Terms And conditions

Open APIs Developer Portal
  1. These terms and conditions (“Terms”) govern your access to and use of our Developer Portal. By clicking the check-box or using the Developer Portal, you agree to be bound by these Terms. If you do not agree to these Terms, you may not use the Developer Portal.
  2. In these Terms, “you” or “your” refers to the individual or entity agreeing to these Terms, and “we”, “us” or “our” refers to Orchestral Developments International Limited and its affiliates.
  3. As part of registration for the Developer Portal, you may also be subject to our Privacy Policy (Global Privacy Policy, EMEA Privacy Policy), as well as any additional terms specified by us. As our Developer Portal continues to develop itself, we may from time to time update these Terms or any additional terms that apply to the Developer Portal in accordance with clause 26.
Use of the Developer Portal
  1. Subject to these Terms, you may access and use our APIs, web-based platform, and developer webpages and documentation (the “Documentation”) we make available to you (collectively the “Developer Portal”) for your own or internal use to connect your applications, products and services (your “Applications”) with our applications, products and services (the “Orion Health Platform”).
  2. To access the Developer Portal, you must register an account with us (your “Developer Account”). You must comply with any conditions applying to your particular Developer Account, including any restrictions on the number of users. You are solely responsible for any use of the Developer Portal under your Developer Account.
  3. Any use of the Developer Portal other than in accordance with these Terms is strictly prohibited. To help ensure the Developer Portal is available for everyone to use, you must not:
    1. copy, reformat, reverse-engineer, or otherwise modify the Developer Portal, the Orion Health Platform, or our content;
    2. interfere with the integrity or disrupt the performance of the Developer Portal or the Orion Health Platform;
    3. download, scrape, post, or transmit any part of our website or content;
    4. create multiple Applications that access the Developer Portal for the same or similar purpose;
    5. assign, transfer or sublicense your rights to the Developer Portal, or otherwise allow third parties to access or use the Developer Portal;
    6. use the Developer Portal to store or transmit:
      1. infringing, defamatory, abusive, offensive, or otherwise unlawful material; or
      2. any viruses, worms, defects, Trojan horses, malware, or any other harmful or malicious items; or
    7. access the Developer Portal to create any products or services that compete with the Developer Portal (including creating APIs or similar functions to enhance your website and/or Applications that function substantially the same as any of our APIs); or
    8. conduct analysis relating to the availability, performance, or functionality of the Developer Portal (including uptime, response time and/or benchmarks) to disclose to third parties.
  4. Your use of the Developer Portal must be in accordance with the Documentation, and may be subject to call, usage and other limitations as specified in the Documentation (which may be updated or modified from time to time), or as we otherwise notify to you. Your use of the Developer Portal must not exceed such limitations.
  5. We may provide you with support or modifications for the Developer Portal, but we have no obligation to do so. At our discretion, we may add, remove, or modify any elements of the Developer Portal at any time without notice and without any liability to you. Such modifications to the Developer Portal may not be backward compatible with your Applications developed using previous versions.
  6. We reserve the right to approve or deny access to the Developer Portal, impose additional eligibility requirements or restrictions for access to the Developer Portal, or discontinue the Developer Portal in our sole discretion without any liability to you.
Certification of Applications for Distribution
  1. If want to distribute your Applications for use by third parties and/or end-users, your Applications will need to be certified through the Open APIs Application Certification Process for distribution via Orion Health’s online application marketplace (the “Orion Health Marketplace”). Applications that are integrated with the Orion Health Platform can only be distributed to third parties and/or end-users via the Orion Health Marketplace or as otherwise agreed by us.
  2. Certification of Applications for distribution via the Orion Health Marketplace is at our sole and absolute discretion, and we reserve the right to vary or withdraw the Open APIs Application Certification Process without notice, or reject or withdraw certification of Applications at any time without any liability to you.
Intellectual Property
  1. We retain all right, title and interest in and to the Developer Portal and Orion Health Platform. Except for the limited use rights expressly granted in these Terms, no express or implied license, right or interest in or to any of our intellectual property rights is conferred by these Terms. This includes our trademarks, logos or services marks, which may not be used without our permission.
  2. You retain ownership of all intellectual property rights in your Applications, subject to our rights in the underlying Developer Portal. You authorise us to use, transmit, perform and display your Applications for our internal testing purposes and as otherwise necessary for us to provide the Developer Portal in accordance with these Terms.
  3. If you provide us with feedback relating to the Developer Portal, including any suggestions, enhancements or recommendations, we will have a worldwide, royalty-free, irrevocable, perpetual license to use such feedback and incorporate it into the Developer Portal.
  4. You understand and acknowledge that we may independently develop, distribute or promote (or may receive from third parties) features, applications, content, or other products or services that may be similar to or otherwise compete with your Applications or other products and services, and nothing in these Terms will be construed as restricting or preventing us from doing so.
