Terms of Use - API

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FHIR API Terms of Use Agreement

This FHIR API Terms of Service Agreement (“Agreement”) is an agreement between MedAZ.Net, LLC (“MEDAZ”) and you for the purpose of setting forth the terms and conditions pursuant to which you may access and use the MEDAZ Materials (defined below). You must first read and agree to the terms of this Agreement. By clicking accept, you agree to all of the terms and conditions in this Agreement.

Except as exigent circumstances require, in the event of changes to this Agreement, MEDAZ will provide notice in a public forum at least thirty (30) days in advance of the change to afford you a reasonable opportunity to update Developer Applications and Developer Sites (as such terms are herein defined) to preserve compatibility with MEDAZ APIs and comply with this Agreement. The most current version of this Agreement, which is available at the following link:

https://fhir.mhealthaz.com/

will supersede all previous versions. Your use of any of the MEDAZ APIs after changes are made will constitute your agreement to such changes. Your only recourse if you disagree with any of the terms or conditions of this Agreement or any changes to this Agreement, is to discontinue use of the MEDAZ Materials. MEDAZ and this Agreement will, at all times, comply with the requirements contained within the ONC Criteria (defined below) and this Agreement shall be construed as complying with such requirements and applicable law. You may execute additional agreements with MEDAZ in the future for additional licenses and services relating to the MEDAZ APIs, which will be subject to the terms and conditions of that agreement.

1. Agreement

By accepting this Agreement, you acknowledge and agree that (i) you have read and understand this Agreement, and (ii) this Agreement shall, immediately upon such acceptance, become a legal agreement between you and MEDAZ. The terms and conditions of this Agreement shall govern your use of the MEDAZ Materials.

2. Definitions

For purposes of this Agreement, the following terms will have the indicated meanings:

  • “API Documentation” means all MEDAZ API business and technical documentation, including the user, installation, and other manuals and literature relating to the use and operation of the MEDAZ Materials whether in printed form, electronic form, or available online at fhir.mhealthaz.com.
  • “API Key” means a unique string identifying an MEDAZ API user (e.g., you) that is passed to MEDAZ in a MEDAZ API request.
  • “Developer Application” means any Developer software client that uses MEDAZ API, including a website, mobile application, or desktop application.
  • “Developer,” “you,” and “your” mean the name of the individual who accepted the terms of this Agreement, together with any company or other entity such individual is acting on behalf of.
  • “Developer Site” means the Developer’s website(s) that use MEDAZ Materials.
  • “MEDAZ APIs” means the MEDAZ FHIR APIs for provider-centric and backend and bulk FHIR Apps, which comprises format-based services providing programmatic access to certain data generated by MEDAZ. These do not include the patient facing FHIR APIs offered by MEDAZ’ affiliate or any other APIs offered by MEDAZ.
  • “MEDAZ Data” means the data, photographs, and other materials provided by MEDAZ through the MEDAZ APIs. Such data may also include information and materials stored in association with electronic health records software.
  • “MEDAZ Links” mean webpage URLs, banners or button advertisements, or other graphical or text elements, provided by MEDAZ through an MEDAZ API and containing one or more MEDAZ Marks and a link to a page on MEDAZ’s website.
  • “MEDAZ Marks” means all registered and unregistered MEDAZ trademarks, trade names, service marks, and logos.
  • “MEDAZ Materials” means the API Documentation, MEDAZ APIs, MEDAZ Links, MEDAZ Marks, and MEDAZ Data.
  • “End Users” means the individuals who view and/or use your Developer Site and/or your Developer Application.
  • “IPR” means all worldwide intellectual property and proprietary rights, including all trade secrets, patents and patent applications, copyrights, trademarks, trade names, service marks, moral rights, rights in data or databases, and other intellectual property and proprietary rights of any kind or nature, whether registered, unregistered or subject to an application for registration.
  • “ONC Criteria” means the ONC Health IT Certification Program that covers those regulations set forth in 45 CFR Parts 170 and 171, adopted by the U.S. Department of Health and Human Services (“HHS”) and all future updates, revisions, or amendments.
  • “Third-Party Data” means the data, photographs, and other materials that are owned by third parties and provided to MEDAZ.
  • “United States Core Data for Interoperability” or “USCDI” means any MEDAZ Data defined by the ONC Health IT Certification Program as part of the standardized set of health data classes and data elements for nationwide, interoperable health information exchange as set forth by the 21st Century Cures Act.

