MDLand iClinic@ FHIR API Terms of Service for App Developers

By accessing or using our APIs, you are agreeing, individually, to the Terms of Use (“TOU”) below. If there is a conflict between these terms and additional terms applicable to a given API, the additional terms will control that conflict.
This TOU is solely related to the use of our FHIR MU3 API. If you use the API to develop an application that interfaces to, or operates in conjunction with, other MDLand products or services, (e.g. software application, web application or mobile application) (“App”), these TOU do not alter the terms or conditions for any other Product or Service under any other agreement you, or entities that you may be associated with, may have with MDLand.

SECTION 1: ACCOUNT AND REGISTRATION

1.1 Accepting the TOU. You may not use the APIs and may not accept the TOU if:

(a) you are not of legal age to form a binding contract with MDLand;

(b)you are a person barred from using or receiving the APIs under the applicable laws of the United States or other countries including the country in which you are resident or from which you use the APIs;

(c)You and/or any of your affiliates and/or personnel are under or subject to a “Corporate Integrity Agreement” or any other restriction or investigation by any payer, government agency or industry self-regulating organization;

(d) either you or any of your affiliates, directors or personnel are (i) listed on the General Services Administration’s Excluded Parties List System or (ii) suspended or excluded from participation in any Government Payer Programs; or (e) there are pending or threatened governmental investigations against You or any of Your affiliates, directors or personnel that may lead to suspension or exclusion from Government Payer Programs or may be cause for listing on the General Services Administration’s Excluded Parties List System.

1.2 Access Sign-up. In order to access certain APIs you may be required to provide certain information (such as identification or contact details) as part of the registration process for the APIs, or as part of your continued use of the APIs. You agree to keep all registration information accurate and current. Only the person registering may access and use the APIs.

1.3 Client identifier. For each application submitted for use of the APIs, MDLand will issue a unique client identifier. If, in the sole determination of MDLand or a MDLand customer, an application causes performance, security or other material issues with the MDLand offerings, we or the MDLand customer may, each at its sole discretion, suspend the client identifier associated with that application.

SECTION 2: REPRESENTATIONS AND RESPONSIBILITIES

2.1 Users of the APIs. Any party using the APIs (including but not limited to developers) must comply with this TOU. Accordingly, you shall enter into a written agreement with any individual and/or entity that will use your App that in addition to any other terms and conditions desired by You for the App, (i) binds such individual and/or entity to the applicable terms of this TOU and (ii) does not negate, expand nor alter this TOU.

2.2 Compliance with Law, Third Party Rights, and Other MDLand TOU of Service. You will comply with all applicable law, regulation, and third-party rights (including without limitation laws regarding the import or export of data or software, privacy, and local laws). You will not use the APIs to encourage or promote illegal activity, violation of third party rights, nor to violate any other license and/or use rights with MDLand.

2.3 Permitted Access. You will only access (or attempt to access) an API by the means described in the documentation of that API. MDLand may issue a unique client identifier for each App you submit to keep track of which Apps use MDLand’s APIs. You will not misrepresent or mask either your identity or your API Client's identity when using the APIs or developer accounts. Direct access to MDLand’s application is not required to develop or test your products. Use of the APIs does not grant you permission to access any MDLand technology nor the MDLand technology used by our customers.

2.4 Security. You will use commercially reasonable efforts to protect user information and/or any other HIPAA related data collected and/or used by your API Client, including Individually Identifiable Health Information ("IIHI"), from unauthorized access or use and will promptly report to your users any unauthorized access or use of such information to the extent required by applicable law, including HIPAA, HITECH and applicable State security regulations associated with patient data. Your App must not pose a direct risk or otherwise increase the risk of a security breach in any system it connects to. You further acknowledge and agree that you are not a supplier or downstream business associate (as defined under the Health Insurance Portability and Accountability Act of 1996 (as amended)) of MDLand. You hereby grant MDLand the right to monitor and periodically audit in a reasonable manner your use of the APIs, your App and other activities related to your obligations under these TOU.

2.5 Virus Warranty. You warrant that your Apps will not contain any viruses or other malicious computer instructions, devices, or techniques that can or were designed to threaten, infect, damage, disable, or shut down the APIs, any technology, software, solution, equipment or any computer system.

2.6 Open Source. You warrant that your Apps do not contain any open-source software licensed under terms that require the user to make (a) the user’s modifications to the open source freely available in source code form, or (b) any software that the user “combines” with the open-source software freely available in source code form.

