PointClickCare FHIR API Terms and Conditions

This PointClickCare USCDI Connector API Access Agreement (“Agreement”) governs Developer’s access to and use of PointClickCare USCDI Connector APIs as defined herein. By accessing the PointClickCare USCDI Connector APIs, Developer agrees to be bound by the terms of this Agreement.

DEVELOPER IS RESPONSIBLE FOR CAREFULLY READING THESE TERMS BEFORE CLICKING “ACCEPT” AND/OR ACCESSING THE POINTCLICKCARE USCDI CONNECTOR APIS. BY CLICKING “ACCEPT” AND/OR ACCESSING THE POINTCLICKCARE USCDI CONNECTOR APIS, DEVELOPER IS CONFIRMING THAT THE DEVELOPER HAS READ AND ACCEPTED THESE TERMS FOR AND ON BEHALF OF DEVELOPER. DEVELOPER REPRESENTS AND WARRANTS THAT DEVELOPER POSSESSES THE LEGAL RIGHT AND ABILITY TO AGREE TO AND COMPLY WITH THIS AGREEMENT. IF DEVELOPER IS USING THE POINTCLICKCARE USCDI CONNECTOR APIS ON BEHALF OF AN ENTITY (E.G., AN APP COMPANY), DEVELOPER REPRESENTS THAT DEVELOPER HAS FULL AND PROPER AUTHORITY TO ACT ON BEHALF OF AND BIND THE ENTITY TO THIS AGREEMENT.

Definitions

  1. Activated Customers means any PointClickCare customer that has agreed to integrate with Developer’s Developed App and has issued a valid Letter of Authorization to PointClickCare to enable the exchange of information (including electronic health information) from Applicable PointClickCare Solutions the PointClickCare customer has subscribed to and the Developed App.
  2. Active Facility means an Activated Customer facility that is subject to a valid Letter of Authorization issued by such Activated Customer.
  3. Applicable PointClickCare Solutions means any PointClickCare software, solution or technology with which a Developed App interoperates or exchanges data (including any new versions, upgrades, updates, enhancements, derivative works or other modifications thereto).
  4. Authorized Use Case means the limited license granted to the Developer herein for PointClickCare to meet the obligations of the CURES Act and the specified API sets (API sets are subject to change from time to time) described on the Website.
  5. Developed App means a software application (including any new versions, upgrades, updates, enhancements, derivative works or other modifications thereto) developed and published by Developer which utilizes the PointClickCare USCDI Connector APIs to interoperate or exchange data with an Applicable PointClickCare Solution.
  6. Developer means a person or entity who agrees to the terms of this Agreement by electronic acceptance and/or is accessing the PointClickCare USCDI Connector APIs for the Developed App in accordance with the terms of this Agreement.
  7. Developer Account means the account with PointClickCare that provides Developer with access to the PointClickCare USCDI Connector APIs accessed from the Website, and as set forth in Section 3 of this Agreement.
  8. HIPAA means the Health Insurance Portability and Accountability Act of 1996, and any amendments thereto or implementing regulations.
  9. Letter of Authorization means a valid authorization letter from a PointClickCare customer authorizing Developer and PointClickCare to access the electronic health information of such customer’s Active Facilities and to transmit certain data among the parties.
  10. PHI means protected health information in the United States, as such term is defined in any applicable laws and regulations, specifically, but not limited to, HIPAA.
  11. PointClickCare USCDI Connector APIs means all works of authorship and any other embodiments of intellectual property rights in the set of Application Program Interfaces ( or “APIs”) and related underlying technologies, and related PointClickCare documentation and guidelines, developed, licensed or acquired by PointClickCare to define how applications are launched, authorized, authenticated, registered, context is shared, data service endpoints are discovered through use of applicable proprietary and/or FHIR service endpoints, and how Substitutable Medical Applications and Reusable Technologies (SMART) are implemented, to allow API-enabled apps to interoperate with Applicable PointClickCare Solution(s). 
  12. Updates mean those updates, enhancements and new releases to the PointClickCare USCDI Connector APIs to enhance the security or operation of the PointClickCare USCDI Connector APIs that PointClickCare makes generally commercially available.
  13. Website means PointClickCare’s USCDI Connector API website located at https://developer.pointclickcare.com/. 

