Last Updated: 23 July, 2014
Our services provide an opportunity for doctors and other healthcare providers to have an online profile, receive informational requests from individuals who may be interested in becoming patients or receiving services from a provider, and share records with patients. Nephosity, Inc. makes the Jack Imaging application programming interfaces ("Jack Imaging Developer API" or "APIs") available to you to facilitate the development of useful medical applications using Jack Imaging data and developer tools.
Capitalized terms used in this Agreement are defined in the Terms, in Section "Definitions" below, or in the sections below in which they are first used. "Jack", "we", "our" and "us" refer to both Nephosity, Inc. and its corporate division Jack Imaging. "You" and "your" refers to the individual or entity that registers and account or uses the Services on behalf of a corporation or other legal entity. Nonetheless, each individual that uses the Service or accepts this Agreement on behalf of an organization agrees that the permissions given to Jack under this Agreement, and the restrictions and limitations to the rights of persons and entities using the Services, apply to each such individual. You may use the Services only if you have the power to form a contract with Jack and are not barred under any applicable laws from doing so.
The terms and conditions of this Developer API Agreement
Description, Licenses, and Restrictions
Description of Jack Imaging APIs
The APIs consist of programmatic web APIs and associated tools and documentation that allow you to create software application(s) or website(s) (your "Application") using certain data and content from the Jack Imaging website located at jackimaging.com and all subdomains of jackimaging.com ("Website"), made accessible by Jack in its sole discretion (the "Content"). While Jack strives to have its APIs available continuously, it cannot guarantee any up-time for any Jack developer resource, including the APIs.
Developer Accounts and Access Codes
To obtain the necessary security keys, secrets, tokens, passwords and/or other credentials to access the APIs (collectively, "Access Codes" or "API Keys"), you must create a account ("Developer Account") through Jack's developer portal or by contacting the Jack Business Development Team. You are responsible for maintaining the secrecy and security of your Access Codes, and all activities that occur using your Access Codes, are your responsibility. In order to maintain accurate information (including a current email address and other required contact information) related your account, you must keep your Developer Account information up-to-date.
APIs License Grant
Subject to the terms and conditions in these Terms, we grant you a limited, non-exclusive, non-assignable or non-transferable license under Jack's intellectual property rights during the Term to use the APIs to develop, test, and support your Application, and to distribute or allow access to your integration of the APIs within your Application to end users of your Application. You have no right to distribute or allow access to the stand-alone APIs.
Brand Features License Grant
Subject to the terms and conditions of these Terms, we grant you a limited, non-exclusive, non-assignable and non-transferable license during the Term to display our trade names, trademarks, service marks, logos and domain names that we make available to you in our discretion via the Branding Guidelines available on our Developer Portal (collectively, "Brand Features") to promote or advertise your integration of the APIs in your Application. You agree that your use and display of the Brand Features will at all times be consistent with the Branding Guidelines, and any other branding, trademark, or similar guidelines included in the Platform Guidelines. In particular, you agree not to display our Brand Features in any way that is misleading, defamatory, infringing, libelous, disparaging, obscene, or otherwise objectionable to Jack, or in a way that suggests we have created, sponsored, or endorsed your Application or its content.
In addition to other restrictions contained in these Terms, you agree not to do any of the following, unless expressly permitted by Jack in these Terms or in writing by Jack:
- Use fraudulent information to register as a Jack developer. You must accurately reflect the professional information of the actual developer requesting the license, including an accurate description of the current title and company.
