CONCEPTUAL MINDWORKS, INC.
SEVOCITY® EHR FHIR (CURES) API
GENERAL TERMS AND CONDITIONS OF USE AGREEMENT
The terms set forth below are the Terms and Conditions of Use between you and the entity on whose behalf you will be using the API described herein, (collectively, “you” or “Developer”), and Conceptual MindWorks, Inc., a Texas corporation (“CMI”) d/b/a Sevocity, the owner of SEVOCITY® EHR and SEVOCITY® EHR FHIR (CURES) API (collectively, “SEVOCITY®“) and constitute a legal and binding agreement. By accessing SEVOCITY®, you agree that you, and the business on whose behalf you are acting, agree to all of the terms and conditions set forth below (this “Agreement”). In addition, you agree to comply with the technical documentation and requirements, be vetted by CMI, and pay any applicable fees.
CMI hereby grants you a non-exclusive, non-transferable, limited, revocable license to access SEVOCITY® for the purposes described herein, under the terms and conditions set forth in this Agreement.
- You shall use SEVOCITY® only to assist in the development of software applications (“Developer Applications“) that will access patient health care information, including Protected Health Information (“PHI“), of patients with health Information in SEVOCITY®.
- You agree to comply with the SEVOCITY® EHR FHIR (CURES) API technical documentation and requirements. You understand that CMI may limit your use of the SEVOCITY® EHR FHIR (CURES) API.
- You shall not distribute, sell, lease, license, or transmit SEVOCITY® to any third party or use SEVOCITY® on behalf of any third party. You shall not sublicense, copy, record, reproduce, reverse engineer, publish, translate, or transfer possession, reverse compile or disassemble or prepare derivative works from SEVOCITY®.
- You shall not introduce or permit to be introduced into SEVOCITY® any virus, worm, Trojan horse or other software routine program or mechanism to permit unauthorized access into, to disable, to erase in whole or in part or otherwise to adversely affect SEVOCITY®.
- You accept full responsibility and liability for any Developer Applications that connect to or integrate to the SEVOCITY® EHR FHIR (CURES) API. You are solely responsible and liable for all representations, warranties, support, and other obligations made by you to any third party related to your Developer Applications.
- You agree to be responsible for and to comply with:
(i) all requirements needed to develop Developer Applications to interact with the SEVOCITY® EHR FHIR (CURES) API;
(ii) all requirements needed to distribute, deploy, and enable the use of Developer Applications in productivity environments that use the SEVOCITY® EHR FHIR (CURES) API;
(iii) all requirements needed to use Developer Applications, including to access, exchange, and use electronic health information by means of the SEVOCITY® EHR FHIR (CURES) API;
(iv) all requirements needed to use any electronic health information obtained by means of the SEVOCITY® EHR FHIR (CURES) API;
(v) all requirements used to verify the authenticity of API users; and
(vi) all requirements used to register Developer Applications.
Violation or default by you of any requirements or restrictions set forth in this Section 2 shall constitute breach of a material provision of this Agreement. You understand that CMI may restrict or condition access and use at any time if it reasonably believes that such continued access or use will imminently and materially disrupt, degrade or injure continued function or use of SEVOCITY®.
You warrant to CMI that you:
- are authorized by the entity on whose behalf you will be using the SEVOCITY® EHR FHIR (CURES) API to bind them to this Agreement, and that you have the legal right and ability to agree to and comply with this Agreement;
- are not barred from using APIs or receiving patient health care information under the applicable laws of the United States;
- are authorized to access any PHI that you request through SEVOCITY®;
- will use SEVOCITY® and all information obtained from SEVOCITY® in accordance with all applicable laws, and in particular, with applicable federal and state security and privacy laws and regulations; and
- have implemented reasonable security measures, systems, and procedures to (i) ensure the confidentiality, integrity, and availability of all electronic health information your Developer Applications creates, receives, and maintains, or transmits, (ii) identify and protect against reasonably anticipated threats or hazards to the security or integrity of your Developer Applications or the electronic health information, and (iii) protect against reasonably anticipated, impermissible uses or disclosures of the electronic health information.
SECURITY, CONFIDENTIALITY, PROPRIETARY INFORMATION, AND MONITORING.
(a) Security. You shall take reasonable steps to maintain the security of SEVOCITY® and information in SEVOCITY®‘s possession. You acknowledge that no security measures are perfect and that security breaches may occur despite commercially reasonable efforts. You shall promptly report to CMI any material system, equipment, or software malfunction, error, breakage, or breach that involves the security of SEVOCITY® or data in SEVOCITY® that you detect or that you believe is imminent or is likely to have occurred. You shall reasonably cooperate with CMI in efforts to reduce the effects of any such malfunction, error, breakage, or breach, to mitigate damage and restore lost code or data.
(b) Confidentiality. You shall comply fully with all applicable provisions of any privacy and/or security regulations promulgated pursuant to HIPAA, HITECH, or any other federal or state applicable law.
(c) Proprietary Information. SEVOCITY®, all related intellectual property, and the activities and functions performed by CMI shall be and remain the exclusive property of CMI. All derivative works prepared from SEVOCITY® and all analysis of non-protected health information shall be and remain the exclusive property of CMI. You may not use any of CMI’s trademarks, service marks, or logo without prior written permission from CMI.
