API LICENSE AGREEMENT (“Agreement”)
Effective Date: May 7, 2015
BY CLICKING ON THE BUTTON MARKED “Sign up,” USER AGREES TO USE THE API SOLELY IN ACCORDANCE WITH THE THIS AGREEMENT AND AGREES TO BE A PARTY TO AND BOUND BY THIS AGREEMENT ON BEHALF OF THE USER AS AN INDIVIDUAL AND AS AUTHORIZED BY USER’S COMPANY.
1.1 License Grant To User. BaseHealth grants to User and its authorized users (“Members”) a limited, personal, revocable, nonexclusive and nontransferable license, without the right to sublicense, to call the BaseHealth API (“API’s”) to access and use on-line documentation and resulting information and data provided as a text file (“Content”) subject to User and its Members’ compliance with this Agreement and the payment of all Fees as described in Section 2. All rights not specifically granted herein are reserved by BaseHealth.
1.2 Content. Content consists of: (a) Curated Content – curated information and data on diseases put together by BaseHealth scientists; (b) Anonymous Assessments – assessment and recommendation information or data provided in response to information User provides; (c) Food Response or Drug Response – food and drug response information or data provided in response to a set of information or data provided by User; (d) Member’s Personalized Member Information – member’s personalized assessment approved by member to be shared with the User; and, (e) such other Content as the parties first agree (e.g. Content derived from health and well-being applications, EHR integrations, education applications, disease management applications).
1.3 Restrictions. User and its Members shall not access or use, nor permit a third party to access or use the API’s or Content other than as permitted by this Agreement, in compliance with all contracts and agreements and applicable laws and regulations including, by way of example and not limitation, compliance with all applicable laws and regulations governing the presentation of assessments to the Members.
1.4 Ownership. The API’s and Content are copyrighted by, proprietary to and a trade secret of BaseHealth. BaseHealth retains the title, ownership and intellectual property rights in and to the API’s and Content, all derivatives thereof and all subsequent copies regardless of the form or media. The API’s and Content are protected by the copyright laws of the United States and international copyright treaties. User and Member shall not remove any copyright notices or proprietary notices from the API’s or Content. User agrees to promptly notify BaseHealth of any known or suspected breach of BaseHealth’s intellectual property rights or other proprietary rights, by User, its Members or any third parties.
User will pay the fees posted on the website for each call to the API’s (“Fees”). Fees are nonrefundable for any reason and payable using a credit card registered before User or Member will be permitted use and access to the API’s or Content. The registered card will be automatically billed on usage of the API’s or Content. User is responsible for all credit card fees charged by the credit card company or payment processor. BaseHealth may suspend User and its Member’s access and use to API’s for nonpayment in addition to all other legal and equitable remedies.
User and its Members shall indemnify, defend and hold BaseHealth (including attorneys’ fee, costs of litigation and any other damages and costs) harmless from and against any claims, causes of action, damages, liabilities arising from or relating to this Agreement, access and use of the APIs and Content, negligence or willful misconduct.
4. WARRANTY EXCLUSION.
5. LIMITATION OF LIABILITY.
IN NO EVENT IS BASEHEALTH LIABLE TO USER, MEMBERS OR ANY THIRD PARTY UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE API’S OR CONTENT, EVEN IF BASEHEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. IN ANY EVENT, BASEHEALTH’S AGGREGATED LIABILITY TOWARDS ANY USER OR MEMBER SHALL BE LIMITED TO $100.00.
6. TERM AND TERMINATION.
BaseHealth may assign its rights and obligations under this Agreement, in whole or in part, in its sole discretion. User and Member may not assign its rights or obligations under this Agreement without BaseHealth’s prior written permission. Any attempt to do so without BaseHealth’s permission is void. Any permitted assignment binds and benefits permitted successors and assigns. In addition to any other rights or remedies, BaseHealth is entitled to injunctive and other equitable relief, without posting bond or other security, to prevent any material breach of this Agreement and is entitled to recover its attorneys’ fees and costs in connection with any action brought hereunder. This Agreement shall be governed by the laws of the State of California, USA. The parties agree that the State and Federal courts located in San Mateo County, California constitute a convenient forum for any litigation and both parties submit to the jurisdiction of such courts. All required notices required will be in writing, sent to the address a party last has on record for the other party and deemed given once delivered or rejected. Any provision of this Agreement found to be illegal or unenforceable shall be deemed severed, and the balance of this Agreement shall remain in full force and effect. Neither party’s right to require performance of the other party’s obligations hereunder shall be affected by any previous waiver, forbearance or course of dealing, unless or only to the extent of any waiver given in writing. Failure or delay by either party to exercise any of its rights, powers or remedies hereunder shall not constitute a waiver of those rights, powers or remedies. The division of this Agreement into sections and the insertion of headings are for convenient reference only, and shall affect neither the construction nor the interpretation of this Agreement. User and Member agrees that the Content will not be shipped, transferred, or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions, or regulations and will otherwise be used in accordance with all laws and regulations. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter described in this Agreement and supersedes all oral or written prior statements, representations, discussions, negotiations and agreements. No supplement or amendment of this Agreement shall be binding, unless executed in writing by both parties and specifically referencing the supplementing or amendment of this Agreement.