API - Data Application Access
Terms of Use Aggreement
Royal Solutions 5.0
THIS IS A LEGALLY BINDING AGREEMENT between Royal Health Inc, a New York corporation (“Royal”), and you (“Developer”). BY CLICKING “I AGREE,” OR BY OTHERWISE SIGNING UP FOR AN ACCOUNT, OR BY ACCESSING OR USING THE APPLICATION ACCESS APIs (DEFINED BELOW),
YOU ARE ENTERING INTO THIS TERMS OF USE AGREEMENT (THIS “AGREEMENT”) AND YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
Please read this Agreement carefully, and do not sign up for an account or use the Royal API if you are unwilling or unable to be bound by this Agreement. You and we are each individually referred to in this Agreement as
a “Party,” and collectively referred to as the “Parties.”
BACKGROUND
A. Royal operates a web-based electronic medical record, patient portal and clinical workflow solution (“Royal Solutions 5.0”) as a business associate (as defined by the Health Insurance Portability and Accountability Act of 1996,
as amended (“HIPAA”)) of various health care professionals (each, a “Practitioner”);
B. In accordance with the requirements of 170.315(g)(10) and 170.315(g)(9) (the “Application Access CEHRT Regulations”), Royal has developed the Application Access APIs (“Application Access APIs”) and associated instructions,
specifications and sample code (“Application Access Documentation”) to facilitate patient matching and access to the Common Clinical Data Set (as defined in the Application Access CEHRT Regulations);
C. Developer has developed or has rights to a software solution (the “Developer Application”) and desires to create interoperability between the Developer Application and Royal Solutions 5.0 through the Application Access APIs (the “Integration”); and
NOW, THEREFORE, in consideration of the mutual covenants and agreements provided herein below and other consideration, the receipt and sufficiency of which is hereby acknowledged, Developer and Royal hereby agree as follows:
AGREEMENT
1. Developer Guidelines
1.1. Registration Data
Developer agrees to: (i) provide accurate, current, and complete information as may be requested by Royal (the “Registration Data”);
(ii) maintain the security and confidentiality of any PINs, passwords or other credentials created by Developer or provided by Royal in connection with this Agreement;
and (iii) maintain and promptly update the Registration Data, and any other information Developer provides to Royal, and keep all such information accurate, current and complete
1.2. Developer Guidelines
Developer agrees that it will not use the Developer Application or the Application Access APIs to:
(i) transmit spam or upload, post or otherwise transmit any data, text, software, documents or other materials (“Content”) that is inaccurate, harmful, obscene, defamatory, racist or is otherwise offensive to others;
(ii) pretend to be Royal, any of its affiliates, or someone else, or otherwise misrepresent Developer’s identity or affiliation;
(iii) forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any Content transmitted through the Developer Application;
(iv) disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users’ ability to use Royal Solutions 5.0;
(v) upload, post, collect or store personal data about users of Royal Solutions 5.0 unless specifically authorized by such users;
(vi) injure the interests of Royal, any of its affiliates, or other users of Royal Solutions 5.0;
(vii) introduce or permit to be introduced into the Application Access APIs or Royal Solutions 5.0 any virus, worm, Trojan horse or other software routine program or mechanism to permit unauthorized access into, to disable, to erase in whole or in part or otherwise to adversely affect the Application Access APIs or Royal Solutions 5.0.
2. Limited License; Restrictions; Non-Exclusivity
2.1. Limited License
Subject to Developer’s compliance with this Agreement, including, without limitation, the restrictions set forth in this Article 2, Royal hereby grants to Developer a limited, non-exclusive, non-sublicensable, non-transferable, limited, revocable license during the Term (as defined below) to access and use the Application Access APIs and Application Access Documentation for the sole purpose of the Integration.
2.2. Restrictions
Developer shall only make instances of the Developer Application that have an Integration to Royal Solutions 5.0 available to those Practitioners and patients of such Practitioners that are registered users of both Royal Solutions 5.0 and the Developer Application (“Users”).