Developer Account

Developer must register on the Website and establish a Developer Account prior to accessing any PointClickCare USCDI Connector APIs. When Developer establishes a Developer Account, PointClickCare may collect certain information such as contact information (e.g., name, address, telephone number and e-mail address) or demographic information (e.g., zip code, organization and/or role).  Developer agrees to keep all required information accurate and updated at all times. PointClickCare will use such information to provide Developer with relevant information about the PointClickCare USCDI Connector APIs and to contact Developer when necessary. 

Generally Available PointClickCare USCDI Connector APIs and Authorized Use Case

  1. PointClickCare USCDI Connector APIs. Upon establishment of a Developer Account and acceptance of this Agreement, PointClickCare will make generally commercially available certain PointClickCare USCDI Connector APIs for the Authorized Use Case described on the Website of this Agreement (“Generally Available PointClickCare USCDI Connector APIs”).
  2. Fees. PointClickCare makes Generally Available PointClickCare USCDI Connector APIs available to Developer free of charge upon Developer’s establishment of a Developer Account and acceptance and continued compliance with this Agreement. Usage-based fees may apply (to an Activated Customers and/or a health system or provider) for any PointClickCare USCDI Connector API once a Developed App is interfaced with an Applicable PointClickCare Solution and used by an Activated Facility. Any such fees will be set forth in a separate written agreement between PointClickCare and the applicable parties.

PointClickCare USCDI Connector API Access

  1. Limited License. Subject to Developer’s compliance with this Agreement, PointClickCare hereby grants to Developer a limited, revocable, non-exclusive, non-transferable license to access and use the PointClickCare USCDI Connector APIs solely as necessary to (i) interoperate with, enable and achieve the access, exchange, or use of electronic health information between Developer’s Developed App and any Applicable PointClickCare Solutions after a PointClickCare customer has submitted a valid Letter of Authorization to PointClickCare, (ii) demonstrate Developer’s Developed Apps to PointClickCare customers, and (iii) provide access to and any necessary support of Developer’s Developed Apps to PointClickCare customers. No rights or licenses are granted by PointClickCare other than those rights expressly granted in this Agreement. Notwithstanding anything to the contrary, the limited license granted to the Developer herein is in order for PointClickCare to meet the obligations of the US Department of Health and Human Services Office of the National Coordinator for Health Information Technology’s recently published final rule of the 21st Century Cures Act: Interoperability, Information Blocking (the “CURES Act”), which created new responsibilities for healthcare organizations to make electronic health information available to patients and third parties.
  2. Access Restrictions. The PointClickCare USCDI Connector APIs are proprietary to PointClickCare and may contain trade secrets. The PointClickCare USCDI Connector APIs are not sold to Developer. No right to use, print, copy, modify, create derivative works of, display, adapt, translate, distribute, disclose, decompile or reverse engineer the PointClickCare USCDI Connector APIs is granted to Developer or any third party, except as expressly set forth in this Agreement. Developer shall not sell, pledge, assign, rent or lease, transfer, or commercialize the PointClickCare USCDI Connector APIs or any derivative works thereof, in whole or in part, or take any action that would result in any third party obtaining any ownership of or other intellectual property rights in or to the PointClickCare USCDI Connector APIs or any portion thereof. PointClickCare reserves all rights, title and interest in and to the PointClickCare USCDI Connector APIs and all rights not expressly granted hereunder. Developer may not allow, expose or provide a third-party access to the PointClickCare USCDI Connector APIs without PointClickCare’s prior written consent in each instance, which may be withheld or conditioned in PointClickCare’s sole discretion.
  3. CURES Act Compliance. Each party agrees and acknowledges that PointClickCare USCDI Connector APIs are PointClickCare’s method for transferring data in compliance with the CURES Act, and that PointClickCare may have other methods for providing data in compliance with the CURES Act directly to PointClickCare customers. The Parties acknowledge that even if PointClickCare USCDI Connector APIs were PointClickCare’s only method of providing data, this Agreement and the obligations set forth herein are not information blocking, and that this Agreement is compliant with CURES Act exception(s). Developer agrees that if PointClickCare is technically unable to fulfil a request to access electronic health information, PointClickCare will fulfil the request without unnecessary delay in the following order of priority – using technology certified standards adopted in 45 CFR Part 170, or using content and transport standards specified and published by (1) the Federal Government, or (2) a standard developing organization accredited by the American National Standards Institute.
  4. Authenticity Verification. PointClickCare has instituted an objective process to verify the authenticity of the Developer within ten (10) business days of the Developer submitting the Developed App to PointClickCare for publishing.  Such verification shall include review of the official legal entity name and address of the Developer as registered with the applicable Secretary of State or Secretary of Commonwealth (the “Authenticity Verification”). Developer acknowledges and accepts that Developer will be required to cooperate with PointClickCare and provide accurate and complete information (including the requirement for resubmitting and/or updating Developer information) for the Developer Account and electronic acceptance of this Agreement for the purposes of the Authenticity Verification prior to the Developed App enablement for production use. 

