Developer Terms of Service

These Developer Terms of Service,  BAA, and any other policies, terms or conditions which apply to the Developer Services (collectively, the “Developer Terms” or “Terms”) are a legal agreement between you (“you”, “your”, or “Developer”) and Prime DataQ Health, LLC (“DataQ”, “we”, “our”, “us”)  governing your use of the Developer Services and the DataQ Platform. You represent to DataQ that you have the authority to bind your legal entity to the Developer Terms. As such, “you”, “your” or “Developer” refers to you and that organization.

YOUR USE OF THE DEVELOPER SERVICES AND THE DATAQ PLATFORM CONSTITUTES YOUR ACCEPTANCE TO THESE DEVELOPER TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE DEVELOPER TERMS, YOU SHOULD NOT USE THE DEVELOPER SERVICES OR THE DATAQ PLATFORM.

The DataQ Platform enables you to use the Developer Services, including to develop and provide Applications on the DataQ Platform, and to interact and share data with other Participants in the DataQ Network, including Patients, health care providers, and Service Partners.

We may make changes to these Developer Terms from time to time.  Unless we note otherwise, changes to these Developer Terms become effective 30 days after they are posted. Notwithstanding the foregoing, we may make changes to the Developer Terms effective immediately to comply with Applicable Law or as necessary to support new functionality. If you do not accept the changes to the Developer Terms, you must stop using the Developer Services and the DataQ Platform.

