FHIR API Terms of Service for App Customers

This Customer FHIR API Subscription Agreement (the "API Agreement") is entered into by and between MDLand International and its affiliates ("MDLand") and the MDLand customer that has accepted this API Agreement ("Customer").

The MDLand FHIR APIs enable the connectivity from MDLand's EMR to patient-facing, provider-facing, and backend/bulk applications ("Third-Party Applications"), which provides a means for the Third-Party Applications to access required data elements from MDLand's EMR as defined in the API Certification Criteria in 45 CFR 170.315(G)(10).

Third-Party Applications are owned and licensed by entities not owned, operated, or affiliated with MDLand ("Third-Party" or "Third-Parties"). The Customer understands that these Third Parties may have additional terms and conditions regarding use and access to their Third-Party Applications ("Third-Party Terms"). The Customer also agrees to have the proper license to use any Third-Party Applications as well as any additional documentation (including but not limited to any "Data Use" or "Business Associate" agreement, as applicable) with the Third Party prior to accessing the Third-Party Applications, if applicable. The Customer is solely responsible for activating the applicable Third-Party Applications for use by the Customer. The Customer acknowledges that MDLand is not a party to any agreement that may take place between the Customer and the Third-Party Applications. The Third-Party Applications are solely responsible for the Applications and any errors, issues, bugs or content (Issues") within the Applications shall be managed by the Third-Party Applications. MDLand customer support team is not responsible for troubleshooting any Issues regarding the Third-Party Applications.

This API Agreement provides the Customer with a license to use the MDLand FHIR APIs across the Customer's enterprise and with Third Parties (whether chosen by the Customer or the Customer's patients) subject to the terms below and in conjunction with the Customer's licensed use of MDLand Software.

In consideration of the mutual covenants set forth below, MDLand and the Customer agree as follows:

1. Definitions

All capitalized terms used in this API Agreement will have the meanings assigned to them in this API Agreement (including in Appendix A).

2. License to Use MDLand FHIR APIs

For the term of this API Agreement (as described in Section 8), MDLand grants the Customer a non-exclusive license to use the MDLand FHIR APIs across the Customer's enterprise (including with affiliated healthcare organizations that are permitted to access the Customer's MDLand Software) and with other Third Parties, subject to this API Agreement and only in conjunction with the Customer's licensed use of MDLand Software. This grant is non-transferable and includes the rights reasonably necessary for the Customer to access and use the MDLand FHIR APIs with the Customer's MDLand Software environments. This API Agreement does not give the Customer ownership of any part of the MDLand FHIR APIs or the API Support Materials.

3. Responsibilities and Third Party Requirements

As a licensee of the MDLand FHIR APIs, the Customer has the responsibilities described in Section 3.a. below. Products chosen by the Customer's patients should be able to access data elements through APIs. The responsibilities outlined in Section 3.a. do not apply when the Customer use the MDLand FHIR APIs to respond to requests to access, exchange, and use data elements that originate from Products chosen by the Customer's patients or Third Parties acting on behalf of the Customer's patients (pursuant to a valid authorization or consent).

a. Responsibilities

The Customer is solely responsible for all liabilities and consequences, including performance issues, fines assessed against the Customer by the government and loss of reimbursement, that arise from the Customer, Third Parties', or the Customer's patients' use of or inability to use any Product. Among other things, this means the Customer is responsible for the following, all to the extent permitted by applicable law:

  1. vetting each Third Party and Product to assure the accuracy, completeness, and appropriateness of any Products before the Customer enables such Product to interact with the MDLand FHIR APIs and MDLand Software;
  2. confirming the accuracy and relevance of information made available to or from Products through the MDLand FHIR APIs;
  3. ensuring Third Parties and Products meet the Customer's organization's security and privacy requirements, and appropriate audit trails are maintained in each Product;
  4. establishing unavailability procedures that will permit the Customer to preserve their operations if a MDLand FHIR API or Product becomes unavailable;
  5. ensuring all use of the MDLand FHIR APIs is in accordance with the purposes for such MDLand FHIR APIs described in the API Support Materials;
  6. maintaining appropriately current versions of MDLand Software, including promptly applying updates to MDLand Software to address identified issues with MDLand FHIR APIs;
  7. assessing, planning for, and mitigating potential impacts of planned or unplanned downtimes of MDLand Software on Third Parties and Products;

b. Additional Responsibilities

As between the Customer and MDLand, the Customer is responsible for the compliance of any Product (including the Customer's use of it) with applicable laws and regulations and for determining under what circumstances data elements may be exchanged with Products. The Customer will be responsible for all of its own costs to use the MDLand FHIR APIs, including any costs from the Customer's hosting or infrastructure provider. The Customer is responsible for maintaining the appropriate software, hardware, and other technology needed for the Customer and Third Parties to use the MDLand FHIR APIs. MDLand may monitor the Customer's use of the MDLand FHIR APIs to verify the Customer's compliance with this API Agreement, to inform its calculation of any applicable fees payable under this Agreement, to develop or improve software and services, and to attempt to assess any potential quality, performance, and security impacts of Products on MDLand Software.