Developed Apps

  1. Responsibilities. Without limiting the foregoing, Developer is solely responsible for the demonstration, pricing, sales support (including product analyst support), licensing, updating, configuration, installation, implementation, use, maintenance and technical support of Developer’s Developed App. Developer is solely responsible and liable for all representations, warranties, support and other obligations made by Developer to any third party or PointClickCare customer related to Developer’s Developed App, including claims arising from product liability, breach of warranty, use or misuse of data, and intellectual property infringement.
  2. Prohibitions. Developer will ensure that the Developed App does not: (a) store any plain text PointClickCare authorization credentials; (b) send spam emails; (c) access or support the Developer App from outside of Canada or the United States of America; (d) interfere with, or disrupt the integrity or performance of, the Applicable PointClickCare Solutions; (e) attempt to gain access to any other entity’s services, or systems, networks, or related data which Developer does not have a legal right to access; (f) copy, duplicate, reproduce, frame, or mirror any part of the PointClickCare USCDI Connector APIs or Applicable PointClickCare Solutions; (g) de-construct or reverse engineer the PointClickCare USCDI Connector APIs or Applicable PointClickCare Solutions; or (h) access the PointClickCare USCDI Connector APIs or Applicable PointClickCare Solutions to allow any Developer employee, contractor or agent to perform or run, for example, any automated or other process such as screen scraping, by using robots, web-crawlers, spiders or any other sort of bot or tool, for the purpose of extracting data, monitoring availability, performance, functionality, or for any other benchmarking or competitive purpose; or access the PointClickCare USCDI Connector APIs or Applicable PointClickCare Solutions in such a way that adversely impacts the performance of the PointClickCare USCDI Connector APIs or Applicable PointClickCare Solutions. Notwithstanding anything to the contrary, in addition to the remedies available to PointClickCare in accordance with applicable law or elsewhere provided in this Agreement, PointClickCare shall be entitled to seek injunctive relief for failure to comply with any of the obligations set forth in this Section, and such failure to comply shall be deemed a material breach of this Agreement. Notwithstanding the foregoing, this section shall be interpreted in a manner consistent with the interoperability and accessibility requirements set forth in the Cures Act, Sections 4001-4006, and its implementing regulations, as may be amended from time to time
  3. Acknowledgements. Developer hereby acknowledges:
    • Developer will comply with the PointClickCare USCDI Connector API documentation and guidelines listed on the Website.
    • It is Developer’s sole responsibility to license Developer’s Developed App to the applicable PointClickCare customer or patient. 
    • It is Developer’s sole responsibility to provide terms of service and privacy policy to users of the Developed App. 
    • Each Developed App must be approved in writing (by the PointClickCare customer through executing a valid Letter of Authorization) and registered for use by the applicable PointClickCare customer before PointClickCare will enable Developer’s Developed App within such PointClickCare customer’s environment.
    • It is Developer’s sole responsibility to implement Developer’s Developed App for the PointClickCare customer or a patient.
    • PointClickCare may use and disclose Developer’s performance and usage data relating to the PointClickCare USCDI Connector APIs for any purpose permitted by law so long as the data does not contain PHI (as defined under HIPAA).
    • PointClickCare’s USCDI Connector APIs are designed to support near-real time and asynchronous queries. PointClickCare may restrict the amount of data returned by certain queries to a specific page size or data set and require Developer to implement logic to incrementally page through the data set as needed to support application workflow. 
  4. Monitoring. PointClickCare may monitor and audit Developer’s use of the PointClickCare USCDI Connector APIs, Developer’s Developed App and other activities related to Developer’s obligations under this Agreement. PointClickCare may, in its sole and reasonable discretion, suspend, throttle or otherwise limit Developer’s Developed App activity if PointClickCare reasonably believes (i) Developer’s Developed App poses a threat to the operation, stability or security of PointClickCare’s or its client’s systems, infrastructure or services, or (ii) Developer’s Developed App may be compromised, contain viruses, material bugs or other errors.
  5. Updates. If PointClickCare has an Update to a PointClickCare USCDI Connector API, PointClickCare will issue a public notice of such Update on the Website. It is solely Developer’s responsibility to ensure that future versions of Developer’s Developed App are updated to interoperate with the then current version of the PointClickCare USCDI Connector APIs.

