CGM APRIMA API Terms of Use

Effective December 9, 2022

By accessing or using our publicly available application programming interfaces and related documentation and materials (collectively, the “APIs”), including within a software application, website, tool, service, or product (“Application”), you are agreeing to comply with these terms and the FHIR API Documentation Guide (collectively, “API Terms”) with CGM Inc, eMDs, Inc. and all of their affiliates (collectively, “CGM US”, “we”, “us”, or “our”). You represent and warrant to us that you have the authority to accept these API Terms on behalf of yourself, a company, and/or other entity, as applicable. Please read the API Terms carefully and welcome.

Access to Our APIs

We make available publicly accessible APIs to support our customers and their patients’ ability to access, exchange and use electronic health information (“EHI”) within their organizations and with third parties. The section titled “Our Customers” applies to healthcare providers who have licensed our electronic medical record or practice management platforms (the “Platforms”) and are using the APIs or Applications in connection with such Platforms (“Customers”). The section titled “Developers” applies to parties that use the APIs to develop Applications that interact with our Platforms (“Developers”). Developers may be third parties or Customers. All other sections are applicable to our Customers, Developers and anyone else who may access or use the APIs or Applications.

Our Customers

These API Terms are incorporated into any agreement between you and us that governs your use of the Platforms. You control the Applications that connect to your instance of our Platforms. It is your responsibility to vet and test all Applications that you authorize for use in connection with our Platforms. By authorizing such connection, you are representing that you have confirmed that the Application functions appropriately, has the proper privacy and security safeguards, will not corrupt or otherwise interfere with your use of our Platforms, and will not adversely impact the integrity of our Platforms or the data stored therein. You acknowledge that we will not test or otherwise oversee the Applications that you authorize to interact with our Platforms.

You acknowledge responsibility for all activity of your users and others accessing the Application and Platform through or on your behalf. You are responsible for (i) identifying and validating individuals who you determine should be a user and deprovisioning such users when appropriate; (ii) assigning appropriate roles and access rights to such users; (iii) monitoring users’ access to and use of the Application and Platforms; (iv) acting upon any suspected or unauthorized access of information through the Application or Platform; and (v) ensuring each user’s compliance with these API Terms.

As between you and us, you are solely responsible for any and all liabilities and consequences that arise from or relate to the use of or inability to use any Application, or that arise from or relate to data transmitted by or through any Application or direct or indirect use of that data.

You agree to pay the annual fees set forth below for the development, deployment and upgrade of the APIs for each Application that you authorize to connect to your instance of our Platforms. Such fee will be due and payable in accordance with the payment terms set forth in the agreement between you and us that governs your access to the Platforms.

The fees above are effective for 2022 and 2023.  Thereafter, the annual fee will increase by average annual change based on CPI.

If you request additional value-added services from us related to your use of the APIs, we will charge you at our then-current hourly rates based on a mutually agreed upon statement of work.

Developers

You must create a new Developer Account or use an existing Developer Account prior to accessing any APIs. Developer Accounts can be created as set forth in the FHIR API Documentation Guide. When you establish your Developer Account, we may collect certain information from you such as contact information. You agree to keep all required information updated at all times. We will use such information in accordance with our Privacy Policy. In connection with your account, you may be issued unique access information in connection with your use of the API (each a “Login”). You may not sell, transfer, sublicense, or otherwise disclose your Login to any other party. You are responsible for maintaining the confidentiality of your Login. You agree to notify us immediately at legal@emds.com if you believe that your Login has been compromised. You are responsible for all activities that occur using your Login, regardless of whether such activities are undertaken by you or a third party.

Subject to your compliance with these API Terms, we grant to you a limited, revocable, non-exclusive, non-transferable right to access and use the APIs solely as necessary to (i) develop Applications that interact with our Platforms through the APIs; and (ii) deploy and enable the use of your Applications to access, exchange, or use EHI between your Application and our Platforms provided, however, such deployment, access, exchange or use of EHI in a Customer’s instance of our Platform must be pre-approved by such Customer or, if your Application is a patient-directed Application, the individual whose EHI is being accessed, exchanged or use. You may charge for your Application; however, you may not sell, rent, lease, sublicense, redistribute, or syndicate access to any of our APIs.

If you offer your Application for use by others outside your organization, you must maintain a user agreement and privacy policy for your Application, which is prominently identified or located where users download or access your Application. Your privacy policy must meet applicable legal standards and describe the collection, use, storage and sharing of data in clear, understandable, and accurate terms. You must promptly notify us in writing via email to legal@emds.com of any breaches of your user agreement or privacy policy that impact or may impact Customers.

