eMDs Application Program Interface (API) Terms of Use

Practice Partner 11.2 | Solution Series 9.0, 9.1 | Plus 4.0

Effective May 7, 2017
eMDs, Inc. © 2017

NOTICE: BEFORE PROCEEDING, PLEASE READ THE FOLLOWING LEGAL AGREEMENT WHICH CONTAINS RIGHTS AND RESTRICTIONS ASSOCIATED WITH YOUR USE OF THE eMDs APPLICATION PROGRAM INTERFACE AND ANY DOCUMENTATION PROVIDED TO YOU BY eMDs. USE OF OR ACCESS TO THE APPLICATION PROGRAM INTERFACE OPERATES AS YOUR CONSENT TO THESE TERMS OF USE, AS DESCRIBED BELOW.

By accessing the API you acknowledge and agree to the following Terms of Use of the API of eMDs, Inc. and its parent organizations, affiliates, and subsidiaries (“eMDs”, “us”, “we”), who own the eMDs API. This Terms of Use is a legal agreement between you, an individual or your legally authorized representative (“you” or “your”). If you do not agree to these Terms of Use, do not access or use the API.

Acceptance of these Terms of Use

Your use of and access to the API are contingent upon your agreement to these Terms of Use, and your use or access of the API constitutes your acknowledgment of, acceptance of and agreement with these Terms of Use. Any violation of these Terms of Use by you may result in suspension or termination of your use of and access to the API, without prior notice to you. Your rights in these Terms of Use are limited to those expressly granted in these Terms of Use.

Age restrictions

We do not knowingly collect, either online or offline, personal information directly from persons under the age of thirteen. If you are under 18 years of age, you may only use the eMDs API with permission and supervision of a legally authorized representative, such as a parent or legal guardian. By use or access to the API, you represent and warrant that you are either (a) 18 years of age or older, or (b) under the age of 18, and you and your legally authorized representative represent and warrant that you are accessing or using the API under the supervision of that legally authorized representative.

Term

The initial term of these Terms of Use shall be from the date you sign-up for an API account and thereafter automatically continue until terminated as provided in these Terms of Use.

Termination

Notwithstanding anything to the contrary in these Terms of Use, we have the right, with notice to you, to immediately terminate these Terms of Use and your use of or access to the API, without liability, in order to: (a) to comply with any order issued or proposed to be issued by any governmental agency or authority; (b) to comply with any provision of law, any standard of participation in any reimbursement program, or any accreditation standard; (c) if performance of any term of these Terms of Use would cause us to be in violation of law, or would jeopardize any third-party’s tax-exempt status and (d) you violate these Terms of Use.

Grant of Use of the API

We grant to you and you accept, strictly according to these Terms of Use, a non-exclusive, personal, non-transferable, limited right to access and use the API, and a non-exclusive, personal, non-transferable, limited license to use any computer software or data furnished by us for access to or use of or in connection with the API during the Term, subject to your full compliance with these Terms and Conditions and with our policies, procedures, manuals or guidelines. You will not: (a) use the API for time-sharing, rental or service bureau purposes; (b) make the API, in whole or in part, available to any other person, entity or business who is not legally authorized; (c) copy, reverse engineer, decompile or disassemble the API or its software, in whole or in part, or otherwise attempt to discover the source code to the software used by the API; or (d) modify, combine, integrate, render interoperable, or otherwise access for purposes of automating data conversion or transfer the API or associated software with any other software or services not provided or approved by us. You will obtain no rights to the API except for the limited rights to use the API expressly granted by these Terms of Use. The API may now or hereafter include certain third-party software, services, data or applications that may require that you enter into separate agreements with third parties. We may also make available optional services, either directly or through integrations with the API, provided by third parties, such as Updox. You will comply with and, upon request, execute, any agreements or acknowledgments that may be required for the use of or access to such software or services, and hereby agree to comply with the terms of any license or other agreement relating to third-party products included in the API or made accessible to you through the API. Additionally, your use of the API or of such third-party products or services will constitute your agreement to be bound by the terms of all licensing, subscription and similar agreements relating to such use, including those third-party terms.