4. API Use Considerations and Recommendations

MDLand provides information on recommended practices when working with the MDLand FHIR APIs and Third Parties at https://fhir.mdland.com. This information might be a useful reference as the Customer evaluates how they will use APIs and work with Third Parties as a part of their overall interoperability efforts.

5. Subscription and Other Fees

The fees associated with the use of the MDLand FHIR APIs are available on https://www.mdland.com/resources/certified-ehr-technology/. The MDLand FHIR APIs available 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. 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 FHIR APIs after receiving notice of the change in fees, you may terminate this Agreement upon ten (10) days' notice.

6. Support for the MDLand FHIR APIs

As long as the Customer remains an MDLand Customer, MDLand will maintain and support the Customer's use of the MDLand FHIR APIs as reasonably necessary to enable the effective development, deployment, and use of the MDLand FHIR APIs with MDLand Software.

MDLand's support of the MDLand FHIR APIs will include:

  1. consultation and assistance, including reasonable cooperation with the Customer and Third Parties, to help the Customer enable use of the MDLand FHIR APIs with MDLand Software,
  2. Updates, and
  3. reasonable workarounds when necessary to help address API Errors.

MDLand may have access to and may receive Protected Health Information (as defined in HIPAA) from the Customer in connection with its provision of support services for the MDLand FHIR APIs. Any access to Protected Health Information pursuant to MDLand's performance of services under this API Agreement will be governed by the HIPAA business associate terms in place between the Customer and MDLand pursuant to a separate agreement, but the liability between the parties related to such access will be governed solely by this API Agreement.

MDLand's support under this Section 6 does not include troubleshooting or correcting issues with Products, or issues that may be caused by Products connecting to the Customer's MDLand Software through the MDLand FHIR APIs, including:

  • data corruption or other data-related errors;
  • security vulnerabilities;
  • privacy breaches;
  • user or system performance degradation;
  • failure of Products and MDLand Software to function with one another as intended, including when the Customer makes configuration changes or updates to MDLand Software.

7. Changes to these Terms and the MDLand FHIR APIs

MDLand may change this API Agreement from time to time in accordance with this Section 7, and unless MDLand specifies otherwise, changes will be effective upon the date indicated in the updated terms posted on https://fhir.mdland.com.

MDLand will inform the Customer of any material changes to the Customer's obligations under this API Agreement at least thirty (30) days in advance of the effective date of such changes. However, modifications to this API Agreement to reflect changes to the law or regulatory guidance will become effective immediately.

The Customer's continued use of the MDLand FHIR APIs after changes to this API Agreement (including to the subscription rates) become effective means that the Customer has accepted the changes.

MDLand also may modify, suspend, or terminate its provision and support of certain APIs in the MDLand FHIR APIs from time to time, with or without notice and in its sole discretion, subject to the remainder of this section. Except as exigent circumstances require, MDLand will provide the Customer advance notice of any material changes to the FHIR APIs or related terms of this API Agreement to give the Customer a reasonable opportunity to work with Third Parties to preserve compatibility with the FHIR APIs and comply with such updated terms. MDLand will make reasonable efforts to avoid disrupting the Customer's use of the FHIR APIs.

8. Term and Termination

This API Agreement is effective as of the date the Customer accepts these terms. This API Agreement (including all licenses granted under its terms) will continue in effect until it is terminated in accordance with this Section 8, subject to any suspension of rights under Section 5.d.

The Customer may end their use of all of the MDLand FHIR APIs in accordance with Section 5.d. above. A party (the "Notifying Party") may terminate this API Agreement if the other party (the "Breaching Party") materially breaches its obligations and does not cure the breach within sixty (60) days of receipt of notice from the Notifying Party. The notice will be provided in accordance with Section 14.g., will state it is a notice of material breach of this API Agreement, and will describe the breach in sufficient detail to permit the Breaching Party to cure the breach.

This API Agreement will automatically terminate if the Customer is no longer an MDLand Customer.

In the event of any termination of this API Agreement, the Customer will:

  1. end all use of the MDLand FHIR APIs, affirm to MDLand that the Customer has ended use of such APIs, and permit MDLand to disable the Customer's access to the MDLand FHIR APIs, and
  2. promptly pay MDLand any outstanding subscription fees, if applicable, that the Customer incurred pursuant to this API Agreement prior to the effective date of such termination.

