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suspend (or terminate) your Orca account if the information you have provided is (or becomes) inaccurate, incomplete or no longer current.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.
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).
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.
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.
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 firstname.lastname@example.org 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.
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.
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.
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).
You agree not to do any of the following while accessing or using the Orca Service:
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.
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.
The parties agree to comply with the Business Associate Agreement attached as Exhibit A.
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.
Last Updated on 22 February 2015.