  1. Account Terms.
    • Creation of Developer Account. Developers must create a Developer Account to use the Developer Registration for a Developer Account will require you to participate in DataQ’s Verification Process described in subsection (b) below.
    • Verification Process. Prior to your use of the Developer Services and access to the DataQ Platform and the DataQ Network, we require you to participate in our Verification This Verification Process may include requests for information about your legal entity, your Affiliates, and the services you provide to Your Users. You authorize our service providers and other third-parties to disclose, and for us to retrieve, information about you, including but not limited to, credit reporting agencies and information bureaus. You acknowledge that our information requests may include your name, address, and other data about you or your representatives. You acknowledge that we may use your information to verify any other information you provide, and that any information we collect may affect our assessment of your overall risk to our business or compliance with these Developer Terms. We may periodically update our requests for information from time to time as part of  our Verification Process. You represent and warrant to us that the information you provide to us during the Verification Process is true, complete, and accurate in all respects.
    • Keeping Your Account Current. You agree to keep the information in your Developer Account You must promptly update your Developer Account with any changes to your legal entity or provision of services, including information related to your HIPAA Category, Affiliates, or any other relevant information.
  2. Developer Services
    • Use of the Developer Services. During the Term, and subject to your compliance with these Developer Terms and any Documentation, you may use and integrate the Developer Services into your Application solely (i) for Patients with whom you have a Patient Relationship (as defined in DataQ’s Privacy Policy), (ii) for Authorized Activities, and (iii) to access Patient Data when you meet the Permitted Access
    • Use of Patient Data. Subject to our compliance with the obligations set forth in Section 5 (Patient Data & Regulatory Requirements) below, you authorize us to use and disclose your Patient Data in order for us to provide the Developer Services to
    • Restrictions on Use.
      • APIs. You may only use APIs specifically identified for Developer use in the Documentation. You may not use, access, or call any private, internal, or other APIs to which you may have access through the Developer Services.
      • Harmful Material. You agree that you will not upload, transmit, or otherwise provide to or through the Developer Services any information, data, or content that violates the Acceptable Use Policy or which contain, transmit or activate any  harmful, malicious or destructive code.
      • Marks & Labels. You will not remove any copyright, trademark, proprietary rights, disclaimer, or warning notice included on or embedded in any part of the Developer Services or Documentation, including any screen displays or any other products or materials provided by DataQ.
      • Usage Limits. You will only use the Developer Services in accordance with any usage limits included in the order form.
      • Modification. You may not and you agree not to, or enable others to, copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, decrypt, or create derivative works of the Developer Services, the Documentation, or any part or component thereof.
      • Developer Content. You agree not to load or incorporate into the Developer Services any Developer Content from a third-party, whether clinical or otherwise, without permission to do so from the applicable third-party licensor, and you are responsible for obtaining any necessary permissions to do so.
    • Reciprocity. You will abide by a set of common minimum requirements set forth in the Documentation for participating, contributing, and sharing Patient Data in order to receive and benefit from the DataQ Network.
    • Service Levels. We will provide the DataQ Platform in accordance with uptime commitment set forth in the Developer Services Any Service Credits set forth in the Developer Services SLA shall be your sole and exclusive remedy for any failure by us to achieve the uptime commitment.
    • Support. We will provide support services for your use of the Developer Services during normal business hours, Monday through Friday, excluding major holidays. You are responsible for supporting your Application and your Application Users.
    • Changes to the Developer Services. We may make changes to the features and functionality of the Developer Services from time to time; however, we will not materially decrease the overall functionality of the Developer You are responsible for ensuring that each Application you build is compatible with then-current Developer Services. We will try to avoid making changes to the Developer Services that are not backwards-compatible; however, if such changes are necessary we will use reasonable efforts to let you know at least 60 days prior to implementation of the changes.
  3. Your Application and Your Users.
    • Your Application. You are solely responsible for the delivery of your Application to your Application Users. We have no liability or responsibility to you or your Application Users with respect to the delivery, performance, or availability of your Application (subject to our responsibilities under Section A(2)(e) above), or the Application’s compliance with Applicable Law. Your Application may not allow or enable your Application Users to use the Developer Services to access any Patient Data for Patients for whom you or they do not have a Patient Relationship for one or more Authorized
    • Your Users.
      • Identity and Access Controls. You will verify the identity of Your Users and ensure that only individuals who meet your requirements are able to access your Application and any Patient Data which may be accessible through the DataQ Platform and the DataQ Network.
      • Your Developer Users. You are responsible for ensuring that your Developer Users comply with all relevant provisions of these Developer Terms and Documentation when using the Developer Services.
      • Your Application Users. You agree that each Application User will accept Your User Agreement, which will require, at a minimum, that each Application User only use the Application for Authorized Activities, as permitted by Applicable Law. Your User Agreement will include acceptable use terms substantially consistent with DataQ’s Acceptable Use Policy. You will ensure that your Application Users comply with the terms of Your User Agreement and you will take immediate enforcement action for any violations.