9. Confidentiality

MDLand Confidential Information means, except as provided below, all information concerning: the functionality, operation, use, code, data structures, development, implementation, or maintenance of MDLand Software.

MDLand Confidential Information excludes API Support Materials, as well as information:

  1. generally available to the public without fault by the Customer;
  2. rightfully known by the Customer non-confidentially before MDLand first provides the Customer access to such information;
  3. independently developed by the Customer without the use of any MDLand Confidential Information; or
  4. rightfully obtained by the Customer from a third party with the right to disclose it non-confidentially.

This API Agreement does not provide the Customer a right to disclose MDLand Confidential Information to Third Parties. The Customer will ensure that any communications involving MDLand Confidential Information are within the scope of the protected subject areas in Section 4002 of the 21st Century Cures Act and 45 CFR 170.403.

10. Disclaimers

The MDLand FHIR APIs and API Support Materials may include inaccuracies and errors. MDLand provides the Customer the MDLand FHIR APIs and API Support Materials for the Customer's convenience and provides them to the Customer AS-IS WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND.

ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE DISCLAIMED, INCLUDING WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE AND TITLE, AND ANY IMPLIED WARRANTY AGAINST INTERFERENCE WITH THE CUSTOMER'S USE OF THE MDLAND FHIR APIS, API SUPPORT MATERIALS, https://fhir.mdland.com OR AGAINST INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTIES THAT THE MDLAND FHIR APIS, API SUPPORT MATERIALS, OR DATA TRANSMITTED THROUGH THE MDLAND FHIR APIS ARE ERROR-FREE.

MDLand makes no representations or warranties as to, and disclaims any responsibility for, the accuracy, completeness, or compliance of any Product. For clarity, this Section 10 is not intended to disclaim or obviate MDLand's support commitments as set out in Section 6 of this API Agreement.

11. Indemnification

Access to the MDLand FHIR APIs through the Customer's MDLand Software will be under the Customer's control, and MDLand will have limited knowledge of the Products using the MDLand FHIR APIs to interact with the MDLand Software. The Customer is solely responsible for making their own determination as to the suitability of the API Support Materials and the MDLand FHIR APIs for the Customer's purposes prior to use.

MDLand cannot and does not endorse, certify, or verify the functionality, integrity, safety, security, performance, or practices of the developers who use the MDLand FHIR APIs for their software. Therefore, the Customer agrees that to the extent permitted by the law applicable to the Customer, the Customer will indemnify, defend, and hold harmless Indemnitees from and against any Claim brought by a third party arising out of or in any way related to:

  1. the Customer's use of or inability to use the MDLand FHIR APIs, or
  2. a third party's use of or inability to use the MDLand FHIR APIs on the Customer's behalf or for the Customer's benefit, or on behalf of the Customer's patients.

The Customer will obtain MDLand's written consent before entering into any judgement or settlement that involves an Indemnitee.

The indemnification under this Section 11 will not apply to a Claim if, in MDLand's good faith determination, all of the following are true (the "Indemnification Exception"):

  1. MDLand's sole negligence with respect to an API Error is the proximate and direct cause of the event giving rise to the Claim;
  2. no failure of the Customer or Third Parties to use the MDLand FHIR APIs appropriately and in accordance with the API Support Materials is a cause of the Claim; and
  3. no failure of the Customer to satisfy the responsibilities outlined in Section 3 is a cause of the Claim.

If MDLand has determined that the Indemnification Exception does not apply to a Claim, and a court makes a final determination that MDLand is liable for such Claim, then within a reasonable period of time following such decision by the court, the Customer may require MDLand to participate in a review by a mutually agreed qualified arbitrator of whether the Indemnification Exception should apply to such Claim. To be qualified, the arbitrator must have sufficient practical expertise in healthcare technology, as determined by MDLand.

12. Limitation on Liability

MDLAND WILL NOT BE LIABLE FOR INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, ENHANCED, CONSEQUENTIAL, OR INDIRECT DAMAGES, OR LOSS OF BUSINESS, PROFIT OR REVENUE, ANTICIPATED SAVINGS, GOODWILL, OR REPUTATION, EVEN IF MDLAND WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES OR THEY WERE OTHERWISE FORESEEABLE.

THE TOTAL MAXIMUM LIABILITY OF EITHER PARTY FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS API AGREEMENT AND USE OF THE MDLAND FHIR APIS BY THE CUSTOMER AND THE CUSTOMER'S THIRD PARTIES WILL NOT EXCEED THE HIGHEST OF THE TOTAL AMOUNT OF API SUBSCRIPTION FEES PAID BY THE CUSTOMER TO MDLAND PURSUANT TO THIS API AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE DATE THE LAST SUCH CLAIM WAS FILED, ONE HUNDRED DOLLARS ($100.00), OR THE MINIMUM LIMITATION OF LIABILITY PERMITTED AT LAW.