- Allow anyone other than you to access your Developer Account
- Sell, transfer, sublicense or otherwise fail to protect the confidentiality of the APIs, Access Codes, or content posted or available in areas of the Developer Portal that require Access Codes
- Modify or attempt to circumvent the Access Codes
- Obtain or use more than twenty-five (25) Access Codes, either through one or multiple developer accounts. Please contact our Business Development Team to discuss options to exceed this limit
- Require your users to obtain their own Access Code to use your Application
- Use your Developer Account or Access Codes to build and/or distribute enterprise applications outside your own company (e.g. use the APIs to build an Application that you distribute to other companies)
- Request or publish information impersonating a Jack user, misrepresent any user or other third party in requesting or publishing information
- Provide functionality that proxies, requests or collects Jack user names or passwords
- Obfuscate or hide your deployment or use of any Jack buttons, sign-in functionality, consent or authorization flows from your users
- Allow any third party, including other users, to see information obtained from another user's view of our Website or the Content
- Obtain, display or use more data through the APIs than is minimally required to run the Application created using the particular developer key
- Store Jack user data other than the Member Token or OAuth Token for any Jack user, with the exception of a user's profile data when given explicit permission by the owner of the profile as set forth in 3.4, below. User profile data obtained in accordance with this section and 3.4 below may not be updated without the user's subsequent consent
- Use the APIs or Brand Features for any illegal, unauthorized or otherwise improper purposes, or in any manner that would violate these Terms (or any document incorporated into the Terms), or breach any laws or regulations, or violate any rights of third parties, or expose Jack or its members to legal liability in your use of the APIs
- 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 APIs, the materials posted at the Developer Portal, and our Website
- Sell, lease, share, transfer, sublicense any Content obtained through the APIs, directly or indirectly, to any third party, including any data broker, ad network, ad exchange, or other advertising or monetization-related party
- Use the Content in any advertisements or for purposes of targeting advertisements (whether such advertisement appear in your Application or elsewhere)
- Submit content that falsely expresses or implies that such content is sponsored or endorsed by Jack
- Use the Content for generating advertising, messages, promotions, offers, or for any other purpose other than, and solely to the extent necessary for, allowing end users to use the returned Content in your Application;
- Implement features or business practices that harms the professional reputation, relationships, or professional ecosystem of Jack members
- Copy, adapt, reformat, reverse-engineer, disassemble, decompile, translate or otherwise modify the APIs, Access Codes, our Website or any Content displayed on it, including the a user's Public Profile including its URL, or any of our other services, through automated or other means
- Use the APIs in an Application that competes with products or services offered by us
- Interfere with or disrupt Jack services or servers or networks connected to Jack services, or disobey any requirements, procedures, policies or regulations of networks connected to Jack services
- Use any robot, spider, site search/retrieval Application, or other device to retrieve or index any portion of Jack services or collect information about users for any unauthorized purpose
- Download, scrape, post, or transmit, in any form or by any means, any part of our Website or Content other than Content that you post as part of your Application
- Transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature through your use of the APIs
- Use the APIs in an Application that contains or displays or promotes any of the following: spyware, adware, or other malicious programs or code, counterfeit goods, items subject to US embargo, hate materials (e.g. Nazi memorabilia) or materials urging acts of terrorism or violence, goods made from protected animal/plant species, recalled goods, any hacking, surveillance, interception, or descrambling equipment, illegal drugs and paraphernalia, unlicensed sale of prescription drugs and medical devices, the sale of tobacco or alcohol to persons under twenty-one (21) years of age, pornography, prostitution, body parts and bodily fluids, stolen products and items used for theft, fireworks, explosives, and hazardous materials, government IDs, police items, unlicensed trade or dealing in stocks and securities, gambling items, professional services regulated by state licensing regimes, non-transferable items such as airline tickets or event tickets, non-packaged food items, or weapons and accessories
- Use the APIs for purposes where their failure could lead to death, personal injury, or severe property or environmental damage
Support and Modifications
We may provide you with support or modifications for the APIs in our sole discretion. We may terminate the provision of such support or modifications to you at any time without notice or liability to you. We may release subsequent versions of the APIs and require that you use such subsequent versions. Your continued use of the APIs following a subsequent release will be deemed your acceptance of modifications.
The APIs are currently provided for free. We charge for costs associated with the storage and access of user content. Contact our business development team for details on procing.
You agree to provide and assist Jack in verifying your compliance with this Agreement by providing us information about your Application, including providing us access to it and/or other materials related to your use of the APIs. If, in Jack's sole discretion, you do not demonstrate full compliance with this Agreement, we may restrict or terminate your access to the APIs.
Jack may limit the number of network calls that your Application may make via the APIs, and/or the maximum Content that may be accessed, or anything else about the APIs and the Content it accesses as Jack deems appropriate in its sole discretion. The usage limitations can be found in the Jack developer portal. Jack may change such usage limits at any time. In addition to its other rights under these Terms, Jack may utilize technical measures to prevent over-usage and/or stop usage of the APIs by an Application after any usage limitations are exceeded. If no limits are stated in the Platform Guidelines, you nevertheless agree to use the APIs in a manner that, as determined by us in our sole discretion, exceeds reasonable request volume or constitutes excessive or abusive usage.
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 Internet industry standards as required to securely operate your 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 Jack in writing via email to firstname.lastname@example.org or subsequent contact information posted in the Developer Portal. You will work with Jack to immediately correct any security deficiency, and will disconnect immediately any intrusions or intruder. In the event of security deficiency or intrusion involving the Application, you will make no public statements (i.e. press, blogs, bulletin boards, etc.) without prior written and express permission from Jack in each instance.
