ALPHA DEVELOPER API TERMS OF SERVICE
Last Revised: 11/3/2014
By applying or registering for an API Developer Account (as defined herein), accessing or using any Availity API, accessing any Availity Services, or accessing or using any other Availity Materials (as defined herein) through Availity’s developer portal, or by clicking “I ACCEPT” below, you are accepting these Alpha Developer API Terms of Service (these “Terms”) as a legal, binding agreement between you and Availity, L.L.C. (“Availity”). You understand and agree that if you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such company or other legal entity to these Terms, and that, as used in these Terms, “you” and “your” shall be deemed to refer to such company or other legal entity. IF YOU DO NOT AGREE TO THESE TERMS, IF YOU ARE ENTERING THESE TERMS ON BEHALF OF A COMPANY OR LEGAL ENTITY AND DO NOT HAVE THE AUTHORITY TO BIND SUCH COMPANY OR LEGAL ENTITY TO THESE TERMS, OR IF ACCEPTING THESE TERMS WOULD CAUSE YOU TO VIOLATE ANY LAW, ANY THIRD PARTY RIGHT, OR ANY OBLIGATION OF YOURS, THEN DO NOT APPLY OR REGISTER FOR AN API DEVELOPER ACCOUNT, DO NOT ACCESS OR USE ANY AVAILITY API OR OTHER AVAILITY MATERIALS, AND DO NOT CLICK “I ACCEPT” BELOW. IN ADDITION, IF YOU DO NOT AGREE TO THESE TERMS, OR ARE PROHIBITED FROM ACCEPTING THESE TERMS AS DESCRIBED IN THE PRECEDING SENTENCE, YOU MUST TERMINATE YOUR ACCESS TO THIS WEBSITE IMMEDIATELY.
Availity provides services that enable the electronic exchange of data (including, but not limited to, exchange between you and Availity, you and health plans, and you and providers) (the “Availity Services”). Availity, L.L.C. makes the Availity application programming interface(s) and associated tools and documentation (collectively, the “Availity API”) available to you in accordance with these Terms to facilitate your development and non-production testing of useful applications that access or use the Availity Services. Your production use and any commercial use of the Availity API or the Availity Services shall be governed by a separate written license agreement between you and Availity. Please contact Availity for more information about such an agreement.
1. Alpha Testing
1.1 You understand and agree that the Availity APIs include new software and services provided or made available by Availity.
1.2 You agree to, at a minimum:
- on a regular basis (which shall be weekly, unless otherwise agreed by Availity), provide suggestions, comments, and other feedback with respect to the Availity APIs and the Availity Services, and any failure, defect, error, malfunction, and bug you encounter while using the same (the “Feedback”);
- assist Availity in verifying your compliance with these Terms by providing Availity information about your Application, including providing access to it and to other materials related to your use of the Availity APIs and the Availity Services;
- proactively notify Availity of any system changes affecting your ability to access or use the Availity APIs and the Availity Services;
- participate in a case study, as requested by Availity;
- participate in the creation of a “white paper”, as requested by Availity;
- provide a “quote” to Availity for use in marketing materials, and the right to attribute the quote to you; and
- promptly implement any modifications or changes to the Availity APIs provided or made available by Availity.
2. License and Restrictions
2.1 License Grant
Subject to these Terms, Availity grants to you a limited, non-exclusive, non-assignable, and revocable license to use the Availity APIs solely for the purpose of developing and non-production testing of software application(s) (each, an “Application”). You may not use any Applications for production or commercial use under these Terms. You understand and agree that prior to your production or commercial use of any Application you must enter into a separate license agreement with Availity.
2.2 Developer Accounts and Access Codes
To obtain the security keys, tokens, passwords or other credentials necessary to access the Availity APIs (collectively, the “Availity API Keys”), you must register for and create an account (a “Developer Account”) through Availity’s developer portal. You are responsible for maintaining the confidentiality and security of your Availity API Keys, and all activities that occur using your Availity API Keys are your responsibility. In order to maintain accurate information (including a current email address and other required contact information) related your account, you agree to keep your Developer Account information up-to-date at all times. Availity shall have the right to audit your use of the Availity API Keys and to disable or modify any Availity API Key being utilized in violation of these Terms.
