Terms of Use

THIS DEVELOPER LICENSE AGREEMENT DESCRIBES THE AGREEMENT BETWEEN THE PARTY SEEKING ACCESS TO THE DEVELOPER PORTAL (“DEVELOPER”) AND YOURCAREUNIVERSE, INC. (“YCU”); IF THE PERSON ACCEPTING THESE TERMS IS DOING SO ON BEHALF OF A COMPANY OR OTHER ENTITY, SUCH COMPANY OR ENTITY SHALL BE CONSIDERED PART OF “DEVELOPER” AND SHALL BE SUBJECT TO THE TERMS OF THIS AGREEMENT. PLEASE READ IT CAREFULLY. IF DEVELOPER DOES NOT ACCEPT THESE TERMS, DEVELOPER MAY NOT USE OR ACCESS THE YCU API.

1. Acceptance of the Agreement

This terms of use agreement (the "Agreement") governs Developer’s use of and access to YCU’s Developer Application Programming Interface, and to any data, documentation, software and other information made available in connection with Developer’s access or use of the Application Programming Interface, including the website through which YCU makes such available (collectively the “API”). Developer’s use of or access to the API will be deemed to be acceptance of this Agreement, and such Acceptance is a precondition of YCU’s provision of access to the API. Developer represents and warrants that it has all necessary right, power, and authority to enter into this Agreement on behalf of itself and any entity on whose behalf it enters this Agreement.

2. Modification of Terms

YCU reserves the right to modify these terms at any time in its sole discretion and without notice. Any changes to the Agreement are effective as of the time they are posted, and Developer’s continued use of the API after such time shall be considered acceptance of such modified terms.

3. Grant of Right

YCU grants to Developer a non-exclusive, non-transferrable, revocable, limited license to access and use the API, subject to the terms of this Agreement.

4. Developer Information

As a condition of using and accessing the API, Developer must provide YCU with certain information, including identifying information about Developer and a description of Developer’s purpose for accessing the API. Developer represent and warrant that the registration information it provides is complete and accurate to the best of its knowledge, and it will keep such information reasonably current.

5. Acceptable Use

Developer agrees to the following restrictions on access to and use of the API:

• Developer agrees it will not use the API for any purpose other than development related to, and towards the end of, providing health care consumers who utilize YCU’s patient portal product (“End Users”) access to such End User’s data held by YCU. Any other use is strictly forbidden.

• Developer will be responsible for the security of its login credentials. Developer will not allow any unauthorized User to access the API using Developer’s credentials, and shall be responsible for any use of or access to the API using such credentials.

• Developer will comply with all applicable laws in its use of and access to the API.

• Developer will not access any End User data or other information unless expressly authorized by such End User, and will only access End User data to the extent necessary to fulfill the End User request.

• Developer will not use the API in any manner that violates the intellectual property rights of any third party, and shall indemnify, defend, and hold harmless YCU from and against any claims, damages, costs (including attorneys’ fees) and losses related to any such infringement or alleged infringement.

• Developer will not introduce or transmit viruses or other malicious computer code during its use of and access to the API, and will use commercially reasonable anti-virus software to prevent such introduction and transmission.

6. Responsibility

Developer is solely responsible for Developer’s use of and access to the API. YCU has no responsibility or control over any development performed by Developer in conjunction with the API, including all acts or omissions of anyone permitted by Developer to use and access the API. YCU does not review any development conducted by Developer, YCU makes no representation that Developer’s use of the API will comply with Developer’s stated purposes or applicable laws or that the API is designed to comply with applicable laws. Developer acknowledges and agrees that that it bears all risks associated with the use of and access to the API, including any reliance on the accuracy, completeness, or usefulness of the API.

7. Property Rights

YCU is the sole and exclusive owner of all intellectual property rights in and to the API. Except as expressly authorized in writing by YCU, Developer may not reproduce, modify, sell, distribute, transmit, or create derivative works of the API, in whole or in part, by any means. Developer may not modify, decompile, or reverse engineer the API. Developer must retain any copyright or trademark notice or other notice of ownership. Developer acknowledges and agrees that no right, title or interest in the API is transferred to Developer as a result of its use of, access to, or development related to, the API. Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any license to intellectual property rights of YCU, whether by estoppel, implication, or otherwise.