Representations; Warranties; and Disclaimers

  1. Audit Capabilities. Developer agrees and acknowledges Developer is solely responsible for complying with audit requests of an Activated Customer, including with respect to logging, reporting of statistics, and third-party security assessments for the use of the Developed App.
  2. Compliance with Laws. Developer is solely responsible for Developer’s use of the PointClickCare USCDI Connector APIs and agrees to comply with all responsibilities and obligations as stated in this Agreement. Developer warrants that at all times Developer will comply with all applicable laws, rules and regulations relating to the use of the PointClickCare USCDI Connector APIs, the Website (or any other PointClickCare websites) and the development, distribution, commercialization, license and use of Developer’s Developed App. Developer further acknowledges and agrees that, as it relates to the access and services under this Agreement, Developer is not a supplier to or downstream business associate (as defined under HIPAA) of PointClickCare. Developer is solely responsible for complying with relevant privacy legislation that applies to Developer and may have Developer’s own legal obligations which are separate and distinct from this Agreement to secure and to protect PHI and other information created, received, maintained, or transmitted to Developer by or through the PointClickCare USCDI Connector APIs. If the operation of the Developed App involves the use or disclosure of any PHI via the PointClickCare USCDI Connector APIs, Developer will enter into a valid business associate (or equivalent) agreement with each Activated Customer as required by applicable laws, rules and regulations.
  3. Viruses. Developer warrants that Developer’s Developed App will not contain or transmit any viruses or other malicious computer instructions, devices, or techniques that can or were designed to threaten, infect, damage, disable, or shut down the PointClickCare USCDI Connector APIs, the Applicable PointClickCare Solutions, or any other technology, equipment or computer system.
  4. Security. Developer warrants that Developer has implemented reasonable security measures, systems, and procedures to (i) ensure the confidentiality, integrity, and availability of all electronic health information Developer’s Developed App creates, receives, maintains or transmits, (ii) identify and protect against reasonably anticipated threats or hazards to the security or integrity of Developer’s Developed App or the electronic health information, and (iii) protect against reasonably anticipated, impermissible uses or disclosures of the electronic health information. Developer is responsible for all security obligations applicable to the licensing of Developer’s Developed App.
  5. Support. Developer warrants that Developer will maintain industry standard levels of support for Developer’s Developed App, including without limitation, a support guide and process for handling user issues, communications on planned downtime and unplanned events that is readily accessible by users, a policy on operating system patching, adequate support staffing, electronic tracking of issue resolution accessible by users, and an issue escalation process with appropriate service level standards.
  6. Functionality. Developer warrants that: (a) Developer will use best efforts to ensure that Developer’s Developed App does not regularly crash or produce unexpected errors; (b) information displayed by Developer’s Developed App does not modify or conflict with information displayed in the PointClickCare customer’s electronic health records software (EHR) and related services; (c) Developer’s Developed App does not include undocumented or hidden features inconsistent with the description of the Developed App; (d) Developer’s Developed App consumes FHIR resources relevant to the documented workflow, filters data effectively, and properly handles changes to the underlying dataset; and (e) Developer’s Developed App properly handles EHR-specific events, such as patient context changes and user context changes.
  7. Content. Developer warrants that Developer’s Developed App will only include content that Developer developed or that Developer has a license or written consent to use in connection with Developer’s Developed App. Developer further warrants that the Developed App, any content or other materials used within the Developed App, and the use of the same by Activated Facilities or patients will not constitute an infringement, misappropriation or other violation of any patent, trademark, copyright, trade secret or other intellectual property right of a third party.
  8. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, POINTCLICKCARE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, AND OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY ARISING FROM OR RELATED TO TITLE, MERCHANTABILITY, DATA LOSS, A COURSE OF DEALING, USAGE OR TRADE PRACTICE AND ANY IMPLIED WARRANTY OF NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE POINTCLICKCARE USCDI CONNECTOR APIS. POINTCLICKCARE DOES NOT WARRANT THAT THE POINTCLICKCARE USCDI CONNECTOR APIS WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES POINTCLICKCARE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE POINTCLICKCARE USCDI CONNECTOR APIS, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED FROM POINTCLICKCARE OR THROUGH THE POINTCLICKCARE USCDI CONNECTOR APIS WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. THE POINTCLICKCARE USCDI CONNECTOR APIS AND ALL RELATED SOLUTIONS AND SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS AND ARE SUBJECT TO TIME DELAYS.