In addition to other restrictions contained in these Terms, you shall not, and shall not permit any other individual or entity to:
- use fraudulent information to register as an Availity developer;
- allow anyone other than you to access your Developer Account(s);
- modify or attempt to circumvent the Availity API Keys;
- develop or use the Availity APIs or the Availity Services for any illegal, unauthorized or otherwise improper purposes, or in any manner that would violate these Terms (or any document incorporated into these Terms), or breach any laws or regulations, or violate any rights of third parties, or expose Availity, its officers, directors, members, managers, employees, or agents to legal liability in your use of the Availity APIs or the Availity Services;
- remove any legal, copyright, trademark, watermark or other proprietary rights notices contained in or on materials you receive or access pursuant to these Terms, including the Availity APIs and the materials made available through the developer portal;
- copy, adapt, reformat, reverse-engineer, disassemble, decompile, translate or otherwise modify the Availity APIs, Availity API Keys, the Availity Services, Availity’s Website or any content displayed on or made available through it, or any Availity services, through automated or other means;
- interfere with or disrupt the Availity APIs, the Availity Services, or Availity’s Website, servers, or networks (including, but not limited to, by means of the transmission of any virus, worm, Trojan horse, or other items of a destructive or harmful nature);
- use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of any information or services provided or made available by Availity, including, but not limited to, the Availity Services;
- use the Availity APIs in an Application that contains any spyware, adware, or other malicious programs or code;
- use the Availity APIs for purposes where their failure could lead to death, personal injury, or property or environmental damage; or
- use, in connection with the Availity APIs or the Availity Services, any “protected health information,” as such term is defined by the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as amended, promulgated, and revised from time to time (“HIPAA”).
2.4 Support and Modifications
Availity may provide you with support or modifications for the Availity APIs, at Availity’s sole discretion. Availity may terminate the provision of such support or modifications to you at any time without notice or liability to you.
Availity does not charge any fees for the use of the Availity APIs under these Terms to develop and test Applications in a non-production environment.
2.6 Usage Limitations
Availity may limit the number of network calls that your Application may make via the Availity APIs, or the maximum Availity Services that may be accessed, or anything else about the Availity APIs and the Availity Services they access as Availity deems appropriate in its sole discretion. The usage limitations are available, in Availity’s developer portal, and may be changed by Availity at any time. In addition to its other rights under these Terms, Availity may utilize technical measures to prevent over-usage and may suspend or terminate usage of the Availity APIs by an Application after any usage limitations are exceeded. If no limits are stated in Availity’s developer portal, you nevertheless agree not to use the Availity APIs in a manner that, as determined by Availity in its sole discretion, exceeds reasonable request volume or constitutes excessive or abusive usage.
2.7 Security Measures
Your networks, operating system and the software of your web server(s), routers, databases, and computer systems (collectively, "System" or "Systems") must be properly configured to industry standards as required to securely operate your Application and to prevent the interception of any data transmitted to or from the Application. You will not architect or select Systems in a manner to avoid the foregoing obligation. You must promptly report any security deficiencies in or intrusions to your Systems that you discover to Availity via email at email@example.com or subsequent contact information posted in the developer portal. You will work with Availity to immediately correct any security deficiency, and you will disconnect immediately any intrusions or intruder.
2.8 Availity Independent Development
You understand and acknowledge that Availity may be independently creating applications, content and other products or services that may be similar to or competitive with your Application, and nothing in these Terms will be construed as restricting or preventing Availity from creating and fully exploiting such applications, content and other items, without any obligation to you.
3. Proprietary Rights
3.1 Availity Materials
As between you and Availity, Availity owns all right, title, and interest, including without limitation all intellectual property rights, in and to, (i) the Availity APIs, and all elements, components, and executables of the Availity APIs; (ii) the Availity Services made available through the Availity APIs; and (iii) Availity’s Website and all content contained therein (the “Availity Materials”). Except for the express and restricted licenses granted in these Terms, Availity does not grant you any right, title or interest in or to the Availity Materials. You agree to take such actions, including, without limitation, execution of affidavits or other documents, as Availity may reasonably request to effect, perfect or confirm Availity’s rights to the Availity Materials.
You acknowledge and agree that Availity may use any Feedback that you provide to improve the Availity Materials and any other Availity products, services, and technologies. Accordingly, you hereby assign to Availity all right, title, and interest in and to such Feedback, including, but not limited to, all intellectual property rights.
The term “Availity Confidential Information” means any information of or relating to Availity that becomes known to you through disclosure, observation or otherwise, and that either is designated as confidential by Availity or that is not generally known or readily ascertainable to the public, including, without limitation, nonpublic information regarding Availity APIs, the Availity Services, and Availity’s other products, services, programs, features, data, techniques, technology, code, ideas, inventions, research, testing, methods, procedures, know-how, trade secrets, business and financial information and other activities. All Availity Confidential Information remains the property of Availity, and no license or other right in any Availity Confidential Information is granted hereby. You will not disclose any Availity Confidential Information to any third party, and will take all reasonable precautions to prevent its unauthorized dissemination. If you are a corporate entity, you will limit your internal distribution of Availity Confidential Information to your employees and agents who have a need to know, and will take steps to ensure that dissemination is so limited. Upon Availity’s written request, you will destroy or return to Availity all Availity Confidential Information in your custody or control. You shall promptly notify Availity of any breach of this provision of these Terms. This provision shall survive any termination of these Terms.
5. Term and Termination
The term of these Terms shall commence on the date upon which you accept, or are deemed to have accepted, these Terms and shall continue in force thereafter, unless modified or terminated as provided herein.
