API Development Terms and Conditions

These API Development Terms and Conditions (these “Terms”) constitute a binding legal agreement between you (either an individual or an entity, “you” or “Development User”) and EverHealth Solutions Inc. doing business as DrChrono. (“DrChrono,” “we,” or “us”) regarding your access to: (a) the DrChrono database via drchrono’s standard application programming interface(s) and related information and documentation (the “API,” and the provision of such access by DrChrono, the “Services”); and (b) any software development kits and information or documentation related to the Services made available by DrChrono (the “Development Software”).

Please read these Terms carefully. By clicking “I Accept” or otherwise using the Services or Development Software, you agree to be bound by these Terms and to use the Services and Development Software in compliance with these Terms. If you are registering for access to, or otherwise accessing or using, the Services and Development Software on behalf of a company or other legal entity, then you and such company or entity represent and warrant that: (i) you have the right and legal authority to bind such company or entity to these Terms; (ii) such company or entity is fully aware of, understands, and agrees to be bound by these Terms (with the terms “Development User” and “you” as used herein referring also to such company or entity), and (iii) you agree to be bound by these Terms on behalf of such company or entity. If you do not qualify to use the Services or Development Software, or do not agree to these Terms, then you should not and may not register for, access, or use the Services or Development Software.

THE SERVICES AND DEVELOPMENT SOFTWARE MUST BE USED ONLY BY THE DEVELOPMENT USER IN A NON-PRODUCTION ENVIRONMENT, FOR THE PURPOSE OF INTERNAL EVALUATION AND DEVELOPMENT USE ONLY AND SOLELY IN ACCORDANCE WITH ALL LIMITATIONS SET FORTH IN THESE TERMS OR ON THE SIGN-UP PAGE, OR OTHERWISE COMMUNICATED TO DEVELOPMENT USER BY DRCHRONO (“DEVELOPMENT PURPOSES”). DEVELOPMENT USER SHALL NOT TRANSMIT, UPLOAD, INPUT OR OTHERWISE DISCLOSE TO DRCHRONO THROUGH THE SERVICES OR DEVELOPMENT SOFTWARE MADE AVAILABLE IN CONNECTION WITH THIS AGREEMENT ANY DATA CONCERNING ACTUAL PERSONS, INCLUDING WITHOUT LIMITATION ANY PERSONALLY IDENTIFIABLE INFORMATION, PROTECTED HEALTH INFORMATION, HEALTH DATA OR OTHER DATA SUBJECT TO HIPAA.

If you wish to purchase a production use license to the Services or to transmit personally identifiable information, protected health information, health data, or other data subject to HIPAA through the API or Service, please contact DrChrono at api@drchrono.com.

1. Access to the Services and Development Software

Subject to Development User’s compliance with these Terms: (i) DrChrono hereby agrees that Development User has the right to access and use the Services during the Term (as defined below) for Development Purposes only, and only in accordance with drchrono’s applicable user documentation and written instructions; and (ii) DrChrono hereby grants Development User, during the Term, a limited, non-sublicensable, non-transferable, non-exclusive license to use the Development Software solely for the purposes of (a) allowing Development User to use the Services and Development Software in connection with one or more Development User-controlled software applications, products, websites, or online services that communicate with the Services (“Development User Applications”) and (b) using such Development User Applications to send queries to DrChrono using the API and retrieve data (“Sample Data”) through the API, in each case (a) and (b) solely for Development Purposes, not for any commercial or production use and subject to the limitations imposed by access to the API in “Restricted Mode.”

2. Changes to Development Software

DrChrono shall have no obligation under these Terms or otherwise to provide the Services or Development Software. Development User understands that DrChrono may change, suspend, or discontinue any aspect of the API or Services, or may impose limits on Development User’s usage of, or disable certain features or restrict access to parts or all of, the API or the Services, at any time without notice or liability. If DrChrono provides Development User with any upgrades, patches, enhancements, fixes or modifications to the Development Software, then the same will become part of the applicable part(s) of the Development Software, and subject to these Terms.