FURTHERMORE, NOTWITHSTANDING ANYTHING TO THE CONTRARY, ANY FEES PAID FOR THE MDLAND FHIR APIS PURSUANT TO THIS API AGREEMENT WILL NOT INCREASE EITHER PARTYS TOTAL MAXIMUM LIABILITY TO THE OTHER PARTY UNDER ANY OTHER AGREEMENT THE CUSTOMER HAS ENTERED INTO WITH MDLAND.

13. Intellectual Property Claims

In the event that a third-party Claim of infringement of a patent, copyright, or trademark (in each case enforceable in the United States) is brought against the Customer based on the Customer's use of the MDLand FHIR APIs as made available to the Customer pursuant to this API Agreement, the Customer will promptly notify MDLand in writing of the Claim.

If such a Claim is brought, MDLand may, among other things:

  1. modify, replace, or remove the MDLand API (in which case, MDLand may modify or suspend charges to the Customer for such API);
  2. procure the right for the Customer to continue to use the MDLand API that is the subject of the Claim; or
  3. require the Customer to procure the right to continue to use the MDLand API that is the subject of the Claim (to the extent the Customer would like to continue use of such API).

14. No Substitute for Professional Judgement

The Customer acknowledges that the Third-Party Applications may assist in exercising professional medical judgement. The Customer agrees that the Customer is solely responsible for medical decision-making and use of the Third-Party Applications and that the Third-Party Applications are not a substitute for professional medical judgement.

Any use of Third-Party Applications by the Customer, or authorized users, will constitute the Customer's acceptance of clinical responsibility for the use of any Third-Party Applications. To the extent the Third-Party Applications cause an error leading to patient safety issues, MDLand shall have no indemnification or liability obligation to the Customer or any other party related to any such error.

In the event that the Third-Party Applications or any report or information generated by the Third-Party Applications is used in connection with any diagnosis or treatment by the Customer or any agents, representatives, and the like, of the Customer, the Customer agrees that such liability shall be between the Customer and the Third-Party Applications.

15. Miscellaneous

  1. Third-Party Applications and the MDLand FHIR APIs shall only be accessible in the United States.
  2. This API Agreement will be governed by and construed in accordance with the laws of New York, without reference to its conflicts of laws principles, and any action arising out of or relating to this Agreement will be brought exclusively in New York. The Customer consents to the personal jurisdiction and venue of the state and federal courts located in New York.
  3. A party's failure to enforce any provision of this API Agreement will not be construed as a waiver of such provision or prevent the party from subsequently enforcing such provision.
  4. Neither party will be liable for failure or delay in performing its obligations if such failure or delay is due to circumstances beyond such party's reasonable control, including acts of God, fire, acts of a common enemy, war, actual or threatened terrorism, third-party criminal acts, civil disturbance, embargo, law or governmental regulations, or labor dispute.
  5. MDLand and the Customer are independent contractors and not each other's agents. Except to the extent expressly specified, this API Agreement does not create third-party beneficiaries. MDLand and the Customer are not joint employers of the other's employees and do not have the right to make employment decisions about the other's employees.
  6. This API Agreement is the entire agreement between the Customer and MDLand regarding the MDLand FHIR APIs; it supersedes all prior or contemporaneous representations, understandings, or agreements regarding the MDLand FHIR APIs. The MDLand FHIR APIs are governed exclusively by this API Agreement and not by any other agreement in place between the Customer and MDLand.
  7. Nothing in this API Agreement is intended to preclude the Customer from using a Product that replaces or supplements MDLand Software.
  8. Notice required under this API Agreement will be delivered, if to the Customer, via email to the Customer's designated API Agreement point of contact and, if to MDLand, to notices@mdland.com. At the Customer's request, MDLand will provide instructions to the Customer on how to designate and/or modify their API Agreement point of contact.
  9. Sections 3, 5, 7-13, and 15 will survive any termination of this API Agreement.
  10. IN THE EVENT THAT THERE IS ANY CONFLICT BETWEEN THE TERMS AND CONDITIONS OF THE API AGREEMENT AND ANY OTHER AGREEMENT BETWEEN THE PARTIES, THE API AGREEMENT SHALL RULE.

The license provided to the Customer under this API Agreement is expressly conditioned upon the Customer's acceptance of and compliance with all the terms and conditions set forth herein. If the Customer does not accept this API Agreement, do not click 'I accept'. By clicking 'I accept', the Customer warrants that the individual accepting this API Agreement on the Customer's behalf has the power and authority to legally bind the Customer and the Customer accepts the entirety of this API Agreement.

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