This agreement is between you or the entity you represent and Koni Ameri Tech Services, Inc.(referred to as "MHEALTHAZ"), and consists of the terms below, Exhibit A, terms incorporated by reference, terms applicable to other MHEALTHAZ web sites and services that you use and are necessary to use the Services (for example, your ParentAssist or InfantAssist or ToddlerAssist or MHEALTHAZ or MAIAPP or MedAZ Account), MHEALTHAZ API Terms, and the Privacy Statement (together, the “Agreement”). If you are entering into this Agreement on behalf of an entity, such as your employer, you represent that you have the legal authority to bind that entity. If you specify a company name in connection with signing up for or ordering a Service, you will be deemed to have placed that order and to have entered into this Agreement on behalf of that organization or company. Key terms are defined in Section 11. By accepting this Agreement, you agree to these terms. If you do not accept and comply with this Agreement, you may not use the Services.
a. Right to use. We grant you the right to access and use the MHEALTHAZ web site and other Services in accordance with this Agreement to get information about early intervention programs that may be available in your area for infants and toddlers.
b. Manner of use. You may not:
• reverse engineer, decompile, disassemble or work around technical limitations in the Services, except to the extent that applicable law permits it despite these limitations;
• disable, tamper with or otherwise attempt to circumvent any mechanism that limits your use of the Services;
• use the Services for any purpose that is unlawful or prohibited by this Agreement; or
• use the Services in any manner that could damage, disable, overburden, or impair any MHEALTHAZ service, or the network(s) connected to any MHEALTHAZ service, or interfere with any other party‘s use and enjoyment of any Services.
d. Updates. We may make changes to the Services from time to time, including: the availability of features; how long, how much or how often any given feature may be used; and feature dependencies upon other services or software.
e. Preview features. We may make features available on a Preview basis. Previews are provided “AS-IS”. Previews may be subject to reduced or different security, compliance, privacy, availability, reliability, and support commitments, as further explained in the Privacy Statement, and any additional notices provided with the Preview. We may change or discontinue Previews at any time without notice. We also may choose not to release a Preview into “General Availability”.
a. Using MHEALTHAZ Software outside the Service. MHEALTHAZ may provide you with MHEALTHAZ Software through or as a part of the Developer Services. Termination of use of or access to the Developer Services or the termination of this Agreement terminates your right to possess or use any such MHEALTHAZ Software; and the suspension or termination of a User Plan terminates that user‘s right to possess or use any such MHEALTHAZ Software that was acquired through, is attached to, or otherwise requires that User Plan. You must delete all copies of such MHEALTHAZ Software licensed under this Agreement and destroy any associated media upon the termination of the associated possession or usage rights. MHEALTHAZ may provide you with MHEALTHAZ Software for use outside the Developer Services and with (1) the Developer Services or (2) programs you develop using the Developer Services. If the MHEALTHAZ Software is provided with its own license terms, those license terms control provided that they are modified by the preceding portion of this Section 2(a) in case of conflict.
b. Scope of rights. All MHEALTHAZ Software are the copyrighted works of MHEALTHAZ or its suppliers. All MHEALTHAZ Software are licensed not sold and may not be transferred unless specified otherwise in any license terms provided with the MHEALTHAZ Software. Rights to access MHEALTHAZ Software on any device do not give you any right to implement MHEALTHAZ patents or other MHEALTHAZ intellectual property in software or devices that access that device.
c. Open source software as part of the Service. If the Service uses or distributes any third party software with open source software license terms (“Open Source”), then such Open Source is licensed to you by MHEALTHAZ solely to allow you to interact with the Service under terms of this Agreement. Copies of those applicable Open Source licenses and any other notices, if any, are included for your information only.
3. MHEALTHAZ Content.
All MHEALTHAZ Content is the copyrighted work of MHEALTHAZ or its suppliers and is governed by the terms of the license agreement that accompanies or is included with the MHEALTHAZ Content.