(d) Monitoring. CMI may monitor and audit your use of the SEVOCITY® EHR FHIR (CURES) API access by you for compliance, collecting feedback, improving the API, and assessing the quality of service. CMI may implement data throttling to prevent overload of or damage to the SEVOCITY® EHR FHIR (CURES) API or SEVOCITY®. Any violation of this Agreement by you may result in restricted or suspended access to SEVOCITY® EHR FHIR (CURES) API.
(a) EXCEPT AS EXPRESSLY PROVIDED HEREIN, CMI DOES NOT MAKE NOR SHALL IT BE DEEMED TO HAVE MADE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, DIRECTLY OR INDIRECTLY, WHETHER EXPRESS OR IMPLIED WITH RESPECT TO SEVOCITY®; AND CMI EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, DESIGN, OPERATION, FITNESS FOR A PARTICULAR PURPOSE, NONINTERFERENCE WITH INFORMATION, AND ACCURACY OF INFORMATIONAL CONTENT AND ALL WARRANTIES ARISING FROM CONDUCT, COURSE OF DEALING OR CUSTOM OR USAGE IN TRADE.
(b) You acknowledge and agree that SEVOCITY® involves complex computer hardware and software that is not necessarily free from defects or able to operate without interruption and that CMI does not warrant the same. CMI does not warrant that SEVOCITY® is free from errors or defects and shall not be responsible with respect to any liabilities arising therefrom; and, SEVOCITY® and each part or aspect of it is provided “AS IS.” CMI makes no warranty and shall not be responsible with respect to the results that may be obtained from the use of SEVOCITY® or the accuracy, reliability, or functionality of any data or other information retrieved by you in connection with SEVOCITY®.
(c) Under no circumstances shall CMI be responsible for the acts or omissions of third party sources. CMI is not responsible for the accuracy, reliability, or functionality of any third party information, CMI makes no warranty concerning the same, and, all third party information is provided on an “AS IS” basis only.
(d) CMI makes no warranty and shall not be responsible with respect to any interception, access, loss, impairment, delay, corruption, or damage of any outbound code or data after the packet leaves the back end of CMI’s Internet server or of any inbound code or data before the packet enters the back end of CMl’s internet server.
You and the business for whom you act agree to indemnify and hold harmless CMI and CMl’s officers, directors, agents, employees, and contractors from and against any and all claims, damages, and costs (including reasonable attorneys’ fees) resulting from or arising out of your use of SEVOCITY®, your negligence, your tortious act, your breach of the warranties in Section 3, or your breach of any of the obligations in Section 4.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, CMI SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER, OR ANY DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT.
(a) Entire Agreement; Assignment; Modification. This Agreement together with the technical documentation and requirements and additional applicable terms specified on CMI’s website where this Agreement is located, constitutes the entire agreement between the parties. You may not assign this Agreement without the prior written consent of CMI. CMI may assign this Agreement at any time. CMI has the right to modify this Agreement at any time and such modifications shall be published at this website or may be sent directly to you. Your continued access to or use of SEVOCITY® or the SEVOCITY® EHR FHIR (CURES) API shall constitute binding acceptance of the modified terms.
(b) Force Majeure. No failure, delay or default in performance of any obligation under this Agreement shall constitute an event of default or a breach of representation or warranty under this Agreement if and to the extent it is caused by a strike; fire; legal act of a public authority; unavoidable casualty; civil disorder; vandalism; war; act of terrorism; inclement weather; failure of the Internet; failure or error of any Internet access provider; failure or impairment of any lines of transmission belonging to any third party; failure or impairment of any third party server, router, other equipment or software through which Internet transmissions occur; or, other extraordinary cause if such cause or condition is beyond the reasonable control of the party otherwise chargeable, for so long as such cause or condition continues and for a reasonable period of time thereafter.
- Governing Law. The laws of the State of Texas, excluding its conflicts laws, shall govern this Agreement and the entire relationship between the parties hereto, and all matters arising out of or relating to this Agreement. Venue shall be in Bexar County, Texas. The U.N. Convention for the International Sale of Goods shall not apply to this Agreement.
- Arbitration. In the event of a dispute that you and CMI have been unable to resolve in a timely manner through good faith negotiations, such dispute shall be resolved by binding arbitration according to the rules of the American Arbitration Association. Notwithstanding the foregoing, either party may seek injunctive relief in court to prevent imminent harm, on condition that such party shall immediately submit the controversy to arbitration pursuant to this Section.
- Severability. If any portion of this Agreement is held to be invalid, unenforceable or in violation of any law, such provision shall not affect or impair the validity and enforceability of the remainder of this Agreement, and the arbitrator or court making such determination shall have the power to alter or amend such provision so that it shall be enforceable consistent with the intention of the parties.
(f) Notice. You must give any notices to CMI via certified mail or overnight delivery at Conceptual MindWorks, Inc., 13409 NW Military Hwy., Suite 201, San Antonio, Texas 78231. CMI may give notices to you through this website or another method.