Developer shall not, nor attempt to: (i) violate any Application Access APIs or service limitation (such as using non-API calls), even if workarounds are possible, including limitations on the frequency of access and types of calls;
(ii) interfere with, modify or disable any features or functionality of the Application Access APIs or Royal Solutions 5.0, including any mechanisms used to restrict or control such APIs or services, such as anti-circumvention measures;
(iii) reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form of such APIs or services; or
(iv) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms of such APIs or services. Any violation or attempted violation of this Section 2.2 shall constitute a material breach of this Agreement.
2.3. Non-Exclusivity
This Agreement is non-exclusive. You acknowledge that Royal may develop products or services that may compete with the Developer Application or any other products or services.
3. Connection
Developer shall test the Integration with the Application Access APIs and shall promptly remedy all defects identified during testing. Once such defects have been remedied and the Developer Application’s API is capable of reliably receiving and transmitting information to and from the Application Access APIs in accordance with the specifications in the Application Access Documentation (“Specifications”),
Royal may in its sole discretion enable the Integration. Developer acknowledges and agrees that: (i) Royal may modify the Application Access APIs at any time in Royal’s sole discretion;
(ii) future versions of the Application Access APIs may not permit the operation of, or otherwise be compatible with, any Developer Application(s);
and (iii) any updates or changes to the Developer Application must continue to adhere to the Specifications and must be resubmitted for testing before the Integration is enabled.
4. Intellectual Property
4.1. Ownership
Subject to the rights expressly granted in this Agreement, Royal reserves and retains all right, title and interest in and to its Intellectual Property Rights (as defined below), including such rights in its APIs,
software, systems and data. Without limiting the foregoing, Royal shall have and retain full and exclusive right, title and ownership interest in and to: (a) Royal Solutions 5.0 and Application Access APIs;
(b) the Application Access Documentation; (c) all other Royal products and services; and (d) any Intellectual Property Rights, improvements and modifications in and to any of the foregoing. “Intellectual Property Rights” means all rights in and to copyrights,
trade secrets, patents, trademarks and similar rights of any type under the statutory or common laws of any governmental authority, domestic or foreign, including rights in and to all applications, registrations, modifications and improvements relating thereto
4.2. Feedback
Royal shall have, and Developer hereby grants to Royal, a nonexclusive, worldwide, irrevocable, perpetual, royalty free, transferable and sublicensable license to use in any manner and for any purpose any feedback,
suggestions, recommendations, or information (collectively, “Feedback”) provided by Developer related to the Application Access APIs, Application Access Documentation, Confidential Information (as defined below) or Royal Solutions 5.0. Developer has no obligation to provide any Feedback.
5. Confidentiality
5.1. Confidential Information
Developer acknowledges that, in the course of using the Application Access APIs and undertaking activities relating to this Agreement, it may receive access to information:
(i) that is marked as “Confidential” or “Proprietary”, or that, if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential;
or (ii) which is otherwise deemed to be confidential by the terms of this Agreement (“Confidential Information”). During and after the Term of this Agreement,
Developer shall not use (except as expressly authorized by this Agreement) or disclose such Confidential Information without the prior written consent of Royal,
and shall hold such Confidential Information in strictest confidence and using at least the same degree of care it uses to protect its own Confidential Information of like nature and importance,
but no less than a reasonable degree of care. Only employees who have a “need to know” may be given access to Royal’s Confidential Information by Developer and such employees shall be bound in writing by similar confidential obligations as those set forth in this Section.
Without limiting the foregoing, Developer shall immediately notify Royal, if it discovers or has reason to suspect any unauthorized use or disclosure of any Confidential Information.
Developer may disclose Confidential Information to the extent required by law, provided that Developer shall make reasonable efforts to give Royal notice of such requirement prior to any such disclosure and shall take reasonable steps to obtain protective treatment of the Confidential Information.
