Privacy Policy & Terms of Service

IMPORTANT – PLEASE READ CAREFULLY
This Privacy Policy & Terms of Service (this "Agreement") is a binding legal agreement between you and OR TRAX, LLC ("Provider"). This Agreement governs your access to and use of the OR TRAX website, mobile applications, vendor registration portal, credentialing platform, badge management tools, visitor management solutions, kiosks, integrations, reporting tools, notifications, communications services, and all related products, services, software, content, and functionality made available by Provider (collectively, the "Services").

For purposes of this Agreement, "you", "your", "Vendor", "Customer", and "User" mean the individual, company, organization, or other legal entity accessing or using the Services. If you are accepting this Agreement on behalf of a company, employer, manufacturer, distributor, contractor, healthcare supplier, or other legal entity, you represent and warrant that you have authority to bind such entity to this Agreement.

By registering for, accessing, subscribing to, or using the Services, you acknowledge that you have read, understood, and agree to be legally bound by this Agreement. If you do not agree to this Agreement, you may not access or use the Services.
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1. DEFINITIONS

For purposes of this Agreement, "Authorized User" means any employee, representative, contractor, consultant, agent, or other individual authorized by a Vendor or Customer to access or use the Services. "Customer Data" means all information, records, documents, certifications, credentials, communications, files, images, submissions, and other content uploaded, submitted, transmitted, stored, or otherwise made available through the Services by or on behalf of a User. "Facility" means any hospital, health system, clinic, ambulatory care center, physician practice, long-term care facility, rehabilitation facility, healthcare organization, or other customer utilizing the Services. "Vendor" means any manufacturer, distributor, supplier, sales representative, contractor, consultant, service provider, healthcare vendor, visitor, or other third party using the Services in connection with a Facility. "Third-Party Services" means any third-party products, services, software, hardware, platforms, integrations, payment processors, APIs, badge systems, visitor management systems, electronic health record systems, kiosks, hosting providers, telecommunications services, or other technology utilized in connection with the Services.

2. Services

Provider provides a technology platform and related products and services for vendor credentialing, compliance management, visitor and access management, communications, reporting, integrations, workflow automation, and other business, operational, administrative, and technology-related functions that Provider may make available from time to time. Subject to your compliance with this Agreement, Provider grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for your internal business purposes during the applicable subscription term.

Provider reserves the right to modify, enhance, suspend, discontinue, replace, remove, or otherwise change any aspect of the Services at any time. Provider does not guarantee that any particular feature, functionality, integration, report, workflow, service component, or Third-Party Service will remain available for any period of time.

The Services are licensed and not sold. Except for the limited rights expressly granted in this Agreement, Provider reserves all right, title, and interest in and to the Services and all related intellectual property rights.

3. User Codes

As part of your registration process, you may be asked to select a user name ("Name") and/or password ("Password") (the Name and Password are hereafter referred to as "User Codes"). The User Codes are for your personal use only. You are responsible for maintaining the confidentiality of the User Codes, and you agree not to provide them to any third party. You are responsible for all statements made and acts or omissions that occur while your User Codes are being used except if caused by OR TRAX's negligence. You agree to notify OR TRAX immediately, by email to support@ortrax.com, in the event of loss or theft of your User Codes.

4. Privacy

4a. DATA RETENTION:
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We retain your personal data only for as long as necessary to provide our services, comply with our legal and contractual obligations, resolve disputes, enforce our agreements, and meet regulatory, audit, or operational requirements. Retention periods vary based on the type of data and the purpose for which it is processed.

Typical retention guidelines:
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• Account information (such as name, email, and phone number): Retained while your account remains active. Following account closure, this information is generally deleted or anonymized within a reasonable period, unless a longer retention period is necessary to fulfill our contractual commitments to healthcare facility partners, comply with applicable law, or address legitimate business or legal needs.
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• Clock-in/clock-out records and facility access logs: Retained for the period required to support healthcare facility operations, audits, compliance reviews, and applicable regulatory requirements. Retention is typically aligned with the requirements of the facility we serve and applicable law, and may extend for several years where appropriate.
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• Badge synchronization data: Retained for the duration of the active badge assignment and for a reasonable period thereafter, after which it is deleted or anonymized unless a longer retention period is required by contract, law, or legitimate business purpose.

