Terms and Conditions

Open APIs Developer Portal as available on our website

1. These terms and conditions (“Terms”) apply to you when you use our developer webpages and documentation (the “Documentation”) we make available to you (collectively the “Developer Portal”). By browsing, interacting, or using the Developer Portal, you agree to be bound by these Terms. If you do not agree to these Terms, you must 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 Limited and its affiliates.
3. By using the Developer Portal and referring to any of our content (“DP Content”), you agree that:
   1. you have read, and will comply with, and will be subject to these Terms, and any additional terms specified by us;
   2. the Developer Portal is available to you solely at our discretion;
   3. the Developer Portal and the DP Content is available to you solely for convenience and as a snap-shot for you to consider if our respective software, applications, and products can work together; and
   4. we have the right to update, remove, or delete the Terms and Developer Portal in accordance with clause 25.
4. Nothing under or in connection with the Terms or your use of our Developer Portal shall constitute an offer or agreement that you will be granted access to our Developer Portal for production purposes. You will need to enter into a written and signed contract with us, and satisfy our requirements before any of our Developer Portal may be used for production purposes.

Use of the Developer Portal

5. Any use of the Developer Portal and the DP Content other than in accordance with these Terms is strictly prohibited. You must not:
   1. copy, reformat, reverse-engineer, or otherwise modify the Developer Portal and the DP Content;
   2. attempt to discover the source code or underlying components of the Developer Portal;
   3. interfere with the integrity or disrupt the performance of the Developer Portal and DP Content;
   4. download, scrape, build databases, post, or transmit any part of our website, Developer Portal, DP Content, or content of any form;
   5. use the Developer Portal and the DP Content to create any products or services that compete with the Developer Portal and any of our software (including creating APIs or similar functions to enhance your website and/or applications that function substantially the same as any of our APIs);
   6. falsely imply that you are associated with us or are part of our group;
   7. in relation to DP Content:
      1. misrepresent the source of ownership;
      2. distribute, publicly display, remove, obscure, or alter any copyright, trademark, or other proprietary rights notices; or falsify or delete any author attributions, legal notices, or other labels of the origin or source of the material; and
      3. modify or alter the DP Content to render the DP Content unfair, deceptive, abusive, false or misleading;
   8. use any part of the Developer Portal and DP Content in any way that infringes, misappropriates or violates ours or any other party’s rights and intellectual property rights; and
   9. except with our prior written consent, use the Developer Portal, the DP Content, these Terms, and any content of any of the foregoing for any commercial or monetary purpose whatsoever (including where it could have any negative commercial or monetary impact on us, whether directly or indirectly).
6. We may at our sole discretion, add, remove, or modify any elements of the Developer Portal and DP Content at any time without notice and without any liability to you. Such modifications may not be backward compatible with any of your applications, products, software, or services (“Applications”) that used previous versions.
7. We are not responsible for any third party software, services, or products that you may use together with our Developer Portal and the DP Content. Each of those third party items will have their own terms and it is your obligation to ensure you can comply with them and you must ensure that those terms do not cause you to breach any of our Terms.
8. We reserve the right, at our sole discretion at all times without any liability to you, or be required to provide a reason to you, to:
   1. approve or deny access to the Developer Portal;
   2. request further information from you including any information required to authenticate your identity;
   3. impose additional eligibility requirements or restrictions for access to the Developer Portal;
   4. terminate or restrict your access for any reason after access has been granted to you; or
   5. discontinue the Developer Portal partially or entirely.
9. We are not responsible for any of your cost or expense when you use the Developer Portal.

Intellectual Property

10. We retain all intellectual property rights conferred by law, title, and interest in and to the Developer Portal and DP Content, including copyright, patents, designs, rights in circuit layouts, trademarks, know-how, proprietary methodologies, brand names, domain names, inventions, product names, trade secrets, and other results of intellectual effort in the scientific, technological, bio-technological, industrial, and commercial fields, whether or not registered or capable of registration and includes (a) any application or right to apply for registration of any of those rights; (b) all renewals and extensions of those rights; and (c) any and all changes, updates, and enhancements to the foregoing (“Intellectual Property Rights”).
11. 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, domain names, and any of our distinctive brand features, which may not be used without our permission.
12. The DP Content may be subject to intellectual property rights, and, if so, you may not use it unless you are licensed to do so by the owner of that content or are otherwise permitted by law. Your access to the DP Content may be restricted, limited, or filtered in accordance with applicable law, regulation, and policy.

Confidential Information

13. 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, Documentation, and DP Content, and any information that should be reasonably understood as confidential or proprietary under the circumstances.
14. 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.