3. MEDAZ Developer Program

  • 3.1. You understand and agree that the MEDAZ APIs require Developer Applications and Developer Sites to use USCDI as a technical requirement.
  • 3.2. With exception to USCDI, MEDAZ reserves the right to change the contents of the MEDAZ Data including, but not limited to, excluding categories from such MEDAZ Data from time to time in its sole discretion. MEDAZ also reserves the right to modify the functionality of any API at any time.
  • 3.3. The Developer will be automatically approved for use of the MEDAZ API in the Developer Application or Developer Site so long as the Developer follows and abides by the terms and conditions of this Agreement and follows the ONC Criteria, to the extent applicable.

4. Confidentiality Each party agrees that it will comply in all material respects with all federal and state mandated regulations, rules, or orders applicable to privacy, security and electronic transactions, including without limitation, regulations promulgated under Title II Subtitle F of the Health Insurance Portability and Accountability Act (Public Law 104-191) (“HIPAA”), to the extent that it applies to the parties. Each party agrees that any and all information it obtains from the other party in connection with this Agreement shall be kept confidential. Notwithstanding the foregoing, nothing in this Agreement shall be construed to prohibit or restrict Developer from discussing problems and concerns with our software or services with other parties in accordance with the ONC Cures Act Final Rule.

5. Limited License; Rights by MEDAZ

  • 5.1. License. On the terms and subject to the conditions set forth in this Agreement, MEDAZ grants you (i) a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable, royalty-free license during the Term to use the MEDAZ Materials (other than the Third-Party Data) in your Developer Application and Developer Site, solely in connection with the exercise of your rights under this Agreement, or any rights explicitly required under the ONC Criteria (the “License”), (ii) the ability to access Third-Party Data through the MEDAZ APIs, and (iii) to possess the API Documentation and MEDAZ APIs. The provisions of this Agreement will be applicable to all updates, revisions, or substitutions of the MEDAZ APIs, and any copies of the MEDAZ APIs made by or for you. All rights not expressly granted to you are reserved by MEDAZ.
  • 5.2. Ownership. You acknowledge that MEDAZ now and at all times hereafter is the exclusive owner of all right, title, and interest in and to all MEDAZ Materials other than the Third-Party Data and that you receive and acquire no licenses with respect to any MEDAZ Materials except as expressly granted in this Agreement. You agree that you will not assert any IPR ownership or other proprietary rights in or to any MEDAZ Materials, or any part of these items or in any derivative work of these items. Except for the right to use the MEDAZ Materials as set forth in this Agreement, nothing contained in this Agreement shall be construed to grant you any right, title, or interest in or to any IPR of MEDAZ, and you are prohibited from making any use thereof of any nature except as expressly authorized in this Agreement. You agree that you will not adopt, use, or attempt to register any trademarks or trade names that are confusingly similar to the MEDAZ Marks (as determined by MEDAZ in the exercise of its reasonable business judgment) or in such a way as to create combination marks. You acknowledge and agree that MEDAZ is advising you that MEDAZ obtains the Third-Party Data from third parties, and that your right to use the Third-Party Data is subject to the rights of those third parties and any limitations or conditions they elect to impose on the use of the data they provide.