  4. Evaluation Tools
    • Use of the Developer Sandbox. You may use our Sandbox Environment for testing, demonstration, or evaluation The Sandbox Environment is governed by separate Developer Sandbox Terms of Service (“Sandbox Terms”). The Sandbox Terms are incorporated into these Developer Terms and they will  continue to be in effect for the Term of the Developer Services. Your use of the Sandbox Environment is limited to Test Data (as defined in the Sandbox Terms), even when you are using Developer Services in production.
    • Early -Release Products and/or Features. We may provide you access to early-release products and/or features. These releases may be unstable and/or change in ways that are not backwards-compatible. It is at our sole discretion whether to include these early-release products and/or features in the Developer Services. The Developer Services SLA and support obligations set forth in Section A(2)(e) above do not apply to these early-release products and/or EARLY-RELEASE PRODUCTS AND/OR FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH NO WARRANTIES WHATSOEVER, AND WE WILL HAVE NO LIABILITY AND NO OBLIGATION TO INDEMNIFY FOR ANY EARLY- RELEASE PRODUCTS AND/OR FEATURES.
  5. Patient Data & Regulatory Requirements
    • Patient Data Governance. As you use the Developer Services to contribute to and access the Common Patient Record in the DataQ Platform and to interact with other Participants in the DataQ Network, you agree to comply with the following requirements:
      • Authorized Activities. You may only use the Developer Services and access the DataQ Platform and DataQ Network for, and you may only deliver your Applications using the Developer Services and DataQ Platform for the Authorized Activities, as defined in DataQ’s Privacy Policy consistent with the HIPAA Minimum Necessary Standard.
      • Permitted Access Requirements. We will only allow you or others to access the Common Patient Record if you meet the applicable Permitted Access Requirements set forth in DataQ’s Privacy Policy.
      • Common Patient Data. Consistent with the requirements of HIPAA and the Cures Rules, Patient Data that meets the definition of a Designated Record Set must be accessible to other Developers using the DataQ Platform or other Participants in the DataQ Network, subject to the limitations and requirements set forth in this subsection (a). We will include in the Common Patient Record any Patient Data that you, or any other Developer or Participant, upload to or share with DataQ through or by using the Developer Services that meets the definition of DRS Requirements set forth in DataQ’s Privacy Policy. If you meet the Permitted Access Requirements for a Patient, you will be able to access that Patient’s Common Patient Record and use or disclose Patient Data from the record for Authorized Activities (as defined in DataQ’s Privacy Policy). Neither you nor other Developers or Participants may impose any limitation or restriction on who may access the Common Patient Record or how Patient Data from the Common Patient Record may be used or accessed by a Participant.
    • Privacy
      • Privacy Policy. You and DataQ both agree to follow DataQ’s Privacy Policy, as may be updated or revised from time to time.
      • DataQ Privacy Responsibilities. We will comply with the privacy requirements set forth in the DataQ BAA and provide the Developer Services in compliance with these Developer Terms and the provisions of Applicable Law, including without limitation, HIPAA and the Cures Rules, in all material respects.
      • Your Privacy Responsibilities. You are responsible for your own compliance with any legal or regulatory requirements of Applicable Law, including ensuring that your uses and disclosures of Patient Data comply with federal and state privacy laws. You are solely responsible for the disclosure, transmission, and/or receipt of any Patient Data which is contrary to or prohibited by any federal or state privacy law. You are also solely responsible for determining and/or ensuring that any requirement for notice, authorization, consent, or permission which is required as a condition for a disclosure, use, transmission or receipt of Patient Data has been met.
      • Developer Privacy Documentation. You will create and maintain privacy policies and documentation that comply with Applicable Law in all material respects and adequately and accurately disclose how you collect, use, store and disclose Patient Data or other user data (“Developer Privacy Documentation”) and you will consistently apply and follow such Developer Privacy Documentation. You will make your Developer Privacy Documentation easily accessible by Patients and/or Application Users, as applicable. Without limiting the foregoing, you agree that you will only use and disclose Patient Data for the purposes or activities you disclose in the Developer Privacy Documentation.
      • Specially Regulated Data. You acknowledge that certain Patient Data (such as HIPAA Psychotherapy Notes, mental health information, substance use disorder information, HIV status) may be subject to certain additional or specific notice, consent, or authorization requirements under Applicable Law (“Specially Regulated Data”). You may only use the Developer Services to upload or share Specially Regulated Data if you have satisfied any conditions or requirements applicable to such data.
      • Network Opt Out. Each party will respect a Patient’s decision to opt out of any sharing of Patient Data through the Developer Services or the DataQ Platform. Provided that the Patient has not revoked consent to your use of their Patient Data, you may continue to use the Developer Services for Authorized Activities, but without sharing of his or her Patient Data into the Common Patient Record.
    • Security.
      • Developer Security Policy. You agree to follow the Developer Security Policy, as may be updated or revised from time to time.
      • DataQ Security Responsibilities. We will implement and maintain administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Patient Data as described in the Developer Security Policy.
      • Your Security Responsibilities. You will implement and maintain administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Patient Data as described in the Developer Security Policy. You will not, and you will not allow or enable any of Your Users to, bypass or breach any security feature, device, or protection used by the Developer Services. You and your Users may not access the Developer Services other than through your or their own then valid access credentials.