You accept full responsibility and liability for your Application. Without limiting the foregoing, you are solely responsible for the design, configuration, security, development, testing, implementation, sale, licensing, deployment, implementation, use, maintenance and technical support of your Application. You are solely responsible and liable for all representations, warranties, support and other obligations made by you to any party including, but not limited to, Customers, related to your Application, including claims arising from product liability, breach of warranty, use or misuse of data, and intellectual property infringement. You warrant that you have implemented reasonable and appropriate safeguards to ensure the confidentiality, integrity, and availability of all EHI your Application creates, receives, maintains or transmits, and protect against impermissible uses or disclosures of EHI.

Compliance

You are solely responsible for your use of the APIs. You agree to comply with all responsibilities and obligations as stated in the API Terms and all applicable laws, rules and regulations relating to the use of APIs and the EHI that is accessed, used or exchanged in connection therewith.

Restrictions

You will not: (A) access our APIs in violation of any law or regulation, including but not limited to HIPAA, HITECH and 21^st Century Cures Act; (B) access our APIs in any manner that (i) compromises, breaks or circumvents any of our technical processes or security measures associated with the Platform, (ii) poses a security vulnerability to Customers or users of the Platform, or (iii) tests the vulnerability of our Platform, systems or networks; (C) attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how of our APIs or Platform except to the extent that such activity is expressly permitted by applicable law (despite a contractual prohibition on such activity), in which case you must give us a detailed, written notice at least 30 days prior to engaging in such activity that describes the nature and extent of the contemplated activity; or (D) attempt to use our APIs in a manner that constitutes excessive or abusive usage.

Our Rights to Audit and Suspend Access

We may monitor and audit your use of the APIs and other activities related to your obligations under the API Terms. We may suspend, throttle or otherwise limit an Application if we reasonably believe (i) an Application poses a threat to the operation, availability or security of our Platforms, (ii) an Application may be compromised, contain viruses, material bugs, defects or other errors, or (iii) you have violated the API Terms and failure to cure such violation within 10 business days of being notified by us of such violation.

Ownership & Proprietary Rights

You retain your ownership rights in your Application, and we own and will continue to own our APIs, documentation, and Platforms, including all related intellectual property rights therein. All of our rights not expressly granted to you in the API Terms are hereby retained by us.

Your Feedback is Welcome

The more suggestions we receive, the better our APIs become. If you send us any feedback or suggestions regarding the APIs or documentation, there is a chance we will use it, so you grant us an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to you. If we choose not to implement the suggestion, please don’t take it personally. We appreciate it, nonetheless.

Termination

You may terminate the API Terms by discontinuing use of our APIs. We may terminate the API Terms with or without cause, and without notice to you. Upon termination of the API Terms, all rights and licenses granted to you will terminate immediately. You understand that any APIs or documentation that are not made generally available but that are otherwise made available to you are our confidential information. Upon termination of the API Terms, you will promptly destroy copies of any documentation and any other of our confidential information in your possession or control.

Confidential Information

To the extent we provide you with our confidential information in connection the APIs, we will indicate that it is confidential and you agree to protect the confidentiality of that information and not to disclose it to third parties. Notwithstanding anything to the contrary, you are permitted to make certain communications about our certified products and services, including the APIs, in accordance with Section 4002 of the 21st Century Cures Act and 45 CFR 170.403 (the “Protected Communications”). You agree that any communications to third parties involving our confidential information will be within the scope of a Protected Communication and will include the least amount of our confidential information necessary to fulfill the purpose of the communication.

Representations; Disclaimer of Warranties

You represent and warrant that you have validly entered into the API Terms and have the legal power to do so. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE APIS, DOCUMENTATION AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED BY US ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE APIS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

Limitation of Liability

IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE API TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED US$100.

IN NO EVENT WILL WE HAVE ANY LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR REVENUES, LOSS OF DATA, OR LOSS OF BUSINESS, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EVEN IF COMPANY HAS BEEN APPRISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

The limitations under this “Limitation of Liability” section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this “Limitation of Liability” section allocate the risks under the API Terms between the parties, and the parties have relied on these limitations in determining whether to enter into the API Terms.