  • 5.3. General Restrictions. Except as explicitly required by the ONC Criteria, you have no rights with respect to the MEDAZ Materials or any portion thereof and will not use the MEDAZ Materials or any portion thereof except as expressly permitted in Section 5. Except as explicitly required by the ONC Criteria, without limiting the generality of the foregoing, you, your agents, contractors or employees will not, and will not require or permit any End Users to: (i) modify or create derivative works of the MEDAZ Materials; (ii) sublicense, lease, rent, assign, distribute, repackage, rebrand, or otherwise transfer or disclose the MEDAZ Materials or any portion thereof to any third party except as expressly permitted in this Agreement; (iii) use the MEDAZ Materials in connection with any product or software other than the Developer Application and Developer Site or beyond the defined scope of use for the Developer Application and Developer Site; (iv) distribute the MEDAZ Materials as a standalone product; (v) reverse-assemble the MEDAZ Materials without the prior written consent of MEDAZ; (vi) access, reverse engineer, or make available to any third-party an interface or functionality not expressly included in the MEDAZ Materials, or otherwise documented by MEDAZ for public use; (vii) use the MEDAZ Materials in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in: spyware, adware, or other malicious programs or code, hate materials or materials urging acts of terrorism or violence, recalled goods, cigarettes, illegal drugs and paraphernalia, unlicensed sale of prescription drugs and medical devices, pornography, prostitution, body parts and bodily fluids, stolen products and items used for theft, fireworks, explosives, and hazardous materials, government IDs, police items, unlicensed trade or dealing in stocks and securities, gambling items, professional services regulated by state licensing regimes, non-packaged food items, weapons, and accessories; (viii) use the MEDAZ Materials in any manner or for any purpose that violates any law or regulation, any right of any person, including but not limited to IPR, rights of privacy, or rights of personality, or in any manner inconsistent with the Agreement, or any guidelines associated with MEDAZ websites; (ix) use the MEDAZ Materials to operate life support, or other mission critical application where human life or property may be at stake; (x) sell, lease, share, transfer, or sublicense the MEDAZ Materials or access or access codes thereto or derive income from the use or provision of the MEDAZ Materials, whether for direct commercial or monetary gain or otherwise, without MEDAZ’s prior, express, written permission; (xi) use the MEDAZ Materials in a manner that exceeds reasonable request volume or constitutes excessive or abusive usage, based on objective and verifiable criteria, or otherwise fails to comply or is inconsistent with any part of the MEDAZ Materials documentation provided to you in connection with this Agreement; (xii) except as authorized by an End User about whom such data pertains, maintain a cache or store using any kind of storage of any set or subset of data accessed using the MEDAZ Materials; or (xiii) cause, assist, or permit any third party to do any of the foregoing.
  • 5.4. Fees. The fees associated with the use of the MEDAZ APIs are available on https://www.MEDAZ.com/resources/certified-ehr-technology/. These fees represent a subset of the interoperability technology and services that MEDAZ offers to support the access, exchange, and use of electronic health information and other data. Other value-added APIs and services may be available by entering into a separate agreement. Reach out to the MEDAZ team for more information. MEDAZ may periodically review the fees charged under this Agreement. MEDAZ will provide you with thirty (30) days’ notice in advance of any change to the fees set forth herein. If you do not wish to continue using the MEDAZ API after receiving notice of the change in fees, you may terminate this Agreement upon ten (10) days’ notice.
  • 5.5. Use of MEDAZ Marks. Under no circumstances may you use any MEDAZ Marks for any purpose other than the placement of MEDAZ Links on your Developer Site or Developer Application in accordance with this Agreement. You specifically acknowledge that entry into any agreement with a third party for the purchase of traffic involving keywords that are identical to or similar to any of MEDAZ’s Marks will constitute a breach of this Agreement and will, whether occurring during or following the Term, also constitute trademark infringement. This Section shall be construed only to the extent that any restrictions or prohibitions herein are permissible under the ONC Criteria.

6. Attribution You may not claim, suggest, or otherwise imply endorsement by or affiliation with MEDAZ or any of its affiliates unless an agreement is in place expressly permitting you to do so. The existence of this Agreement is not intended to create an endorsement of your app.

