Orchid Healthcare Technology

Terms of Service

Terms of Service

Last Updated: July 25, 2025

Introduction

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Orchid Healthcare Technologies, Inc. ("Orchid," "we," "us," or "our"). These Terms govern your access to and use of the http://orchidhealthtech.com website and its subdomains (the "Site"), as well as your use of our Orchid CodeGuard software-as-a-service platform and associated technologies (collectively, the "Service").

By accessing the Site or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and, if applicable, a Business Associate Agreement.

1. The Service

Orchid provides the Service, a subscription-based platform that utilizes artificial intelligence to validate medical coding and claims data to help healthcare organizations reduce claim denials and ensure regulatory compliance.

2. Customer Obligations and HIPAA Compliance

Your use of the Service is subject to the following conditions:

  • Business Associate Agreement (BAA): Prior to providing any Protected Health Information (PHI) to the Service, your organization must execute a BAA with Orchid. The BAA is incorporated by reference into these Terms and shall govern in the event of any conflict.
  • Your Responsibility: You represent and warrant that your organization has all necessary rights, patient consents, and legal authorizations to provide any data, including PHI, to the Service. You are solely responsible for ensuring that your use of the Service complies with the Health Insurance Portability and Accountability Act (HIPAA) and all other applicable laws and regulations.

3. Access and User Credentials

Access to the Service requires a valid subscription. It may require you or your organization to provision access through our platform or a third-party platform where the Service is made available.

You agree to provide accurate, current, and complete information during any setup or provisioning process. You are solely responsible for all activities that occur under your organization's subscription and for ensuring your users safeguard any applicable access credentials, whether for the Service directly or for a third-party platform. You must notify us immediately upon becoming aware of any security breach or unauthorized use of your access to the Service.

4. Intellectual Property Rights

  • Our Intellectual Property: The Site, the Service, and all of their original content, features, and functionality (including but not limited to all software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Orchid, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
  • Your Data: You retain all ownership rights to the data you submit to the Service ("Customer Data"). You grant Orchid a limited, non-exclusive, worldwide, royalty-free license to use, process, store, and transmit Customer Data solely for the purpose of providing and improving the Service as permitted by our BAA and Privacy Policy.

5. Acceptable Use

You agree not to use the Site or Service to:

  • Violate any applicable national or international law or regulation.
    Upload or transmit any data that you do not have the legal right to use.
    Engage in any conduct that restricts or inhibits anyone's use or enjoyment of the Service, or which, as determined by us, may harm Orchid or users of the Service.
  • Use any device, software, or routine that interferes with the proper working of the Service, including its security-related features.
  • Attempt to decompile, reverse engineer, or otherwise discover the source code of the Service.


6. Third-Party Links & Services

The Site may contain links to third-party websites or services that are not owned or controlled by Orchid, such as Calendly for scheduling. Orchid has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that Orchid shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of any such content or services.

7. Termination

We may terminate or suspend your access to our Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms.

Upon termination, your right to use the Service will immediately cease. Orchid will handle Customer Data in accordance with the terms of your BAA, which may require the return or destruction of PHI. All provisions of the Terms which by their nature should survive termination shall survive, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

8. DISCLAIMER OF WARRANTIES

THE SITE AND THE SERVICE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER ORCHID NOR ANY PERSON ASSOCIATED WITH ORCHID MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICE.

9. LIMITATION ON LIABILITY

IN NO EVENT SHALL ORCHID, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE OR THE SERVICE, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM THE USE OF THE SERVICE IS LIMITED TO THE TOTAL AMOUNT YOU PAID TO ORCHID IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. Indemnification

You agree to defend, indemnify, and hold harmless Orchid, 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 Service, including, but not limited to, any use of the Service's content and products other than as expressly authorized in these Terms or your use of any information obtained from the Service.

11. Governing Law and Dispute Resolution

These Terms and any dispute or claim arising out of, or related to them, shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision. Any legal suit, action, or proceeding arising out of, or related to, these Terms shall be instituted exclusively in the federal courts of the United States or the courts of the State of Florida, in each case located in the County of Hillsborough.

12. General Provisions

  • Entire Agreement: These Terms, our Privacy Policy, and your BAA constitute the sole and entire agreement between you and Orchid regarding the Service and supersede all prior and contemporaneous understandings.
  • Assignment: You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. Any attempted assignment or transfer in violation of this section will be null and void. We may assign our rights under these Terms without condition.
  • Severability: If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
  • Waiver: No waiver by Orchid of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition.
  • Notices: All legal notices to Orchid under these Terms must be sent in writing to [email protected]. Notices to you may be sent to the email address associated with your account or by posting on the Service.


13. Contact Information

All other feedback, comments, requests for technical support, and communications relating to the Service should be directed to: Orchid Healthcare Technologies, Inc. | [email protected]