3. Ownership; Feedback
1. Ownership. As between the parties, DrChrono retains all of its right, title, and interest in and to the Services, the results of the Services (including, without limitation, Sample Data), the Development Software, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by DrChrono for the purposes of these Terms, including any copies and derivative works of the foregoing. No rights or licenses are granted to Development User by DrChrono except as expressly and unambiguously set forth in these Terms.
2. Feedback. Development User may from time to time provide suggestions, comments or other feedback to DrChrono with respect to the Development Software, Sample Data and/or the Services (collectively, “Feedback”). Notwithstanding anything to the contrary, Feedback, even if designated as confidential by Development User, shall not create any confidentiality obligation for drchrono. Development User shall, and hereby does, grant to DrChrono a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose. For purposes of clarity, nothing in these Terms will be interpreted to restrict or impair drchrono’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as the Development User Applications, or otherwise compete with any products, software or technologies that Development User may develop, produce, market, or distribute.

4. Restrictions
1. Generally. Except as expressly set forth in these Terms, Development User shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services, or Development Software (except to the limited extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Services or Development Software; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services or Development Software; (iv) use the Services or Development Software for any purpose other than Development Purposes; (v) remove or otherwise alter any proprietary notices or labels from the Services or Development Software, or any portion thereof; (vi) modify or extend the Services or Development Software to any extent; (vii) separately use any portion of any Services or Development Software apart from Development User’s use of such Services or Development Software as a whole as part of the Development User Application for Development Purposes; (viii) contaminate, incorporate, integrate, link or bundle any portion of the Services or Development Software with any software code governed by open source, community source, freeware, shareware, or other public license or distribution model software; (ix) use the Services or Development Software to build an application or product that is competitive with any DrChrono product or service; (x) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; or (xi) bypass any measures DrChrono may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services). Development User shall not (and shall not permit any third party to), directly or indirectly, take any action or (including without limitation uploading, downloading, posting, submitting or otherwise distributing or facilitating distribution of any material on or through the Services), that: (a) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity; (b) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (c) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”); (d) contains software viruses or any other computer codes, files, or programs that are designed or intended to, or otherwise disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of DrChrono or any third party (except where such upload, post or submission is made for the purpose of using the Services to generate Sample Data from such uploaded, posted or submitted material); or (e) impersonates any person or entity, including any employee or representative of drchrono.
2. Compliance with Laws. Development User is responsible for all activity it undertakes in connection with the Services. Development User will use the Services in compliance with all applicable local, state, national and foreign laws, treaties and regulations.
3. Received Data. Development User will not (i) input into the Services or Development Software any data concerning actual persons (including protected health information and personally identifiable information), (ii) use any Sample Data, data or other information received from DrChrono or the Services, including any derivatives and any aggregated or modified versions of such Sample Data, data or other information, (collectively, the “Received Data”) for any purpose other than Development Purposes, or (iii) disclose any Received Data to any third party without the express written permission of drchrono.

5. Term; Termination
   1. Term. These Terms, and the permissions granted to Development User in Section 1, shall continue until terminated in accordance with Section 5.2 (the “Term”).
   2. Termination. DrChrono may immediately terminate these Terms, in whole or in part, for any reason or no reason. Development User may terminate these Terms at any time by: (a) deleting its account; (b) destroying all copies of the Development Software in Development User’s possession or control; and (c) ceasing all use of the Services.
   3. Effect of Termination. Upon termination or expiration of these Terms, all rights and licenses granted to Development User hereunder shall immediately cease and Development User shall immediately remove all copies of the Development Software on computer systems under its control. The following sections shall survive any expiration or termination of these Terms: Sections 3, 4, 5.3, 6, 7, 8, 9, 10 and 11.