7. Security

  • 7.1. PHI Security. You agree that you will comply with HIPAA and all other applicable local, state or federal data privacy and security laws in the development and use of the app and during the term of this Agreement. You will provide users with a privacy policy or data use policy to detail how the app and the user’s data may be used. You agree to obtain the proper consent from the user if the use or storage of such data requires such consent. You should provide clear and prominent notice to users how they may stop the app from reading, writing, or retaining data.
  • 7.2. Data Security. You shall maintain throughout the Term a comprehensive data security program in accordance with applicable data protection laws, statutes, regulations, and self-regulatory standards (“Data Protection Laws”), which will include reasonable and appropriate technical, organizational, administrative, and other security measures aimed at protecting against the destruction, loss, unauthorized access to, or alteration of MEDAZ Data to the extent required under Data Protection Laws. You shall comply with all applicable Data Protection Laws. If you experience an actual or suspected data security breach, which shall include, without limitation: physical trespass on a secure facility or computing systems; ransomware; intrusion/hacking or loss/theft of any information storage device or printed materials; exploitation of a vulnerability in your computer systems; or unauthorized access to or use of MEDAZ Data (including any USCDI obtained through MEDAZ) (collectively, a “Security Breach”), you shall, in addition to other obligations imposed under this Agreement or applicable Data Protection Law (including, but not limited to, personal data breach notification laws), immediately, and no later than 24 hours after the Security Breach, notify MEDAZ in writing of the Security Breach. You will thereafter, at your sole expense: (a) cooperate fully with MEDAZ and provide MEDAZ with all information reasonably requested by MEDAZ in connection with the Security Breach; (b) diligently investigate the breach or potential breach as instructed by MEDAZ or with MEDAZ’s participation as requested; (c) use best efforts to remediate the effects of the breach or potential breach to the reasonable satisfaction of MEDAZ; (d) perform a root cause analysis and prepare a corrective action plan; (e) provide written reports of its findings and proposed actions to MEDAZ for its review and approval; and (f) remediate such Security Breach to prevent its recurrence. You shall immediately notify MEDAZ of any investigations of your information use or security practices by a government, regulatory, or self-regulatory organization, or in the event a third party brings a lawsuit or other demand or action against you based on a Security Breach.
  • 7.3 Security Requirements of the App. MEDAZ reserves the right to verify the authenticity of Developer prior to registering and enabling Developer Application for use with the API. Authenticity verification will be objective, the same for all developers, and completed within ten business days of receipt of Developer’s request to register their application for use with the API. MEDAZ will register and enable all applications for production use within five business days of completing its authenticity verification. You understand that this agreement does not create an endorsement of the security of your app. You understand that you have a duty to ensure the integrity of the data on your systems. You will use industry-standard and up-to-date security tools and technologies when developing and using the app and you understand that you may be required to update your internal security processes if the current processes are no longer industry-standard or sufficient. You will use encryption technologies when sending sensitive data and storing sensitive information at rest. You and your apps will not corrupt or otherwise cause material inconsistencies in any data used by your apps. The app will protect authentication credentials provided by MEDAZ or the customer, such as usernames, user passwords, access tokens, or refresh tokens. You will maintain appropriate documentation on the users who use, change, and disclose data, the date/time they took such action and the purpose of such action. You will conduct security testing on your app and address any vulnerabilities discovered therein.

8. Certain Developer Representations and Warranties You represent and warrant that you have full power and authority to enter into this Agreement and that, as of the time you accept this Agreement and for the duration of your use of the MEDAZ Materials: 8.1. You are in compliance with all applicable laws, rules, and regulations, including, if applicable, the ONC Criteria, related to the performance of your obligations under this Agreement and the operation of your Developer Site and your Developer Application; 8.2. You fully own and control all of the development, maintenance, and operation of your Developer Site and your Developer Application; 8.3. All content and materials on your Developer Site and Developer Application is owned or validly licensed for use by you or is in the public domain; 8.4. The content on and operation of your Developer Site or your Developer Application is not defamatory and does not violate any law, regulation, or any right of any person, including but not limited to IPR, rights of privacy, or rights of publicity; 8.5. None of the content and materials on your Developer Site or your Developer Application constitutes or results in any consumer fraud, product liability, breach of contract to which you are a party, or which cause injury to any third party; 8.6. Your Developer Site and your Developer Application do not contain or directly link to any objectionable material, as determined by MEDAZ in its sole discretion, but which includes pornography, obscene language or other obscene content, or support for violent or hate groups, or content that is abusive, illegal, hateful, harmful, harassing, or racially or ethnically discriminatory; and 8.7. Your Developer Site is not an incentive-based website, such as a lottery or sweepstakes site which rewards End Users for clicking on links.