Confidential Information
  1. You must hold any information we provide to you that is confidential or proprietary (“Orion Confidential Information”) in confidence and only use it for the purposes of these Terms. Orion Confidential Information includes the Developer Portal, your Developer Account login details, and any information that should be reasonably understood as confidential or proprietary under the circumstances.
  2. You must not disclose any Orion Confidential Information to third parties other than your employees, agents and advisors to the extent they need to know the information for purposes consistent with these Terms and for whom you agree to remain liable under these Terms.
  3. You should not provide us any information that you consider may be confidential or proprietary, and agree that any information you provide us in relation to the Developer Portal (such as for support, certification, or training purposes) will not be confidential or proprietary to you or any third parties.
  4. You authorise us to use any information you provide as part of the Developer Portal (including the Open APIs Certification Process) for the purposes of compatibility testing your Applications with our APIs, identifying and fixing bugs in the Developer Portal or Orion Health Platform, improving and enhancing the Orion Health Platform or your Applications for use as part of the Developer Portal, or otherwise in accordance with our Privacy Policy (Global Privacy Policy, EMEA Privacy Policy).
Warranties and Disclaimers
  1. You represent and warrant that:
    1. you have full power and authority to enter into and comply with these Terms;
    2. your use of the Developer Portal and your Applications:
      1. will be in full compliance with all applicable laws, rules and regulations (including in relation to privacy, data transfer and export controls); and
      2. will not infringe or violate any third party rights (including intellectual property rights and rights of privacy or confidentiality);
    3. all information you provide us will be true, accurate and complete; and
    4. you will not interfere with the integrity or performance of the Developer Portal or any third party products or services used with the Developer Portal.
  2. We make no representation, warranty or guarantee that the Developer Portal or the Orion Health Platform will meet your requirements or expectations, will be secure, uninterrupted or error-free or adhere to any Documentation, or as to the accuracy, completeness or ongoing availability of the Developer Portal. To the maximum extent permitted by applicable law, the Developer Portal and the Orion Health Platform are provided “as is” and we disclaim all express or implied representations, warranties and guarantees, including any express or implied warranties of merchantability, non-infringement, or fitness for a particular purpose.
Limitation of Liability and Indemnity
  1. To the maximum extent permitted by applicable law:
    1. we will not be liable for any indirect, special, incidental, consequential, punitive, or exemplary loss or damages (including loss or damages related to delays, loss of data, interruption of service or loss of use, business, revenue or profits) in connection with these Terms, your use of or inability to use the Developer Portal, or for any third party claim; and
    2. our total aggregate liability and your exclusive remedy for any actual or alleged loss or damages arising out of, based on, or relating to these Terms or the Developer Portal will be limited to the greater of: the amount paid by you to us to use the Developer Portal in the twelve (12) month period immediately preceding the claim; or one hundred US dollars (US$100).
  2. You will indemnify, defend and hold harmless us and our officers, employees, agents and contractors from and against any loss, damage, claim or expense (including reasonable lawyers’ fees) arising out of or in connection with your use of the Developer Portal, your Applications, or your breach of any of these Terms.
Term and Termination
  1. These Terms will remain in effect until terminated. You may terminate these Terms at any time by deregistering your Developer Account. We may terminate these Terms at any time without cause upon ten (10) days’ notice to you, or immediately if we believe you have breached these Terms, if we discontinue the Developer Portal, or as required by any laws, rules, or regulations without any liability to you.
  2. Upon termination of these Terms, you must immediately stop using the Developer Portal (unless you have a separate right to do so under another agreement with us), and permanently delete all Orion Health Confidential Information and any other data you may have stored pursuant to your use of the Developer Portal. Provisions of these Terms that by their nature should survive termination of these Terms will survive termination of these Terms.
General
  1. We may update these Terms or any additional terms applying to the Developer Portal at any time to reflect changes to the Developer Portal or for other reasons in our discretion. Where feasible, we will notify you of changes to these Terms by a notice within the Developer Portal prior to the change becoming effective, and your continued use of the Developer Portal following the conclusion of the specified notice period constitutes your acceptance of the revised Terms.
  2. Nothing in these Terms will be construed as establishing a partnership, joint venture, agency, employment or other similar relationship between you and us.
  3. You agree that we may publicly refer to you as a user of the Developer Portal, and you grant us the right to display your name and logo on our website as a user of the Developer Portal.
  4. These Terms will be governed by and interpreted in accordance with the laws of New Zealand, and you irrevocably consent to the jurisdiction of the courts of New Zealand.
  5. If any provision of these Terms is held to be unenforceable, it will be severed and the remainder of the Terms will continue in full force and effect.