When your account is deactivated or your engagement with a facility ends, we retain only the data reasonably necessary to meet our legal, regulatory, contractual, or legitimate business obligations. Data that is no longer required for these purposes is deleted or anonymized in accordance with our internal retention practices.

We may update these retention practices from time to time to reflect changes in our services, legal requirements, or contractual obligations.

4b. DATA DELETION:
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You have the right to request deletion of your personal data. To submit a deletion request, email us at support@ortrax.com with the subject line “Data Deletion Request” and include your full name and the email address associated with your account. We will process your request within 30 days and confirm deletion via email. Certain data may be retained as required by law or for legitimate business purposes, such as compliance records required by healthcare facilities. In such cases, we will inform you of the specific data retained and the reason for its retention.

5. Reservation of Rights and Ownership

The Services are licensed, not sold. OR TRAX reserves all rights not expressly granted to you in this Agreement. The Services are protected by copyright, trade secret and other intellectual property rights. OR TRAX owns all right, title and interest in and to the Services and all intellectual property rights therein.

6. Copyright and Trademark Notice

All content provided by OR TRAX on the Site is copyrighted material. OR TRAX and its logos are trademarks of OR TRAX, all rights reserved. You may not copy, reproduce, transmit, sell, display, distribute, publish, broadcast, circulate, modify, disseminate, or commercially exploit such marks without prior written consent.

7. Links

The Site contains links to other websites and sources of information that are not under the control of OR TRAX. OR TRAX makes no representations whatsoever about any Third Party Site. When you access a Third Party Site, you do so at your own risk.

8. INTELLECTUAL PROPERTY OWNERSHIP

As between the parties, Provider and its licensors own and shall retain all right, title, and interest in and to the Services, including all software, source code, object code, databases, workflows, interfaces, designs, documentation, reports, templates, content, functionality, trade secrets, know-how, trademarks, service marks, copyrights, patents, inventions, derivative works, modifications, enhancements, improvements, and all other intellectual property rights embodied in or relating to the Services (collectively, the "Provider IP").

Nothing in this Agreement transfers to you any ownership interest in the Services or any Provider IP. Except for the limited right to access and use the Services expressly granted under this Agreement, no license or other rights are granted by implication, estoppel, or otherwise.

Provider may modify, enhance, replace, discontinue, or develop new functionality for the Services at any time. Any modifications, updates, enhancements, derivative works, customizations, configurations, or improvements to the Services, whether developed by Provider independently or based upon user suggestions, requests, comments, or feedback, shall be owned exclusively by Provider.

9. CUSTOMER DATA; LICENSE TO PROVIDER

As between the parties, you retain ownership of Customer Data submitted by you through the Services. You hereby grant to Provider and its affiliates, subcontractors, service providers, and hosting providers a worldwide, non-exclusive, royalty-free license to host, store, reproduce, process, transmit, display, modify, format, analyze, and otherwise use Customer Data as reasonably necessary to provide, maintain, support, secure, improve, and operate the Services and to fulfill Provider's obligations under this Agreement.

You represent and warrant that you possess all rights, permissions, consents, and authority necessary to provide Customer Data to Provider and to grant the foregoing license. You further represent and warrant that Customer Data and Provider's use thereof as contemplated by this Agreement will not violate any applicable law, contractual obligation, confidentiality obligation, intellectual property right, privacy right, publicity right, or other right of any third party.

Provider shall have no obligation to review, validate, audit, verify, or independently confirm the accuracy, completeness, authenticity, legality, or sufficiency of Customer Data.

10.  AGGREGATED DATA; ANALYTICS; FEEDBACK

Provider may collect, create, generate, compile, analyze, use, disclose, commercialize, and otherwise exploit aggregated, anonymized, de-identified, statistical, benchmarking, operational, performance, and analytical information derived from the use of the Services, provided that such information does not identify you as an individual or disclose Customer Data in an identifiable form.

Provider shall own all right, title, and interest in and to such aggregated, anonymized, de-identified, benchmarking, and analytical information and may use such information for product development, analytics, reporting, machine learning, artificial intelligence development, research, benchmarking, security monitoring, marketing, operational improvements, and other lawful business purposes.