9. Certain Developer Covenants You acknowledge and agree that:

  • 9.1. Queries to the MEDAZ API must contain all required parameters.
  • 9.2. You, the Developer Application, and Developer Site will not make excessive API queries, as determined solely by MEDAZ. In addition to all other rights available to MEDAZ (including those in Section 13), MEDAZ may reasonably limit the number of daily API queries that may be submitted by You, the Developer Application, or Developer Site.
  • 9.3. If requested by MEDAZ in accordance with Section 6, above, you must include the MEDAZ API badge on the Developer Site and the Developer Application displaying MEDAZ Data.
  • 9.4. You will not include rel=“nofollow” when rendering hyperlinked MEDAZ Data returned by a MEDAZ API.
  • 9.5. No substitution shall be made for page URLs included in the MEDAZ Materials, and the MEDAZ Links shall convey End Users directly to such page URLs within the same browser window and without any framing, redirection (with the exception of redirection through a tracking system), or interstitial advertising (including pop-up or pop-under ads).
  • 9.6. You will not copy, store, archive, distribute to any third party (other than to End Users as contemplated in this Agreement), alter, or modify in any fashion, any MEDAZ Data, any metadata or any Link.
  • 9.7. You will not display the name, logo, trademark, or other identifier of another person (except yourself, or, as otherwise permitted by MEDAZ) on your Developer Site or Developer Application in such a manner as to give End Users the impression that such other person is a source, publisher or distributor of the MEDAZ Data.
  • 9.8. You will not sell, lease, share, transfer, or sublicense the MEDAZ API Keys, whether for direct commercial or monetary gain or otherwise, without MEDAZ’s prior, express, written permission.
  • 9.9. You acknowledge and agree that MEDAZ may collect and use any and all data arising from your use of the MEDAZ API, including usage statistics, IP addresses, and information on which services within the MEDAZ API are being used and how they are used.
  • 9.10 You will provide FHIR API-based access to any data you, the Developer Site, and Developer Application collect or derive to your End Users on the same or similar terms to those entered in this Agreement.
  • 9.11. You will abide by the ONC Criteria to the extent applicable in developing the Developer Site and/or Developer Application.
  • 9.12. You will immediately report any security issues that occur within the Developer Application or the Developer Site that may impact MEDAZ Data or MEDAZ’s software to vulnerability@MEDAZ.com.
  • 9.13. You will complete any applicable documentation required by MEDAZ related to the Developer Application or any upgrade to the Developer Application.
  • 9.14 You will abide by MEDAZ’ requirements and application development controls when submitting Licensee’s logo for display.
  • 9.15 Access to the MEDAZ APIs and other MEDAZ Materials shall be solely through the Developer Application and Developer Site and displayed only to End Users. The MEDAZ Materials shall not be permitted or facilitated through any other web site or means, whether under your ownership and control or otherwise. No sub-licensing, re-packaging, or other use (including “service bureau” use) is permitted.
  • 9.16 MEDAZ is not acting as a “Reseller” for you and MEDAZ will not be responsible for marketing the Developer Application. You are responsible for conducting any demos requested by customers or potential customers.
  • 9.17 The Developer Application will only be accessible in the United States. You will not store data outside the United States.
  • 9.18 To the extent the Developer Application causes an error leading to patient safety issues, MEDAZ shall have no indemnification or liability obligations related to any such error. In the event that the Developer Application or any report or information generated by the Developer Application is used in connection with any diagnosis or treatment by customers and/or any of customer’s employees, agents, representatives, and the like, you agree to accept all responsibilities in connection therewith, including responsibility for injury, damage, and/or loss related to such diagnosis or treatment, irrespective of whether such injury, damage and/or loss results from the customer’s use of the Developer Application.
  • 9.19 Your association with MEDAZ by way of this Agreement or any other agreements the Parties may have in place does not entitle you to attend MEDAZ conferences and events. For more information, you should reach out to your MEDAZ contact.
  • 9.20 You will require End Users to agree to the following language:
    • (a) End User understands that while the apps may assist End User in providing medical care, the app is not a substitute for End User’s professional medical judgment. End User is solely responsible for all decisions that arise during the delivery of medical care to any patients.
    • (b) End User acknowledges that MEDAZ is not a party to the agreement between End User and Developer and Developer is solely responsible for providing the services agreed upon between the parties. End User understands that this app was not reviewed by MEDAZ and MEDAZ does not endorse or certify the app or the app’s security or safety. End User agrees not to hold MEDAZ (or its affiliates or subsidiaries) liable for any problems, injuries, or claims that arise from the use of the Developer App. MEDAZ does not provide any representations or warranties to End Users in relation to the use of the Developer App and nothing in the terms will create such representations, warranties or covenants between MEDAZ and the End User.

