FHIR API Terms of Service Agreement

Acceptance of Terms

NeoDeck Holdings, Corp. Standardized API for Patient and Population Services Terms of Service (“Developer Terms” or “Terms”) are a legal agreement between you (“Developer”, “you,” “your”) and NeoDeck Holdings, Corp.(“NeoDeck,” “we,” “our” or “us”) governing your use of certified FHIR application programming interfaces (“Certified FHIR APIs”) and access to data. By creating a software application or other product or service that interacts or is associated with the Certified FHIR APIs (“Developer App”), you agree to be bound by these Developer Terms and any documentation and guidelines.

If you are entering into this API TOS on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this API TOS. In that case, the terms “you” or “your” shall also refer to such entity. If you do not have such authority, or if you do not agree with this API TOS, you may not use the API services. You acknowledge that this API TOS is a contract between you and NeoDeck, even though it is electronic and is not physically signed by you and NeoDeck, and it governs your use of the Standardized API for Patient and Population Services.

API Key Definitions

1.  Application – Any software application, website, or product you create or service you offer using the FHIR API service (defined below).

2.  API Documentation – The documentation, data and information regarding the use of the FHIR API through the Developer Site.

3.  Data – means any data and content uploaded, posted, transmitted or otherwise made available by users via the Services, including messages, files, comments, profile information and anything else entered or uploaded into the Service by a user of the Service.

4.  Developer Site – FHIR API’s Developer site is found at https://c-ehrdev.patientvault.com/

5.  NeoDeck / NeoMed Brand – The NeoDeck and NeoMed brand and brand assets, including names, logos, trade names and trademarks.

6.  NeoDeck Service(s) / NeoMed Service(s) – NeoDeck’s real-time communication, messaging, archiving and search services and related systems and technologies, as well as the website http://www.neodeckholdings.com/ (the “Site”), and all software, applications, data, reports, text, images, and other content made available by or on behalf of NeoDeck through any of the foregoing. The “Service” does not include Data or any software application or service that is provided by you or a third party (including Applications), whether or not NeoDeck designates them as “official integrations”.

7. Documentation, Access, and Fees. In order to connect your Developer App to the Certified FHIR APIs, you will be required to register as an API Developer and register your Developer App. Upon registering your Developer App, NeoDeck will provide an API key that may be passed with each API request. In addition, we will provide credentials to a sandbox database that you may use for testing. Certified FHIR API access is provided to Developer free of charge. NeoDeck may, at its sole discretion, introduce reasonable fees to continue using the Certified FHIR API, provided, however, that such fees would be subject to applicable law. Consequently, no additional support services are provided to Developer as part of these Terms. If additional support services are required, Developer can contact NeoDeck.

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11. Relationship. Neither Developer nor NeoDeck will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other party, nor to represent the other party as agent, employee, franchisee, or in any other capacity. Nothing in these Terms shall be construed to limit either party's right to independently develop or distribute software that is functionally similar to the other party's products, so long as proprietary information of the other party is not included in such software (except to the extent it is included to enable access, exchange or use of electronic health information through the Certified FHIR API).

Use of APIs and NeoMed’s Data

The following identifies limitations on use related to NeoMeds' data and API Service usage:

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1.  Duration of Terms. This API TOS will go into effect on the date upon which you agree to them, by accessing or using the API, and will continue until terminated as set forth herein.

2.  Your Right to Terminate. You may terminate this API TOS by discontinuing use of our APIs.

3.  Suspension; Termination. We may change, suspend or discontinue the access to the API Service and suspend or terminate your use of the API Services, the NeoDeck Services, and/or NeoDeck / NeoMed Brand at any time and for any reason, without notice. Without limiting the foregoing, we may limit your Application's access to the API Service if it, in our sole discretion, may negatively affect our Service or our ability to provide our Service.

4.  Effect of Termination. Upon termination of this API TOS:

   1. Unless we agree otherwise in writing or as stated in this API TOS, you must permanently delete all Data and other information that you stored pursuant to your use of the APIs. NeoDeck may request that you certify in writing your compliance with this section; and

   2. NeoDeck will make commercially reasonable efforts to remove all references and links to your Application from its Services (NeoDeck has no other obligation to delete copies of, references to, or links to your Application).

5. Other Important Terms.

   1.  Legal Representations. You represent and warrant to NeoDeck that, excluding NeoDeck products, you have the right to use, reproduce, transmit, copy, publicly display, publicly perform, and distribute your Application, and that use of your Application by NeoDeck and its users will not violate the rights of any third party (e.g., copyright, patent, trademark, privacy, publicity or other proprietary right of any person or entity), or any applicable regulation or law, including the Digital Millennium Copyright Act, the laws of any country in which your Application is made available and any applicable export laws.