5.2. Exceptions
Notwithstanding the foregoing, Confidential Information shall exclude information that Developer can demonstrate:
(a) has become a part of the public domain without any improper action or inaction of Developer, its officers, directors, employees or agents (including breach of this Agreement);
(b) was in Developer’s rightful possession without any obligation of confidentiality prior to receiving it from Royal;
(c) was rightfully disclosed to Developer by a third party without restriction on disclosure; or (d) was independently developed without use of any Confidential Information of Royal.
5.3. Remdedies
If Developer breaches any of its obligations with respect to this Article 5, or if such breach is likely to occur, Royal shall be entitled to seek equitable relief, including specific performance or an injunction,in addition to any other rights or remedies, including monetary damages, provided by law.
6. Term, Modification, and Termination
6.1. Term
This Agreement will commence as of the date you “sign up” and continue until terminated in accordance with the terms of this Agreement (“Term”).
6.2. Termination for Critical Security Issue
In the event that Royal reasonably believes that a Critical Security Issue (defined below) exists with respect to any Developer Application that has been distributed or made available by Developer or with respect to the Integration,
Royal may immediately disable the Integration or operation of the relevant Developer Application and/or provide Developer with written notice (a “Critical Security Issue Notice”) thereof.
Following Developer’s receipt of any Critical Security Issue Notice: (i) Developer shall diligently work to remedy the Critical Security Issue;
(ii) Royal may notify end users of Royal Solutions 5.0 that Royal believes it has identified a Critical Security Issue and Developer is working to remedy the same;
and (iii) if the Critical Security Issue is not remedied to Royal’s reasonable satisfaction within thirty (30) days of Royal’s issuance of the Critical Security Issue Notice,
Royal may terminate this Agreement upon written notice to Developer. “Critical Security Issue” means functionality or behavior that, in Royal’s reasonable discretion:
(a) compromises patient confidentiality or safety; (b) compromises the integrity or accessibility of patient data, (c) compromises any User accounts in Royal Solutions 5.0; or
(d) otherwise exposes Royal Solutions 5.0 or the Integration to a security vulnerability.
6.3. Termination for Breach
This Agreement may be terminated at any time by either Developer or Royal, effective immediately upon notice to the other Party, if the other Party materially breaches any of its responsibilities or obligations under the Agreement,
which breach is not remedied within thirty (30) days from receipt of written notice of such breach. In addition, Royal shall have the right to terminate this Agreement upon thirty (30) days’ notice to Developer
in the event the legal counsel of Royal believes that the activities contemplated under this Agreement are or may be a violation under any applicable law or in the event a third party alleges that
the Developer Application infringes its Intellectual Property Rights.
6.4. Termination for Convenience
Either Party may terminate this Agreement for any reason or no reason, which termination shall be effective thirty (30) days after delivery of notice to the other Party of such termination.
6.5. Obligations upon Termination
Upon expiration or termination of this Agreement: (a) Developer shall return or, at Royal’s request destroy (and, if also requested by Royal, certify in writing Developer’s completion of such destruction),
all Confidential Information; (b) Developer shall cease all use of the Application Access APIs and Application Access Documentation; and (c) all licenses granted herein shall terminate.
6.6. Modification
We may update or change the Application Access APIs or the terms set forth in this Agreement from time to time. Accordingly, we recommend that you review the Agreement on a regular basis.
You understand and agree that your continued use of the Application Access APIs after the Agreement has been updated or changed constitutes your acceptance of the revised Agreement.
Without limiting the foregoing, if we make a change to the Agreement that materially affects your use of the Application Access APIs, we may post notice or notify you via email or our website(s) of any such change.
6.7. Survival
Notwithstanding the expiration or termination of this Agreement, it is agreed that those rights, obligations, representations and warranties that by their nature are intended to survive such expiration or
earlier termination will survive, including, without limitation, the following provisions: Articles 5, 9, and 10 and Sections 6.5 and 6.7.