6. Indemnification

Development User shall defend, indemnify, and hold harmless DrChrono, its affiliates and each of its and its affiliates’ shareholders, officers, directors, employees, contractors, agents, partners, suppliers, representatives, licensors and content providers (collectively, the “DrChrono Indemnitees”) from all liabilities, claims, and expenses (including reasonable attorneys’ fees and costs), that arise from or relate to (i) the Development User Applications, information submitted by Development User to the API, or Development User’s use or misuse of, or access to, the Services, Development Software, or Sample Data (including, without limitation, Development User’s submission of data that is subject to HIPAA in violation of these Terms), (ii) a breach or alleged breach of these Terms by Development User, or (iii) alleged infringement by Development User or the Development User Applications of any intellectual property or other right of any person or entity. DrChrono reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by Development User, in which event Development User shall assist and cooperate with DrChrono in asserting any available defenses.

7. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY CONTENT), THE SAMPLE DATA AND THE DEVELOPMENT SOFTWARE ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, AND ANY WARRANTY OF CONTINUOUS, UNINTERRUPTED OR ERROR-FREE OPERATION ALL OF WHICH ARE EXPRESSLY DISCLAIMED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DRCHRONO AND ITS AFFILIATES, SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, PARTNERS, SUPPLIERS, REPRESENTATIVES, LICENSORS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICES, SAMPLE DATA AND DEVELOPMENT SOFTWARE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE THROUGH THE SERVICES, THE SAMPLE DATA OR THE DEVELOPMENT SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICES, THE SAMPLE DATA OR THE DEVELOPMENT SOFTWARE WILL BE ACCURATE, WILL BE FREE OF MALWARE, AND/OR MEET DEVELOPMENT USER’S REQUIREMENTS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY USE OF THE SERVICES, THE SAMPLE DATA AND THE DEVELOPMENT SOFTWARE IS SOLELY AT DEVELOPMENT USER’S OWN RISK. NOTWITHSTANDING THE FORGOING DRCHRONO DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT DRCHRONO IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.

8. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DRCHRONO OR ITS AFFILIATES, SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, PARTNERS, SUPPLIERS, REPRESENTATIVE, LICENSORS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THESE TERMS (I) FOR ANY LOSS OF PROFITS, COST SAVINGS, DATA, REVENUE OR MACHINE USE, LOSSES CAUSED BY MALWARE, INTERRUPTION OF USE, LOSS OR CORRUPTION OF DATA, FAILURE TO PROVIDE SERVICES OR INFORMATION, INTERRUPTION OF USE, LOSS OR CORRUPTION OR INACCURACY OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS, RIGHTS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, RELIANCE, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, HOWEVER ARISING, (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE HUNDRED DOLLARS ($100), IN EACH CASE (I) THROUGH (III) EVEN IF DRCHRONO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DRCHRONO ASSUME LIABILITY FOR DAMAGES, DELAYS OR ANY OTHER ERRORS MADE OR CAUSED BY THIRD PARTIES EVEN IF SUCH THIRD PARTY IS A VENDOR RECOMMENDED BY DRCHRONO. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN SECTION 7 AND 8 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

9. Confidentiality

During the Term, DrChrono may provide Development User with confidential and/or proprietary materials and information (“Confidential Information”). All materials and information provided by DrChrono to Development User and identified at the time of disclosure as “Confidential” or bearing a similar legend, and all other information that Development User reasonably should have known was the confidential information of DrChrono given the nature of the data and/or the circumstances surrounding disclosure, shall be considered Confidential Information hereunder; for the avoidance of doubt, all information provided by DrChrono in connection with the Services and Development Software is Confidential Information, including without limitation any credentials used to access the API, all documentation, and these Terms. Development User shall maintain the confidentiality of the Confidential Information and shall not disclose such information to any third party without the prior written consent of drchrono. Development User shall only use the Confidential Information internally for the purpose of exercising its rights and performing its obligations under these Terms. The obligations in this Section 9 shall not apply to any information that is generally available to the public prior to disclosure. Development User may disclose Confidential Information as required by law or court order; provided that, Development User provides DrChrono with prompt written notice thereof and uses its best efforts to limit disclosure. At any time, upon drchrono’s request, Development User shall return to DrChrono all Confidential Information in its possession, including, without limitation, all copies and extracts thereof.