If you provide suggestions, recommendations, comments, enhancement requests, ideas, improvements, feedback, or other input relating to the Services ("Feedback"), Provider shall be free to use, implement, modify, disclose, commercialize, and otherwise exploit such Feedback without restriction, compensation, attribution, or obligation to you. All Feedback shall be deemed non-confidential and shall become the exclusive property of Provider upon submission.

11. THIRD-PARTY SERVICES; INTEGRATIONS; KIOSKS

The Services may interact with, connect to, exchange information with, or otherwise rely upon Third-Party Services, including payment processors, healthcare facilities, badge systems, visitor management systems, kiosk solutions, hosting providers, telecommunications providers, identity providers, electronic health record systems, scheduling systems, and other third-party technologies.

Provider does not own or control Third-Party Services and makes no representation, warranty, or guarantee regarding the availability, compatibility, functionality, accuracy, reliability, security, performance, or continued operation of any Third-Party Service.

Provider may offer, resell, distribute, facilitate access to, integrate with, or otherwise make available kiosk solutions, visitor management tools, hardware, software, or related services supplied by third parties. Any such offerings may be subject to separate third-party terms and conditions. Provider shall not be responsible for delays, outages, malfunctions, interruptions, defects, security incidents, data loss, incompatibilities, maintenance issues, or failures attributable to any Third-Party Service.

You acknowledge that the functionality and performance of the Services may depend upon Third-Party Services that are outside Provider's control and that Provider shall not be liable for any interruption, degradation, unavailability, or loss arising from such Third-Party Services.

12. CONFIDENTIALITY

During the course of the parties' relationship, either party may receive non-public, proprietary, confidential, technical, commercial, financial, operational, business, security, or other confidential information relating to the other party ("Confidential Information").

The receiving party shall use the disclosing party's Confidential Information solely as necessary to exercise its rights or perform its obligations under this Agreement and shall not disclose such Confidential Information to any third party except to employees, contractors, professional advisors, affiliates, service providers, or representatives who have a legitimate need to know such information and who are bound by confidentiality obligations no less protective than those contained herein.

Confidential Information shall not include information that is publicly available through no fault of the receiving party, was lawfully known by the receiving party before disclosure, is independently developed without reference to the Confidential Information, or is lawfully obtained from a third party without restriction.

If the receiving party is required by law, regulation, court order, subpoena, or governmental request to disclose Confidential Information, the receiving party may do so, provided that, to the extent legally permitted, it gives reasonable advance notice to the disclosing party and cooperates in seeking confidential treatment or protective measures.

The obligations contained in this Section shall survive termination of this Agreement for a period of five (5) years; provided, however, that trade secrets shall remain protected for so long as they remain trade secrets under applicable law.

13. RENEWAL, SUSPENSION, AND TERMINATION

The subscription term will automatically renew for additional successive one (1) year terms unless either Party gives the other Party written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current term (each a "Renewal Term").

Provider may immediately suspend, restrict, disable, or terminate access to the Services, in whole or in part, without liability, if Provider reasonably believes that: (i) you have violated this Agreement; (ii) Customer Data is inaccurate, misleading, fraudulent, unlawful, or presents a security risk; (iii) your account has been compromised; (iv) continued access may adversely affect the security, integrity, availability, or operation of the Services; (v) a Facility requests suspension or termination of access; (vi) a legal or regulatory requirement necessitates such action; or (vii) any fees due to Provider remain unpaid.

Provider shall have no liability for any losses, damages, costs, business interruption, lost opportunities, lost revenue, or other consequences arising from any suspension undertaken in accordance with this Agreement.

Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice describing the breach in reasonable detail.

Upon expiration or termination of this Agreement, all rights granted to you shall immediately cease, and you shall discontinue all use of the Services. Provider may deactivate accounts and remove access credentials following termination. Provider may retain Customer Data for such period as Provider reasonably determines necessary to satisfy legal, regulatory, contractual, security, audit, backup, disaster recovery, business continuity, dispute resolution, enforcement, and legitimate business requirements.