Limitation of Liability; Indemnification

  1. Limitation of Liability. IN NO CASE SHALL POINTCLICKCARE BE LIABLE TO DEVELOPER OR ANY THIRD PARTY (INCLUDING CUSTOMERS) FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT TORT, OR ANY OTHER LEGAL THEORY EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SAME. SUCH EXCLUDED DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF SAVINGS OR REVENUE, LOSS OF USE OF THE POINTCLICKCARE USCDI CONNECTOR APIS, APPLICABLE POINTCLICKCARE SOLUTIONS OR THE SYSTEM OF WHICH THEY ARE PART, OR ANY ASSOCIATED DOWNTIME, COST OF CAPITAL, OR THE COST OF ANY SUBSTITUTE PRODUCTS OR SERVICES. POINTCLICKCARE’S MAXIMUM LIABILITY FOR ALL CLAIMS UNDER THIS AGREEMENT SHALL BE LIMITED TO $1,000.00 IN AGGREGATE.
  2. Indemnification. DEVELOPER AGREES TO INDEMNIFY, DEFEND AND HOLD POINTCLICKCARE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS AND SUPPLIERS HARMLESS FROM AND AGAINST ALL THIRD PARTY CLAIMS, LIABILITIES, LOSSES, EXPENSES, FINES, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES, RESULTING FROM (I) ANY VIOLATION OF THIS AGREEMENT, (II) DEVELOPER’S FRAUD, MISREPRESENTATION, WILFUL OR CRIMINAL MISCONDUCT, (III) DEVELOPER’S DEVELOPED APP OR ANY USE THEREOF BY A POINTCLICKCARE CUSTOMER; AND (IV) ANY ACTIVITY RELATED TO DEVELOPER’S ACCESS TO OR USE OF (A) THE POINTCLICKCARE USCDI CONNECTOR APIS (INCLUDING INFRINGEMENT OF THIRD PARTIES’ WORLDWIDE INTELLECTUAL PROPERTY RIGHTS, MISAPPROPRIATION OF TRADE SECRETS OR OTHER PROPRIETARY RIGHTS OR NEGLIGENT OR WRONGFUL CONDUCT), AND (B) DEVELOPER’S DEVELOPER ACCOUNT.

