Orca Health Terms and Conditions of Use
THESE TERMS CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND ORCA HEALTH AND
ITS AFFILIATES (“ORCA HEALTH”). “YOU” AND “USERS”
SHALL MEAN ALL PATIENTS AND THEIR AGENTS WHO USE THE ORCA PLATFORM
(AS DEFINED BELOW). YOU ACCEPT THESE TERMS WHEN YOU REGISTER FOR, INSTALL,
OR USE THE ORCA PLATFORM (DEFINED BELOW), BY USING OUR WEBSITE AT
WWW.ORCAHEALTH.COM, AND EACH TIME YOU ACCESS THE SERVICES HEREAFTER. IF YOU
DO NOT ACCEPT THESE TERMS, YOU SHOULD NOT USE THE SERVICES.
Orca Health reserves the right to revise and update these Terms from time to time
in our sole discretion. All changes are effective immediately when we post
them. The most current version of the Terms will supersede all previous
versions. You are bound by these Terms and should visit this page periodically
to review the most current Terms. Your continued use of the Orca Platform
(as defined below) after a change to these Terms constitutes your binding
acceptance of these Terms.
1.Definitions. The “Orca
Platform” is defined as any computer or mobile application or software
under Orca Health’s control, whether partial or otherwise, in connection with
providing the services provided by Orca Health. The terms “post”
and “posting” as used in these Terms shall mean the act of
submitting, uploading, publishing, displaying, or similar action on the Orca
Platform. This may include notes or drawings added by healthcare professionals,
submissions to the support area, and Feedback System (as defined below) responses.
“Health education materials” means all health information,
including text, anatomy visuals, video, and audio and information explaining
a state of physical or mental health. “Health-related information”
means all health information, including, but not limited to, demographics and
injury or condition descriptions, related to an individual patient.
“Healthcare professional(s)” means an entity, group or
individual that provides health-related services.
2.Medical Advice. Orca Health
does not give medical advice. The Orca Platform may, however, provide helpful
information to assist in medical decision-making. The information and materials
available through the Orca Platform are for informational and educational
purposes only and are not intended to serve as professional advice, diagnosis
or treatment. You assume full risk and responsibility for the use of information
you obtain from or through the Orca Platform. Healthcare professionals will
be solely responsible for the professional and technical services they provide.
In addition, we do not recommend or endorse any provider of healthcare or
health-related products, items, or services.
3.Third-Party Services. The Orca
Platform may include certain third-party software and services. Your use of
such software or services may require that you enter into separate subscription
or licensing agreements with third-party vendors and suppliers. You agree to
comply with and, upon request, execute such agreements as may be required for
the use of such software or services.
4.No Third-Party Access. Except
as required by law and described below, you will not permit any third party
to have access to the Orca Platform using your account. You are solely responsible
for the use of the Orca Platform. We have no liability for the consequences
to you from your use of the Orca Platform.
5.Account Access and Responsibility for
Misuse by Other Users. You are fully responsible for all activities
that occur under your account. You agree that Orca Health will not be responsible
for any unlawful access to or use of the Orca Platform by anyone to whom you
gave access or log-in credentials. You agree that you are responsible for
ensuring that health-related information is properly protected under
6.Proprietary Rights. You
acknowledge that (a) the Orca Platform contains proprietary and confidential
information that is protected by applicable intellectual property and other
laws, and (b) Orca Health and/or third parties own all right, title and
interest in and to the Orca Platform, that may be presented or accessed
through the Orca Platform, including without limitation all Intellectual
Property Rights therein and thereto. “Intellectual Property Rights”
means any and all rights existing from time to time under patent law,
copyright law, trade secret law, trademark law, unfair competition law,
and any and all other proprietary rights, and any and all application,
renewals, extensions and restorations thereof, now or hereafter in force
and effect worldwide. You agree that you will not, and will not allow any
third party to, (i) copy, sell, license, distribute, transfer, modify,
adapt, translate, prepare derivative works from, decompile, reverse engineer,
disassemble or otherwise attempt to derive source code from the Orca Platform
or content that may be presented or accessed through the Orca Platform for
any purpose, unless otherwise permitted, (ii) take any action to circumvent
or defeat the security or content usage rules provided, deployed or enforced
by any functionality contained in the Orca Platform, (iii) use the Orca Platform
to access, copy, transfer, transcode or retransmit content in violation of
any law or third party rights, or (iv) remove, obscure, or alter Orca Health’s
or any third party’s copyright notices, trademarks, or other proprietary rights
notices affixed to or contained within or accessed in conjunction with or
through the Orca Platform.
7.HIPAA Compliance. Because Orca
Health is a cloud-based solution, use of the Orca Platform does not require
any personal health information/ data to be stored on site. Orca Health
voluntarily complies with the requirements of the “Security Rule” as defined
by Health Insurance Portability and Accountability Act (“HIPAA”) of 1996 and
the Health Information Technology for Economic and Clinical Health Act (“HITECH Act”).
8.Use and Disclosure. Orca Health
voluntarily complies with the requirements of the “Security Rule” as defined
by HIPAA and the HITECH Act. We may use and process the health-related
information posted to the Orca Platform for the proper management, provision,
and administration of the Orca Platform and our business, and as required
by law. We may also disclose health-related information if required by law
or we obtain reasonable assurances from the recipient that such information
will be held confidentially and used or further disclosed only as required
by law or for the purpose for which we disclosed it. You also agree that
Orca Health may use and share de-identified health-related information and
data to the fullest extent permitted by law.
9.Data Transfers at Your Request
We do not transfer health-related information to third parties, other than
our vendors and suppliers. We may transfer patient health-related information
to third parties, including health plans, health-care clearinghouse, and
others. You authorize us to make such transfers upon the request of you and
the users who are acting under your account. You acknowledge that when you
consent to transferring the information to third parties, we have no control
over how those third parties will use and disclose the information.
10.Appropriate Safeguards. We will
use appropriate safeguards to prevent the use or disclosure of health-related
information other than as provided for by these Terms, including administrative,
physical, and technical safeguards that reasonably and appropriately protect
the confidentiality, integrity, and availability of the information.
11.Account Creation and Secure
Credentials. You agree to provide Orca Health with account information
that is true, accurate, current, and complete. You will ensure that this
information is kept accurate and up-to-date at all times. You also agree that
if you create an account and use the Orca Platform you are authorized to accept
these Terms. You agree that you have the authority to bind yourself in legal
agreements and contracts.
12.Protecting Your Log-In Credentials.
As a registered user, you will have log-in information, including
a username and password. Your account is personal to you, and you may not
share your account and log-in information with, or allow access to your
account by, any third party. You will be responsible for all activity that
occurs under your account and access credentials. You agree to notify us
immediately of any breach in secrecy of your log-in information or if you
have reason to believe that your account has been accessed by a third party.
You can do so by emailing email@example.com or by using the Feedback
feature of our tools. You will be solely responsible for the losses incurred
by Orca Health and others (including patients) due to any unauthorized use of
your account that takes place.
13.User Content Disclaimers. We
do not represent or guarantee the truthfulness, accuracy, or reliability of
content, posted by users (“User Content”). You accept that any reliance on
material posted by other users, vendors, or suppliers will be at your own risk.
14.General Prohibitions. As user
of Orca Health, you agree to use the Orca Platform only for its intended
purpose and in compliance with all privacy, data protection, intellectual
property, and other applicable laws. The following uses of the Orca Platform
are prohibited. You may not:
- duplicate, license, sublicense, publish, broadcast, transmit, distribute,
perform, display, sell, rebrand, or otherwise transfer information found on
the Orca Platform;
- attempt to remove, disable, damage, circumvent, or otherwise interfere
with the security of the Orca Platform;
- interrupt, destroy, or limit the proper functionality of the Orca
- gain unauthorized access to the Orca Platform or computers linked to the
- reverse engineer, decompile, disassemble, decipher, or otherwise attempt
to derive the source code for any underlying intellectual property used to
provide the Orca Platform, or any part thereof;
- frame the Orca Platform without permission;
- take any action imposing an unreasonable or disproportionately large load
on Orca Health’s infrastructure;
- gain or attempt to gain unauthorized access to other users' accounts;
- sell, transfer, or assign any of your rights to use the Orca Platform to
a third party without our express written consent;
- use an account that has been sold, transferred, or assigned to you from a
Orca Platform user without our express written consent;
- use the Orca Platform in a manner that results in or may result in
complaints, disputes, claims, fines, penalties, and other liability to Orca
Health or others; or
- create multiple registrations, whether fraudulently, falsely, unlawfully,
legitimate, or lawfully, without Orca Health’s prior consent.
15.No Unlawful or Prohibited Use.
As a condition of your use of the Orca Platform, you warrant to Orca Health
that you will not use the Orca Platform for any purpose that is unlawful,
encourages illegal behavior, or is prohibited by these Terms. You agree not
to use the Orca Platform in any manner, which could damage, disable, overburden,
or impair the Orca Platform or interfere with any other party’s use and enjoyment
of the Orca Platform. You may not obtain or attempt to obtain any materials
or information through any means not intentionally made available or provided
for through the Orca Platform.
16.Consequences of Violating These Terms.
We reserve the right to suspend or terminate your account and prevent
access to the Orca Platform for any reason, at our discretion. We reserve the
right to refuse to provide the Orca Platform to you in the future. You are
solely responsible for any claims, fees, fines, penalties, and other liability
incurred by us or others caused by or arising out of your breach of these Terms
and your use of the Orca Platform.
17.Privacy and Disclosure of Information.
We believe that your privacy and the privacy of all our users are important.
Orca Health reserves the right at all times to disclose any information as
necessary to satisfy any applicable law, regulation, legal process or governmental request, or
to edit, refuse to post, or to remove any information or materials, in whole
or in part, in Orca Health’s sole discretion. You agree to our use of your
18.Termination. You can cancel
your account at any time by submitting a cancellation request on the Orca
Health website. We reserve the right to suspend or terminate your account
and prevent access to the Orca Platform for any reason, at our discretion.
19.Effect of Termination. Once your
account is cancelled or terminated, you will lose all access to the Orca Platform,
and you agree to uninstall and delete the Orca Platform from your device(s).
20.You Aquire No Ownership of Others' Content.
You agree that as a result of using the Orca Platform you will not obtain any
right, title, or interest in or to such content delivered via the Orca Platform
or in any intellectual property rights (including, without limitation, any
copyrights, patents, trademarks, trade secrets, or other rights) in the content.
21.Indemnity. You agree to defend,
indemnify and hold harmless Orca Health, its affiliates, licensors and service
providers, and its and their respective officers, directors, employees,
contractors, agents, licensors, suppliers, successors and assigns from and
against any claims, liabilities, damages, judgments, awards, losses, costs,
expenses or fees (including reasonable attorneys' fees) arising out of or
relating to your violation of these Terms or your use of the Orca Platform,
including, but not limited to, User Content, any use of the Orca Platform's
content, services and products other than as expressly authorized in these
22.Warranty Disclaimer. Orca Health
does not promise that the Orca Platform will be error-free, uninterrupted, nor
that the Orca Platform will provide specific results from your use of any content,
search or link on them. The Orca Platform and all content contained within it
are delivered on an “AS IS” and “AS AVAILABLE” basis without warranty of any
kind. Orca Health does not warrant or represent that files you download from
the Orca Platform will be free of viruses or other harmful features. You are
solely responsible for any damage to your mobile device, or other device, or
loss of data that results from such use. ORCA HEALTH DISCLAIMS ALL WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
23.Limitation of Liability.
UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT,
TORT OR NEGLIGENCE, WILL ORCA HEALTH, OR ITS AFFILIATES AND PARTNERS, BE
LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES
(INCLUDING LOST PROFITS) THAT ARISE OUT OF OR ARE RELATED TO YOUR USE OF
THE ORCA PLATFORM. IN NO EVENT SHALL ORCA HEALTH’S AGGREGATE LIABILITY, OR
THE AGGREGATE LIABILITY OF ORCA HEALTH’S AFFILIATES AND PARTNERS, TO YOU
FOR ANY LOSS, DAMAGE OR CLAIM RELATED TO OR ARISING OUT OF THE ORCA PLATFORM
EXCEED THE GREATER OF THE FOLLOWING: (A) TOTAL AMOUNTS PAID BY YOU TO ORCA
HEALTH FOR ACCESSING THE ORCA PLATFORM; OR (B) FIFTY U.S. DOLLARS ($50.00).
These Terms shall be treated as though executed and performed in the State
of Utah, and shall be governed by and construed in accordance with the laws
of the State of Utah, USA, without regard to its conflicts of law provisions.
Neither the United Nations Convention on Contracts for the International Sale
of Goods nor any enactment of the Uniform Computer Information Transactions Act
shall apply to these Terms. Any dispute relating in any way to your use of
the Orca Platform permissible under these Terms shall be submitted to confidential
arbitration in Utah, except that to the extent you have in any manner violated
or threatened to violate our intellectual property rights, we may seek
injunctive or other appropriate relief in any state or federal court in
the State of Utah. You hereby consent to, and waive all defenses of lack of
personal jurisdiction and forum non conveniens with respect to venue and
jurisdiction in the state and federal courts of Utah. Arbitration under
these Terms shall be conducted pursuant to the Commercial Arbitration
Rules then prevailing at the American Arbitration Association. The
arbitrator's award shall be final and binding and may be entered as a
judgment in any court of competent jurisdiction. To the fullest extent
permitted by applicable law, no arbitration under these Terms shall be
joined to an arbitration involving any other party subject to these Terms,
whether through class action proceedings or otherwise. You agree that
regardless of any statute or law to the contrary, any claim or cause of
action arising out of, related to or connected with the use of the Orca
Platform or these Terms must be filed within one (1) year after such claim
or cause of action arose or be forever banned. Orca Health operates the Orca
Platform from its offices in the State of Utah. In any action or proceeding
to enforce or interpret these Terms, the prevailing party will be entitled to
recover from the other party its costs and expenses (including reasonable
attorneys' fees) incurred in connection with such action or proceeding and
enforcing any judgment or order obtained.
25.General. These Terms constitute
the entire agreement between you and Orca Health concerning your use of the
Orca Platform. Our failure to exercise or enforce any right or provision of
these Terms shall not constitute a waiver of such right or provision. If
any provision of these Terms is found by a court of competent jurisdiction
to be invalid, the parties nevertheless agree that the court should endeavor
to give effect to the parties' intentions as reflected in the provision, and
the other provisions of these Terms remain in full force and effect. The
section titles and annotations in these Terms are for convenience only and
have no legal or contractual effect. The rights granted in these Terms may
not be assigned or transferred by either you or Orca Health without the prior
written approval of the other party. Neither you nor Orca Health is permitted
to delegate responsibilities or obligations under these Terms without the
prior written approval of the other party.
Last Updated on 7 September 2017.