4. Security, privacy, and Customer Data.
a. Security. We maintain technical and organizational measures, internal controls, and data security routines intended to protect Customer Data against accidental loss or change, unauthorized disclosure or access, or unlawful destruction.
b. Privacy and data location. We treat Customer Data in accordance with the terms herein and our Privacy Statement. We may transfer to, store, and process Customer Data in the United States or in any country where we or our Affiliates or subcontractors have facilities used for Developer Services.
c. Rights to Provide Customer Data. You are solely responsible for your Data. You must have, and you hereby grant us, sufficient rights to use and distribute your Data necessary for us to route you to the appropriate care provider organizations that can render you services without violating the rights of any third party, or otherwise obligating MHEALTHAZ to you or to any third party. We do not assume any additional obligations that may apply to Customer Data except as required by applicable law.
of Customer Data. You expressly provide us permission to :
This use may include troubleshooting to prevent, find and fix problems with the operation of the Services and ensuring compliance with this Agreement. It may also include: providing you with suggestions to help you discover and use functionality within the Services; improving the features of our Services; and otherwise use patterns, trends, and other statistical data derived from Customer Data to provide, operate, maintain, and improve our products and services. We will not use Customer Data or derive information from it for any other commercial purposes (beyond providing you with the Services) without your consent.
f. Customer Data return and deletion. You may delete your Customer Data at any time. If you terminate your account we may delete Customer Data immediately without any retention period. We have no additional obligation to continue to hold, export, or return Customer Data and have no liability whatsoever for deletion of Customer Data pursuant to this Agreement.
g. Third party requests of Customer Data. We may disclose Your Data to a third party (designated early intervention organization for your state or other state or local government entity, or civil litigant, but excluding our subcontractors) except as you direct or unless required by law. We will ask any third-party demanding access to your Customer Data to contact you directly using your basic contact information. We will promptly notify you and provide a copy of the demand unless legally prohibited. You are responsible for responding to requests by a third party regarding your use of Services.
h. Subcontractors. We may hire other companies to provide limited services on our behalf, such as customer support. Any such subcontractors will be permitted to obtain Customer Data only to deliver the services we have retained them to provide. We remain responsible for our subcontractors‘ compliance with the obligations set forth in this Agreement.
i. Compliance with law. We will comply with all laws applicable to our provision of the Services, including applicable security breach notification laws, but not including any laws applicable to you or your industry that are not generally applicable to information technology services providers. You will comply with all laws applicable to your Customer Data, and use of the Services, including any laws applicable to you or your industry.
j. Certifications and compliance. The Developer Services shall be subject to any security, privacy, and compliance practices specifically described for the Developer Services at the Developer Services Portal. These obligations do not apply to any other elements of the Services.
k. Claims of infringement. We will inform you if we receive notice claiming that your usage of the Service infringes a third party‘s intellectual property rights, and in such instances, we may provide your basic contact information to the third party. You will promptly respond to such complaints.
5. Customer accounts, customer conduct, identity services, and feedback.
a. Account creation. If any of the Services requires you to open an account, you must complete the registration process by providing us with current, complete and accurate information. You may not select an account username or identifier that impersonates someone else, is or may be illegal, or may be protected by trademark or other proprietary rights, is vulgar or offensive or may cause confusion. We reserve the right to reject and/or reassign these user names and Service identifiers in our sole discretion.
b. Responsibility for your accounts. You are responsible for: any and all activities that occur under your account; maintaining the confidentiality of any non-public authentication credentials associated with your use of the Services; and promptly notifying our customer support team about any possible misuse of your accounts or authentication credentials, or any security incident related to the Services.
c. Your conduct and the availability of third-party content and links to third party content. For any public, community interaction you undertake on the Services you must follow the MHEALTHAZ Community Code of Conduct. We have no obligation to monitor the content and communications of third parties on the Services; however, we reserve the right to review and remove any such materials posted to the Documentation Portal in our sole discretion. Third parties that participate on the Services are not authorized MHEALTHAZ spokespersons, and their views do not necessarily reflect those of MHEALTHAZ.
d. Identity usage across Services. We may provide Services that supplement MHEALTHAZ Software and rely upon your user account or other identity mechanism. We may use this information to identify you and authorize access to MHEALTHAZ Content, MHEALTHAZ Software, and other resources across the Services.
