1. TERMS ACCEPTANCE AND REPRESENTATION

   1. Accepting the Terms These Terms of Use ("Terms") govern your access to and use of the Certified EHR YOUR WAY EHR 2015 Edition API, documentation, services, etc. By accessing or using the Certified EHR YOUR WAY APIs, you agree to be bound by these Terms. “Certified EHR YOUR WAY EHR API” means the API provided by EHR YOUR WAY 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 EHR YOUR WAY APIs in accordance with these Terms.
   2. Entity Representation If you are using the Certified EHR YOUR WAY 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

   1. Compliance You agree to be financially responsible for your use of the Certified EHR YOUR WAY 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 EHR YOUR WAY EMR APIs. You hereby grant EHR YOUR WAY the right to monitor and periodically audit in a reasonable manner your use of the Certified EHR YOUR WAY APIs, your App and other activities related to your obligations under these Terms.
   2. 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 EHR YOUR WAY EHR APIs, any technology, software, solution, equipment or any computer system.

3. GENERAL

   1. Changes EHR YOUR WAY may, in its sole and absolute discretion, make changes, modifications or updates to the Certified EHR YOUR WAY EHR API (including without limitation changes to the capabilities and tech specs), without notice to you.
   2. Global Availability EHR YOUR WAY makes no representations that the Certified EHR YOUR WAY 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 EHR YOUR WAY APIs from locations outside of the United States do so at their own initiative and are responsible for compliance with applicable local laws.
   3. Intellectual Property Rights You acknowledge and agree that the Certified EHR YOUR WAY EHR APIs and EHR YOUR WAY’s software, products and services are proprietary in nature, that EHR YOUR WAY claims all intellectual property rights therein as well as in all modifications, enhancements and alterations thereto, and that EHR YOUR WAY neither grants nor otherwise transfers any rights of ownership therein to you or any third party. No rights or licenses are granted by EHR YOUR WAY other than those rights expressly granted in these Terms, and EHR YOUR WAY reserves all rights not expressly granted.
   4. Waiver, Release and Limitation of Liability You acknowledge and agree that neither EHR YOUR WAY 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 EHR YOUR WAY, 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 EHR YOUR WAY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS OR SUPPLIERS FOR LOSSES OR DAMAGES YOU SUSTAIN IN CONNECTION WITH YOUR USE OF THE CERTIFIED EHR YOUR WAY EHR API AND ANY EHR YOUR WAY WEBSITES. EHR YOUR WAY MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS AND ACCURACY OF THE CERTIFIED EHR YOUR WAY APIs OR OTHER INFORMATION, TECHNOLOGY, SOFTWARE, PRODUCTS AND SERVICES PROVIDED BY EHR YOUR WAY FOR ANY PURPOSE. ALL SUCH TECHNOLOGY, INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. EHR YOUR WAY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE CERTIFIED EHR YOUR WAY 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 EHR YOUR WAY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY OTHER DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ACCESS, USE OR PERFORMANCE OF THE CERTIFIED EHR YOUR WAY APIs, WITH THE DELAY OR INABILITY TO USE THE CERTIFIED EHR YOUR WAY EHR APIs OR RELATED TECHNOLOGY, SOFTWARE OR SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE THE CERTIFIED EHR YOUR WAY APIs, SOFTWARE OR SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES OBTAINED FROM EHR YOUR WAY, OR OTHERWISE ARISING OUT OF THE USE OF THE CERTIFIED EHR YOUR WAY APIs, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF EHR YOUR WAY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE CERTIFIED CLINCMAX EHR APIs, OR WITH THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE CERTIFIED EHR YOUR WAY EHR APIs. NOTWITHSTANDING THE FOREGOING PARAGRAPH, THE TOTAL LIABILITY OF EHR YOUR WAY, 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 EHR YOUR WAY.

1. Indemnification YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS EHR YOUR WAY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS AND SUPPLIERS FROM AND AGAINST ALL CLAIMS, LIABILITIES, LOSSES, EXPENSES, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES, RESULTING FROM ANY VIOLATION OF THESE TERMS OR ANY ACTIVITY RELATED TO YOUR USE OF THE CERTIFIED EHR YOUR WAY APIS OR THE EHR YOUR WAY WEB SITES.
2. Term and Termination Either you or EHR YOUR WAY may terminate your right to use the Certified EHR YOUR WAY EHR APIs at any time, with or without cause, upon notice. EHR YOUR WAY also reserves the right to disable your API access in a production environment at any time, with or without cause. EHR YOUR WAY reserves the right to disable access to the EHR YOUR WAY EHR APIs if your App poses any security, privacy, or patient safety risks. The provisions concerning Indemnification, Waiver, Release and Limitation of Liability, and General shall survive any termination of these Terms.
3. Governing Law These Terms are governed by US federal law or the laws of the State of California
4. Application Developer Affirmations Application developer affirmations to Certified API Developers regarding the ability of their applications to secure a refresh token, a client secret, or both, must be treated in a good faith manner