FHIR API Terms of Service for App Developers

This FHIR API Terms of Service Agreement ("Agreement") is an agreement between MDLand ("MDLand") and you for the purpose of setting forth the terms and conditions pursuant to which you may access and use the MDLand Materials (defined below).

Except as exigent circumstances require, in the event of changes to this Agreement, MDLand 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 MDLand APIs and comply with this Agreement. The most current version of this Agreement, which is available at the following link:

https://fhir.mdland.net/

will supersede all previous versions. Your use of any of the MDLand 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 MDLand Materials. MDLand 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 MDLand in the future for additional licenses and services relating to the MDLand 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 MDLand. The terms and conditions of this Agreement shall govern your use of the MDLand Materials.

2. Definitions

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

"API Documentation" means all MDLand API business and technical documentation, including the user, installation, and other manuals and literature relating to the use and operation of the MDLand Materials whether in printed form, electronic form, or available online at www.fhir.mdland.net/.

"API Key" means a unique string identifying a MDLand API user (e.g., you) that is passed to MDLand in a MDLand API request.

"Developer Application" means any Developer software client that uses MDLand 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 MDLand Materials.

"MDLand APIs" means the MDLand FHIR APIs for provider-centric and backend and bulk FHIR Apps, which comprises format-based services providing programmatic access to certain data generated by MDLand. These do not include the patient facing FHIR APIs offered by MDLand's affiliate or any other APIs offered by MDLand.

"MDLand Data" means the data, photographs, and other materials provided by MDLand through the MDLand APIs. Such data may also include information and materials stored in association with electronic health records software.

"MDLand Links" mean webpage URLs, banners or button advertisements, or other graphical or text elements, provided by MDLand through an MDLand API and containing one or more MDLand Marks and a link to a page on MDLand's website.

"MDLand Marks" means all registered and unregistered MDLand trademarks, trade names, service marks, and logos.

"MDLand Materials" means the API Documentation, MDLand APIs, MDLand Links, MDLand Marks, and MDLand 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 MDLand.

"United States Core Data for Interoperability" or "USCDI" means any MDLand 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. MDLand Developer Program

3.1. You understand and agree that the MDLand APIs require Developer Applications and Developer Sites to use USCDI as a technical requirement.

3.2. With exception to USCDI, MDLand reserves the right to change the contents of the MDLand Data including, but not limited to, excluding categories from such MDLand Data from time to time in its sole discretion. MDLand 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 MDLand 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 MDLand

5.1. License

On the terms and subject to the conditions set forth in this Agreement, MDLand grants you:

  1. a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable, royalty-free license during the Term to use the MDLand 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"),
  2. the ability to access Third-Party Data through the MDLand APIs, and
  3. to possess the API Documentation and MDLand APIs.

The provisions of this Agreement will be applicable to all updates, revisions, or substitutions of the MDLand APIs, and any copies of the MDLand APIs made by or for you. All rights not expressly granted to you are reserved by MDLand.

5.2. Ownership

You acknowledge that MDLand now and at all times hereafter is the exclusive owner of all right, title, and interest in and to all MDLand Materials other than the Third-Party Data and that you receive and acquire no licenses with respect to any MDLand 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 MDLand Materials, or any part of these items or in any derivative work of these items.

Except for the right to use the MDLand 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 MDLand, 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 MDLand Marks (as determined by MDLand in the exercise of its reasonable business judgment) or in such a way as to create combination marks. You acknowledge and agree that MDLand is advising you that MDLand 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 MDLand Materials or any portion thereof and will not use the MDLand 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:

