Terms of Service

Terms of Service

Thank you for sharing our vision to make health care work as it should. We welcome you to integrate your products and services with our cloud-based athenaNet® platform (“athenaNet”) through our application programming interface (“API”). In order to help you test, evaluate, and use the API, we are willing to make the API available to you pursuant to these terms of service (“terms”).

By using the API, you agree to these terms and you represent that you have the right, authority, and capacity to enter into these terms on behalf of yourself and your employer, if any. We reserve the right to update and change these terms from time to time without notice. You can always find the most recent version of these terms at: https://developer.athenahealth.com/page/terms.

1.    Rules of the Road

All use of the API and Athena-owned content, documentation, code,  and related materials made available to you on or through the API (“API Materials”) are subject to and must comply with these terms. Subject to these terms, we grant you a limited, non-exclusive, revocable, non-transferable, and non-sublicenseable license to use the API and API Materials solely to test, evaluate, and use the API and API Materials. Your use of the API is subject to certain limitations on access, calls, and use as set forth in these terms and I/O Docs. If we believe that you have attempted to exceed or circumvent these limitations, we may temporarily or permanently block your ability to access and use the API and API Materials. We may monitor your use of the API and API Materials to improve our services and to ensure your compliance with these terms. All rights not expressly granted in the terms are reserved by us and our licensors.

You shall not:

  • derive specifications from, reverse engineer, reverse compile, disassemble, translate, record, or create derivate works based on the API or API Materials;
  • use the API in a manner that delays, impairs, or interferes with system functionality for others or that compromises the security or integrity of any data, equipment, software, or system input or output;
  • enter, transmit, or send data through the API that is threatening, harmful, lewd, offensive, defamatory, or that injures or infringes the rights of others;
  • apply systems to extract or modify information from the API or athenaNet using technology or methods such as those commonly referred to as "web scraping," "data scraping," or "screen scraping";
  • use the API or API Materials or any part or aspect of them for any unlawful purpose or to mislead or harass anyone;
  • sell, rent, lease, sublicense, redistribute, or syndicate access to the API, athenaNet, or API Materials to any third party without prior written approval from us;
  • remove or alter any proprietary notices or marks on the API or API Materials;
  • access athenaNet directly; or
  • cause, assist, or permit any third party (including an end-user) to do any of the foregoing.

 

2.    Registration & Security

You must create an account to access and use the API. You must complete the registration process by providing current, complete, and accurate information when prompted. If any information changes, you agree you will promptly update your account information to reflect those changes. You will be issued one or more unique passwords, security codes, or tokens (each a “Key”). Access to the Key shall be limited to you and your agents, if any, that require access to the API for the purposes of conducting the testing of the API, and that have signed an agreement pursuant to which such agent agrees to protect third party confidential information with terms no less stringent than those set forth herein. You may not sell, transfer, sublicense, or otherwise disclose your account or Keys to any other party. You are responsible for maintaining the confidentiality of your account and Keys. You agree to notify us immediately at MDPOps@athenahealth.com if you believe that your account or Keys have been compromised. You are responsible for all activities that occur using your account and Keys, regardless of whether such activities are undertaken by you or a third party.

3.    Attribution

You may not use the athenahealth logos, trade names, trademarks, and service marks without our prior written permission.

4.    Ownership

athenahealth and our licensors own all right, title, and interest in and to the API, API Materials and athenahealth trademarks, and all related intellectual property rights. You hereby assign to athenahealth any such rights you may have or obtain in and to the foregoing. All rights not expressly granted to you in these terms are expressly reserved for athenahealth and its licensors.

5.    Fees

Providing the API has real costs for athenahealth. We cannot guarantee that access to the API will always be free. athenahealth reserves the right to charge fees for future use of or access to the API.

6.    Termination

We may change, suspend, or discontinue the API and suspend or terminate your use of the API and API Materials, including any license granted hereunder, at any time for any reason. You may also terminate upon written notice to us by e-mailing MDPOps@athenahealth.com. Upon termination for any reason, you will: (i) not use the API or API Materials for any purpose whatsoever; (ii) immediately destroy or return to us all material belonging to us or our licensors, including without limitation all copies of the API, API Materials and our Confidential Information then in your possession or control; and (iii) certify to us in writing that you have complied with the obligations listed above. The following sections shall survive any termination of these terms: sections 4, 6-12.