   2.  Modification of the API TOS. We may change, add to or delete this API TOS or any portion thereof from time to time in our sole discretion. If we make a material change to this API TOs, we will provide you with reasonable notice prior to the changes either by emailing to the email address associated with your account or by posting a notice on the Developer Site. You acknowledge that these updates and modifications may adversely impact how you access, use, and communicate with the API. If any change in unacceptable to you, then your only recourse is to cease all use of the API Service. Your continued access or use of the API Service will mean that you agree to the updates and modifications.

   3. Responsibility for Modification of Data. Developer acknowledges that, where permitted by NeoMed end-users, use of the Certified FHIR APIs can result in changes to NeoMed end-users’ hosted application data. Developer accepts full and complete responsibility for changes to such data made by means of access to the Certified FHIR APIs by or on behalf of Developer and/or Developer App, or by means of access by any third party to the extent such third party obtained access to the Certified FHIR APIs as a result of intentional disclosure by Developer or any breach of these Terms or any negligence by Developer, its personnel, agents or third-party contractors. NeoDeck has no liability under these Terms for any such changes, or for any consequences that may arise from such changes, including, but not limited to, incorrectly modified or lost data.

   4. Audit
      Developer agrees that if NeoDeck has reason to suspect that Developer may be in violation of the Developer Terms, NeoDeck may conduct an audit of Developer’s use of the License granted hereunder upon reasonable notice to Developer, but not less than three (3) business days.

Disclaimer of Warranties; Limitation of Liability; Indemnity

1.  NO WARRANTIES. THE API AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND NEODECK EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT NEODECK DOES NOT WARRANT THAT THE API WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE API, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM NEODECK OR THROUGH THE DEVELOPER SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS API TOS.

2.  LIMITATION ON LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL NEODECK BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, FIVE HUNDRED ($500) U.S. DOLLARS, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE JURISDICTIONS, NEODECK’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

3.  Indemnity. You agree to defend, hold harmless and indemnify NeoDeck, and its subsidiaries, affiliates, officers, agents, employees, and suppliers, from and against any third party claim arising from or in any way related to your or your users’ use of the Application, API or Data, use of NeoDeck Brands, or violation of this API TOS, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, we will provide you with written notice of such claim, suit, or action.

Dispute Resolution

This API TOS and any claim, cause of action or dispute (“Claim”) arising out of or related to this Agreement shall be governed by the laws of the commonwealth of Puerto Rico, United States, regardless of your country of origin or where you access the NeoDeck API Service, and notwithstanding any conflicts of law principles and the United Nations Convention for the International Sale of Goods. You and NeoDeck agree that all Claims arising out of or related to this Agreement must be resolved exclusively in the courts located in the commonwealth of Puerto Rico. You and NeoDeck agree to submit to the personal jurisdiction of the courts located within the Commonwealth of Puerto Rico and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts for the purpose of litigating all such Claims. Notwithstanding the above, you agree that NeoDeck shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

General Legal Terms

1.  Severability. If any provision of this API TOS is found to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable to the maximum extent possible in order to effect the intention of the provision; if a term cannot be so modified, it will be severed and the remaining provisions of this API TOS will not be affected in any way.

2.  Language. Where NeoDeck has provided you with a translation of the English language version of this API TOS or any document referenced in this API TOS, you agree that the translation is provided for your convenience only and that the English language versions of any such document, will control.

3.  Notice and Service of Process. We may notify you via postings on the Developer Site or via the email address associated with your Application or NeoDeck Service account. NeoDeck accepts service of process by mail or courier at the physical address set forth in Section 16.9 below. Any notices that you provide without compliance with this section shall have no legal effect.

4.  Entire Agreement. This API TOS and any documents incorporated into this API TOS by reference, constitute the entire agreement between you and NeoDeck regarding the APIs and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this API TOS.

5.  No Informal Waivers, Agreements, or Representations. Our failure to act with respect to a breach of this API TOs by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. No representations, statements, consents, waivers or other acts or omissions by any NeoDeck affiliate shall be deemed legally binding on any NeoDeck affiliate, unless documented in a physical writing hand signed by a duly appointed officer of NeoDeck.

6.  Injunctive Relief. In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Developer Site or NeoDeck Service or any APIs, or other material used or displayed through the NeoDeck Developer Site or NeoDeck Service.

7.  Assignment and Delegation. You may not assign or delegate any rights or obligations under this API TOS, including in connection with a change of control. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under this API TOs, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, NeoDeck Holdings Corp. for any third party that assumes our rights and obligations under this API TOs.

8.  Potential Other Rights and Obligations. You may have rights or obligations under local law other than those enumerated here if you are located outside the United States.

9.  How to Contact Us. If you have questions or comments about this API TOS, or wish to make use of our API Service in any way not permitted by this API TOS, please contact us via email at cs@nd-soft.com, phone, or by physical mail at:

• 2053 Ponce by Pass, Suite 209
  Ponce, PR 00717-1308

• Support: (787) 651-4444

• Administration: (787) 651-6154

• Sales: (787) 651-6154