7. Transmission of Individually Identifiable Health Information
7.1. Individually Identifiable Health Information
Developer acknowledges that certain information transmitted on behalf of Practitioners between the Developer Application and Royal Solutions 5.0 may constitute “individually identifiable health information,”
as defined in 45 CFR § 160.103 (“Individually Identifiable Health Information”). Developer acknowledges and agrees that Practitioners and their patients are subject to or beneficiaries of certain obligations
and rights under law, including HIPAA, with respect to Individually Identifiable Health Information. In the event Developer transmits or receives Individually Identifiable Health Information,
Developer shall ensure that it has the right, whether (1) through proper patient authorizations or (2) as a covered entity or business associate (as defined under HIPAA) of a covered entity
(as defined under HIPAA) in the course of treatment, payment or healthcare operations, to transmit or receive such Individually Identifiable Health Information, and Developer shall comply with its obligations under law
7.2. Developer Obligations
Developer shall not access, use or otherwise make available the Integration in a manner that violates any federal or state laws or regulations, including, to the extent applicable,
by failing to enter into any necessary business associate contract (as defined under HIPAA) with Practitioner Users or by failing to obtain any necessary authorizations from patients.
In addition to the foregoing, Developer acknowledges and agrees that it shall not submit or make available to Royal any Individually Identifiable Health Information other than sufficient information to identify a patient
in accordance with 45 C.F.R. § 170.315(g)(7) through the Integration and on behalf of a Practitioner User, and agrees that it shall not use or disclose Individually Identifiable Health Information in any way that violates
any applicable laws or regulations. For the avoidance of doubt, Developer acknowledges and agrees that no business associate contract or relationship exists between Royal and Developer by virtue of this Agreement or the Integration.
8. Representation and Warranties
8.1. Developer Representation
Developer represents, warrants and covenants to Royal that: (a) it has the full right, power and authority to enter into this Agreement and to perform the acts required of it hereunder;
(b) its execution of this Agreement, and its performance of its obligations and duties hereunder, do not and will not violate any agreement to which it is a Party or by which it is otherwise bound;
(c) when agreed to by Developer, this Agreement will constitute the legal, valid and binding obligation of Developer, enforceable against Developer in accordance with its terms;
(d) Developer and the Developer Application shall comply with all applicable laws, rules, and regulations; (e) the Developer Application and any Developer APIs and their use as contemplated herein do not infringe the Intellectual Property Rights of any third party;
(f) the Developer Application contains no computer viruses, booby traps, time bombs or other programming designed to interfere with the normal functioning of Royal’s business; and
(g) the Developer Application does not contain any open source software licensed under terms that require the user to make (1) the user’s modifications to the open source freely available in source code form, or (2) any software that the user “combines” with the open source software freely available in source code form.
8.2. Compliance with Applicable Laws
Without limiting Section 8.1, Developer represents and warrants that it shall strictly comply with all applicable laws, regulations and governmental orders in the exercise of its rights and the performance of
its obligations under this Agreement. Such laws and regulations include, but are not limited to, HIPAA and its implementing regulations, and the Federal Trade Commission Act
8.3. Disclaimer
THE APPLICATION ACCESS APIs, ROYAL SOLUTIONS 5.0 AND ROYAL’S CONFIDENTIAL INFORMATION ARE PROVIDED “AS-IS” AND WITHOUT ANY WARRANTY WHATSOEVER, AND ROYAL HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES,
EXPRESS OR IMPLIED, REGARDING THE APPLICATION ACCESS APIs OR ROYAL SOLUTIONS 5.0, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT
9. Indemnification
Developer shall defend, indemnify and hold harmless Royal and its officers, agents, employees, directors, (sub)contractors, and affiliates from and against any claims (including investigations by a governmental
or regulatory authority), demand, actions, loss or damage (including legal fees and expenses) arising out of or related to: (i) Developer’s use of the Application Access APIs; (ii) any claim that the Developer
Application infringes or violates any Intellectual Property Rights of any third party; (iii) breach by Developer of any of its representations or warranties set forth in this Agreement; and (iv) any negligent or
tortious act of the Developer or its agents.
