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FHIR API Terms of Service Agreement (DHIT FHIR API) -[DRAFT]

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FHIR API Terms of Service Agreement

  1. Acceptance of Terms

This NeoMed FHIR API Terms of Service document (the “API TOS”) is an agreement you must accept in order to use the PatientVault API (as described below). This document describes both your rights and your obligations as part of using the PatientVault API. It is important that you read it carefully because you will be legally bound to these terms. NeoDeck Holdings Corp. (“NeoDeck” “we” “us”) only provides the PatientVault API (“PatientVault”, “our API”, “this API”) to you subject to this API TOS. By accepting this API TOS or by accessing or using the PatientVault API, you agree to be bound by this API TOS (including the Privacy Policy, Brand Guidelines, and general Terms of Service, which are incorporated here by reference).

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 PatientVault API. 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 PatientVault API.

  1. API Key Definitions

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

    2.  API Documentation – The documentation, data and information that NeoDeck provides regarding the use of the PatientVault 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 – PatientVault API’s Developer site is found at  http://www.neodeckholdings.com/

    5.  PatientVault API or “our API” – The publicly available PatientVault’s Application Programming Interface (“API”) as well as the related API Documentation.

    6.  NeoDeck / PatientVault Brand – The NeoDeck and PatientVault brand and brand assets, including names, logos, trade names and trademarks.

    7.  NeoDeck Service(s) / PatientVault 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”.

  3. API License

As long as you follow this API TOS, NeoDeck grants you a limited, non-exclusive, non-assignable, non-transferable license to use the APIs to develop, test, and support any software application, website, or product, and to integrate the PatientVault APIs with your Application. Your license is subject to the limitations set forth in Section 4.2 through 4.11 and Section 9 below, and you agree that violation of Section 4 will automatically terminate your license to use the PatientVault APIs.

  1. Use of APIs and PatientVault’s Data

The following identifies limitations on use related to the PatientVault API:

    1.  Reliance on API. PatientVault is still evolving, and we need the flexibility to occasionally make changes to our APIs, including backwards incompatible ones. We will try to give notice of these changes. Also, parts of our API are undocumented, including certain methods, events, and properties. Given that these undocumented aspects of our API may change at any time, you should not rely on these behaviors.

    2.  Applicable laws or agreements. You may not use the PatientVault API in violation of any law or regulation, or rights of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality, or in any manner inconsistent with this API TOS or other NeoDeck’s agreements to which you are subject.

    3.  Scope of acceptable use. You may not use the PatientVault API or any other technology in a manner that accesses or uses any information beyond what NeoDeck allows under this API TOS or the Documentation; that changes the NeoDeck / PatientVault Service; that breaks or circumvents any of NeoDeck’s or PatientVault’s technical, administrative, process or security measures; that disrupts or degrades the performance of the NeoDeck / PatientVault Service or the PatientVault API; or that tests the vulnerability of NeoDeck / PatientVault systems or networks.

    4.  Malware. You may not transmit any viruses or other computer programming that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system or data.

    5.  Reverse engineering. You may not attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how in the PatientVault API or portion thereof;

    6.  Functionality. You may not use the PatientVault API to replicate or compete with core products or services offered by NeoDeck. You acknowledge and agree that NeoDeck has or may in the future offer products or services that are similar to your Application, and nothing will prevent NeoDekc from doing so;

    7.  Commercial Use. You may charge for your Application. However, you may not sell, rent, lease, sublicense, redistribute, or syndicate access to the PatientVault API.

    8.  Advertising. You may place advertisements on and around your Application. However, you may not:

      1. Place any advertisements within NeoDeck / PatientVault Service channels, and your advertisements may not resemble or be reasonably likely to confuse users as being a NeoDeck / PatientVault Service message;

      2. Use Data or any content from NeoDeck / PatientVault in any advertisements or for purposes of targeting advertisements, in your Application or elsewhere; or

      3. Use contact information obtained from NeoDeck / PatientVault (including email addresses) to contact NeoDeck users outside of NeoDeck without their express permission.