Prohibited Access or Use

You warrant that you will not access or use the API for any unauthorized purposes (other than those expressly authorized by eMDs), including without limitation to: (a) reproduce, publish, or distribute content in connection with the API that infringes upon any eMDs’ or third party’s trademark, copyright, patent, trade secret, publicity, privacy, or other personal or proprietary right; (b) use the API to transmit illegal, obscene, threatening, libelous, harassing, or offensive messages, or otherwise unlawful material; (c) transmit, install or insert malicious code, malware, Trojans, viruses or other illicit code, program or software; (d) abuse or misuse the API by gaining or attempting to gain unauthorized access to the API or other API user information; (e) alter or destroy information housed in the API in a manner that interferes with our or other users’ use of the API; (f) use the API in any manner that violates our policies, procedures or guidelines made available to you by us, your health care provider or authorized third-parties; (g) use any ad placement or ad blocking mechanism, device, or tool to prevent the placement of advertisements in the API; (h) circumvent any physical, administrative or technical security measures we have put in place to safeguard the API or interfere with the confidentiality, integrity or accessibility of any information housed therein, or any technical measures we have put in place to restrict access to the Services solely by authorized users; (i) access any portion of the API other than with a commercial browser (such as Internet Explorer, Mozilla Firefox or Chrome) or mobile applications authorized, developed or operated by us; (j) permit or assist any unauthorized third-party in accessing or using the API; (k) use the API for any purpose that is unlawful or prohibited by these Terms of Use. You will immediately notify us of any violation of the grant of use or any prohibited access or use.

Confidentiality and Authentication

You are solely responsible for maintaining the confidentiality of your user name and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your user name or password. You may not assign or otherwise transfer your account information to any other person or entity, except your legally authorized representative if you are acting in an individual capacity. You acknowledge that we are not responsible for third party access to your account that results from theft, misuse, misappropriation of your user name or password or your negligence. You agree that your access to or use of the API, or certain features or functionality of the API, may require our verification of your identity and credentials for and to your ongoing eligibility as an authorized API user. You agree that we may use and disclose your personal information you supply to us for such purposes, including without limitation making inquiry of third parties concerning your identity and eligibility. You authorize such third parties to disclose to us such information as we may request for such purposes, and you agree to hold them and us harmless from any claim or liability arising from the request for or disclosure of such information. You agree that we may terminate or suspend your access to or use of the API at any time if we are unable at any time to determine or verify your identity or eligibility.

Indemnification

You agree to indemnify, defend, and hold harmless us and other users, and our and their respective affiliates, officers, directors, employees and agents, from and against any claim, cost or liability, including reasonable attorneys’ fees, arising out of or relating to: (a) the use of the API by you or your legally authorized representatives or any third-party that you provide or assist in providing access to the API; (b) any breach by you of any representations or agreements contained in these Terms of Use; (c) the actions of any person gaining access to the API under credentials (user name and password) assigned to you or your legally authorized representative; (d) the actions of anyone using credentials assigned to you or your legally authorized representative that adversely affects the API or any information accessed through the API; and (e) your, act, omission, negligent or willful misconduct, or that of your legally authorized representative. Your indemnification obligations in these Terms of Use are cumulative, and are not intended to, nor do they, limit your obligations elsewhere in these Terms of Use or available at law or in equity, even if such obligations arise or are occasioned or triggered by a single assertion, claim, circumstance, action, event or transaction.

Warranties and Limitation of Liability

ACCESS TO THE API AND THE INFORMATION CONTAINED THEREIN IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND, AND WE DISCLAIM ALL WARRANTIES, EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE. YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL ACTS OR OMISSIONS TAKEN OR MADE IN RELIANCE ON THE API OR THE INFORMATION CONTAINED THEREIN, INCLUDING INACCURATE OR INCOMPLETE INFORMATION. THE API IS NOT A SUBSTITUTE FOR PROFESSIONAL GUIDANCE. IT IS EXPRESSLY AGREED THAT IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUES, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF INFORMATION OR LOSS, INAVAILABILITY OR CORRUPTION OF DATA, WHETHER A CLAIM FOR ANY SUCH LIABILITY OR DAMAGES IS PREMISED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, EVEN IF WE HAVE BEEN APPRISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. WE DISCLAIM ANY AND ALL LIABILITY FOR ERRONEOUS TRANSMISSIONS AND LOSS OF SERVICE RESULTING FROM INTERNET COMMUNICATION FAILURES BY TELECOMMUNICATION SERVICE PROVIDERS DESCRIBED BELOW. YOU AGREE AND ACKNOLWEDGE THAT THE FOREOING WARRANTIES AND LIMITATIONS ARE A MATERIALCONDITION TO YOU AND US ENTERING INTO AN AGREEMENT WITH EACH OTHER.

Notice and Opportunity to Cure a Breach

We will not be deemed to be in violation of this Agreement unless you have first given us written notice specifying the nature of the breach, and we have failed within sixty (60) days of receipt of the notice either to cure the default or, if cure within such period is not practicable, to be diligently proceeding to cure the default.