Security and Data Protection

15. You must implement reasonable and appropriate measures, and use those measures, designed to help secure your use of the Developer Portal.
16. If you become aware of vulnerabilities or breaches related to your use of the Developer Portal, or any event which has compromised or may have compromised the security or integrity of the Developer Portal or our servers, systems or networks providing the Developer Portal, or any of our data or confidential information (“Vulnerability”), you must:
    1. immediately notify us of the Vulnerability and provide such details as we reasonably require in order to respond to the Vulnerability (including by promptly providing us with system logs in your possession or control);
    2. provide all assistance we reasonably request to respond to and protect against or prevent the occurrence of the Vulnerability; and
    3. Notify us of the events which are in scope for attacking customer account credentials/authentication include phishing sites, malware attacks, especially trojans, or other means of criminal compromise of user data.

Open source software

17. Some of the software required by or included in our Developer Portal may be offered under an open source license. The open source software licenses are subject to their own written agreements. To the limited extent that any open source software license expressly supersedes the Terms, the open source license instead determines your agreement with us for the applicable open source software.

Warranties and Disclaimers

18. 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 DP Content:
       1. will be in full compliance with these Terms, 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. if any, all information you provide us are true, accurate, up-to-date, and complete and that you will continue to ensure that the information remains that way; 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.
19. We make no representation, warranty or guarantee that the Developer Portal or the DP Content 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.

Limitation of Liability and Indemnity

20. To the maximum extent permitted by applicable law:
    1. We and you agree to contract out of the Consumer Guarantees Act 1993. The provisions and guarantees contained therein do not apply because you agree that your use of the Developer Portal is solely for business purposes and not for consumer purposes.
    2. The Developer Portal and the DP Content 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.
    3. We will not be liable to you, under any legal theory, for any direct, indirect, special, incidental, consequential, punitive, or exemplary loss or damages (including actual or potential loss) related to delays, downtime costs, loss of data, interruption of service, or loss of use, business, revenue, or profits, software restoration costs, incidental, economic, or similar damages relating to or arising from your use of or inability to use the Developer Portal or for any third-party claim; and
    4. If at all applicable, 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, the Developer Portal, and DP Content 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 New Zealand dollars (NZ$100).
21. You are solely and entirely responsible for your Applications, including but not limited to:
    1. any actions taken and/or any claims made by others related to your Application; and
    2. your Application's development, maintenance, compliance with all laws and regulations, and all materials that appear on or within your Application.
22. You agree that we have no liability of any kind to you with respect to any modification, updates, or changes to the Developer Portal and the DP Content, or any adverse effects resulting from such modifications, updates, or changes.
23. 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, the DP Content, your Applications, or your breach of any of these Terms or if any of your Applications infringes the intellectual property rights of a third party.
24. Use of the Developer Portal and DP Content is solely for your internal non-commercial benefit and is not intended to be relied upon by any other party. We accept no liability or responsibility to any third party for any reason in relation to your use of the Developer Portal and DP Content, and you agree to hold us harmless against any liabilities, losses, expenses, or other costs incurred by us in connection with any claims against us or any of our affiliates by such third parties.

General

25. We may update these Terms, our Documentation, our Developer Portal, the DP Content, and its contents, or any additional terms applying to the Developer Portal at any time to reflect changes to the Developer Portal and DP Content, or for other reasons in our discretion. You acknowledge that changes addressing new functions or changes made for legal or security reasons will be effective immediately without any requirement to notify you. Your continued use of the Developer Portal following the conclusion of the specified notice period constitutes your acceptance of the revised Terms. If you do not agree to the updated Terms, you should discontinue your use of the Developer Portal.
26. All references to the Developer Portal shall also include the DP Content, unless context requires otherwise.
27. Nothing in these Terms will be construed as establishing a partnership, joint venture, agency, employment or other similar relationship between you and us.
28. No waiver, discharge or amendment of any term or condition of these Terms shall be valid unless in writing and signed by an authorised representative of the party against whom such waiver, discharge or amendment is sought to be enforced.
29. A waiver by either party of any of the obligations to be performed by the other or any breach thereof shall not be construed to be a waiver of future performance of the obligation or any subsequent breach.
30. Nothing in these Terms limit either party's ability to seek injunctive relief.
31. We will not be prevented or restricted from providing services for other users or customers.
32. If any provision of these Terms are determined to be invalid or unenforceable, in whole or in part, such provision is to that extent deemed to be severed and the remainder of the terms of the Terms shall remain in full force and effect.
33. A different set of terms will apply to you if you have access to the sandbox platform.
34. 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.
35. You will not make any statement regarding your use of the Developer Portal which suggests partnership with, sponsorship by, or endorsement by Orion Health without our prior written approval.
36. These Terms will be governed by and interpreted in accordance with the laws of New Zealand, and you irrevocably consent to the exclusive jurisdiction of the courts of New Zealand.