  6. Mutual Confidentiality
    • General. Each party will only use the other party’s Confidential Information to exercise the receiving party’s rights and fulfill its responsibilities under these Developer Terms and will use reasonable care to protect against the disclosure of the disclosing party’s Confidential The receiving party may disclose Confidential Information only to its Affiliates, employees, agents, or professional advisors who have a need to know and are bound by confidentiality obligations at least as restrictive as those set forth herein. The disclosing party agrees that the foregoing obligations will not apply with respect to any information that the receiving party can document (i) is or, through no improper action or inaction, if action is required, by the receiving party or any Affiliate, agent, consultant or employee, becomes generally available or known to the public, or (ii) was rightfully in its possession or known by it prior to receipt from the disclosing party, or (iii) was rightfully disclosed to it by a third-party having no obligation of confidentiality, or (iv) was independently developed without use of any Confidential Information of the disclosing party, or (v) is disclosed by the disclosing party to a third-party without a requirement of confidentiality.
    • Compelled Disclosures. Notwithstanding any other provision of these Developer Terms, a receiving party or its Affiliate may disclose Confidential Information to the extent compelled by court order, subpoena, warrant or other valid legal authority; provided that the receiving party uses commercially reasonable efforts to promptly notify the other party before any such disclosure (to the extent legally permitted).
    • Publicity & Network Transparency. You may state publicly that you are a DataQ Developer and that you are using the DataQ Platform and Developer Services and are a Participant of the DataQ DataQ may identify you as a Participant in the DataQ Network and as a contributor to the Common Patient Record.
  7. Intellectual Property
    • DataQ Ownership.
      • DataQ IP. As between you and DataQ, we exclusively own and reserve all right, title, interest in and to the Developer Services, the DataQ Platform, the Documentation, System Data, Feedback, and our Confidential Information (together, the “DataQ IP”). Notwithstanding the foregoing, DataQ does not claim any ownership over your Patient Data.
      • Feedback. We own any Feedback you provide to DataQ and we are entitled to implement, use, and incorporate into the Developer Services any Feedback without restriction or limitation.
    • Your Ownership.
      • Developer IP. As between you and DataQ, you exclusively own and reserve all right, title, interest in and to your Application, your Patient Data, Developer Data, Developer Content, Developer Documentation, and your Confidential Information (together, “Developer IP”).
      • Common Patient Data. You acknowledge and agree that, with regard to any Patient Data that you upload to or share with the Developer Services that is included in the Common Patient Record (“Common Patient Data”), as between you and any other Developer (“Common Developer”) with which you share a given Patient (a “Common Patient”), you and such Common Developer both have equal right, title, and interest in Patient Data for the Common Patient included in the Common Patient Record. Nothing included in this Section, or otherwise in these Developer Terms, requires you to share Patient Data that does not meet the DRS Requirements or provide any other Developer or third-party any right, title or interest in any Patient Data you upload to or share with the Developer Services that are not Common Patient Data.
      • Our Use of Data. We may use the data we store, process, receive, or create through the Developer Services and the DataQ Platform, including Patient Data, Developer Data, and Transaction Data as described below.
        • Patient Data. We may only use Patient Data as authorized under these Developer Terms and as permitted by the DataQ BAA and Applicable Law.
        • Developer Data. We may use Developer Data for purposes of providing the Developer Services or making the DataQ Platform available to you, providing related support services, or for our proper management and administration as permitted by Applicable Law. Developer Data will not be included in a Common Patient Record.
        • Transaction Data. We may use and disclose Transaction Data to administer, facilitate or provide the Developer Services, or improve or provide additional Developer Services, except that we may not disclose to any third-party any Transaction Data that may identify you unless permitted by Section A(6) (Confidentiality) of these Developer Terms.
        • System Data. We may use, disclose, market, license, distribute, sell, receive remuneration for, create derivative works of System Data as permitted by Applicable Law.
      • Trademarks. Except as expressly provided, these Developer Terms do not give either you or DataQ the right to use the other party’s trademarks, logos, or service marks without the other party’s prior written If or when permitted, any use of or reference to either party’s trademarks, logos or service marks may be done only in strict accordance with these Developer Terms.
  8. Payment Terms
    • Fees. You agree to pay the fees for the Developer Services set forth in an executed Order Form or associated pricing list (“Fees”). Except as otherwise set forth herein, your payment obligations are non- cancelable and Fees paid are non-refundable. You agree that your payment of the Fees is not contingent on the delivery of any future features or
    • Billing. At the end of each month, we will issue an invoice that identifies the Fees payable based on your use of the Developer Services that Unless otherwise agreed in an Order Form, you will pay the Fees within 30 days of receipt of the invoice. Unless we authorize otherwise, you will pay by credit card, debit card, or other approved electronic payment method.
    • Taxes. You are responsible to pay for all taxes, customs, duties, fees, and other charges imposed by any governmental authority, including any value added tax, goods and services tax, sales tax, use or consumption tax, and/or withholding tax on the Developer You are not responsible for any taxes based on our net income, net worth, asset value, property value or employment. If you are tax- exempt, you will provide us with the appropriate certificate or other evidence of tax exemption.