10. Indemnification

  • 10.1. You will indemnify, defend, and hold harmless MEDAZ, its officers, directors, employees, affiliates and subsidiaries, and its licensees and subcontractors against any and all third party claims, suits, losses, liabilities, and/or judgments, including costs, expenses, damages, and legal fees (“Claims”) based upon and arising from: (i) your, or any of your agents or contractor’s violation of the rights of others, including without limitation, any alleged infringement or misappropriation of any third-party IPR by the use of the MEDAZ Materials; (ii) your, or any of your agents or contractor’s breach of any of the foregoing warranties, representations, covenants or any other terms of this Agreement; or (iii) your, or any of your agents or contractor’s breach of any applicable law or regulation, including, if applicable, the ONC Criteria. You will notify MEDAZ of any Claims within a reasonable time and MEDAZ will have the right, but not the obligation, to participate in any such contest, defense or litigation through counsel of its own choosing at your expense. You will not enter into any settlement in which MEDAZ admits liability, or in connection with which MEDAZ’s IPR may be limited or compromised, without MEDAZ’s prior written approval, which MEDAZ may provide in its sole discretion.
  • 10.2. You will promptly notify MEDAZ of: (i) any Claims of which you have knowledge, that the MEDAZ Materials infringe, misappropriate or may infringe or misappropriate the IPR of another; (ii) any determination, discovery, or notification that any party is or may be infringing the IPR of MEDAZ; or (iii) any actual or threatened breach of any agreement of which you become aware. You will provide MEDAZ with reasonable assistance in enforcing MEDAZ’s IPR under the provisions of the Agreement.

11. Disclaimer of Warranties

THE MEDAZ MATERIALS ARE PROVIDED “AS-IS” AND “AS AVAILABLE.” MEDAZ EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE MEDAZ MATERIALS, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. MEDAZ DOES NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, OR ADEQUACY OF THE MEDAZ MATERIALS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MEDAZ, ITS EMPLOYEES, AFFILIATES, SUPPLIERS, OR DISTRIBUTORS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT. YOU RECOGNIZE THAT MEDAZ MATERIALS ARE NOT INTENDED TO REPLACE YOUR PRIMARY ORGANIZATIONAL, MANAGEMENT, AND COMMUNICATION SYSTEM. MEDAZ MATERIALS ARE NOT BUILT FOR ERROR-FREE ACCESS AND INTERRUPTIONS, CRASHES, DOWNTIME, DELAYS, AND LATENCY MAY OCCUR FROM TIME TO TIME. THE MEDAZ MATERIALS ARE NOT FAULT TOLERANT AND ARE NOT DESIGNED OR INTENDED FOR USE WHERE THE FAILURE OF MEDAZ MATERIALS COULD LEAD TO DEATH, PERSONAL INJURY, OR ENVIRONMENTAL DAMAGE. THE MEDAZ MATERIALS ARE NOT DESIGNED, INTENDED, OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS OR EMERGENCY SITUATIONS THAT REQUIRE FAIL-SAFE CONTROLS.