8. Termination, Suspension, Limitation of Use

YCU reserves the right in its sole discretion at any time to terminate or suspend Developer access to the API or to revoke Developer credentials. Upon such termination or revocation, Developer will cease to have access to the API, and all of Developer’s use rights therein will cease. Any rights and obligations under the Agreement which by their nature should survive will remain in full effect after termination or expiration of the Agreement. YCU may also limit the use of the access to or use of API, including but not limited to the volume of traffic or data flow permitted, in its discretion.

9. Indemnity

Developer hereby agrees to indemnify, defend and hold harmless YCU and its affiliates, and their respective directors, officers, employees, contractors, licensors, suppliers and agents, from and against any losses, expenses, costs or damages (including reasonable legal fees, expert fees and other reasonable costs of litigation) suffered or incurred by YCU and its affiliates arising from or related to:

• Developer’s use of or access to the API

• Any infringement or alleged infringement of any third party intellectual property right resulting from or related to Developer’s use of or access to the API,

• Any End User claims related to Developer’s use of or access to the API, including but not limited to claims related to lost, misappropriated, or improperly disclosed End User data or other information.

• Developer’s violation of this Agreement

• Any negligence or willful misconduct by Developer.

10. Warranties

DEVELOPER’S USE OF THE API IS AT DEVELOPER’S SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED HEREIN. THE WEBSITE, INCLUDING ALL SERVICES AND CONTENT (AS DEFINED IN SECTION 1) IS PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. YCU MAKES NO WARRANTY, EXPRESS OR IMPLIED, IN OR REGARDING THE API, AND TO THE EXTENT PERMISSIBLE BY LAW YCU EXPLICITLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR USE. YCU DOES NOT WARRANT THAT THE API OR USE THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE API WILL MEET THE REQUIREMENTS OF DEVELOPER.

DEVELOPER ASSUMES ALL RISK FOR ANY DAMAGE TO ANY COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM USE OF OR ACCESS TO THE API, INCLUDING BUT NOT LIMITED TO ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.

11. Liability

TO THE EXTENT PERMISSIBLE BY LAW, NEITHER YCU NOR ITS AFFILIATES NOR THEIR RESPECTIVE SUPPLIERS OR LICENSORS SHALL BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY DIRECT, INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR OTHER ECONOMIC LOSS OF DEVELOPER OR ANY THIRD PARTY, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT GOVERNING LAW DOES NOT PERMIT SUCH LIMITATIONS TO BE APPLIED IN FULL, YCU’S LIABILITY SHALL BE LIMITED IN ALL RESPECTS TO THE GREATEST EXTENT PERMISSIBLE BY LAW.

12. Entire Agreement. This Agreement, represent the entire, complete and exclusive statement of the terms and the agreement between the parties, superseding any and all understandings, prior representations and agreements, whether oral or written, and all other communications relating to the subject matter of this Agreement. Developer agrees that it has read this Agreement, understands it, and agrees to be bound by its terms and conditions. Each party signing this Agreement has the full authority to bind the principal.

13. Laws and Jurisdiction. This Agreement, the rights and obligations of the parties hereunder, shall be governed by and in strict accordance with the laws of the State of Tennessee, without regard to its conflict of law rules. All actions, suits, or other proceedings with respect to this Agreement shall be brought only in a court of competent jurisdiction sitting in Nashville, Tennessee. EACH PARTY, TO THE EXTENT PERMITTED BY LAW, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS IT CONTEMPLATES.

14. Miscellaneous. Developer may not assign this Agreement to any other party. Any such attempt to assign this Agreement shall be deemed null and void. If any provision of this Agreement is declared to be invalid or unenforceable by a court of competent jurisdiction, such provisions shall be severed herefrom and the remaining provisions shall remain binding with the same effect as if such invalid or unenforceable provisions were deleted. No provision of this Agreement shall be deemed waived by YCU unless such waiver is contained in a written instrument signed by YCU. No such waiver shall be construed as a waiver of YCU’s rights upon subsequent defaults, whether or not similar. The headings in this Agreement are for convenience and reference only and shall not be given any effect in the interpretation of this Agreement. Except for permitted assigns, no provisions of this Agreement, express or implied, creates, and shall not be construed as creating, any rights enforceable by any person or entity not a party to this Agreement.