    • Payment Disputes. You must notify us within 30 days of receipt of an invoice for any Fees that you wish to You may withhold any disputed Fees without suspension of the Developer Services or assessment of a late fee until the dispute is resolved, so long as you act reasonably and in good faith and cooperate diligently with DataQ to resolve the dispute.
    • Late Payments. Except in the case of a good faith dispute as described in Section A(9)(d), if you fail to pay the Fees when due, we may (i) assess and you will pay, a late fee of the lesser of 5% per month or the maximum amount allowable by Applicable Law,  and/or (ii) suspend the Developer Services for your Developer Account, until the Fees are paid in full.
  9. Term, Termination & Suspension
    • Term. The order form will set forth the initial term of your use of the Developer Services (“Initial Term”). The order form will thereafter automatically renew for additional one-year periods (collectively with the Initial Term, the “Term”) unless either party provides written notice of its intent to terminate no later than 90 days prior to the end of the then current Notwithstanding the foregoing, if no Initial Term is designated on the order form either party may terminate your use of the Developer Services at any time with 30 days’ prior written notice to the other party. These Developer Terms are effective on the date they are accepted by you and will continue in effect until expiration or termination of all order forms executed by the parties.
    • Termination for Inactivity. DataQ reserves the right to terminate your access to the Developer Services upon 30 days advance written notice if, for a period of 60 days you have not accessed the Developer Services or had any activity in the Developer Services and no Term is designated on your order
    • Termination for Breach. To the extent permitted by Applicable Law, either you or DataQ may terminate an order form and these Developer Terms immediately on written notice if (i) the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice of the breach, or (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90
    • Suspension of Services. We may immediately suspend your use of the Developer Services and the DataQ Platform if we determine in good faith: (i) that you have materially breached any provision of these Developer Terms; (ii) that the information you provided as part of the Verification Process is materially incomplete, inaccurate, or misleading; (iii) there is an unusual and material increase in your use of the Developer Services and such increase negatively impacts the operating capability of the Developer Services; (iv) that our provision of Developer Services to you is prohibited by Applicable Law; or (v) there is any use by you or one of your Application Users that threatens the security, integrity or availability of the Developer Services or DataQ If we suspend the Developer Services pursuant to Section 8(e) or this Section 9(d) we will have no liability for any damage, costs, losses (including any loss of data or profits), or any other consequences that you may incur in connection with such suspension. We will  notify you as soon as possible if we are unable to notify you prior to suspension of your access to the Developer Services.
    • Effect of Termination.
      • DataQ BAA. Termination of the Developer Terms for any reason under this Section will also result in the immediate and automatic termination of the DataQ BAA on the same date termination of the Developer Services takes effect.
      • Transition. Upon termination of these Developer Terms for any reason under this Section, (A) you will notify your Application Users that their access to the Developer Services has terminated and that we may withhold, remove or discard any content, data or other information that Application Users post or upload to the DataQ Platform while using the Developer Services; and (B) DataQ will use commercially reasonable efforts to enable you to export or transfer your Developer Data and Patient Data contained in the DataQ Platform.
  10. Representation & Warranties
    • DataQ Representations & Warranties. We represent and warrant to you that the Developer Services will perform in accordance with the Documentation in all material respects. Our sole obligation, and your sole and exclusive remedy, for any non-conformities to the express warranty set forth under this Section, will be for us to (at our option): (i) remediate any material non-conformity; or (ii) refund to you a pro-rata amount of the Fees you actually paid for the time period during which the affected services do not comply with this
    • Developer Representations & Warranties. You represent and warrant to us that your Application and your Developer Documentation comply with Applicable Law in all material You also represent and warrant to us that (i) you have provided to us, and will continue to provide to us, any notices you receive from Patients; and (ii) you have obtained, and will continue to obtain, any permissions or consents that may be required by Applicable Law for use or disclosure of any Developer Data, Patient Data, and any other Developer Content with or through the Developer Services or the DataQ Network.
  11. Disclaimers
    • GENERAL. THE DEVELOPER SERVICES, THE DATAQ PLATFORM, AND THE DATAQ NETWORK ARE PROVIDED “AS IS”, AND EXCEPT AS EXPRESSLY PROVIDED IN THESE DEVELOPER TERMS, WE MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR TO THE FULLEST EXTENT PERMITTED BY LAW WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT, OR ERROR-FREE OR UNINTERRUPTED USE OF THE DEVELOPER SERVICES, THE DATAQ PLATFORM, AND THE DATAQ NETWORK.
    • CONTENT. WE ASSUME NO RESPONSIBILITY FOR THE ACCURACY, UP-TO-DATE STATUS, OR COMPLETENESS OF ANY CONTENT CREATED BY, AVAILABLE IN OR SHARED THROUGH THE DEVELOPER SERVICES, THE DATAQ PLATFORM, OR THE DATAQ NETWORK, INCLUDING PATIENT DATA, NOR ITS COMPLIANCE WITH ANY LEGAL REQUIREMENTS OR
    • CLINICAL RESPONSIBILITY. YOU ACKNOWLEDGE AND AGREE THAT THE DEVELOPER SERVICES, THE DATAQ PLATFORM, AND THE DATAQ NETWORK AND ANY AVAILABLE PATIENT DATA OR CLINICAL CONTENT PROVIDED THROUGH THEM ARE NOT INTENDED TO BE MEDICAL ADVICE OR INSTRUCTIONS FOR MEDICAL DIAGNOSIS, TREATMENT, OR CARE BY DEVELOPERS OR YOUR APPLICATION USERS. THE DEVELOPER SERVICES ARE NOT A SUBSTITUTE FOR YOUR OR YOUR USERS’ PROFESSIONAL MEDICAL ADVICE AND SHOULD NOT BE USED WITHOUT THE SUPERVISION AND INDEPENDENT MEDICAL JUDGMENT OF A QUALIFIED HEALTHCARE PROFESSIONAL CONSISTENT WITH APPLICABLE STANDARDS OF GOOD MEDICAL PRACTICE.