12. Limitation of Liability

USE OF THE MEDAZ MATERIALS IS AT YOUR OWN RISK. MEDAZ SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), RELATED TO YOUR DECISION TO ACCESS AND USE THE MEDAZ MATERIALS OR OTHERWISE ARISING UNDER THIS AGREEMENT, EVEN IF MEDAZ IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR INABILITY TO USE EQUIPMENT OR ACCESS DATA, MEASUREMENT ACCURACY, LOSS OF BUSINESS, LOSS OF OPPORTUNITY, LOSS OF REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. MEDAZ’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE HIGHEST OF THE AMOUNTS PAID BY YOU TO MEDAZ DURING THE PRIOR THREE MONTHS BEFORE THE CLAIM, ONE HUNDRED DOLLARS ($100.00), OR THE MINIMUM LIMITATION OF LIABILITY PERMITTED AT LAW. YOU AGREE THAT MEDAZ WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, MEDAZ’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

13. Term and Termination

  • 13.1. Term. The term of the License (the “Term”) shall commence on the date you accept this Agreement and shall continue until terminated by either party as set forth herein.
  • 13.2. General Termination. Either party may terminate this Agreement with immediate effect upon written notice to the other party in the event of the other party’s breach of this Agreement, which breach is not remedied by the other party within thirty (30) days after receipt of written notice of the breach from the notifying party (“Cure Period”). In the event that, in MEDAZ’s reasonable determination, Developer’s use of the MEDAZ APIs presents a danger to patient safety or is impermissible under applicable law or applicable ONC Criteria, MEDAZ may terminate the Term upon written notice to Developer with immediate effect without affording Developer a Cure Period. In addition, this Agreement may be terminated at any time by mutual consent of the parties hereto, provided that such consent to terminate is in writing and is signed by each of the parties hereto. MEDAZ may terminate this Agreement at any time for any reason upon ninety (90) days prior written notice.
  • 13.3. Effect of Termination. Upon the termination of the Term for any reason, the License shall terminate immediately, and if not already done you shall immediately cease use of the MEDAZ APIs and other MEDAZ Materials. All of the provisions of this Agreement other than the License shall survive the termination of the License.

