Terms and Conditions
1. Right to Access; Restrictions
- Subject to these Terms, Athena grants you a limited, non-exclusive, revocable, non-transferable, and non-sublicensable right to access and use the Developer Portal, API and Athena-owned content, documentation, code, and related materials made available to you on or through the Developer Portal or API (collectively, the “Materials”) in connection with the integration of your products and/or services with athenaNet. Your use of the API is subject to certain limitations on access, calls, and use as set forth in these Terms and input/output documentation and parameters (“I/O Documentation”) available in the API reference materials in the Developer Portal. If Athena believes 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. Athena may monitor your use of the API and Materials and use such information to improve the API and our services and to ensure your compliance with these Terms. All rights not expressly granted in the terms are reserved by Athena and our licensors.
- You agree that in accessing or using the API or the Materials you will not:
- derive specifications from, reverse engineer, reverse compile, disassemble the API or Materials;
- use the API in manner that materially delays, impairs, or interferes with system functionality of the API or athenaNet for others or that compromises the security or integrity of any Athena data, equipment, software, or system input or output;
- enter, transmit, or send data through the API, or deliver information to Athena for publication to Athena’s clients, that is illegal, threatening, harmful, lewd, offensive, defamatory, or that injures or infringes the rights of a third party;
- 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 Materials or any part or aspect of them for any unlawful purpose;
- sell, rent, lease, sublicense, redistribute, or syndicate access to the API, athenaNet, or Materials to any third party without prior written approval from Athena;
- remove or alter any proprietary notices or marks on the API or Materials;
- use or access the API for purposes of monitoring the availability, performance, or functionality of our services or for any other benchmarking purposes; 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 employees, if any, that require access to the API for the purposes of conducting the testing of the API, and that have signed an agreement with you with terms governing confidentiality of the Keys 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 MDPDev@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.
You may not use the Athena logos, trade names, trademarks, and service marks without our prior written permission.
Athena and our licensors own all right, title, and interest in and to the API, Materials and Athena trademarks, and all related intellectual property rights. All rights not expressly granted to you in these Terms are expressly reserved for Athena and its licensors.
Athena has the unrestricted and permanent right to use and implement all ideas, advice, recommendations, or proposals you make to Athena in connection with your use of the API and Materials, in any manner and in any media, and shall own any and all implementations thereof.
In the event that you have an agreement with Athena relating to your access to and use of the API, any fees associated with your access to and use of the API will be set forth therein.
Athena may change, suspend, or discontinue the API and suspend or terminate your use of the API and Materials, including any license granted hereunder, at any time for any reason, with or without notice. You may also terminate upon written notice to us by e-mailing MDPDev@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.
The provision of this Section 6 shall not apply to the extent prohibited by Applicable Law (as defined below), including, without limitation, the 21st Century Cures Act.
You may be given access to certain non-public information, data, software, technology, programming, and specifications relating to the API, including the Materials and information belonging to clients of Athena or other third parties to which Athena owes a duty of confidentiality (“Confidential Information”), which is confidential and proprietary to Athena. 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 Athena’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 agree that your access to and use of the API and the Materials will comply with all federal, state, and local laws and regulations, including, without limitation, those relating to kickbacks, fraud and abuse, confidentiality (including the Health Insurance Portability and Accountability Act of 1996, and associated regulations) (collectively, “Applicable Law”).
You agree to indemnify, defend, and hold harmless Athena 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) your use of the API or Materials in violation of these Terms or (b) your use of the API or Materials violation of any Applicable Law.
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 MATERIALS IS AT YOUR SOLE RISK. THE API AND 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 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, 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 Athena 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 Athena 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 Athena 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, “Athena”, “athenahealth”, “we”, “us”, and “our” refer to athenahealth, Inc. and its subsidiaries.
- Equitable Remedies – You agree that Athena would be irreparably damaged if you violate these Terms, and therefore, you agree that Athena 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 Athena 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 Athena as a result of these Terms or your use of the API.
- Assignment – Athena 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 – Athena’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 its conflict of law principles.