The agreement that governs use of the website and the service when no signed agreement is in place.
By accessing or using the RecCheckMD website or service (the “Services”) you agree to these Terms on behalf of yourself and, if you use the Services for an organization, on behalf of that organization (“you”, “Customer”). RecCheckMD, LLC, a Tennessee limited liability company (“RecCheckMD”, “Provider”), provides the Services. If you do not agree, do not use the Services.
The Services are a cloud-based platform that helps healthcare organizations screen and monitor product recalls against their purchasing data, import and process data, track compliance actions, generate reports, and use the Echo assistant and other artificial-intelligence features, together with support and updates. Features marked as beta or pre-release may be changed or withdrawn at any time and are provided as-is.
Accounts are for employees and individual contractors of the Customer who are authorized to use the Services on its behalf. You are responsible for keeping credentials confidential and for everything done under your organization’s accounts. You will provide accurate data, maintain the security of your own systems, make sure your users comply with these Terms, review all alerts and output before acting on them, and independently verify any operational, purchasing, inventory, clinical, or patient-related decision before implementing it.
The Services, including the Echo assistant and other artificial-intelligence features, are decision-support tools intended to supplement, not replace, your independent professional judgment, quality and regulatory processes, supply chain procedures, and patient-safety workflows. Output generated by artificial-intelligence features may be incomplete or inaccurate and must be independently verified before use. The Services do not provide medical, legal, or regulatory advice, and RecCheckMD is not responsible for decisions made or actions taken or not taken in reliance on the Services.
Regardless of any information, alert, match, report, score, or other output provided or omitted by the Services, you remain solely responsible for: (a) investigating any actual or potential product recall, field correction, market withdrawal, or safety communication affecting your facilities; (b) all patient notification and communication obligations; (c) all reporting obligations to regulatory and accreditation bodies, including adverse-event and medical device reporting; (d) all inventory actions, including identification, segregation, quarantine, return, and disposition of affected products; (e) all clinical and patient-care decisions; and (f) compliance with all applicable requirements of The Joint Commission, the Centers for Medicare & Medicaid Services, the U.S. Food and Drug Administration, state health authorities, and other applicable bodies.
You retain all ownership rights in data you submit to the Services (“Customer Data”). You grant RecCheckMD a non-exclusive right to host, process, transmit, display, and use Customer Data solely to provide the Services and as these Terms otherwise permit. RecCheckMD may create and use data that is aggregated or de-identified so that it does not identify you, any facility, or any individual, to operate, analyze, benchmark, and improve the Services. RecCheckMD will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data, as described on the Security page, and will notify you without undue delay, and within seventy-two hours, after confirming a security incident resulting in unauthorized access to or disclosure of your unencrypted Customer Data. Our Privacy Policy describes what we collect and how we use it.
The Services are not intended to receive, process, store, or transmit protected health information (“PHI”) as defined under HIPAA, unless a separate written agreement, including where applicable a Business Associate Agreement, is executed by both parties. You will not upload or transmit through the Services any PHI or personally identifiable health information, Social Security numbers, financial account information, payment card data, or other sensitive personal information subject to heightened regulatory protection, and you represent that purchase-order and supply chain data you submit will not contain PHI. RecCheckMD has no obligation to monitor uploaded content for such data. If you become aware that prohibited data has been uploaded, notify us promptly and cooperate in removing it; RecCheckMD may delete or quarantine it. You are responsible for any consequences of submitting prohibited data without our prior written authorization. Nothing in these Terms creates a business associate relationship.
RecCheckMD retains all right, title, and interest in the Services, software, algorithms, matching methodologies, workflows, analytics, report formats and templates, documentation, and trademarks. You receive a limited, non-exclusive, non-transferable right to use the Services during your term for your internal business purposes; no other rights are granted. Output that incorporates your Customer Data may be retained and used by you for your internal business purposes during and after the term. RecCheckMD may use any suggestions or feedback you provide without restriction.
You will not, and will not permit anyone to: reverse engineer, decompile, or disassemble the Services; copy, resell, sublicense, or provide unauthorized third-party access to them; use them for unlawful purposes; interfere with their security or operation; use automated means to scrape or bulk-extract data; conduct penetration, vulnerability, or load testing without our prior written consent; access the Services to build a competing product; or share access credentials.