    • INTERNET SECURITY. YOU ACKNOWLEDGE THAT THE INTERNET AND TELECOMMUNICATIONS PROVIDER NETWORKS ARE INHERENTLY INSECURE AND YOU AGREE THAT WE ARE NOT LIABLE FOR ANY CHANGES TO, INTERCEPTION OF, OR LOSS OF PATIENT DATA WHILE IN TRANSIT VIA THE INTERNET OR A TELECOMMUNICATION PROVIDERS’ NETWORK.
  12. You will indemnify, defend, and hold harmless DataQ, its directors, officers, and employees from and against all Costs arising from or related to any actual or alleged (i) breach by you or Your Users of these Developer Terms, (ii) any negligent act or omission or willful misconduct by you or Your Users, (iii) your use of the Developer Services and access to the DataQ Platform and DataQ Network, including without limitation, any intellectual property or privacy claims relating to the Application, Developer Data, or Patient Data; and (iv) any claim arising out of patient care or outcomes relating to your Application Users’ use of the Developer Services, regardless of the cause (together, the “DataQ Claims”). You will pay all Costs and any settlement amounts agreed to be paid by you or damages awarded against DataQ in connection with such DataQ Claims.
  13. Limitation of To the extent permitted by Applicable Law, DataQ will not be responsible or liable for (i) any indirect, punitive, incidental, special, consequential, or exemplary damages, (ii) personal injury or property damage; or (iii) lost revenues, profits, savings or goodwill, even if such damages are foreseeable, and whether or not the party had been advised of the possibility of such damages. DataQ will not have any responsibility for any liability or damages to you or others materially caused or contributed to by (i) your use of the Developer Services or access to the DataQ Platform or DataQ Network that is inconsistent with the Documentation or DataQ Policies; (ii) any unauthorized access or use of the Developer Services, the DataQ Platform, your information systems, Developer Content or your Application arising from your failure to use or implement appropriate security controls; (iii) any errors, inaccuracies, omissions, or losses in or to any Developer Data provided; (iv) third-party content provided by you; or (v) the defamatory, offensive or illegal conduct of others.
  14. Miscellaneous
    • Notices. Both parties agree that emails may be used to satisfy notice, approval or consent requirements under these Developer We will send any notices to you under these Developer Terms to the email address you designate in your Developer Account. Notices to us under these Developer Terms must be sent to _______________.
    • Interpretation & Order of Precedence. Any ambiguities in these Developer Terms shall be interpreted so as to permit compliance with HIPAA and other Applicable Law. In the event of conflicting terms or provisions, the order of precedence of the controlling terms shall be as follows: (i) DataQ BAA, (ii) Terms of Service, (iii) DataQ Policies, and (iv) order form.
    • Entire Agreement. Except as provided in these Developer Terms (including any incorporated policies, addenda or additional terms) or any applicable order form, these Developer Terms supersede all prior and contemporaneous agreements proposals, statements, sales materials, presentations, or agreements, whether oral or The parties agree that Section 6 (Confidentiality) hereby supersedes and prevails over all prior, contemporaneous, and future non-disclosure or confidentiality agreements between the parties in their entirety. No oral or written information or advice given by us, or our agents, or our employees will create a warranty or in any way increase the scope of the warranties or obligations under these Developer Terms. Any purchase order terms or terms included in your vendor registration form or registration portal are void and will be non-binding against us even if accepted or signed by us after the data you accept these Terms.
    • Waiver & Severability. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Developer If any part of these Developer Terms is deemed invalid, illegal, or unenforceable, the rest of the Developer Terms will remain in effect.
    • Governing Law & Venue. These Developer Terms are governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law Any legal action, suit or proceeding arising from these Developer Terms will be brought in state or federal court in Dallas County, Texas.
    • Assignability. You will not assign, delegate, or otherwise transfer an order form(s) (and therefore these Developer Terms), in whole or in part, without our prior written consent, except that either party may assign an order form in the event of a merger or sale of all or substantially all of the party’s assets.
    • Relationship & Third-Party Beneficiaries. These Developer Terms do not create any agency, partnership or joint venture between the parties, nor do they confer any rights, benefits, obligations or liabilities on any third-party unless they expressly state that they do. Neither party has the authority to commit the other party in any way and will not attempt to do so or imply that it has the right to do so
    • Force Majeure. No failure, delay or default in performance of any obligation of a party will constitute an event of default or breach of these Developer Terms to the extent that such failure to perform, delay or default arises out of a cause, existing or future, that is beyond the control and without negligence of such party, including action or inaction of government, civil or military authority, fire, strike, lockout, or other labor dispute, flood, terrorist act, war, riot, theft, earthquake, or other natural The party affected by such cause will take all reasonable actions to minimize the consequences of such cause.
    • Record Retention & Access. DataQ will retain any business records or data that we collect, maintain or create under these Developer Terms for the periods required by Applicable If required for purposes of 42 CFR § 420.300, or any other Applicable Law, upon written request we will make any necessary books, records and documents available to the U.S. Department of Health and Human Services Comptroller General or other governmental authority for purposes of verifying the nature and extent of any costs incurred by you for services we provide to you under these Developer Terms for which payment may be or have been made under Medicare, Medicaid or other applicable federal or state reimbursement programs. Our responsibility to provide access to you under this Section will continue for a period of seven (7) years from the date of termination of these Developer Terms.
    • Survival. All sections that, by their nature survive termination, so shall survive.

