limitations on disclosure if requested by Licensor.
11. General Provisions
(a) Notices. Licensor may give notice to you by any contact information associated with your account, or by posting notice within the Services. You will provide notice to Licensor (such notice is deemed given when received by Licensor) by letter delivered by a nationally recognized overnight delivery service or certified postage prepaid mail to:
PostOp Genius LLC
c/o Cogency Global Inc.
406 N Main St Ste B
Rolla, MO 65401-3154
or by email to support@postopgenius.com.
(b) Assignment. This Agreement may not be assigned, in whole or part, whether voluntarily, by operation of law or otherwise, by you without Licensor's prior written consent. Subject to the preceding sentence, the rights and liabilities of the parties hereto shall bind, and inure to the benefit of, their respective assignees and successors. Any attempted assignment other than in accordance with this Section 11(b) shall be null and void. Except as may be otherwise expressly provided herein, this Agreement is for the sole benefit of the parties and does not confer upon any other person or entity any right or remedy.
(c) Governing Law, Jurisdiction and Venue. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law. Each of the parties consents to the exclusive jurisdiction and venue of the state and federal courts in St. Louis County, Missouri. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be commenced in the federal courts or state courts with jurisdiction covering St. Louis County, and each party hereto irrevocably submits to the exclusive jurisdiction and venue of any such court and waives any objection based on inconvenient forum. Each party's rights and remedies hereunder are cumulative and non-exclusive.
(d) Attorneys' Fees. If any legal action, including without limitation an action for injunctive relief, is brought relating to this Agreement or the breach hereof, the prevailing party in any final judgment, or the non-dismissing party in the event of a dismissal without prejudice, shall be entitled to the full amount of all reasonable expenses, including all court costs, and actual attorneys' fees paid or incurred in good faith.
(e) Waiver. The waiver by either party of a breach of or a default under any provision of this Agreement shall be in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.
(f) Severability. If the application of any provision of this Agreement to any particular facts or circumstances shall be held to be invalid or unenforceable by a court of competent jurisdiction, then (i) the validity and enforceability of such provision as applied to any other particular facts or circumstances and the validity of other provisions of this Agreement shall not in any way be affected or impaired thereby; and (ii) such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties and reformed without further action by the parties to the extent necessary to make such provision valid and enforceable.
(g) Relationship of the Parties. Nothing contained in this Agreement shall be deemed or construed as creating a joint venture, partnership, agency, employment or fiduciary relationship between the parties. Neither party nor its agents have any authority of any kind to bind the other party in any respect whatsoever, and the relationship of the parties is, and at all times shall continue to be, that of independent contractors.
(h) Restricted Rights; Export. If you are an agency or instrumentality of the United States Government, the Software and documentation are "commercial computer software" and "commercial computer software documentation," and, pursuant to FAR 12.212 or DFARS 227.7202, and their successors, as applicable, use, reproduction and disclosure of the Software and documentation are governed by the terms of this Agreement. You shall not, directly or indirectly, export, re-export, or release the Software or documentation to, or make the Software or documentation accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation.
(i) Entire Agreement. This Agreement, the Privacy Policy, and any other Licensor-authored documents or materials hyperlinked or otherwise incorporated by reference herein, constitute the entire agreement between the parties concerning the subject matter hereof and supersede all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, agreements and communications, whether oral or written, between the parties relating to the subject matter of this Agreement and all past courses of dealing or industry custom. In entering into this Agreement, neither you nor Licensor has relied upon any statement, representation, warranty, or agreement of the other party except to the extent expressly contained in this Agreement. No amendment or modification of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized signatory of each of Licensor and you, except that Licensor may publish an updated version of this Agreement, which will take effect for you when you accept it.
(j) Force Majeure. In no event shall Licensor be liable or responsible to you, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by any circumstances beyond Licensor's reasonable control, including without limitation (i) acts of God; (ii) flood, fire, earthquake, other natural disasters, pandemic or other public health conditions, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions; (v) embargoes or blockades in effect on or after the date of this Agreement; (vi) national or regional emergency; (vii) shortage of adequate power or telecommunication facilities; and (viii) any similar force majeure event occurring on third-party services that impact the Website, Services, Software or documentation.
By indicating your acceptance when this Agreement is presented online, you agree to be bound by its terms and conditions.