5.2 Suspension and Termination
Availity may suspend or terminate your use of all or any of the Availity APIs, or terminate these Terms in whole or in part, at any time and for any reason, with or without cause. Availity shall not have any liability for any such suspension or termination. Availity may also impose limits on certain features and services or restrict your access to some or all of the Availity APIs or Availity’s Website. All of Availity’s rights herein may be exercised without prior notice or liability to you. These Terms shall automatically terminate upon your execution of a separate written license agreement for production or commercial use of your Application between you and Availity. Contact Availity for more information about such an agreement for your Application.
You may terminate these Terms for any reason or no reason at all, at your convenience, by closing your account or ceasing use of the Availity APIs.
5.3 Effect of Termination
Upon termination of these Terms: (a) all rights and licenses granted to you will terminate immediately; (b) you will promptly return or destroy, at Availity’s discretion, all Availity Confidential Information in your possession or control; (c) you will promptly delete and remove all calls to the Availity APIs from all your Applications; and (d) unless otherwise agreed in writing by Availity, you will permanently delete all information obtained through the Availity Services and other data which you stored pursuant to your use of the Availity APIs. Availity may request that you certify in writing your compliance with this section. The following sections of these Terms shall survive termination: Sections 1, 3, 4, 5.3, 6, 7, and 8.
THE AVAILITY APIs AND THE AVAILITY SERVICES PROVIDED OR MADE AVAILABLE HEREUNDER ARE NOT AT THE LEVEL OF PERFORMANCE OR COMPATIBILITY OF A FINAL, GENERALLY AVAILABLE PRODUCT OFFERING, AND MAY CONTAIN ERRORS AND DEFECTS. A PRIMARY PURPOSE OF THESE TERMS, FOR WHICH NO FEES HAVE BEEN CHARGED OR ARE DUE FROM YOU, IS TO OBTAIN FEEDBACK ON PERFORMANCE OF THE AVAILITY APIs AND THE AVAILITY SERVICES AND THE IDENTIFICATION OF ERRORS AND DEFECTS. YOU ARE ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE AVAILITY APIs OR THE AVAILITY SERVICES. The entire risk arising out of the use or performance of THE AVAILITY APIs AND THE AVAILITY SERVICES HEREUNDER remains with YOU. In no event shall AVAILITY be liable for any damage OF ANY KIND whatsoever arising out of the use of or inability to use THE AVAILITY APIs OR THE AVAILITY SERVICES, even if AVAILITY HAS been advised of the possibility of such damages. The APIs and RELATED SOFTWARE AND THE AVAILITY SERVICES are provided "AS IS" WITHOUT ANY WARRANTY OF ANY KIND.
FOR CLARIFICATION, AVAILITY DOES NOT MAKE, AND WILL NOT BE DEEMED TO MAKE OR HAVE MADE, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, DIRECTLY OR INDIRECTLY, WHETHER EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW) TO YOU WITH RESPECT TO THE AVAILITY APIs, THE AVAILITY SERVICES, OR ANY SERVICE PROVIDED BY AVAILITY HEREUNDER, AND AVAILITY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, DESIGN, OPERATION, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM CONDUCT, COURSE OF DEALING OR CUSTOM OR USAGE IN TRADE.
You agree to defend, indemnify, and hold harmless Availity and its affiliates, and their respective officers, directors, members, managers, agents, and employees, from and against any and all third party claims, demands, and actions arising from or in any way related to your use of any Availity Materials, violation of these Terms, and any other actions connected with your use of the Availity APIs or the Availity Services, including all liabilities and expenses, including all damages of any and every kind, litigation costs, reasonable attorneys' fees, and other losses of any kind or nature.
8. General Terms
8.1 Governing Law; Forum
These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflicts of law principles. The venue for any action or proceeding arising out of or relating to these Terms shall be exclusively in a state or federal court located in Duval County, Florida, and each party irrevocably submits to the personal jurisdiction of any such courts.
Availity may provide you with notices, including those regarding to these Terms, by email, regular mail, postings on the Developer Portal, or other methods. Notice by you to Availity of termination hereunder shall be provided by e-mail at firstname.lastname@example.org.
The term "include" (and all of its variants) when used in these Terms shall be interpreted to be followed by the clause "without limitation" in all cases.
8.4 Export Laws
You shall comply with applicable export laws and regulations of the United States with respect to any materials you receive or are provided access to pursuant to these Terms.
The failure of Availity to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms shall remain in full force and effect
8.7 Entire Agreement
These Terms constitute the entire agreement between you and us with respect to the subject matter herein, and supersede any and all prior proposals (oral and written), understandings, representations and other communications between you and Availity.
8.8 Relationship Between the Parties
Nothing in these Terms shall be construed as creating a partnership or joint venture of any kind between the parties and neither party will have the authority or power to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose.
You may not assign these Terms, in whole or in part, without Availity’s prior written consent. Any assignment in violation of this section is null and void.