By using the API, you agree to these terms and you represent that you have the right, authority, and capacity to enter into these terms on behalf of yourself and your employer, if any. If you disagree with these terms, Afoundria, LLC (“Afoundria”, “we”, “us”, “our”) do not grant you a license to use the API for any purpose. We reserve the right to update and change these terms from time to time without notice.
All use of the application programming interface (“API”) and content, documentation, code, data, and related materials made available to you about, on, or through the API (“Content”) is subject to and must comply with these terms. Subject to these terms, Afoundria grants you a limited, non-exclusive, revocable, non-transferable, and non-sublicenseable license to use the Developer Tools solely to test, evaluate, and use the API and Content in connection with the integration of your products and services with ChartPath. Reference to the “Developer Tools” in these Terms shall, unless the context otherwise requires, be deemed to include reference to the Internet site http://www.afoundria.com and any subdomain (the “Website”), Content, API, and any services provided through the use of the API (“Services).
Your use of the Developer Tools is subject to certain limitations on access, calls, and use as set forth in these terms. If we believe that you have attempted to exceed or circumvent these limitations, we may temporarily or permanently block your ability to access and use the API, Content, and Services. We may monitor your use of the Developer Tools to improve our services and to ensure your compliance with these terms. All rights not expressly granted in the terms are reserved by us and our licensors.
By using or accessing the Developer Tools, you accept the terms and conditions provided herein and you are agreeing to be bound by these terms and conditions, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable laws. If you do not agree with any of these terms, you are prohibited from using or accessing the Developer Tools.
Accessing any part of the Developer Tools shall be deemed a use of the Developer Tools and an acceptance to the terms and conditions provided herein.
2. Your Obligation and Conduct, Use of Developer Tools
You shall not:
derive specifications from, reverse engineer, reverse compile, disassemble, translate, record, or create derivate works based on the Developer Tools;
use the API in a manner that delays, impairs, or interferes with system functionality for others or that compromises the security or integrity of any data, equipment, software, or system input or output;
enter, transmit, or send data through the API that is threatening, harmful, lewd, offensive, defamatory, or that injures or infringes the rights of others;
apply systems to extract or modify information from the API or ChartPath using technology or methods such as those commonly referred to as "web scraping," "data scraping," or "screen scraping";
use the Developer Tools or any part or aspect of them for any unlawful purpose or to mislead or harass anyone;
sell, rent, lease, sublicense, redistribute, or syndicate access to the Developer Tools or ChartPath to any third party without prior written approval from Afoundria;
remove or alter any proprietary notices or marks on the Developer Tools;
use or access the API for purposes of monitoring the availability, performance, or functionality of our services or for any other benchmarking or competitive purposes;
violates or infringes on anyone’s intellectual property rights;
cause, assist, or permit any third party (including an end-user) to do any of the foregoing.
Afoundria makes no representation that your use of the Developer Tools will comply with applicable laws or that they were designed to comply with applicable laws. Additionally, Afoundria does not represent, warrant or guarantee the truthfulness, accuracy, quality or reliability of any of the Content posted, displayed, linked to or otherwise transmitted via the Website. You agree that you must evaluate and bear all risks associated with the use of any Content, including any reliance on the accuracy, completeness, or usefulness of the Content. Except where expressly stated to the contrary, Afoundria possesses the immediate right, but not the obligation, to edit or remove any Content from the Website at any time and/or terminate your ability to access the Website without notice, at its sole discretion.
3. Registration and Security
In consideration of your use of the Developer Tools, you agree to:
provide accurate, current, and complete information about you as may be prompted by a registration form on the Website (the "Registration Data");
maintain and promptly update the Registration Data, and any other information you provide to Afoundria, and keep all such information accurate, current and complete;
evaluate and bear all risks associated with your use of Developer Tools, including any reliance on the accuracy, completeness, or usefulness of the Content and the risks of unauthorized access.
You have sole responsibility for adequate protection and backup of data and/or equipment used by you in connection with the Developer Tools.
You will be issued one or more unique passwords, security codes, or tokens (each a “Key”). Access to the Key shall be limited to you and your employees, if any, that require access to the API for the purposes of conducting the testing of the API, and that have signed an employee agreement in which such employee agrees to protect third party confidential information with terms no less stringent than those set forth herein. You may not sell, transfer, sublicense, or otherwise disclose your account or Keys to any other party. Maintaining account security is very important. You are entirely responsible for maintaining the confidentiality of your account and Keys. You agree to notify us immediately at firstname.lastname@example.org if you believe that your account or Keys have been compromised. You are fully responsible for all activities that occur using your account and Keys, regardless of whether such activities are undertaken by you or a third party.
You may not use the Afoundria or ChartPath logos, trade names, trademarks, and service marks without written permission from us.
Afoundria and our licensors own all right, title, and interest in and to the Developer Tools and Afoundria and ChartPath trademarks, and all related intellectual property rights. You hereby assign to Afoundria any such rights you may have or obtain in and to the foregoing. All rights not expressly granted to you in these terms are expressly reserved for Afoundria and its licensors.
The Developer Tools, including without limitation all Content and all intellectual property rights in and to the same, is owned by or licensed to Afoundria. Except as expressly authorized by Afoundria, you agree not to reproduce, modify, sell, distribute, download, transmit, or create derivative works of the Content, in whole or in part, by any means. You must not modify, decompile, or reverse engineer any software Afoundria discloses to you, and you must not remove or modify any copyright or trademark notice, or other notice of ownership. Subject to the following paragraph, you acknowledge and agree that no right, title or interest in any Content is transferred to you as a result of your use of such Content, the Website, or any Services.
Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights of Afoundria, whether by estoppel, implication, or otherwise. You may not do or allow anyone else to do anything with the Developer Tools which is not specifically permitted under the Terms.
Providing the Developer Tools do have real costs for Afoundria, we cannot guarantee that access to the API will always be free. Afoundria reserves the right to charge fees for future use of or access to the Developer Tools.
We may change, suspend, or discontinue the Developer Tools and suspend or terminate your use of the API and Content and these terms, including any license granted hereunder, at any time for any reason, with or without notice. You may also terminate upon written notice to us by e-mailing email@example.com. Upon termination for any reason, you will: (i) not use the Developer Tools for any purpose whatsoever; (ii) immediately destroy or return to us all material belonging to us or our licensors, including without limitation all copies of the API, Content and our Confidential Information then in your possession or control; and (iii) certify to us in writing that you have complied with the obligations listed above. The following sections shall survive any termination of these terms: sections 4-5, 8-13.
You may be given access to certain non-public information, software, technology, programming, and specifications relating to the Developer Tools, including information belonging to clients of Afoundria or other third parties to which Afoundria owes a duty of confidentiality (“Confidential Information”), which is confidential and proprietary to Afoundria. You may use this Confidential Information only as necessary in exercising your rights granted in these terms. You may not disclose any of this Confidential Information to any third party without Afoundria’s prior written consent. You agree that you will protect this Confidential Information from unauthorized use, access, or disclosure in the same manner that you would use to protect your own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care. Your obligations regarding the protection of Confidential Information will survive the termination of these terms and your use of the Developer Tools.
9. HIPAA Compliance
You shall comply with the Health Insurance Portability and Accountability Act of 1996, and associated regulations, and other relevant federal and state laws and regulations.
You agree to indemnify, defend, and hold harmless Afoundria and its affiliates, subsidiaries, officers, directors, employees, agents, licensors, and partners from and against any and all claims, suits, proceedings, damages, liabilities, losses, costs, and expenses (including, but not limited to, reasonable attorney’s fees)(all of the foregoing, collectively, “Claims”) to the extent that such Claims relate to or arise out of (a) any act or omission concerning your provision of products or services, (b) use of the Developer Tools other than as expressly allowed by these terms, (c) breach of these terms, (d) breach of any obligation to any third party, or (e) violation of any applicable law or regulation.
11. Disclaimer of Warranties
ALL WARRANTIES, EXPRESS OR IMPLIED, WHETHER IN FACT, BY OPERATION OF LAW, STATUTORY, OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT) ARE HEREBY DISCLAIMED IN THEIR ENTIRETY. YOUR USE OF THE DEVELOPER TOOLS AND CONTENT IS AT YOUR SOLE RISK. THE DEVELOPER TOOLS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DISCLAIM: (A) ANY WARRANTY OF THE ACCURACY, COMPLETENESS, OR VALIDITY OF DATA OR INFORMATION RECEIVED THROUGH THE API OR THE CONTENT; (B) ANY WARRANTY OF THE CONTINUOUS AVAILABILITY OF THE API, OR THAT THE API WILL BE UNINTERRUPTED OR ERROR-FREE; AND (C) ANY WARRANTY THAT THE API, CONTENT OR FILES OR DATA AVAILABLE FOR ACCESS OR RECEIVED THROUGH THE API WILL BE FREE OF VIRUSES.
12. Limitation of Liability
In no event shall Afoundria and its affiliates, subsidiaries, officers, directors, employees, agents, licensors, and partners be liable for any indirect, special, punitive, exemplary, speculative, or consequential damages (including, but not limited to, any loss of use, loss of data, business interruption, and loss of income or profits), regardless of whether it had an advance notice of the possibility of any such damages. Under no circumstances shall Afoundria be liable to you for any direct damages..
13. General Provisions
Precedence –If your employer has an agreement relating to use of the Developer Tools with Afoundria (e.g., a partner agreement) and there is any conflict between these terms and the agreement, then the agreement shall control.
Entire Agreement – These terms constitute the entire agreement between Afoundria and you with respect to the subject matter hereof.
Equitable Remedies – You agree that Afoundria would be irreparably damaged if these terms were not specifically enforced, and therefore, you agree that Afoundria shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of these terms without the need to post bond or any other security interest, in addition to any other remedy Afoundria may be entitled at law or in equity.
Severability – If any provision of these terms is held to be unenforceable or overly broad, such unenforceability shall not render any other provision unenforceable, and the court or tribunal making such determination shall modify such provision so that the provision will be enforceable to the broadest extent permitted by law.
Independent Status – You agree that no joint venture, partnership, employment, or agency relationship exists between you and Afoundria as a result of these terms or your use of the Developer Tools.
Assignment – Afoundria may assign these terms, in whole or in part, at any time with or without notice to you. You may not transfer, assign, or delegate these terms or your Keys to any third party.
No Waiver – Afoundria’s failure to exercise or enforce any right or provision of these terms shall not constitute a waiver of such right or provision.
Governing Law – These terms shall be governed by the laws of the Texas, without regard to conflict of law principles.