  1. modify or create derivative works of the MDLand Materials;
  2. sublicense, lease, rent, assign, distribute, repackage, rebrand, or otherwise transfer or disclose the MDLand Materials or any portion thereof to any third party except as expressly permitted in this Agreement;
  3. use the MDLand 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;
  4. distribute the MDLand Materials as a standalone product;
  5. reverse-assemble the MDLand Materials without the prior written consent of MDLand;
  6. access, reverse engineer, or make available to any third-party an interface or functionality not expressly included in the MDLand Materials, or otherwise documented by MDLand for public use;
  7. use the MDLand 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;
  8. use the MDLand Materials in any manner or for any purpose that violates any law or regulation;
  9. use the MDLand Materials to operate life support, or other mission critical application where human life or property may be at stake;
  10. sell, lease, share, transfer, or sublicense the MDLand Materials or access or access codes thereto or derive income from the use or provision of the MDLand Materials, whether for direct commercial or monetary gain or otherwise, without MDLand's prior, express, written permission;
  11. use the MDLand Materials in a manner that exceeds reasonable request volume or constitutes excessive or abusive usage;
  12. 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 MDLand Materials;
  13. cause, assist, or permit any third party to do any of the foregoing.

5.4. Fees

The fees associated with the use of the MDLand APIs are available on https://www.mdland.com/resources/certified-ehr-technology/. These fees represent a subset of the interoperability technology and services that MDLand 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 MDLand team for more information.

MDLand may periodically review the fees charged under this Agreement. MDLand 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 MDLand API after receiving notice of the change in fees, you may terminate this Agreement upon ten (10) days' notice.

5.5. Use of MDLand Marks

Under no circumstances may you use any MDLand Marks for any purpose other than the placement of MDLand 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 MDLand'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 MDLand 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 users 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 MDLand 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;
  • unauthorized access to or use of MDLand Data (including any USCDI obtained through MDLand)

(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 MDLand in writing of the Security Breach.

You will thereafter, at your sole expense:

  1. cooperate fully with MDLand and provide MDLand with all information reasonably requested by MDLand in connection with the Security Breach;
  2. diligently investigate the breach or potential breach as instructed by MDLand or with MDLand's participation as requested;
  3. use best efforts to remediate the effects of the breach or potential breach to the reasonable satisfaction of MDLand;
  4. perform a root cause analysis and prepare a corrective action plan;
  5. provide written reports of its findings and proposed actions to MDLand for its review and approval;
  6. remediate such Security Breach to prevent its recurrence.

You shall immediately notify MDLand 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

MDLand 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. MDLand 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
  • update your internal security processes if the current processes are no longer industry-standard or sufficient
  • use encryption technologies when sending sensitive data and storing sensitive information at rest
  • protect authentication credentials provided by MDLand or the customer, such as usernames, user passwords, access tokens, or refresh tokens
  • 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
  • conduct security testing on your app and address any vulnerabilities discovered therein

You and your apps will not corrupt or otherwise cause material inconsistencies in any data used by your apps.

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 MDLand 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 MDLand 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 MDLand 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 MDLand. In addition to all other rights available to MDLand (including those in Section 13), MDLand 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 MDLand in accordance with Section 6, above, you must include the MDLand API badge on the Developer Site and the Developer Application displaying MDLand Data.

9.4. You will not include rel="nofollow" when rendering hyperlinked MDLand Data returned by a MDLand API.

9.5. No substitution shall be made for page URLs included in the MDLand Materials, and the MDLand 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 MDLand 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 MDLand) 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 MDLand Data.

9.8. You will not sell, lease, share, transfer, or sublicense the MDLand API Keys, whether for direct commercial or monetary gain or otherwise, without MDLand's prior, express, written permission.

9.9. You acknowledge and agree that MDLand may collect and use any and all data arising from your use of the MDLand API, including usage statistics, IP addresses, and information on which services within the MDLand 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 MDLand Data or MDLand's software to vulnerability@mdland.com.

9.13. You will complete any applicable documentation required by MDLand related to the Developer Application or any upgrade to the Developer Application.

9.14. You will abide by MDLand's requirements and application development controls when submitting Licensee's logo for display.