Application of Consumer Law

Our APIs are intended for use by businesses and organizations and not by individuals except in connection with an Application. To the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws do not apply. If, however, any consumer laws do apply and cannot otherwise be lawfully excluded, nothing in these API Terms will restrict, exclude or modify any statutory warranties, guarantees, rights or remedies you have, and our liability is limited (at our option) to the replacement or repair of the APIs.

Your Indemnification of Us

You will defend us from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to your violation of the API Terms or your violation of your user agreement or privacy policy (a “Claim Against Us”), and will indemnify us for all reasonable attorney’s fees incurred and damages and other costs finally awarded against us in connection with or as a result of, and for amounts paid by us under a settlement you approve of in connection with, a Claim Against Us. We must provide you with prompt written notice of any Claim Against Us and allow you the right to assume the exclusive defense and control and cooperate with any reasonable requests assisting your defense and settlement of such matter. This section states your sole liability with respect to, and our exclusive remedy against you for, any Claim Against Us.

Limitations on Indemnifications

Notwithstanding anything contained in the preceding section, (a) we will always be free to choose our own counsel if we pay for the cost of such counsel; and (b) no settlement may be entered into by you, without our express written consent (such consent not to be unreasonably withheld), if: (i) the third party asserting the claim is a government agency, (ii) the settlement arguably involves the making of admissions, (iii) the settlement does not include a full release of liability, or (iv) the settlement includes terms other than a full release of liability and the payment of money.

Survival

The sections titled “Our Rights to Audit and Suspend Access,” “Ownership & Proprietary Rights,” “Termination,” “Representations; Disclaimer of Warranties,” “Limitation of Liability,” “Your Indemnification of Us,” “Limitations on Indemnifications,” and “Survival,” as well as all of the provisions which by their terms or intent will survive any termination of the API Terms.

Publicity

You grant us the right to use your company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential developers and Customers, subject to your standard trademark usage guidelines as provided to us from time-to-time. If you use our name in connection with an Application, you may not use it to imply endorsement or approval of an Application or of any product or service. You may not use our logo.

Force Majeure

Neither we nor you will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

Relationship of the Parties; No Third-Party Beneficiaries

The parties are independent contractors. The API Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to the API Terms.

Email and CGM US Messages

Except as otherwise set forth herein, all notices we provide to you will be by email to the address we have on file for you or publicly posted if such notice is generally applicable to all Developers or Customers. Notices you provide to us will be sent to legal@emds.com. Notices will be deemed to have been duly given (a) the day after they are sent, in the case of notices through email; and (b) the same day, in the case of notices that are publicly posted.

Modifications to our APIs

We are still evolving, and so we need the flexibility to occasionally make changes to our APIs, including backwards incompatible changes. We will make reasonable efforts to maintain the compatibility of the APIs with the immediately preceding version of such API and give reasonable advanced notice prior to discontinuing such immediately preceding version. Also, parts of our API are undocumented, including certain methods, events, and properties. Given that these undocumented aspects of our APIs may change at any time, you should not rely on their behaviors.

Modifications to the API Terms

As our business evolves, we may change these API Terms and the documents referenced herein. If we make a material change to the API Terms or documents referenced herein, we will post such change on this page at least 30 days before the change becomes effective unless the change must become effective sooner in order to remain in compliance with applicable laws. You can review the most current version of the API Terms at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the API Terms. If you access our APIs after the effective date of a change, that access will constitute your acceptance of the revised API Terms or any documentation referenced herein.

Waiver and Severability

No failure or delay by either party in exercising any right under the API Terms will constitute a waiver of that right. No waiver under the API Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver. The API Terms will be enforced to the fullest extent permitted under applicable law. If any provision of the API Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the API Terms will remain in effect.

Assignment

Neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the API Terms in its entirety, without consent of the other party, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this section is void. A party’s sole remedy for any purported assignment by the other party in breach of this section will be, at the non-assigning party’s election, termination of the API Terms upon written notice to the assigning party. Subject to the foregoing, the API Terms will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

Governing Law and Vendue

Texas law will govern all disputes arising out of or relating to the API Terms, regardless of conflict of laws rules. These disputes will be resolved exclusively in the federal or state courts of Travis County, and you and we consent to personal jurisdiction in those courts.

Entire Agreement

These API Terms, together with all documents referenced herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in these API Terms and any other documents or pages referenced in these API Terms, the following order of precedence will apply: (A) the API Terms, (B) FHIR API Documentation Guide, and (C) any other documents or pages referenced in the API Terms including any other agreements between you and us, if you are a Customer.