e. Submissions and feedback. We do not claim ownership of any Submission unless otherwise agreed to by the parties. However, by providing a Submission, you are irrevocably granting MHEALTHAZ and its Affiliates the right to make, use, modify, distribute and otherwise commercialize the Submission in any way and for any purpose (including by granting the general public the right to use your Submissions in accordance with this Agreement, which may change over time). For Submissions provided to the Patient Portal you further grant the right to publish specific identifying information detailed in the Privacy Statement in connection with your Submission. These rights are granted under all applicable intellectual property rights you own or control. No compensation will be paid with respect to the use of your Submissions. MHEALTHAZ is under no obligation to post or use any Submission, and MHEALTHAZ may remove any Submission at any time. By providing a Submission you warrant that you own or otherwise control all of the rights to your Submission and that your Submission is not subject to any rights of a third party (including any personality or publicity rights of any person).
f. Services accessible only to invited customers. Elements of the Services may be accessible to you on an invitation only basis, for example as part of a program for using pre-release Services and providing feedback to us. Those Services are confidential information of MHEALTHAZ. You may not disclose this confidential information to any third party for a period of five years. This restriction does not apply to any information that is or becomes publicly available without a breach of this restriction, was lawfully known to the receiver of the information without an obligation to keep it confidential, is received from another source who can disclose it lawfully and without an obligation to keep it confidential, or is independently developed. You may disclose this confidential information if required to comply with a court order or other government demand that has the force of law. Before doing so, you must seek the highest level of protection available and, when possible, give us enough prior notice to provide a reasonable chance to seek a protective order.
6. Term, termination, and suspension.
a. Agreement term and termination. The term of this Agreement begins when you accept it. You may terminate this Agreement at any time by deleting your profile at MAIAPP or MHEALTHAZ. Upon termination of this Agreement your contact information and preferences will be removed.
b. Regulatory. In any country where any current or future government regulation or requirement that applies to us, but not generally to businesses operating there, presents a hardship to us operating the Services without change, and/or causes us to believe this Agreement or the Services may be in conflict with any such regulation or requirement, we may change the Services or terminate the Agreement. Your sole remedy for such changes to the Services under this Section is to terminate this Agreement.
c. Suspension. We may suspend your use of the Services if: (1) reasonably needed to prevent unauthorized access to Customer Data; (2) you fail to respond to a claim of alleged infringement under Sections 4.k or 8 within a reasonable time; (3) you violate this Agreement; or (4) we suspect fraud. We will attempt to suspend access to the minimum necessary part of the Services while the condition or need exists. We will give notice before we suspend, except where we reasonably believe we need to suspend immediately. If you do not fully address the reasons for the suspension within 60 days after we suspend, we may terminate this Agreement and delete your Customer Data without any retention period. We may also terminate your account if your use of the Developer Services is suspended more than twice in any 12-month period.
d. Suspension or termination of MHEALTHAZ Developer subscription for non-usage. We may suspend or terminate your optional free MHEALTHAZ Developer subscription obtained under this Agreement and delete any Customer Data related to it if you fail to use your subscription to design, develop or test applications for MHEALTHAZ, or if you otherwise fail to comply with any milestones or other requirements that we may communicate to you (e.g., through the Developer Services Portal), within any period of 90 consecutive days during the term of this Agreement. We will provide you with notice prior to any suspension or termination of your subscription and Customer Data deletion.
7. Disclaimer of Warranties.
EXCEPT AS WARRANTED IN A SEPARATE AGREEMENT, MHEALTHAZ AND ITS RESPECTIVE SUPPLIERS PROVIDE THE SERVICES (INCLUDING THE CONTENT AND APIS) “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE.” YOU BEAR THE RISK OF USING IT. WE PROVIDE NO WARRANTIES, GUARANTEES OR CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU MAY HAVE ADDITIONAL RIGHTS UNDER YOUR LOCAL LAWS WHICH THIS AGREEMENT CANNOT CHANGE. THESE DISCLAIMERS WILL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, INCLUDING APPLICATION TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
a. Third party content and materials. MHEALTHAZ DOES NOT CONTROL, REVIEW, REVISE, ENDORSE, OR ACCEPT RESPONSIBILITY FOR ANY THIRD PARTY CONTENT, INFORMATION, MESSAGES, MATERIALS, PROJECTS ACCESSIBLE FROM OR LINKED THROUGH THE SERVICES, AND, EXCEPT AS WARRANTED IN A SEPARATE AGREEMENT, MHEALTHAZ MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER ABOUT AND SHALL NOT BE RESPONSIBLE FOR ANY OF THE FOREGOING. ANY DEALINGS YOU MAY HAVE WITH SUCH THIRD PARTIES ARE AT YOUR OWN RISK.