Jack Independent Development
You understand and acknowledge that Jack 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 Jack from creating and fully exploiting such applications, content and other items, without any obligation to you.
As between you and us, we own all rights, title, and interest, including without limitation all intellectual property rights, in and to, the (i) APIs, and all elements, components, and executables of the APIs; (ii) the Content available from the APIs; (iii) our Website; and (iv) our Brand Features (collectively, the "Jack Materials"). Except for the express licenses granted in these Terms, Jack does not grant you any right, title or interest in the Jack Materials. You agree to take such actions, including, without limitation, execution of affidavits or other documents, as Jack may reasonably request to effect, perfect or confirm Jack's rights to the Jack Materials.
You have no obligation to give us any suggestions, comments or other feedback ("Feedback") relating to the Jack Materials. However, we may use and include any Feedback that you voluntarily provide to improve the Jack Materials and/or any other of our products, services or technologies. Accordingly, if you give Feedback, you agree that we may freely use, reproduce, license, and distribute such Feedback. You also agree not to provide Feedback that you know is subject to any intellectual property claim by a third party or any license terms which would require products or services derived from such Feedback to be licensed to or from, or shared with, any third party.
You represent and warrant to Jack that, excluding Jack Property, you have the right to use, reproduce, transmit, copy, publicly display, publicly perform, and distribute your Application, and that use by Jack and its users of your Application shall not violate the rights of any third party (e.g., copyright, patent, trademark, or other proprietary right of any person or entity), or any applicable regulation or law, including the laws of any country in which your Application is made available. Except to the extent your Application contains Jack Property (and then only with respect to the Jack Property), Jack claims no ownership or control over your Application. During the term of these Terms you hereby grant to us a paid-up, royalty-free, nonexclusive, worldwide right and license, under all of your intellectual property rights, to: (i) use, perform, and display your Application and its content for purposes of marketing, demonstrating, and making your Application available to users and (ii) link to and direct users to your Application. Following the termination of these Terms, Jack shall remove all references and links to your Application from the Jack website and service.
Privacy, Policies, and Legal Compliance
Your Policies; Informed Consent
Data Storage and Conversion Limits.
- Prohibition on Copying and Storage. You may not copy, store or cache any Content returned or received through the APIs, including data about users, longer than the current usage session of the user for which it was obtained, except for the alphanumeric user IDs (Member Tokens) which we provide you for identifying users or any individual member's authentication token (OAuth Token) which we provide you when a Jack user authenticates your Application to his/her Jack account, and direct links to user content as provided in the response to requests made through the APIs
- Exceptions. You may store the Member Token and the OAuth Token until the earlier of:
Your ceasing using the APIs;
The Jack user uninstalls your application or directs you to delete the user's information; or,
We terminate your use of them for breach of these Terms.
- Exception to Storage and Conversion Limits with User Consent. The restrictions of this section do not apply to user profile data received through a one-time call through the APIs that a user explicitly permits you to collect and store, provided that you obtain the user's consent through the technical and user-interface specifications provided by Jack, and that any subsequent update to the profile data only be done with the user's explicit consent. PLEASE NOTE: a) User profile data does not include information about a user's connections, which may not be copied or stored; and b) you may only use stored profile data for the benefit of the Jack user that granted you permission to access it.
- Removal of Jack User Data from Your System. Also, you must remove all data collected with the user's consent upon request by the user, when the user uninstalls your Application, or when the user closes his or her account with you. The restrictions of this section also do not apply to "Independent Data", which means data that users provide directly to you and that is separately entered, uploaded, or presented to you by the user of your Application.
Marketing and Publicity
Your Marketing and Publicity
You may promote your Application, including talking to traditional and online media and your users about your Application, so long as you do so truthfully and without implying that your Application is created or endorsed by Jack (or otherwise embellishing your relationship with Jack). However, you may not issue any formal press release via traditional or online media referring to Jack without Jack's prior consent, unless expressly allowed in the Guidelines for Use of Jack Brand Features.
Jack's Marketing and Publicity
We may publicly refer to you, orally or in writing, as a licensee of the Jack APIs and we may publish your name and/or logo (with or without a link to your Application) on our Website, in press releases, and in promotional materials without your prior consent.