B

  1. THIRD-PARTY PRODUCT TERMS. The Developer Services incorporates third- party products (“Partner Offerings”), some of which have additional terms and conditions that you must adhere to (referenced below). When there is a conflict between the Developer Terms and specific Third-Party Product Terms, the Third-Party Product Terms will apply.
    • American Medical Association End User Terms
    • NCQA End User Terms
    • New Crop End User Agreement
  2. ADDITIONAL TERMS.

C

DEFINITIONS

“Affiliate” means any entity that directly or indirectly controls or is controlled by, or is under common control with, the party  specified. For purposes of this definition, “control” means direct or indirect ownership of more than fifty percent (50%) of the voting interests of the entity.

“Applicable Law” means any applicable state or federal law then in effect.

“Application” means your digital health or other software application, technology or service which uses, integrates with, or incorporates elements of the Developer Services.

“Application User” means a person that you allow to use your Application.

“APIs” means application programming interfaces included in the Developer Services that enable you to access certain features or functionality of or Patient Data stored or available through the DataQ Platform.

“Authorized Activities” as defined in DataQ’s Privacy Policy.

“Developer” means a legal entity (other than a sole proprietor) that is organized under the laws of and located in the United States which is either a Covered Entity or Business Associate and which DataQ approves to use the Developer Services following the Verification Process described in Section A(1)(b).

“Developer Account” means the account that we assign to you following the Verification Process and which controls use and access to Developer Services for your Developer Users and Application Users.

“Developer Content” means material which you create with, or which are pre-existing (whether created by you, or created by a third-party and appropriately licensed by you) and you  incorporate into your Application using, the Developer Services, including unique questionnaires and forms, proprietary algorithms, workflows, processes, and clinical protocols or guidelines which you have developed.

“Developer Data” means proprietary or personal information identifying and pertaining to a Developer or a Developer Account, including data about Developer Users and Application Users, your use or configuration of the Developer Services, or any data which embodies Developer IP, which we collect or create as we manage and administer the Developer Services and provide support to you.

“Developer IP” has the meaning set forth in Section A(7)(b)(i).

“Developer Documentation” means any documentation or materials you create or share with DataQ relating to your Application, including any Developer Privacy Documentation.

“Developer Privacy Documentation” has the meaning set forth in Section A(5)(b)(iv).

These Terms supersede any prior agreements or earlier versions of these Terms. Notwithstanding the foregoing, if you and DataQ have executed a separate written agreement, such written agreement will control with regards to its subject matter in the event of any conflicts with these Terms.

“Developer Services” means the set of APIs, SDKs, tools, plugins, code, technology, content, data integrations and connections, infrastructure and technical services that DataQ makes available  to Developers for developing functionality, performing functions, and processing data through the DataQ Platform and retrieving data from or sharing data through the DataQ Network as described in the Developer Terms and the Documentation.

“Developer Users” means either an operational or technical user associated with a Developer Account who logs into or uses the Developer Services.

“Business Associate” means an organization that meets the definition at 45 CFR 160.103 and which is either a Business Associate of a Covered Entity, or a Sub-Business Associate to a Business Associate serving a Covered Entity under HIPAA.

“Common Developer” has the meaning set forth in Section A(7)(b) (ii).

“Common Patient” has the meaning set forth in Section A(7)(b) (ii).

“Common Patient Data” has the meaning set forth in Section A(7)(b)(ii).

“Common Patient Record” means the Patient Data shared by all Developers participating in the DataQ Network, stored in the DataQ Platform, and accessible by and contributed through the Developer Services, as further described in DataQ’s Privacy Policy.

“Confidential Information” means information that one party discloses to the other party under these Developer Terms which is marked confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances surrounding the disclosure.  It does not include information that is independently developed by the receiving party, is rightfully given to the receiving party by a third-party without confidentiality obligations, or becomes public through no fault of the receiving party.