7.    Confidentiality

You may be given access to certain non-public information, software, technology, programming, and specifications relating to the API, including the API Materials and information belonging to clients of athenahealth or other third parties to which athenahealth owes a duty of confidentiality (“Confidential Information”), which is confidential and proprietary to athenahealth. You may use this Confidential Information only as necessary in exercising your rights granted in these terms. You may not disclose any of this Confidential Information to any third party without athenahealth’s prior written consent. You agree that you will protect this Confidential Information from unauthorized use, access, or disclosure in the same manner that you would use to protect your own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care.

8.    Compliance with Laws

You shall comply with the Health Insurance Portability and Accountability Act of 1996, and associated regulations, and other applicable federal and state laws and regulations.

9.    Indemnity

You agree to indemnify, defend, and hold harmless athenahealth and its affiliates, subsidiaries, officers, directors, employees, agents, licensors, and partners from and against any and all claims, suits, proceedings, damages, liabilities, losses, costs, and expenses (including, but not limited to, reasonable attorney’s fees) (all of the foregoing, collectively, “Claims”) to the extent that such Claims relate to or arise out of (a) any act or omission concerning your provision of products or services, (b) your use of the API or API Materials other than as expressly allowed by these terms, (c) your breach of these terms, (d) breach of an obligation owed by you to a third party, or (e) your violation of any applicable law or regulation.

10. Disclaimer of Warranties

ALL WARRANTIES, EXPRESS OR IMPLIED, WHETHER IN FACT, BY OPERATION OF LAW, STATUTORY, OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT) ARE HEREBY DISCLAIMED IN THEIR ENTIRETY. YOUR USE OF THE API AND API MATERIALS IS AT YOUR SOLE RISK. THE API AND API MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DISCLAIM: (A) ANY WARRANTY OF THE ACCURACY, COMPLETENESS, OR VALIDITY OF DATA OR INFORMATION RECEIVED THROUGH THE API OR THE API MATERIALS; (B) ANY WARRANTY OF THE CONTINUOUS AVAILABILITY OF THE API, OR THAT THE API WILL BE UNINTERRUPTED OR ERROR-FREE; AND (C) ANY WARRANTY THAT THE API, API MATERIALS OR FILES OR DATA AVAILABLE FOR ACCESS OR RECEIVED THROUGH THE API WILL BE FREE OF VIRUSES.

11. Limitation of Liability

In no event shall athenahealth and its affiliates, subsidiaries, officers, directors, employees, agents, licensors, and partners be liable for any indirect, special, punitive, exemplary, speculative, or consequential damages (including, but not limited to, any loss of use, loss of data, business interruption, and loss of income or profits), regardless of whether it had  notice of the possibility of any such damages. Under no circumstances shall athenahealth be liable to you for any direct damages in excess of $100.

12. General Provisions

  • Precedence –If you or your organization has an agreement with athenahealth for the provision of athenaNet Services or relating to use of the API, to the extent of any direct conflict or inconsistency between these terms and the terms of such agreement, the terms of the agreement shall control.
  • Definitions – In these terms, “athenahealth”, “we”, “us”, and “our” refer to athenahealth, Inc. and its subsidiaries.
  • Equitable Remedies – You agree that athenahealth would be irreparably damaged if you violate these terms, and therefore, you agree that athenahealth shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of these terms, in addition to any other remedy athenahealth may be entitled to at law or in equity.
  • Severability – If any provision of these terms is held to be unenforceable or overly broad, such unenforceability shall not render any other provision unenforceable, and the court or tribunal making such determination shall modify such provision so that the provision will be enforceable to the broadest extent permitted by law.
  • Independent Status – You agree that no joint venture, partnership, employment, or agency relationship exists between you and athenahealth as a result of these terms or your use of the API.
  • Assignment – athenahealth may assign these terms, in whole or in part, at any time with or without notice to you. You may not transfer, assign, or delegate these terms or your Keys to any third party.
  • No Waiver – athenahealth’s failure to exercise or enforce any right or provision of these terms shall not constitute a waiver of such right or provision.
  • Governing Law – These terms shall be governed by the laws of the Commonwealth of Massachusetts, without regard to conflict of law principles.