Confidentiality

  1. Confidential Information. “Confidential Information” shall mean non-public information disclosed to the recipient whether in writing, orally, electronically, by or on behalf of the disclosing party whether furnished before or after the date of this Agreement, which the disclosing party designates as being confidential information, or which under the circumstances of disclosure, ought to be treated as confidential. Confidential Information shall include, but is not limited to any and all of the following types of information which the recipient will have access to: all PointClickCare Technical Information, non-technical data, know-how, inventions, research or experimental work, design details and specifications, formulae, patterns, compilations, programs, devices, methods, techniques, processes, equipment and apparatus, drawings, financial data or information, price lists and pricing and sales policies, customer lists and customer information including prospective clients, investors, business and supplier relationships, business forecasts, sales and merchandising information, training and other manuals, procurement requirements, and data, marketing plans, business opportunities and the existence or status of negotiations in connection with this Agreement and any other information in any form which is not public and which gives the disclosing party an advantage over its competitors who do not know or use it. “PointClickCare Technical Information” includes Applicable PointClickCare Solutions, PointClickCare USCDI Connector APIs, product information and product plans, technical designs and specifications, software, algorithms, know-how, techniques, reports, methods, strategies, plans, documents, drawings, designs, tools, models, inventions and patent disclosures. Confidential and Technical Information may be disclosed in written, oral, electronic, website-based or other form and whether or not specifically identified as confidential at the time of disclosure. Where the Confidential Information combines information within the public domain or information already in the possession of the recipient, but the combination is not in the public domain, the combination shall constitute Confidential Information. Confidential Information expressly excludes information which: (a) is or becomes generally known or available through no act or failure to act on the part of the recipient; (b) is known by the recipient without any obligation to keep such information confidential at the time of receiving such information as evidenced by its written records; (c) is furnished to the recipient by a third party as a matter of right and without restriction on disclosure; (d) is independently developed by the recipient without any breach of this Section or this Agreement, as evidenced by its written records; or (e) is disclosed in response to a valid order of a court or other governmental body (provided that the recipient shall first have given notice to the disclosing party hereto and shall have made a reasonable effort to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued) or is otherwise required by law.
  2. Non-Disclosure. The recipient shall take measures to maintain the Confidential Information in trust and confidence at least (or greater) as protective as the measures it takes to maintain the confidentiality of the recipient’s own Confidential Information, and in no event less than reasonable measures, and shall not disclose to any third party nor use any Confidential Information except to the extent required to accomplish the obligations of this Agreement. Confidential Information shall not be used for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation control laws. The recipient shall be entitled to disclose Confidential Information only to its employees, officers, directors, consultants and representatives who have a need to know such information in order to carry out the obligations of this Agreement. The recipient shall remain fully liable and responsible for the use of the Confidential information by such persons, including the obligation to ensure that each is bound by a legal agreement containing obligations of confidence at least as comprehensive as those set out in this Agreement. The recipient will advise its employees, consultants and representatives who may have access to Confidential Information of its confidential nature and of their duty to protect such Confidential Information from improper disclosure. Recipient will not copy any Confidential Information of the disclosing party, except as authorized in writing by the disclosing party, and shall protect any such authorized copies in accordance with this Agreement. No rights or licenses to trademarks, inventions, copyrights or patents are implied or granted under this Agreement. All Confidential Information (including copies) shall remain the property of the disclosing party. 
  3. Duration of Obligations. The obligations of confidence and non-disclosure governing Technical Information provided to a recipient shall remain in effect in perpetuity or until such Technical Information is no longer confidential or a trade secret of the discloser. For Confidential Information that does not include, contain or comprise Technical Information, the obligations of confidence and non-disclosure shall remain in effect for three (3) years from the date of termination of this Agreement.
  4. Consequences of Breach. In the event of any breach of these confidentially obligations by the recipient, including the actual or threatened disclosure or unauthorized use of Confidential Information, the disclosing party may suffer an irreparable injury, such that no remedy at law will afford it adequate protection against, or appropriate compensation for, such injury. The recipient agrees that the disclosing party may be entitled to specific performance of the recipient’s obligations, as well as such further relief as may be granted by a court of competent jurisdiction.

Term and Termination

  1. Term. This Agreement shall commence on the date the Developer electronically accepts these terms on the Website or any other method prescribed by PointClickCare (the “Effective Date”) and continue until terminated in accordance herewith (such time period, the “Term”).
  2. Termination for Cause. Either party may terminate this the Agreement for cause: (i) upon thirty (30) days’ prior written notice to the other party of a material breach, if such breach remains uncured at the expiration of such notice period; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
  3. Termination for Convenience. Either PointClickCare or Developer may terminate this Agreement at any time upon sixty (60) days’ written notice to the other party.
  4. Effect of Termination. Upon the termination date of this Agreement for any reason: (i) all rights and obligations of the parties hereto will automatically terminate except for those set forth in this Section, Section 7.2 (Indemnification) and Section 8 (Confidentiality), and PointClickCare will not have any liability for the cessation of Developer’s access to the PointClickCare USCDI Connector APIs or Website; (ii) PointClickCare shall have no obligation to maintain or provide any termination or transition support to the Developer; (iii) Developer will permanently delete all data and any other Confidential Information that Developer stored in the Developed App or in Developer’s possession, except when doing so would cause Developer to directly violate any law or obligation imposed by a governmental authority; and (iv) Developer shall be solely responsible and directly liable to all Activated Customers for the continuation of support or delivery of any services related to the Developed App after the termination date of this Agreement. Termination of this Agreement shall automatically trigger termination of any amendments incorporated in the Agreement by reference.