    10.  Distribution of your application. You may not distribute or allow access to the PatientVault APIs to anyone other than, if applicable, the company on whose behalf you entered into this API TOS. Anyone who wants to access our APIs must agree to be bound by this API TOS.

  2. Use of NeoDeck Brands or Marks. You must not use NeoDeck Brands in a way that suggests your service is endorsed by, sponsored by, or associated with NeoDeck.

  3. Security Measures

    1.  Protections. The network, operating system and software of your web servers, databases, and computer systems (collectively, “Your Systems”) must be properly configured to securely operate your Application and store Data. Your Application must use reasonable security measures to protect your users’ information. You must not architect or select Your Systems in a manner to avoid the foregoing obligation.

    2.  Reporting. You must promptly report any security deficiencies in, or intrusions to, your Systems to NeoDeck in writing via email to cs@nd-soft.com or subsequent contact information posted on the Developer Site. This includes any unauthorized access, use, disclosure or destruction of Data. You will work with NeoDeck to immediately correct any security deficiency, and will immediately disconnect any intrusions or intruder. In the event of any security deficiency or intrusion involving the Application, PatientVault APIs or Data, you will make no public statements regarding such deficiencies or intrusions (e.g., press, blogs, social media, bulletin boards, etc.) without prior written and express permission from NeoDeck in each instance.

  5. Government Access. You will not knowingly:

    1.  Allow or assist any government entities, law enforcement, or other organizations to conduct surveillance or obtain data using your access to the PatientVault API in order to avoid serving legal process directly on NeoDeck. Any such use by you for law enforcement purposes is a breach of this API TOS.

    2.  Display, distribute or otherwise make available Data or any Application to any person or entity that you reasonably believe will use Data to violate the Universal Declaration of Human Rights (located at http://www.un.org/en/documents/udhr/), including without limitation Articles 12, 18, or 19. You will not conduct and your Application will not provide analyses or research that isolates a small group of individuals or any single individual for any unlawful or discriminatory purposes. Exemptions to these restrictions may be requested for exigent circumstances and are subject to prior written approval from NeoDeck.

  7. Government Use.

The PatientVault APIs are “commercial items” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Any use, modification, derivative, reproduction, release, performance, display, disclosure or distribution of the PatientVault API by any government entity is prohibited, except as expressly permitted by the terms of this API TOS. Additionally, any use by U.S. government entities must be in accordance with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4. The contractor/manufacturer is NeoDeck Holdings Cop., 2053 Ponce by Pass, Suite 209

  1. Ownership.

As between you and us, we own all rights, title, and interest, including all intellectual property rights, in and to, the (1) PatientVault APIs, Documentation, and all elements and components thereof; (2) Data; (3) NeoDeck Services.

  1. Term and Termination

    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 PatientVault 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 PatientVault API and suspend or terminate your use of the PatientVault API, the NeoDeck Services, and/or NeoDeck / PatientVault Brand at any time and for any reason, without notice. Without limiting the foregoing, we may limit your Application's access to the PatientVault API 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. All rights and licenses granted to you will terminate immediately;

      2. You will promptly destroy Documentation and any other NeoDeck’s information in your possession or control that was received under this API TOS;

      3. 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 PatientVault APIs. NeoDeck may request that you certify in writing your compliance with this section; and

      4. 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).

    6.  The following sections of this API TOS shall survive any termination, Sections 5 (“Use of NeoDeck Brands or Marks”), 6 (“Security Measures”), 9 (“Ownership”), 10 (“Term and Termination”), 11 (“Other Important Terms”), 12 (“Disclaimer of Warranties; Limitation of Liability; Indemnity”), 13 (“Dispute Resolution”) and 14 (“General Legal Terms”).

  3. 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 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 PatientVault API. If any change in unacceptable to you, then your only recourse is to cease all use of the PatientVault API. Your continued access or use of the PatientVault API will mean that you agree to the updates and modifications.

  5. Disclaimer of Warranties; Limitation of Liability; Indemnity

    1.  NO WARRANTIES. THE PatientVault 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 PatientVault 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 PatientVault 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, PatientVault 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.

  7. 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.

  1. 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 / PatientVault 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 PatientVault 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 PatientVault 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 PatientVault API 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

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