8. Defense of claims.
a. Defense. We will defend you against any claims made by an unaffiliated third party that the Developer Services Software infringe its patent, copyright or trademark or makes unlawful use of its trade secret. You will defend us against any claims made by an unaffiliated third party that any (1) Non-MHEALTHAZ Product that is not made available through the Developer Services or Developer Services Software or (2) Customer Data you provide directly or indirectly in using the Services infringe the third party‘s patent, copyright, or trademark or makes unlawful use of its trade secret.
b. Limitations. Our obligations in Section 8.a will not apply to a claim or award based on: (1) Customer Data, Non-MHEALTHAZ Product, modifications you make to the Services, or materials you provide or make available as part of using the Services; (2) your combination of the Services with, or damages based upon the value of, a Non-MHEALTHAZ Product, data or business process; (3) your use of a MHEALTHAZ trademark without our express written consent, or your use of the Services after we notify you to stop due to a third-party claim; or (4) your redistribution of the Services to, or use for the benefit of, any unaffiliated third party.
c. Remedies. If we reasonably believe that a claim under Section 8.a may bar your use of the Developer Services or Developer Services Software, we will seek to: (1) obtain the right for you to keep using it; or (2) modify or replace it with a functional equivalent. If these options are not commercially reasonable, we may terminate your rights to use the Developer Services or Developer Services Software.
d. Obligations. Each party must notify the other promptly of a claim under this Section 8. The party seeking protection must (1) give the other sole control over the defense and settlement of the claim; and (2) give reasonable help in defending the claim. The party providing the protection will (1) reimburse the other for reasonable out-of-pocket expenses that it incurs in giving that help and (2) pay the amount of any resulting adverse final judgment (or settlement that the other consents to). The parties‘ respective rights to defense and payment of judgments or settlements under this Section are in lieu of any common law or statutory indemnification rights or analogous rights, and each party waives such common law rights.
9. Limitation of liability.
a. Limitation. The aggregate liability of each party under this Agreement is limited to direct damages up to One United States dollar ($1.00 USD).
b. EXCLUSION. NEITHER PARTY, NOR ITS SUPPLIERS WILL BE LIABLE FOR LOSS OF REVENUE, LOST PROFITS, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, EVEN IF THE PARTY KNEW THEY WERE POSSIBLE.
c. Exceptions to Limitations. The limits of liability in this Section apply to the fullest extent permitted by applicable law, but do not apply to: (1) the parties‘ obligations under Section 8 (Defense of claims); or (2) breach of any confidentiality obligation; or (3) violation of the other's intellectual property rights.
a. No additional rights granted. We reserve all rights not expressly granted under this Agreement, and no other rights are granted under this Agreement by implication or estoppel or otherwise.
b. Notices. You must send notices by mail to the address listed for Koni Ameri Tech Services, Inc., Attention: MHEALTHAZ Products Group, 379 Princeton Hightstown Road, Building 2, Suite 2A, East Windsor, NJ 08512, USA. You agree to receive electronic notices from us related to the Services, which will be sent by email to your specified end user or administrator contact information or presented to you in the Service experience. Notices are effective on the date on the return receipt for mail, the date sent for email, and the date presented if within the Service experience.
c. Assignment. You may not assign this Agreement either in whole or in part.
d. Severability. If any part of this Agreement is held unenforceable, the rest remains in full force and effect.
e. Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver.
f. No agency. We are independent contractors. This Agreement does not create an agency, partnership or joint venture.
g. No third-party beneficiaries. There are no third-party beneficiaries to this Agreement.