“Costs” means claims, liabilities, costs, damages, and expenses, including reasonable attorneys’ fees.

“Covered Entity” is an organization which meets the definition of Covered Entity under the HIPAA Privacy Rule.

“Cures Rules” means the CMS Interoperability & Patient Access final rule (CMS-9115-F), as may be amended from time to time, the ONC Cures Rules, and the 21st Century Cures Act.

“DataQ BAA” means the DataQ Business Associate Addendum incorporated into these Developer Terms by reference.

“DataQ IP” has the meaning set forth in Section A(7)(a)(i).

“DataQ Network” means the collection of Participants who use the DataQ Platform to interact and share data for Authorized Activities.

“DataQ Platform” means the infrastructure, Patient Data (subject to restrictions set forth herein), technical services, tools, and systems created, maintained and used by DataQ to make available the Developer Services and support the DataQ Network.

“DataQ Policies” means the policies listed in Section B(2) and which are available at the DataQ website policy page.

“Designated Record Set” has the meaning set forth in the HIPAA Privacy Rule, as described in DataQ’s Privacy Policy.

“DRS Requirements” mean the minimum requirements set forth in DataQ’s Privacy Policy for which Patient Data provided must be included in the Designated Record Set made available through the Common Patient Record.

“Documentation” means the information, content and materials available on the DataQ Documentation Portal.

“Feedback” is any feedback, suggestions, recommendations, or feature or functionality requests you provide to DataQ related to the Developer Services.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, the HIPAA Privacy Rule and HIPAA Security Rule, as amended.

“HIPAA Category” means the type of Covered Entity or Business Associate that a Developer represents to DataQ that it is during the Verification Process and during its use of the Developer Services.

“HIPAA Privacy Rule” means the regulations at 45 CFR 160 and Subparts A and E of 45 CFR 164 implementing HIPAA and still in effect, as amended or updated.

“HIPAA Security Rule” means the regulations at 45 CFR 160 and Subparts A and C of 45 CFR 164 implementing HIPAA and still in effect, as amended or updated.

“Initial Term” has the meaning set forth in Section A(9).

“Minimum Necessary Standard” is the standard described in 45 CFR 164.502(b) and 164.514(d).

“ONC Cures Rules” means the final rules implementing the Cures Act issued by the U.S. Department of Health & Human Services Office of the National Coordinator for Health  Information Technology and still in effect, as amended or updated, with regard to interoperability and information blocking.

“Network Partner” means an entity that connects to the DataQ Platform to share or receive Patient Data and which is a Participant in the DataQ Network.

“Patient” means any patient for whom DataQ receives Protected Health Information.

“Patient Data” means Protected Health Information. Patient Data does not include any information on a Developer User or Application User related to their use of the Developer Services or your Application but does include information on a Developer User or Application User to the extent related to their participation in  or receipt of Authorized Activities in their individual capacity.

“Participant” means a Covered Entity, Business Associate, Network Partner, Service Partner or Patient that uses the DataQ Platform to interact or share data for Authorized Activities.

“Partner Offering” means third-party services, content, data, software, products and other offerings that are not incorporated into the Services such that they require you to accept specific separate legal terms in order to use the Partner Offering.

“Permitted Access Requirements” mean the criteria which you must satisfy in order to access or receive Patient Data through the Developer Services as set forth in DataQ’s Privacy Policy.

“PHI” or “Protected Health Information” is individually identifiable health information as defined in the HIPAA Privacy Rule (45 CFR 160.103).

“Sandbox Terms” has the meaning set forth in Section A(4)(a).

“SDK” means the tools, content and code provided by DataQ to help Developers use the APIs and the Developer Services.

“Specially Regulated Data” is Patient Data which is subject to certain additional or specific notice, consent or authorization requirements, or other limitations on disclosure as defined in Section A(5)(b)(v).

“Service Partner” means an entity providing a Partner Offering.

“System Data” means data that we generate, create, or derive from Patient Data, Developer Data, or Transaction Data that does not include any actual Patient Data or Developer Data.

“Term” has the meaning set forth in Section A(9).

“Transaction Data” means data about transactions conducted by, with or for you through the Developer Services, but does not include either Patient Data or Developer Data.

“Users” means any user of the DataQ Platform, including Developer Users and Application Users.

“Verification Process” means our due diligence process to verify you as an approved Participant to use the Developer Services and the DataQ Network.

“Your Users” means either your Developer Users or your Application Users.

“Your User Agreement” means your agreement or terms and conditions with Your Users for the provision of your Application.