Terms of Service

These Terms of Service (the “Terms”) are an agreement between you and Timeout Supply (“Timeout,” “we,” “us,” or “our”). By creating an account, checking an acceptance box, or using the service, you agree to these Terms and acknowledge our Privacy Policy. If you use Timeout for a practice, company, or other organization, “you” includes that organization, and you represent that you have authority to bind it.

If you have a separate written pilot, subscription, or order-form agreement with us, that agreement controls if it conflicts with these Terms.

You must be at least 18 years old and legally able to enter into these Terms. You are responsible for accurate account information, limiting access to authorized personnel, and activity performed through your account. Notify us through the support channel made available to your account if you believe it has been compromised.

Timeout helps practices organize supply information, compare available item prices, normalize units, prepare vendor-specific order handoffs, track purchases and inventory, and analyze uploaded documents. The current pilot does not calculate or promise shipping, tax, availability, or final delivered totals before supplier portal checkout. Features may vary by account, supplier, geography, and pilot stage.

Timeout is not a medical provider, distributor, reseller, group purchasing organization, payment processor, freight carrier, or agent of a supplier unless a separate written agreement expressly says otherwise. Timeout does not provide medical, legal, tax, or procurement advice.

Third-party suppliers are independent businesses. Their catalogs, pricing, availability, shipping, account eligibility, warranties, returns, and terms are controlled by them, not Timeout. Referring to a supplier does not imply that it sponsors, endorses, or partners with Timeout.

You agree that:

• you are responsible for complying with each supplier’s agreements, confidentiality obligations, portal rules, and purchasing terms;
• you will not provide supplier usernames, passwords, access tokens, multi-factor codes, cookies, or other login credentials to Timeout; you must sign in directly on the supplier's website;
• you will use an optional browser connection only for an account and business data you are authorized to access, and will not use Timeout to access or automate a supplier portal when that access is prohibited or has not been separately authorized; and
• you are responsible for obtaining any supplier permission required for Timeout to receive or process supplier data.

You may provide catalog files, invoices, order histories, pricing, account identifiers, inventory records, and other business data (“User Data”). You retain your rights in User Data. You grant Timeout a limited, non-exclusive right to host, copy, parse, normalize, analyze, and process User Data as needed to provide, secure, support, and improve the service.

You represent and warrant that you have all rights, permissions, and authority necessary to provide User Data and permit its use under these Terms. This includes authority to provide supplier order history, invoices, account-specific pricing, and information that may be confidential under your supplier agreements. If you activate a paired browser connection, you direct Timeout to receive the selected post-login business data it transmits. Timeout does not request or store supplier portal login credentials, cookies, or access tokens.

Timeout groups cart items by vendor and may prepare separate order files, links, or instructions. The current pilot uses a manual handoff only. Timeout does not sign in to a supplier portal, transfer a cart, submit an order, or collect supplier payment for you. You must complete and confirm each order directly with that supplier.

Timeout's comparisons show listed or account item prices from the data available to the pilot. Those item prices are not delivered totals. Taxes, discounts, stock, delivery dates, shipping fees, and any free-shipping threshold are calculated or confirmed in the supplier portal. The amount and terms displayed by the supplier control. You are responsible for reviewing the supplier, product, unit, pack size, quantity, shipping, taxes, total, delivery terms, and substitutions before confirming each order.

You are the purchaser of record and are responsible for payment, receiving, inspection, returns, recalls, regulatory compliance, and supplier disputes. An export, handoff, or “ready” status in Timeout is not proof that a supplier accepted an order.

Timeout is not designed to receive protected health information (“PHI”) and is not offered as a HIPAA-compliant patient-record system. Do not upload patient names, medical record numbers, treatment information, or other PHI. You are responsible for reviewing and redacting documents before upload. If you believe PHI was submitted, notify us through the support channel provided to your account.

You may not use Timeout to:

• violate a law, regulation, contract, or third-party right;
• buy products you are not licensed or authorized to purchase;
• submit false, malicious, infringing, or unlawfully obtained data;
• probe, disrupt, overload, reverse engineer, or bypass security or access controls, except where applicable law expressly permits it;
• provide the service to unauthorized third parties; or
• introduce malware or use the service for fraud or abuse.

Timeout relies on third-party hosting, identity, database, security, supplier, and document-processing services. Uploaded documents or extracted portions may be processed by an artificial-intelligence service to identify and structure products, quantities, prices, and related order data. Automated results can be wrong. You must review matches, units, prices, and order details before relying on them.

Third-party sites and services are governed by their own terms and privacy practices. Timeout is not responsible for a third party’s acts, omissions, availability, content, or products.

Features may be free, included in a pilot, or offered for a fee. We will disclose Timeout fees before you incur them. Supplier product charges, shipping, and taxes are separate and payable under your agreement with the supplier.

Timeout and its licensors own the service, software, design, and related intellectual property, excluding User Data and third-party materials. Subject to these Terms, we grant you a limited, revocable, non-transferable right to use the service for your organization’s internal business purposes. If you provide feedback, you allow us to use it without restriction or compensation.

Pilot, preview, beta, and demo features may be incomplete, use illustrative data, change without notice, or experience interruptions. They may not be suitable for production purchasing, compliance, or recordkeeping. Keep independent copies of important records and verify all data against supplier documentation. We may limit or discontinue a pilot or beta feature at any time.

To the maximum extent permitted by law, the service is provided “as is” and “as available.” Timeout disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and availability. We do not warrant savings, supplier participation, product availability, error-free data, or successful order placement.

To the maximum extent permitted by law, Timeout and its affiliates, personnel, and service providers will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, savings, data, goodwill, products, or business interruption. Timeout’s aggregate liability arising from the service or these Terms will not exceed the greater of $100 or the amount you paid Timeout during the three months before the event giving rise to the claim. Some jurisdictions do not allow certain exclusions, so parts of this section may not apply to you.

To the extent permitted by law, you will defend, indemnify, and hold harmless Timeout and its affiliates and personnel from third-party claims, losses, and reasonable costs arising from your User Data, your orders, your violation of supplier terms, your unlawful use of the service, or your violation of these Terms or another party’s rights.

You may stop using Timeout at any time. We may suspend or terminate access to protect the service, users, suppliers, or third parties; address suspected fraud, security issues, or legal risk; enforce these Terms; or end a pilot. Provisions that by their nature should survive termination will survive.

We may update these Terms as the service changes. We will post the revised date and provide additional notice when required by law. If a change materially affects your rights, it will apply prospectively. Continued use after the effective date means you accept the revision.

These Terms and any applicable written agreement are the entire agreement regarding the service. You may not assign these Terms without our written consent; we may assign them as part of a merger, reorganization, financing, or sale of the business. If a provision is unenforceable, the remaining provisions remain effective. A failure to enforce a provision is not a waiver.