h. Applicable law and venue. This Agreement is governed by State of Washington law, without regard to its conflict of laws principles. Any action to enforce this Agreement must be brought in the courts of King County, State of Washington. This choice of jurisdiction does not prevent either party from seeking injunctive relief in any appropriate jurisdiction with respect to violation of intellectual property rights.
i. Entire agreement. This Agreement is the entire agreement concerning its subject matter and supersedes any prior or concurrent communications.
j. Survival. The following provisions will survive this Agreement‘s termination: 1.b, 2.a-b, 4, 5.a-d, 5.f, 6, 7, 8, 9, 10, 11, and all other definitions.
k. U.S. export jurisdiction. The Services are subject to U.S. export jurisdiction. You must comply with all applicable laws, including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, and end-user, end-use and destination restrictions issued by U.S. and other governments.
l. International availability. Availability of the Services, including specific features and language versions, varies by country.
m. Force majeure. Neither party will be liable for any failure in performance due to causes beyond its reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of Services).
n. Modifications. We may modify this Agreement at any time with or without individual notice to you by posting a revised version on the legal information section of the Developer Services and Documentation Portal (or an alternate site we identify), or by notifying you in accordance with Section 10.b. Any modifications will be effective upon your continued use of a Service.
o. Notices and procedure for making claims of copyright infringement. We respect the intellectual property rights of third parties. If you wish to send a notice of intellectual property infringement, including claims of copyright infringement, please use our procedures for submitting at https://www.maiapp.org/Copyrights.html. ALL INQUIRIES NOT RELEVANT TO THIS PROCEDURE WILL NOT RECEIVE A RESPONSE.
Any reference in this agreement to “day” will be a calendar day.
“Affiliate” means any legal entity that a party owns or that owns a party, with a 50% or greater interest. “Content” means documents, photographs, videos, and other graphical, textual, or audio-visual content that may be subject to copyright protection.
“Customer Data” means any Content or other data, including all text, sound, video, or image files, or software, that are provided to us by, or on behalf of, you through your use of the Developer Services for use by you or your authorized users. Customer Data does not include Submissions or any other Content or data that you submit to the Documentation Portal or otherwise provide via the Developer Services for public access.
“Developer Services” means the MHEALTHAZ API Developer offering, the Developer Services Portal, and other services we identify as governed by this Agreement.
“Developer Services Portal” means the MHEALTHAZ FHIR API Hub available in the MHEALTHAZ, MEDAZ and MAIAPP offering. “Developer Services Software” means API software documentation and sandbox we may provide to you as part of the Developer Services for use with the Developer Services.
“Documentation Portal” means the MHEALTHAZ site for developers and IT professionals available at https://docs.MHEALTHAZ.com or at an alternate site we identify.
“MHEALTHAZ API Terms” means the terms located at http://www.maiapp.org/termsofuseapi.html.
“MHEALTHAZ Content” means Content on the Services provided by MHEALTHAZ and its suppliers.
“MHEALTHAZ Software” means MHEALTHAZ software and computer code, including sample code and Developer Services Software.
“MIT License” means the MIT software license related to the use of open source software.
“Non-MHEALTHAZ Product” is any software, data, service, website or other product licensed, sold or otherwise provided to you by an entity other than us, whether you obtained it via our Services or elsewhere.
“Preview” means preview, beta, or other pre-release versions of the Developer Services or Developer Services Software offered by MHEALTHAZ.
“Privacy Statement” means the Services privacy statement (http://www.maiapp.org/privacy.html).
“Services” means the Developer Services, Documentation Portal, the https://developer.MHEALTHAZ.com/ site, and MHEALTHAZ Software we make available to you under this Agreement.
“Submissions” means Content, code, comments, feedback, suggestions, information or materials that you provide via the Documentation Portal or any Services for public access (rather than for your personal use or use by your authorized users). Submissions do not include Customer Data.
“User Plan” means a per-user based subscription, trial, or other MHEALTHAZ granted benefit that permits access to and account services for the Developer Services.
“we” and “us” means Koni Ameri Tech Services, Inc., 379 Princeton Hightstown Road, Building 2, Suite 2A, East Windsor, NJ 08512, and its Affiliates, as appropriate.
“you” and “your” means the person or entity accepting this Agreement to use the Services.