14. WARRANTIES; DISCLAIMERS

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES, ALL PROVIDER IP, ALL THIRD-PARTY SERVICES, ALL REPORTS, ALL DATA, ALL INTEGRATIONS, ALL KIOSKS, ALL VISITOR MANAGEMENT FUNCTIONALITY, ALL BADGE MANAGEMENT FUNCTIONALITY, ALL NOTIFICATIONS, AND ALL RELATED SERVICES ARE PROVIDED ON AN "AS IS", "AS AVAILABLE", AND "WITH ALL FAULTS" BASIS.

PROVIDER DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, ACCURATE, COMPLETE, AVAILABLE AT ANY PARTICULAR TIME, OR FREE FROM HARMFUL CODE. PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL SATISFY YOUR REQUIREMENTS, ACHIEVE ANY PARTICULAR BUSINESS RESULT, RESULT IN VENDOR APPROVAL, FACILITY ACCESS, APPOINTMENT AVAILABILITY, CREDENTIALING APPROVAL, REGULATORY COMPLIANCE, OR ANY OTHER DESIRED OUTCOME.

WITHOUT LIMITING THE FOREGOING, PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, PERFORMANCE, QUALITY, SECURITY, QUIET ENJOYMENT, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

PROVIDER DOES NOT VERIFY, AUDIT, CERTIFY, VALIDATE, OR GUARANTEE THE ACCURACY OF ANY INFORMATION SUBMITTED BY USERS, VENDORS, FACILITIES, VISITORS, CONTRACTORS, OR THIRD PARTIES THROUGH THE SERVICES.

PROVIDER DOES NOT GUARANTEE THE DELIVERY, RECEIPT, TIMING, OR ACCURACY OF ANY EMAIL, TEXT MESSAGE, PUSH NOTIFICATION, BADGE NOTIFICATION, ACCESS ALERT, COMMUNICATION, OR OTHER MESSAGE TRANSMITTED THROUGH THE SERVICES.

15.  INDEMNIFICATION

You shall defend, indemnify, and hold harmless Provider, its affiliates, licensors, service providers, subcontractors, officers, directors, employees, agents, successors, and assigns from and against any and all claims, demands, investigations, actions, proceedings, damages, liabilities, losses, judgments, fines, penalties, costs, and expenses, including reasonable attorneys' fees and legal expenses, arising out of or relating to: (i) your use of the Services; (ii) Customer Data; (iii) any breach of this Agreement; (iv) any violation of applicable law; (v) any inaccurate, misleading, incomplete, expired, fraudulent, or unlawful information submitted through the Services; (vi) any allegation that Customer Data infringes, misappropriates, or otherwise violates the rights of a third party; or (vii) your acts, omissions, negligence, misconduct, or failure to comply with Facility requirements.

Provider shall promptly notify you of any claim for which indemnification is sought and shall reasonably cooperate in the defense thereof at your expense. Provider may participate in the defense using counsel of its own choosing at its own expense.

16. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROVIDER, ITS AFFILIATES, LICENSORS, SUPPLIERS, SUBCONTRACTORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, ENHANCED, PUNITIVE, OR SIMILAR DAMAGES OF ANY KIND.

WITHOUT LIMITING THE FOREGOING, PROVIDER SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF OPPORTUNITY, LOSS OF DATA, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, LOSS OF CONTRACTS, LOSS OF CUSTOMERS, FACILITY ACCESS RESTRICTIONS, CREDENTIALING DENIALS, MISSED APPOINTMENTS, LOST SALES OPPORTUNITIES, REPUTATIONAL HARM, OR OTHER COMMERCIAL LOSSES, WHETHER FORESEEABLE OR NOT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER SHALL HAVE NO LIABILITY FOR THE ACTS, OMISSIONS, DECISIONS, POLICIES, REQUIREMENTS, SECURITY PROCEDURES, CREDENTIALING DETERMINATIONS, ACCESS DETERMINATIONS, OR CONDUCT OF ANY FACILITY, USER, VENDOR, VISITOR, OR THIRD PARTY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER SHALL HAVE NO LIABILITY FOR ANY THIRD-PARTY SERVICES, THIRD-PARTY SOFTWARE, PAYMENT PROCESSORS, KIOSKS, BADGE SYSTEMS, FACILITY SYSTEMS, NETWORKS, TELECOMMUNICATIONS SERVICES, HOSTING SERVICES, OR OTHER THIRD-PARTY TECHNOLOGY.