Each party will protect the other’s non-public information that is designated confidential or that reasonably should be understood to be confidential, using at least reasonable care, and will use it only for the purposes of these Terms. This does not apply to information that is or becomes public through no fault of the receiving party, was already known to it without restriction, is independently developed, or is rightfully received from a third party without a duty of confidentiality. A party may disclose confidential information when required by law, with prompt notice where permitted. These obligations survive for five years after your use ends, and for trade secrets as long as the law allows.
RecCheckMD may suspend the Services, with notice as soon as reasonably practicable, if your use poses a security risk to the Services or a third party, suspension is required by law, or continued provision would expose RecCheckMD to material legal liability, limiting the suspension to what is reasonably necessary. Either party may end this agreement for a material breach not cured within thirty days after written notice, or immediately if the other party becomes insolvent or materially violates applicable law in connection with the Services. When your use ends, your access ends and you will stop using the Services. For thirty days after termination RecCheckMD will make your Customer Data available for export in a standard format on written request; after that RecCheckMD may delete it, except as retained in routine backups or as required by law, and Section 10 continues to apply to retained data.
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” RECCHECKMD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY OF DATA, AND UNINTERRUPTED OR ERROR-FREE OPERATION.
You acknowledge that: (a) recall and enforcement information is derived from third-party and government sources, including the U.S. Food and Drug Administration’s openFDA database, which the FDA characterizes as unvalidated, and RecCheckMD does not control and is not responsible for the accuracy, completeness, or timeliness of those sources; (b) not all recalls may be identified by the Services; (c) the Services may produce false-positive or false-negative matches, and you are solely responsible for verifying any match before acting on it; (d) data may contain inaccuracies or delays; and (e) you remain solely responsible for all patient-safety, operational, purchasing, inventory, and clinical decisions as set out in Sections 4 and 5.
RECCHECKMD DOES NOT GUARANTEE IDENTIFICATION OF EVERY RECALL, ACHIEVEMENT OF REGULATORY COMPLIANCE BY YOU, OR PREVENTION OF PATIENT HARM OR OPERATIONAL LOSS.
EXCEPT FOR LIABILITY ARISING FROM RECCHECKMD’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, RECCHECKMD SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
RECCHECKMD SHALL HAVE NO LIABILITY FOR ANY MATTER FOR WHICH YOU ARE RESPONSIBLE UNDER SECTION 5, INCLUDING CLINICAL, PATIENT-CARE, PURCHASING, INVENTORY, OR REGULATORY DECISIONS, OR FOR ANY RECALL NOT IDENTIFIED OR INCORRECTLY MATCHED BY THE SERVICES.
RECCHECKMD’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES SHALL NOT EXCEED THE FEES YOU PAID TO RECCHECKMD DURING THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED U.S. DOLLARS IF YOU HAVE PAID NO FEES.
THESE LIMITATIONS ARE A MATERIAL BASIS OF THE BARGAIN AND APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. NO CLAIM ARISING OUT OF THE SERVICES MAY BE BROUGHT MORE THAN ONE YEAR AFTER THE CLAIMING PARTY KNEW OR REASONABLY SHOULD HAVE KNOWN OF THE CLAIM.
You will defend and indemnify RecCheckMD against third-party claims, and the resulting damages, fines, penalties, and reasonable costs, arising from Customer Data you submit in violation of Section 7, from your use of the Services in violation of these Terms or applicable law, or from decisions and actions for which you are responsible under Section 5.
These Terms are governed by the laws of the State of Tennessee, without regard to conflict-of-law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Tennessee for any dispute arising out of or relating to the Services. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH DISPUTE.
These Terms, with the Privacy Policy, are the entire agreement between you and RecCheckMD about the Services unless a signed agreement exists. RecCheckMD may update these Terms by posting a revised version with a new date; continued use after the change is acceptance. You may not assign these Terms without RecCheckMD’s consent. If any provision is unenforceable, the rest remain in effect. A failure to enforce a provision is not a waiver. Notices to RecCheckMD go to info@reccheckmd.com; notices to you go to your account email.