10. Notices

Any notice or communication from one party to the other shall be in writing and either personally delivered or sent via confirmed facsimile, recognized express delivery courier or certified or registered mail, postage prepaid and return receipt requested, addressed to such other party at the address provided by Development User during the sign-up process (in the case of notice to Development User) and 328 Gibraltar Dr, Sunnyvale, CA 94089 (in the case of notice to drchrono); provided, however, that DrChrono may also provide notice to Development User by email at the email address provided by Development User during the sign-up process. All notices shall be in English and effective upon receipt.

11. Miscellaneous
1. Authority. Development User represents and warrants to DrChrono that (i) Development User has the right and authority to enter into these Terms, to grant all rights herein granted and to fully perform its obligations hereunder, and (ii) Development User’s performance of its obligations under these Terms will not violate the terms of any other agreement to which Development User is a party.
2. Modifications. We reserve the right to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, you will be required to accept the modified Terms in order to continue to use the Services and Development Software. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 11.2, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
3. Entire Agreement. These Terms constitute the entire agreement between the parties with regard to the subject matter hereof. These Terms supersede all prior negotiations, understandings or agreements (oral or written) between the parties relating to this subject matter and all past dealing or industry custom. Except as set forth in Section 11.2, No waiver, consent, modification or change to these Terms shall bind either party unless in writing and signed by the party against which enforcement is sought, and then only in the specific instance and for the specific purpose given.
4. Force Majeure. DrChrono shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond drchrono’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; or any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.
5. Assignment. Development User will not transfer or assign these Terms, directly or indirectly, to another person without drchrono’s prior written consent. Any attempted assignment in violation of this Section 11.5 shall be null and void. Subject to the foregoing, these Terms are binding upon DrChrono and Development User and their permitted successors and assignees.
6. No Third Party Beneficiaries. Except as otherwise expressly provided herein, these Terms are for the benefit of the parties hereto and not for any other person or entity. These Terms shall not provide any non-party with any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without reference hereto.
7. Relationship of the Parties. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and neither party has any authority of any kind to bind the other in any respect.
8. Trademarks. Nothing in these Terms shall be construed to grant to either party any right, title or interest (including, without limitation, any implied license) in or to any trademarks, trade names, service marks, and logos of the other party.
9. Governing Law. These Terms will be interpreted and construed in accordance with the laws of the State of California and the United States of America, without regard to conflict of law principles.  All disputes arising out of these Terms will be subject to the exclusive jurisdiction of the state and federal courts located in Santa Clara County, California, and each party hereby consents to the personal jurisdiction thereof.
10. Severability. If any provision of these Terms is found invalid or unenforceable, the parties agree to replace the offending provision with an enforceable provision that most nearly achieves the intent and economic effect of the unenforceable provision and all other terms shall remain in full force and effect.
11. Interpretation. The headings of paragraphs and subparagraphs are intended for convenience only and should not be given any effect in construing the contents of the respective paragraphs and subparagraphs. These Terms will be construed and interpreted fairly, in accordance with the plain meaning of their terms and there will be no presumption or inference against the party drafting these Terms in construing or interpreting the same.
12. Waiver. The waiver by either party of any breach or default by the other party of any provision of these Terms shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has, or may have hereunder, operate as a waiver of any right, power or privilege by such party.
13. Remedies. Except as specifically provided otherwise, each right and remedy in these Terms is in addition to any other right and remedy, at law or in equity, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. The prevailing party shall be entitled to recover from the other its costs, expenses and reasonable attorneys’ fees incurred in connection with any action or proceeding to enforce or interpret these Terms or in obtaining and enforcing any judgment or order.