2.7 App Distribution. You are solely responsible for the demonstration, pricing, sales support, licensing (via a written agreement with the MDLand customer), configuration, installation, implementation, maintenance and technical support of your Apps.

2.8 Healthcare Considerations. As an API Client developer operating in the healthcare industry, you are obligated to be familiar with principles for responsible healthcare App development and usage, including, but not limited to, security and privacy requirements.

SECTION 3: INTELLECTUAL PROPERTY

3.1 Ownership. No transfer or grant of rights under any MDLand Intellectual Property is made or is to be implied by any provision of these TOU. You agree not to infringe upon such rights or decompile, reverse engineer, or disassemble any of MDLand's products or processes. Use of any MDLand intellectual property is subject to the additional terms found here: Legal Notices. By using our APIs, you do not acquire ownership of any rights in our APIs or the content that is accessed through our APIs.

3.2 On-going Communication/Feedback. We may send you certain communications about your use of the APIs. Please review the applicable API documentation for information about opting out of certain types of communication. If you provide feedback or suggestions about our APIs, then we (and those we allow) may use such information without obligation to you.

3.3 Non-Exclusivity. The TOU is non-exclusive. You acknowledge that MDLand may develop products or services that may compete with API Clients or any other products or services.

SECTION 4: GENERAL

4.1 Governing Law and Venue. Except as set forth below: (i) the laws of New York, U.S.A., excluding NY's conflict of laws rules, will apply to any disputes arising out of or related to the TOU or the APIs and (ii) ALL CLAIMS ARISING OUT OF OR RELATING TO THE TERMS OR THE APIS WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF NEW TORK, USA, AND YOU AND MDLAND CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS. If you are accepting the TOU on behalf of a United States federal government entity, then the following applies instead of the paragraph above: the laws of the United States of America, excluding its conflict of laws rules, will apply to any disputes arising out of or related to the TOU or the APIs. Solely to the extent permitted by United States Federal law: (i) the laws of the State of New York (excluding NY's conflict of laws rules) will apply in the absence of applicable federal law; and (ii) FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE TERMS OR THE APIS, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN NEW YORK. If you are accepting the TOU on behalf of a United States city, county, or state government entity, then the following applies instead of the paragraph above: the parties agree to remain silent regarding governing law and venue.

4.2 Waiver, Release and Limitation of Liability. You acknowledge and agree that neither MDLand nor any of its affiliates will have any responsibility or liability with respect to your or any third party’s distribution, implementation, commercialization, use, or other form of exploitation of any App, software, solution, service or other technology created by you or another third party. As between you and MDLand, you are solely responsible and liable for all representations, warranties, support and other obligations made by you to any third party related to any app, software, solution, service or other technology created by you, including claims arising from product liability, breach of warranty, and intellectual property infringement. You, and any user of your app, hereby release and forever waive any and all claims you may have against MDLand, its officers, directors, employees, agents, information providers or suppliers for losses or damages you sustain in connection with your use of the api and the MDLand web sites. MDLAND MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS AND ACCURACY OF THE apis OR OTHER INFORMATION, TECHNOLOGY, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS PROVIDED BY MDLAND FOR ANY PURPOSE. All such technology, information, software, products, services and related graphics are provided "as is" without warranty of any kind. MDLAND HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE apis, OTHER TECHNOLOGY, INFORMATION, SOFTWARE, SOLUTIONS, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MDLAND, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY OTHER DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ACCESS, USE OR PERFORMANCE OF THE apis, WITH THE DELAY OR INABILITY TO USE THE apis OR RELATED TECHNOLOGY, SOFTWARE OR SERVICES, ACCESS, USE OR PERFORMANCE OF ANY APP CREATED USING THE apis, THE PROVISION OF OR FAILURE TO PROVIDE THE apis, SOFTWARE OR SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED FROM MDLAND, OR OTHERWISE ARISING OUT OF THE USE OF THE apis, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF MDLAND HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE apis, OR WITH THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE apis. Notwithstanding the foregoing paragraph, the total liability of MDLand, its officers, directors, employees, agents, information providers and suppliers, if any, for losses or damages shall not exceed the fees paid by you for the use of the particular technology, software, product, information or service provided by MDLand.

4.3 indemnification. You agree to indemnify, defend and hold harmless MDLand, its officers, directors, employees, agents, information providers and suppliers from and against all claims, liabilities, losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of these terms or any activity related to your use of the apis, any app created by you, or the MDLand web sites and any developer account you might have (including infringement of third parties’ worldwide intellectual property rights, misappropriation of trade secrets or other proprietary rights or negligent or wrongful conduct).