14. Miscellaneous

  • 14.1. Notice. All communications and notices required under this Agreement to be sent to MEDAZ shall be in writing, addressed as follows, and effective upon receipt at: MEDAZ.Net, LLC 1245 Whitehorse Mercerville Road, Suite 423 Hamilton, NJ 08619 Attn: Legal Department 14.2. Assignment. Only MEDAZ may assign its rights or delegate its obligations under this Agreement. You may not assign this Agreement or any of your rights or delegate any of your obligations without the prior written consent of MEDAZ. Any assignment contrary to this provision will be null and void.
  • 14.3. No Third-Party Beneficiaries. All rights and obligations of the parties hereunder are personal to them. This Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party. 14.4. Exclusion from Governmental Programs. You represent that neither you nor any of your employees or agents providing services hereunder have (i) been heretofore excluded, debarred, suspended or been otherwise determined to be, or identified as, ineligible to participate in any governmental program (collectively, the “Governmental Programs”) or are about to be excluded, debarred, suspended or otherwise determined to be, or identified as, ineligible to participate in any Governmental Program; (ii) received any information or notice, or become aware, by any means or methods, that you or any of your employees or agents are the subject of any investigation or review regarding participation in any Governmental Programs; or (iii) been convicted of any crime relating to any Governmental Program. You agree to notify MEDAZ within one (1) business day of becoming aware of any of the foregoing information, notice, actions or events during the Term of this Agreement. The listing of you or any of your employees or agents on the Office of Inspector General’s (“OIG”) exclusion list or OIG’s website for excluded individuals/entities shall constitute a breach of this Agreement and requires immediate written notice to MEDAZ. In the event that you or any of your employees or agents are excluded from any Governmental Program, this Agreement shall immediately terminate. Further, you agree to indemnify, defend, and hold MEDAZ and its subsidiaries, and its agents, contractors, employees, directors and officers harmless for any expenses, sanctions, penalties or fines incurred by MEDAZ as a result of your or any of your employees’, contractors’ or agents’ breach of this Section.
  • 14.5. 21st Century Cures Act. This agreement is intended to comply with the updates to the ONC Health IT Certification Program made by the 21st Century Cures Act, including the API Conditions and Maintenance of Certification requirements and the information blocking regulation. This Agreement provides all rights reasonably necessary for Developer to access the API in a production environment, develop products and services that are designed to interact with the API, and market, offer, and distribute products and services associated with the API. To the extent that any of the provisions of this Agreement does not comply with this Section or ONC Health IT Certification Program and its implementing regulations, it shall be considered null and void.
  • 14.6. Publicity. Other than as otherwise specifically permitted by this Agreement, you may not create, publish, or distribute any item (e.g., press release) that references MEDAZ without first submitting those items to MEDAZ for approval and receiving MEDAZ’s written consent. This Section shall be construed only to the extent that any restrictions or prohibitions herein are permissible under the ONC Criteria, including but not limited to 45 CFR § 170.403.
  • 14.7. Governing Law; Dispute Resolution. This Agreement shall be governed, construed and applied in all respects by the laws of the Commonwealth of New Jersey, without regard to any provision governing conflicts of law.

    Any and all controversies, claims, or disputes arising out of, relating to, or connected with this Agreement or your use of the MEDAZ API shall be referred to and settled by individualized arbitration administered by the American Arbitration Association (“AAA”) in accordance with the provisions set forth under the AAA’s Commercial Arbitration Rules and any other applicable rules and procedures (“Rules”) by a panel of three arbitrators appointed in compliance with the Rules. This includes all disputes over arbitrability. The Parties to this Agreement further acknowledge and agree that:
    • (a) the location of the arbitration, including the location of all arbitration hearings, shall be Boston, New Jersey; (b) the arbitral award shall address the costs and expenses of arbitration and all matters related thereto, including, the allocation of same between the parties; (c) the award of the arbitrators shall be final and binding upon the parties; and (d) the parties submit to the jurisdiction of the federal courts of New Jersey for the purposes of ratifying any award made pursuant to arbitration proceedings conducted in accordance with this clause and/or may enforce the award through such courts.
    By using the MEDAZ API, you expressly waive your right to pursue all controversies, claims, or disputes in court and instead must submit any such controversies, claims, or disputes to arbitration as described above.
  • 14.8. Waiver of Class and Joint Claims. Any arbitration (or, if arbitration of the action is not permitted by law, litigation) shall be solely on behalf of an individual person, and shall not be consolidated or joined with the claims of any other person or brought on behalf of a putative class unless previously agreed to in writing by both you and MEDAZ.
  • 14.9. Independent Contractors. The parties are independent contractors. This Agreement shall not be construed to create a joint venture or partnership between the parties. Neither party shall be deemed to be an employee, agent, partner or legal representative of the other for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other.
  • 14.10. Entire Agreement; Modifications. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes, and the terms of this Agreement govern, any other prior or collateral agreements with respect to the subject matter hereof. MEDAZ may change the terms of use set forth herein at any time. Your continued use of any of the MEDAZ APIs after changes are made will constitute your agreement to such changes. Your only recourse if you disagree with any of the terms or conditions of this Agreement or any changes to this Agreement, is to discontinue use of the MEDAZ Materials.
  • 14.11. Severability. If any provision of this Agreement shall be held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of this Agreement, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal, and enforceable comes closest to the original intentions of the parties hereto and has like economic effect.
  • 14.12. Section Headings. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
  • 14.13. Survival. The terms and conditions of Sections 4, 11, 12 and 14 shall survive any termination of this Agreement.