9.15. Access to the MDLand APIs and other MDLand Materials shall be solely through the Developer Application and Developer Site and displayed only to End Users. The MDLand 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. MDLand is not acting as a "Reseller" for you and MDLand 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, MDLand 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 MDLand by way of this Agreement or any other agreements the Parties may have in place does not entitle you to attend MDLand conferences and events. For more information, you should reach out to your MDLand 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 MDLand 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 MDLand and MDLand does not endorse or certify the app or the app's security or safety. End User agrees not to hold MDLand (or its affiliates or subsidiaries) liable for any problems, injuries, or claims that arise from the use of the Developer App. MDLand 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 MDLand and the End User.

10. Indemnification

10.1.

You will indemnify, defend, and hold harmless MDLand, 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:

  1. 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 MDLand Materials;
  2. 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
  3. 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 MDLand of any Claims within a reasonable time and MDLand 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 MDLand admits liability, or in connection with which MDLand's IPR may be limited or compromised, without MDLand's prior written approval, which MDLand may provide in its sole discretion.

10.2.

You will promptly notify MDLand of:

  1. any Claims of which you have knowledge, that the MDLand Materials infringe, misappropriate or may infringe or misappropriate the IPR of another;
  2. any determination, discovery, or notification that any party is or may be infringing the IPR of MDLand; or
  3. any actual or threatened breach of any agreement of which you become aware.

You will provide MDLand with reasonable assistance in enforcing MDLand's IPR under the provisions of the Agreement.

11. Disclaimer of Warranties

THE MDLAND MATERIALS ARE PROVIDED "AS-IS" AND "AS AVAILABLE." MDLAND EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE MDLAND MATERIALS, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. MDLAND DOES NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, OR ADEQUACY OF THE MDLAND MATERIALS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MDLAND, 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 MDLAND MATERIALS ARE NOT INTENDED TO REPLACE YOUR PRIMARY ORGANIZATIONAL, MANAGEMENT, AND COMMUNICATION SYSTEM. MDLAND MATERIALS ARE NOT BUILT FOR ERROR-FREE ACCESS AND INTERRUPTIONS, CRASHES, DOWNTIME, DELAYS, AND LATENCY MAY OCCUR FROM TIME TO TIME. THE MDLAND MATERIALS ARE NOT FAULT TOLERANT AND ARE NOT DESIGNED OR INTENDED FOR USE WHERE THE FAILURE OF MDLAND MATERIALS COULD LEAD TO DEATH, PERSONAL INJURY, OR ENVIRONMENTAL DAMAGE. THE MDLAND 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 MDLAND MATERIALS IS AT YOUR OWN RISK. MDLAND 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 MDLAND MATERIALS OR OTHERWISE ARISING UNDER THIS AGREEMENT, EVEN IF MDLAND 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. MDLAND'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 MDLAND 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 MDLAND 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, MDLAND'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 MDLand's reasonable determination, Developer's use of the MDLand APIs presents a danger to patient safety or is impermissible under applicable law or applicable ONC Criteria, MDLand 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. MDLand 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 MDLand APIs and other MDLand 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 MDLand shall be in writing, addressed as follows, and effective upon receipt at:

MDLand International

PO Box 650037

Fresh Meadows, NY 11365

14.2. Assignment

Only MDLand 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 MDLand. 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:

  1. 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;
  2. 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;
  3. been convicted of any crime relating to any Governmental Program.

You agree to notify MDLand 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 MDLand. 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 MDLand and its subsidiaries, and its agents, contractors, employees, directors and officers harmless for any expenses, sanctions, penalties or fines incurred by MDLand 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 MDLand without first submitting those items to MDLand for approval and receiving MDLand'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 State of New York, 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 MDLand 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:

  1. the location of the arbitration, including the location of all arbitration hearings, shall be New York, New York;
  2. the arbitral award shall address the costs and expenses of arbitration and all matters related thereto, including, the allocation of same between the parties;
  3. the award of the arbitrators shall be final and binding upon the parties; and
  4. the parties submit to the jurisdiction of the federal courts of New York 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 MDLand 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 MDLand.

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. MDLand may change the terms of use set forth herein at any time. Your continued use of any of the MDLand 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 MDLand 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.

← Back to Documentation