Internet

YOU ACKNOWLEDGE THAT ACCESS TO THE API WILL BE PROVIDED OVER VARIOUS FACILITIES AND COMMUNICATIONS LINES, AND INFORMATION WILL BE TRANSMITTED OVER LOCAL EXCHANGE AND INTERNET BACKBONE CARRIER LINES AND THROUGH ROUTERS, SWITCHES, AND OTHER DEVICES (COLLECTIVELY, “CARRIER LINES”) OWNED, MAINTAINED, AND SERVICED BY THIRD-PARTY CARRIERS, UTILITIES, AND INTERNET SERVICE PROVIDERS, ALL OF WHICH ARE BEYOND OUR CONTROL. WE ASSUME NO LIABILITY FOR, OR RELATING TO, THE INTEGRITY, AVAILABILITY OR CONFIDENTIALITY, OR USE OF ANY INFORMATION WHILE IT IS TRANSMITTED ON THE CARRIER LINES, OR ANY DELAY, FAILURE, INTERRUPTION, INTERCEPTION, LOSS, OUTAGE, TRANSMISSION, OR CORRUPTION OF ANY DATA OR OTHER INFORMATION ATTRIBUTABLE TO TRANSMISSION ON THE CARRIER LINES. USE OF THE CARRIER LINES IS SOLELY AT YOUR RISK AND IS SUBJECT TO ALL APPLICABLE LOCAL, STATE, NATIONAL, AND INTERNATIONAL LAWS.

Intellectual Property

All text, graphics, logos, images, as well as the compilation thereof, and any software used in the API is our property or of our partners and is protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of ours or our licensors except as expressly authorized by these Terms of Use.

Professional Advice

eMDs does and shall not provide you or your legally authorized representative any advice, whether medical, legal, accounting, tax, compliance, or other professional advice. Please only rely on your own professionals for advice. YOU FURTHER ACKNOWLEDGE AND AGREE THAT EMDS HAS NOT REPRESENTED ITS API, ON ITS OWN HAS THE ABILITY TO DIAGNOSE DISEASE, PRESCRIBE TREATMENT, OR PERFORM ANY OTHER TASKS THAT CONSTITUTE THE PRACTICE OF MEDICINE.

Miscellaneous

These Terms of Use contain the entire understanding of you and us, and there are no other written or oral understandings or promises between you and us with respect to the subject matter of these Terms of Use other than those contained or referenced in these Terms of Use. No modification, amendment, or waiver of any provision of these Terms of Use will be effective unless adopted by us in writing. No failure or delay by us in exercising any right, power, or remedy under these Terms of Use will operate as a waiver of any such right, power, or remedy. If any provision of these Terms of Use are ruled by a court of competent jurisdiction to be contrary to law, that provision will be changed and interpreted so as to best accomplish the objectives of the original Terms of Use to the fullest extent allowed by law, and the remaining provisions of these Terms of Use will remain in full force and effect. You acknowledge and agree that each entity, officer, director or employee which collectively makes up eMDs or its partners is a third party beneficiary of these Terms of Use and that each entity may enforce any provision of any terms that benefits it. These Terms of Use will be interpreted, construed and governed by, and in accordance with, the laws of the State of Texas. Any cause of action arising out of or related to these Terms of Use or the API may only be brought in the local court of applicable jurisdiction in the State of Texas, Travis County, and You hereby submit to the jurisdiction and venue of that court. These Terms of Use are the final, complete and exclusive agreement between you and us regarding the subject matter contained herein, and supersede any prior or contemporaneous agreements or understandings, either written or oral. It is the express wish of you and us that these Terms of Use and all related documents be written in English. You and us agree that the language of these Terms of Use shall not be construed presumptively against the drafter or any of the parties to these Terms of Use. You will have no right to assign the rights or obligations under these Terms of Use to any third-party. We have the right to assign the rights and obligations under these Terms of Use to a third-party without notice to you.

Third-party Beneficiaries

Except as otherwise provided in these Terms of Use other than those contained or referenced in these Terms of Use, nothing express or implied in these Terms of Use is intended to confer, nor shall confer, upon any person or entity, other than the you and us and respective legally authorized representatives, heirs, successors, officers, directors, agents, employees or assigns, any rights, remedies, obligations, or liabilities whatsoever.

Modification

We may update or change these Terms of Use from time to time for any reason or no reason. We encourage you to review these Terms of Use on a regular basis. You understand and agree that your continued use of the API after these Terms of Use are updated or changed constitutes your acceptance of the revised Terms of Use.

International Use

If you access the API from a location outside the USA, you are responsible for compliance with all international and local laws. You agree that you will not use the API in any country or in any manner prohibited by any applicable laws, restrictions or regulations.

Privacy Policy

Use of the API is also governed by the eMDs Privacy Policy at www.emds.com, which is incorporated by reference into these Terms and Conditions. Please review our Privacy Policy, which also governs the API and informs you of our privacy practices.

Questions and Notices?

If you have questions or need to send a notice regarding these Terms of Use, please contact us via US Mail at eMDs, 7800 Shoal Creek Drive, Suite 100E, Austin, Texas 78757, ATTN: Legal Counsel. If you supply us with an electronic mail address, you consent to electronic communications and that we may give notice by email message addressed to such address; provided that if we receive notice that the email message was undeliverable or not delivered, we will give the notice by any other available means, such as orally or by United States mail at your last known address. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the API satisfy any legal requirement that such communications be in writing.