Miscellaneous Provisions

  1. Publicity. Developer shall not issue any press release or publicity regarding this Agreement or its relationship with PointClickCare hereunder, or otherwise use in advertising, publicity, websites, marketing information or otherwise the name or any trademark or servicemark of PointClickCare or any affiliate of PointClickCare.
  2. Relationship. No joint venture, partnership, employment or agency relationship exists between Developer and PointClickCare as a result of this Agreement or use of the PointClickCare USCDI Connector APIs.
  3. Severability. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, any obligations, warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in effect.
  4. Nonexclusive Relationship. The parties acknowledge and agree that this relationship is nonexclusive. Nothing in this Agreement will impair PointClickCare’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions or contain the same or similar user interfaces or features as, or otherwise compete with, any Developed App, products, software or technologies that Developer may develop, produce, market, or distribute.
  5. Force Majeure. Neither party will be held responsible for any delay, deficiency or failure in performance due to causes beyond its reasonable control including fires, labor disruptions, strikes, embargoes, explosions, earthquakes, floods, pandemics, epidemics, civil unrest, wars, and terrorism.
  6. Governing Law. This Agreement is governed by, subject to, and interpreted in accordance with the laws of the State of Delaware, without regard to its conflicts of laws principles. PointClickCare’s performance of this Agreement is subject to applicable laws, including the Cures Act, and nothing contained in this Agreement is in derogation of PointClickCare’s right to comply with governmental, court and law enforcement requests or requirements relating to Developer’s use of the PointClickCare USCDI Connector APIs or information provided to or gathered by PointClickCare with respect to such use.  Use of the PointClickCare USCDI Connector APIs is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including without limitation, this paragraph.
  7. Assignment. Developer may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of PointClickCare. PointClickCare may freely assign this Agreement and its rights and obligations hereunder.
  8. Miscellaneous. Any cause of action or claim Developer may have with respect to PointClickCare must be commenced within one (1) year after the claim or cause of action arises. PointClickCare’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement.
  9. Feedback. In the absence of a separate written agreement to the contrary, PointClickCare is free to use any information, suggestions or recommendations provided to PointClickCare in connection with Developer’s use of the PointClickCare USCDI Connector APIs for any purpose, subject to any applicable patents, copyrights or trademarks. PointClickCare may freely use residuals from information provided by Developer to PointClickCare, provided, however, that the right to use residuals does not represent a license under any of Developer’s patents, copyrights or trademarks. As used herein, “residuals” means any information in non-tangible form retained in the unaided memories of PointClickCare’s employees who have had access to Developer’s information pursuant to Developer’s use of the PointClickCare USCDI Connector APIs, including ideas, know-how, or techniques contained therein. PointClickCare shall have no obligation to pay any royalties to Developer for any resulting work from PointClickCare’s use of any residuals.
  10. Changes. PointClickCare may add, delete or change its solutions or services, including without limitation, the PointClickCare USCDI Connector APIs, or Applicable PointClickCare Solutions, at any time without notice to Developer.
  11. Interpretation. For this Agreement: (a) the words “include”, “includes” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein”, “hereof”, “hereby”, “hereto” and “hereunder” refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice versa; and (e) words denoting any gender include all genders.
  12. No Construction Against Drafter. Each party to this Agreement hereby acknowledges that it has been advised of its right to engage independent legal counsel of its own selection in connection with the review and acceptance of this Agreement. As such, no party hereto shall be considered to be the drafter of this Agreement or any paragraph or term hereof and no presumption shall apply to any party as the “drafter.” Each party understands the advisability of seeking legal counsel and/or other professional advisors to review the Agreement, and has exercised its own judgment in this regard, and has relied on its own professional advisors when evaluating the propriety and legality of the Agreement.
  13. Entire Agreement. Each party acknowledges that this Agreement constitutes the complete and exclusive statement of the terms and conditions between the parties, which supersedes all prior proposals, understandings and all other agreements, oral and written, between the parties relating to the subject matter of this Agreement.  PointClickCare reserves the right to change the terms and conditions of this Agreement from time to time. In the event that any changes are made, the revised terms and conditions shall be, at PointClickCare’s sole discretion, (i) posted on the Website; or (ii) the Developer may be required to electronically accept the updated terms and conditions.