10. Limitation of Liability
UNDER NO CIRCUMSTANCES WILL ROYAL BE LIABLE TO DEVELOPER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS,
HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT: (I) SUCH DAMAGES WERE FORESEEABLE; OR (II) ROYAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL ROYAL’S LIABILITY HEREUNDER EXCEED $100 USD. THESE LIMITATIONS SHALL SURVIVE AND APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OR ANY LIMITED REMEDY.
11. Miscellaneous
11.1. Notices
Notices to Royal must be given via certified mail or overnight delivery at Royal Health Inc, 333 Westchester Ave, Suite E2204, White Plains, NY 10604. Royal may give notices to you through this website or another method,
including via electronic mail.
11.2. Relationship of the Parties
The relationship of the Parties is one of independent contractors. No employee or representative of a Party shall have any authority to bind or obligate the other Party in any manner whatsoever,
or to create or impose any contractual or other liability on the other Party. The Parties agree and acknowledge that neither owes any fiduciary duties to the other. Each Party shall be solely responsible for the expenses
it incurs in connection with its performance of the activities contemplated by this Agreement.
11.3. Assignment
Developer may not assign, transfer or otherwise convey this Agreement, or any of its rights hereunder, to any entity without the prior written consent of Royal, and any such attempted assignment,
transfer or conveyance without such consent shall be null and void. Royal may assign this Agreement at any time. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit
of the permitted successors and assigns of each Party.
11.4. Publicity
Developer shall not issue any press release or publicity regarding this Agreement or its relationship with Royal hereunder, or otherwise use in advertising, publicity or otherwise the name or any trademark or service mark of Royal or any affiliate of Royal,
without obtaining Royal’s prior written consent.
11.5. Headings; Severability
Sections, titles or captions in no way define, limit, extend or describe the scope of this Agreement nor the intent of any of its provisions. The headings used in this Agreement are used for convenience only
and are not to be considered in construing or interpreting this Agreement. If any provision of this Agreement is held to be invalid, illegal or unenforceable (whether in whole or in part):
(i) such holding shall not affect the validity, legality or enforceability of any other provisions of this Agreement; and (ii) such invalid, illegal or unenforceable provision shall be deemed modified to the extent,
but only to the extent, necessary to make such provision valid, legal and enforceable.
11.6. Governing Law/Venue
This Agreement will be governed by and construed in accordance with the laws of the State of New York, excluding the conflict of laws principles thereof or of any other jurisdiction.
The Parties hereby consent to venue in Westchester County, New York. The U.N. Convention for the International Sale of Goods shall not apply to this Agreement.
11.7. Arbitration
In the event of a dispute that the Parties have been unable to resolve in a timely manner through good faith negotiations, such dispute shall be resolved by binding arbitration according to the rules
of the American Arbitration Association. Notwithstanding the foregoing, either party may seek injunctive relief in court to prevent imminent harm, on condition that such party shall immediately
submit the controversy to arbitration pursuant to this Section.
11.8. Entire Agreement; Waiver; Amendment
This Agreement sets forth the entire agreement of the Parties as to its subject matter and supersedes all prior agreements, negotiations, representations, and promises between them with respect to its subject matter,
whether written or oral. A waiver of rights under this Agreement will not be effective unless it is in writing and signed by an authorized representative of the Party that is waiving such rights.
The failure of either Party to require the performance of any obligation of this Agreement, or the waiver by either Party of any breach of this Agreement, shall not act as a bar to subsequent enforcement of such term
or obligation or be deemed a waiver of any subsequent breach.