PROVIDER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES, THIS AGREEMENT, OR THE PARTIES' RELATIONSHIP SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO PROVIDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF THE THEORY OF LIABILITY AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

17. DISPUTE RESOLUTION; ARBITRATION

Any dispute, claim, controversy, or cause of action arising out of or relating to this Agreement, the Services, or the relationship between the parties shall be resolved exclusively by final and binding arbitration administered by JAMS in accordance with its applicable commercial arbitration rules.

The arbitration shall be conducted before a single arbitrator. The seat of arbitration shall be Atlanta, Georgia. The arbitration proceedings shall be conducted in the English language.

The arbitrator shall have exclusive authority to resolve all disputes relating to the interpretation, enforceability, applicability, formation, validity, and scope of this Agreement, including any claim that all or any portion of this Agreement is void or unenforceable.

Judgment upon any arbitration award may be entered in any court having jurisdiction.

18. CLASS ACTION WAIVER

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL CLAIMS SHALL BE BROUGHT SOLELY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, REPRESENTATIVE, PRIVATE ATTORNEY GENERAL, OR PARTICIPANT IN ANY CLASS ACTION, COLLECTIVE ACTION, REPRESENTATIVE ACTION, MASS ACTION, OR CONSOLIDATED PROCEEDING.

THE PARTIES EXPRESSLY WAIVE ANY RIGHT TO PARTICIPATE IN OR RECOVER RELIEF UNDER ANY CLASS ACTION, COLLECTIVE ACTION, REPRESENTATIVE ACTION, OR SIMILAR PROCEEDING.

19. MARKETING RIGHTS

You grant Provider the right to identify you as a customer, subscriber, vendor, or user of the Services and to use your name, trade name, trademark, logo, and general description of the parties' relationship in Provider's websites, customer lists, sales presentations, investor materials, marketing materials, earnings presentations, case studies, proposals, and similar business materials.

You acknowledge that Provider may reference your use of the Services in communications with prospective customers, partners, investors, lenders, acquirers, and other stakeholders.

20. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to any conflict of laws principles that would result in the application of the laws of another jurisdiction.

The Federal Arbitration Act shall govern the interpretation and enforcement of Sections 17 and 18.

21. ASSIGNMENT

You may not assign, delegate, transfer, sublicense, or otherwise dispose of any rights or obligations under this Agreement without the prior written consent of Provider.

Provider may assign, transfer, delegate, or otherwise dispose of this Agreement, in whole or in part, without your consent, including in connection with any merger, acquisition, financing transaction, corporate reorganization, internal restructuring, sale of assets, or sale of equity interests.

Any attempted assignment in violation of this Section shall be null and void.

22. FORCE MAJEURE

Provider shall not be liable for any failure, delay, interruption, degradation, inaccuracy, or inability to perform resulting from circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, public health emergencies, labor disputes, internet failures, telecommunications failures, cyberattacks, denial-of-service attacks, power outages, governmental actions, civil unrest, terrorism, war, third-party service failures, hosting outages, or failures of third-party technology.

23. MODIFICATIONS TO THIS AGREEMENT

Provider may modify, update, amend, supplement, or replace this Agreement at any time by posting an updated version on its website or otherwise providing notice through the Services.

Unless otherwise stated, modifications shall become effective upon posting. Continued use of the Services following the effective date of any modification constitutes acceptance of the modified Agreement.

24. ENTIRE AGREEMENT

This Agreement constitutes the complete and exclusive agreement between the parties regarding the Services and supersedes all prior and contemporaneous discussions, communications, understandings, negotiations, proposals, and agreements relating to the subject matter hereof.

25. SEVERABILITY

If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to give maximum effect to the parties' intent.

26.  WAIVER

No waiver of any provision of this Agreement shall be effective unless made in writing and signed by Provider. No failure or delay in exercising any right shall operate as a waiver of that right.

27. CONTACT INFORMATION

Questions regarding this Agreement, the Services, privacy matters, data requests, legal notices, or support inquiries may be directed to:

OR TRAX, LLC
Email: support@ortrax.com
‍Website: www.ortrax.com

BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT.