Orca Health Terms and Conditions of Use
”) CAREFULLY. THESE TERMS CONSTITUTE A BINDING AGREEMENT BETWEEN
YOU AND ORCA HEALTH AND ITS AFFILIATES (“ORCA HEALTH”).
“YOU” AND “USERS” SHALL MEAN ALL
HEALTHCARE PROFESSIONALS AND THEIR AGENTS AND PATIENTS 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.Billing. In order to use the
Orca Platform you must provide Orca Health with accurate and complete
billing information. When you submit credit card information, you give
Orca Health express permission to charge all user fees, subscription
charges, and any other charges and fees incurred for using the Services
(“Fees”) to the designated credit card. We will
charge your account at the beginning of the subscription term and at the
beginning of each of renewal term thereafter until you cancel. You must
cancel your subscription before it automatically renews to avoid paying
applicable Fees. All fees are nonrefundable. Orca Health reserves the right
to terminate these Terms and your access to and use of the Orca Platform if
you do not provide a valid credit card for the payment of Fees, or if any
Fees are not timely paid. There will be no refunds or credits for partial
use of the Orca Platform.
Any add-on features or services to the Orca Platform not provided in
your service plan will be billed in accordance with specific terms
provided at the time the add-on features or service is requested by you.
All payments of Fees are exclusive of federal, state, local and foreign
taxes, duties, tariffs, levies, withholdings and similar assessments
(including without limitation, sales taxes, use taxes and value added
taxes), and you agree to bear and be responsible for the payment of all such
charges, excluding taxes based upon Orca Health’s net income.
3.Trial Period. You may, as part
of your sign-up, be offered a cost-free trial period of the Orca Platform.
Such trial periods may not be combined with any other offers and are for new
customers only. We reserve the right, in our discretion, to determine your
eligibility (or ongoing eligibility) for a free trial. Your account will
automatically terminate at the end of the trial period, and, unless you sign
up for a paid subscription, you will not longer be able to access or use the
4.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.
5.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.
6.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 may
allow your employees to use the Orca Platform on your behalf in compliance
with these Terms. You are solely responsible for the use of the Orca
Platform by your employees and patients. We have no liability for the
consequences to you or your employees or patients from your or their use
of the Orca Platform.
7.Account Access and Responsibility for
Misuse by Other Users. You are fully responsible for all
activities that occur under your account. By allowing employees and
patients to access the Orca Platform with your account, you are responsible
for ensuring such employees and patients use the Orca Platform for the
purposes for which they are accessing it. You agree that Orca Health will
not be responsible for any unlawful access to or use of the Orca Platform by
any employee or patient 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 applicable law.
8.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, excluding content
provided by you, 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.
9.Hardware Terms. To the extent
hardware is provided by Orca Health as part of the Orca Platform, the use
of such hardware shall be governed by the Hardware Terms.
10.Individuals' Consent for Data
Collection and Use. You represent and warrant that you have
obtained the proper consents, authorizations, and releases from
individuals to the fullest extent required by applicable law before
posting their health-related information to the Orca Platform.
11.Training and Compliance. You
agree to train all employees on the use of the Orca Platform, HIPAA or
health privacy obligations, and the requirements of these Terms and ensure
that they comply with.
12.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 “Privacy Rule”
and “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
13.Use and Disclosure. Orca
Health voluntarily complies with the requirements of the “Privacy Rule”
and “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.
14.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.
15.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.
16.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 on behalf of yourself or the healthcare
professional you represent. You agree that you have the authority to bind
yourself or the healthcare professional your represent in legal agreements
17.Identity Verification. You
agree that we may take steps to verify your identity and credentials as a
healthcare professional at any time. You agree that we may use and disclose
information, including confidential information, about you for such
purposes, including making inquiry of third parties concerning your identity
and professional and practice credentials. You authorize such third parties
to disclose to us such information as we may request for such purposes, and
you agree to hold them and us harmless from any claim or liability arising
from the request for or disclosure of such information. You agree that we
may terminate your access to the Orca Platform at any time if we are unable
at any time to determine or verify your qualifications or credentials.
18.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 yourself or the
healthcare professional you represent, 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 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
19.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.
20.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.
21.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.
22.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.
23.Privacy and Disclosure of Information.
We believe that your privacy and the privacy of all our users are
https://orcahealth.com/privacy-policy. 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
24.Termination. You can cancel
your subscription account with Orca Health at any time by submitting a
cancellation request on the Orca Health website. You will not, however,
receive a refund for Fees already billed. We reserve the right to suspend or
terminate your account and prevent access to the Orca Platform for any
reason, at our discretion.
25.Effect of Termination. At the
termination of these Terms we will provide you with a copy of health-related
information in an electronic form that is accessible through commercially
available hardware and software. If feasible, we will also return or destroy
all health-related information you or your employees or patients post to the
Orca Platform. If such return or destruction is not feasible, we will
continue to abide by these Terms with respect to such information and limit
further uses and disclosures to those purposes that make the return or
destruction of the information infeasible. You acknowledge that segregating
health-related information for removal from the Orca Platform may be
infeasible. 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).
26.Data License Grant to the Orca Health.
By creating, posting, or sharing your User Content on or through
Orca Health a perpetual, world-wide, non-exclusive, non-transferable,
royalty-free license to use, modify, remove, publish, transmit, or display
your User Content for any purpose, including for the purpose of promoting
Orca Health and its services. You waive any rights you may have regarding
your User Content being altered or manipulated in any way that may be
objectionable to you. Orca Health reserves the right to refuse to accept,
post, display, or transmit any User Content in its sole discretion. Such
license will apply to any form, media, or technology now known or hereafter
27.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.
28.You Must Have Rights to the Content
You Post. You represent and warrant that: (i) you own the content
posted by you on or through the Orca Platform or otherwise have the right to
grant the license set forth in these Terms, (ii) the posting and use of your
User Content on or through the Orca Platform does not violate the privacy
rights, publicity rights, copyrights, contract rights, intellectual property
rights, or any other rights of any person, and (iii) the posting of your
User Content on the Orca Platform does not result in a breach of contract
between you and a third party. You are responsible for paying all royalties,
fees, and any other monies owing any person by reason of content you post on
or through the Orca Platform. Except as mentioned otherwise within these
Terms, you may not copy, modify, translate, publish, broadcast, transmit,
distribute, perform, display, or sell any content appearing on or through
the Orca Platform.
29.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, your User Content, any use
of the Orca Platform's content, services and products other than as
obtained from the Orca Platform.
30.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.
31.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.
33.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
Last Updated on 21 September 2015.
- Authorized Users
- Orca Software
- Orca Service
- Subscription Fees
- Trial Period
- Account Cancellation and Termination
- General Prohibitions
- Disclaimer and Liability
- HIPAA Compliance
- General Provisions
These Terms of Service (“Terms”) govern your access to and use of subscription services provided by Orca Health, Inc. (“Orca,” “we” or “our”) through our website and software applications (together the “Orca Service”). By accessing and/or using the Orca Service, you are agreeing to be bound by these Terms, which constitute a binding legal agreement between you and Orca. In some cases, your use of certain features or services may be subject to additional terms, which you will have to accept before using those features and/or services.
If you are accepting these Terms on behalf of your employer, business, organization or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms and, in such event, “you” and “your” will refer and apply to that entity. If you have been granted access to the Orca Service by your account administrator, you are subject to these Terms through their account and you must abide by these Terms.
In order to use the Orca Service, you must register and create an Orca user account. In creating an account, you will be required to provide certain information about yourself and establish your login credentials. You agree to provide accurate and complete registration information and to keep that information current. Orca reserves the right to suspend (or terminate) your Orca account if the information you have provided is (or becomes) inaccurate, incomplete or no longer current.
You are responsible for safeguarding your login credentials and reporting any unauthorized access or use of your account to Orca. You may not disclose your login credentials to your Orca account to others or allow others to use your Orca account.
2. Authorized Users
If you have purchased a team account, you, and your account administrator(s), will determine the access and policy controls for your authorized users within your team (each with their own unique login credentials). Only physicians operating within your organization (or other health care professional operating in accordance with your organization’s internal policies and procedures, e.g., physician assistants, nurses, chiropractors) may be authorized users of the Orca Service.
By accessing and/or using the Orca Service through your team account, your authorized users are agreeing to abide by and be bound to these Terms. You are responsible for the activity occurring under your account by your authorized users (and their compliance with these Terms).
3. Orca Software
In order to use the Orca Service, you must download the Orca client software application (the “Orca Software”) from the Orca website or the applicable app store and install it on each device that will use the Orca Service. You agree to use the most recent version of the Orca Software (when we release updates or a new version). Use of any subsequent versions of the Orca Software may be subject to additional license terms, which you must accept before using.
You may only install the Orca Software on compatible devices we support and you may only use the Orca Software in connection with your account and your use of the Orca Service. You may not modify, alter, decompile or reverse engineer the Orca Software.
4. Orca Service
Subject to these Terms, we’ll use commercially reasonable efforts to provide Orca Service during the applicable subscription term. You will promptly inform of any issue regarding the Orca Service of which you become aware.
5. Subscription Fees
We will charge your account at the beginning of the subscription term and at the beginning of each renewal term thereafter until you cancel. You must cancel your subscription before it renews to avoid the billing of the next term’s fees to your account. Please note that our fees are subject to change, although we will give you at least a month’s notice before any new fees take effect. The billing cycle will be as set forth in the Order Form or on our website.
If within the first 30 days from when your account is created you are not satisfied with the Services and wish to receive a full refund, please contact email@example.com and we will return to you any Subscription Fees (excluding for clarity any implementation fees) that you paid to Orca in connection with the Services. All Subscription Fees are non-refundable after 30 days have elapsed from when your account is created.
6. Trial Period
Your account may start with a free trial for the period set forth in the Orca website and/or during sign-up. Free trials may not be combined with any other offers and are for new customers only. We reserve the right (in our discretion) to determine your eligibility (or continued eligibility) for a free trial. Your account will terminate at the end of the trial period, and you will no longer be able to access or use the Orca Service, unless you purchase a paid subscription.
7. Hardware Terms
To the extent any hardware is made available to you as part of the Orca Service, the use of such hardware shall be governed by the Hardware Terms.
8. Account Cancellation & Termination
You can cancel your Orca account and subscription at any time by submitting a cancellation request on the Orca website (within the customer portal); however, you will not receive a refund for any partial-term cancellation. We reserve the right to terminate or suspend your account or your access to the Orca Service if you violate these Terms. If your account is terminated because you have violated these Terms, you will not be entitled to any refund of any fees (nor will any fees be credited or reimbursed to you).
Once your account is cancelled or terminated, you will not be able to access or use the Orca Service and you agree to uninstall and delete the Orca Software from your device(s) (and those of your authorized users, if applicable).
9. General Prohibitions
You agree not to do any of the following while accessing or using the Orca Service:
- resell or make the Orca Service available to others (other than to authorized users, if you have a team account) or use the Orca Service for any commercial purpose or the benefit of others (that is not permitted by these Terms),
- use the Orca Service to transmit or access infringing, libelous, or other unlawful material, or materials in violation of someone’s proprietary rights,
- use the Orca Service to transmit files that contain viruses, malware or other destructive or malicious code or programs in order to contaminate other websites or web-based services,
- use the Orca Service to interfere with or disrupt the integrity or performance of other websites or web-based services,
- interfere with or disrupt the integrity or performance of the Orca Service,
- attempt to gain unauthorized access to the Orca Service or its related systems or networks, or
- bypass, deactivate, impair, or otherwise circumvent any security or authentication measures of any Orca system or network.
We have the right to investigate and prosecute violations of any of the above to the fullest extent of the law and may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms.
We also reserve the right to access, read, preserve, and disclose any information provided through the Orca Service we reasonably believe is necessary to satisfy any applicable law, legal process or governmental request, to enforce these Terms (including investigating potential violations), to detect, prevent, or address fraud, security or technical issues, or to protect the rights, property or safety of Orca, its users and the public.
You agree to defend, indemnify and hold harmless Orca from any claims, liabilities, and expenses (such as attorneys’ fees) arising out of or attributable to (1) your use of the Orca Service (other than as permitted by these Terms), (2) any violation of these Terms by you (or your authorized users), or (3) the accessing and/or use of the websites and web-based services you visit using the Orca Service.
The Orca Service and the Orca Software are the propriety of Orca and its licensors. Any rights that are not granted in the Terms are reserved and retained by Orca. If you provide any suggestions, ideas, feedback, or recommendations to us regarding the Orca Service or the Orca Software (“Feedback”), you give us a worldwide, perpetual, irrevocable, fully-paid and royalty-free license to use and exploit that Feedback for any purpose and without any further obligation to you.
If you have a team account, you grant us the right to use the name and logo of your company or organization on our website to identify you as a customer of the Orca Service and, with your prior approval, in our marketing materials related to the Orca Service.
11. Disclaimer & Liability
You acknowledge that, despite the security features of the Orca Service, no service can provide a completely secure mechanism of electronic transmission and that there are persons and entities that may attempt to breach our security measures. Orca will not be liable for any security breach (or other events) caused by circumstances outside of our reasonable control.
We are not responsible for any data or information that you download or access through the use of the Orca Service. You assume all risk from the use of the Orca Service including any damage to your computer system or device or the corruption or loss of your data and information when accessing or using the Orca Service.
The Orca Service and Orca Software are provided “AS IS” and on an “AS AVAILABLE” basis without warranty of any kind, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights. If applicable law requires us to make any such warranties, then they are limited in duration to 30 days from the date of your first use of the Orca Service. We make no warranty that the Orca Service will meet your requirements or be available on an uninterrupted, secure, or error-free basis.
WITHOUT LIMITING THE FOREGOING, THE ORCA SERVICE AND ORCA SOFTWARE ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY, DO NOT CONTAIN OR CONSTITUTE, AND SHOULD NOT BE INTERPRETED AS, PROFESSIONAL, COUNSELING, MEDICAL OR HEALTH ADVICE OR OPINION OF ANY KIND, AND ARE NOT A SUBSTITUTE FOR PROFESSIONAL OR MEDICAL ADVICE, OPINION, DIAGNOSIS OR TREATMENT OF ANY KIND. THE USE OF THE ORCA SERVICE AND/OR ORCA SOFTWARE DOES NOT CREATE A DOCTOR-PATIENT RELATIONSHIP BETWEEN ORCA AND YOU.
WHERE PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOST PROFITS, REVENUE, OR DATA, OR FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (REGARDLESS OF WHETHER WE HAD BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE) IN CONNECTION WITH YOUR USE OF THE ORCA SERVICE OR ORCA SOFTWARE.
Some jurisdictions do not allow the exclusion or limitation of liability for these damages, so the above limitation may not apply to you. To the extent permitted by law, our total liability for any claim under these Terms is limited to the amount you paid us to use the Orca Service.
12. HIPAA Compliance
The parties agree to comply with the Business Associate Agreement attached as Exhibit A.
13. General Provisions
These Terms are governed by and construed in accordance with the laws of the State of Utah, without regard to or application of its conflicts of law rules. Any legal action or proceeding filed against us relating to the Orca Service must be brought in the federal or state courts located in Salt Lake County, Utah (and you consent to such personal jurisdiction and venue.
You may not assign or transfer your Orca account without our permission. Any attempt by you to do so without our consent will be null and of no effect. These Terms constitute our entire and understanding and agreement with you regarding the Orca Service, and supersedes and replaces any prior oral understandings or written agreements.
We may amend or modify these Terms from time to time. If we make material changes to these Terms, we will notify you by posting the revised Terms or notifying you through the Orca Service or your account and will try to provide at least 30 days’ notice prior to any new terms taking effect. Your continued access or use of the Orca Service after those terms become effective means that you accept those changes and agree to be bound by the revised terms.
If any of these terms are found to be void or unenforceable, the remaining provisions of these Terms will remain in full force and effect.
Orca Health, Inc.
126 W Sego Lily Dr
Sandy, UT 84070 USA