Terms of Use
1. TERMS ACCEPTANCE AND REPRESENTATION
a) Accepting the Terms. These Terms of Use (“Terms”) govern your access to and use of the Certified GEESEMED EHR API, documentation, services, etc. By accessing or using the Certified GEESEMED APIs, you agree to be bound by these Terms. “Certified GEESEMED EHR API” means the API provided by GEESEMED to allow authorized access to query our Client(s) Electronic Health Record system. You represent and warrant that you are at least 18 years of age and that you possess the legal right and ability to agree to these Terms and to use the Certified GEESEMED APIs in accordance with these Terms.
b. Entity Representation. If you are using the Certified GEESEMED API on behalf of a legal entity (i.e. a Clinical software services company), you represent that you have proper authority to act on behalf of and bind the
entity to these Terms, and by accepting, you accept on behalf of the entity (and all references to “you” in the
Terms refer to the entity).
2.REPRESENTATIONS AND RESPONSIBILITIES
a) Compliance. You agree to be financially responsible for your use of the Certified GEESEMED EHR APIs and to comply with your responsibilities and obligations as stated in these Terms. You agree to comply at all times with all applicable laws, rules and regulations relating to the use of the Certified GEESEMED EMR APIs. You here by grant GEESEMED the right to monitor and periodically audit in a reasonable manner your use of the Certified GEESEMED APIs, your App and other activities related to your obligations under these Terms.
b) Virus Warranty. You warrant that your Apps will not contain any viruses or other malicious computer instructions, devices, or techniques that can or were designed to threaten, infect, damage, disable, or shut down the GEESEMED EHR APIs, any technology, software, solution, equipment or any computer system.
3. GENERAL
a) Changes. GEESEMED may, in its sole and absolute discretion, make changes, modifications or updates to the Certified GEESEMED EHR API (including without limitation changes to the capabilities and tech specs), without notice to you.
b) Global Availability. GEESEMED makes no representations that the Certified GEESEMED EHR APIs are appropriate or available for use in locations outside of the United States, and access to them from such territories is at your own risk. Those who choose to access the Certified GEESEMED APIs from locations outside of the United States do so at their own initiative and are responsible for compliance with applicable local laws.
c) Intellectual Property Rights. You acknowledge and agree that the Certified GEESEMED EHR APIs and GEESEMED’s software, products and services are proprietary in nature, that GEESEMED claims all intellectual property rights therein as well as in all modifications, enhancements and alterations thereto, and that GEESEMED neither grants nor otherwise transfers any rights of ownership therein to you or any third party. No rights or licenses are granted by GEESEMED other than those rights expressly granted in these Terms, and GEESEMED reserves all rights not expressly granted.
d) Waiver, Release and Limitation of Liability. You acknowledge and agree that neither GEESEMED nor any of its affiliates will have any responsibility or liability with respect to your or any third party’s distribution, implementation, commercialization, use, or other form of exploitation of any app, software, solution, service or other technology created by you or another third party. As between you and GEESEMED, you are solely responsible and liable for all representations, warranties, support and other obligations made by you to any third party related to any app, software, solution, service or other technology created by you, including claims arising from product liability, breach of warranty, and intellectual property infringement.
YOU HEREBY RELEASE AND FOREVER WAIVE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST GEESEMED, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS OR SUPPLIERS FOR LOSSES OR DAMAGES YOU SUSTAIN IN CONNECTION WITH YOUR USE OF THE CERTIFIED GEESEMED EHR API AND ANY GEESEMED WEBSITES. GEESEMED MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS AND ACCURACY OF THE CERTIFIED GEESEMED APIs OR OTHER INFORMATION, TECHNOLOGY, SOFTWARE, PRODUCTS AND SERVICES PROVIDED BY GEESEMED FOR ANY PURPOSE. ALL SUCH TECHNOLOGY, INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. GEESEMED HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE CERTIFIED GEESEMED APIs, OTHER TECHNOLOGY, INFORMATION, SOFTWARE, SOLUTIONS, PRODUCTS AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL GEESEMED, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY OTHER DAMAGES WHATSOEVERINCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANYWAY CONNECTED WITH THE ACCESS, USE OR PERFORMANCE OF THE CERTIFIED GEESEMED APIs, WITH THE DELAY OR INABILITY TO USE THE CERTIFIED GEESEMED EHR APIs OR RELATED TECHNOLOGY, SOFTWARE ORSERVICES, THE PROVISION OF OR FAILURE TO PROVIDE THE CERTIFIED GEESEMED APIs, SOFTWARE OR SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES OBTAINED FROM GEESEMED, OROTHERWISE ARISING OUT OF THE USE OF THE CERTIFIED GEESEMED APIs, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF GEESEMED HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION ORLIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOTAPPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE CERTIFIED CLINCMAX EHR APIs, OR WITHTHESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE CERTIFIED GEESEMED EHR APIs. NOTWITHSTANDING THE FOREGOING PARAGRAPH, THE TOTAL LIABILITY OF GEESEMED, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS AND SUPPLIERS, IF ANY, FOR LOSSES OR DAMAGES SHALL NOT EXCEED THE FEES PAID BY YOU FOR THE USE OF THE PARTICULAR TECHNOLOGY, SOFTWARE, PRODUCT, INFORMATION OR SERVICE PROVIDED BY GEESEMED.