The term "Jack Confidential Information" means any information of or relating to Jack that becomes known to you through disclosure, observation or otherwise, and that either is designated as confidential by Jack or that is not generally known or readily ascertainable to the public, including, without limitation, nonpublic information regarding Jack's APIs and Jack's 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 Jack Confidential Information remains the property of Jack, and no license or other right in any Jack Confidential Information is granted hereby. You will not disclose any Jack Confidential Information to any third party, and will take all reasonable precautions to prevent its unauthorized dissemination, both during and after the term of these Terms. If you are a corporate entity, you will limit your internal distribution of Jack Confidential Information to your employees and agents who have a need to know, and will take steps to ensure that dissemination is so limited. You will not use any Jack Confidential Information for the benefit of anyone other than Jack. Upon Jack's written request, you will destroy or return to Jack all Jack Confidential Information in your custody or control. In addition to the terms of this provision, you and Jack will continue to be subject to any non-disclosure agreement that you and Jack have entered into separately. This provision will survive any termination of these Terms.
Term and Termination
Jack Termination; Suspension; Discontinuance
We may suspend or terminate your use of all or any of the APIs at any time if we believe you have violated these Terms, the User Agreement, the Platform Guidelines, or, in our sole discretion, we believe the availability of the APIs in your Application is not in our or our users' best interests. We may discontinue the availability of some or all of the APIs at any time for any reason. We may also impose limits on certain features and services or restrict your access to some or all of the APIs or our Website. All of our rights herein may be exercised without prior notice or liability to you.
You may terminate the agreement under these Terms for any reason or no reason at all, at your convenience, by closing your account or ceasing use of the APIs.
Effect of Termination
Upon termination of the agreement between you and us under these Terms, (a) all rights and licenses granted to you will terminate immediately, (b) any and all payment obligations, if any, will be due, (c) you will promptly destroy Jack Confidential Information in your possession or control, and (d) unless we agree otherwise in writing or as stated in these Terms, you must permanently delete all Content or other data which you stored pursuant to your use of the APIs, except as expressly permitted by these Terms of the Platform Guidelines. Jack may request that you certify in writing your compliance with this section. No liability shall be created for either party by the mere fact of termination of the agreement under these Terms. The following sections of these Terms shall survive termination: Sections 1.5, 1.8, 1.11, 2, 3, and 5-10.
Remedies You acknowledge that your breach of these Terms may cause irreparable harm to Jack, the extent of which would be difficult to ascertain. Accordingly, you agree that, in addition to any other remedies to which Jack may be legally entitled, Jack shall have the right to seek immediate injunctive relief in the event of a breach of these Terms by you or any of your officers, employees, consultants or other agents.
THE JACK MATERIALS ARE PROVIDED "AS IS" WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND/OR NON-INFRINGEMENT. SOME OF THE JACK MATERIALS ARE EXPERIMENTAL AND HAVE NOT BEEN TESTED IN ANY MANNER. WE DO NOT REPRESENT, WARRANT OR MAKE ANY CONDITION THAT THE JACK MATERIALS ARE FREE OF INACCURACIES, ERRORS, BUGS OR INTERRUPTIONS, OR ARE RELIABLE, ACCURATE, COMPLETE OR OTHERWISE VALID. YOUR USE OF THE JACK MATERIALS IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM USE OF THE JACK MATERIALS INCLUDING FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM OUR WEBSITE OR OUR SERVICES SHALL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE TERMS.
LIMITATION OF LIABILITY
YOU AGREE TO THE FOLLOWING LIMITATION OF LIABILITY TO THE EXTENT PERMITTED BY APPLICABLE LAW: YOU EXPRESSLY UNDERSTAND AND AGREE THAT JACK SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF JACK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE JACK MATERIALS; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR IN THE JACK MATERIALS OR ANY JACK SERVICES; OR (v) ANY OTHER MATTER RELATING TO THE JACK MATERIALS OR ANY JACK SERVICES. UNDER NO CIRCUMSTANCES SHALL JACK'S AGGREGATE, CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, UNDER ANY THEORY OF LIABILITY, EXCEED U.S. ONE HUNDRED DOLLARS (U.S. $100).
Governing Law; Attorneys Fees
These Terms will be governed by and construed in accordance with the laws of the State of California as such laws apply to contracts between California residents performed entirely within California. Any action or proceeding arising from or relating to these Terms must be brought in a federal court in the Northern District of California or in state court in San Mateo County, California and each party irrevocably submits to the jurisdiction and venue of any such court. In the event of litigation between the parties arising out of or related to these Terms, the prevailing party will be entitled to recover its attorneys' fees and costs incurred.
The term "include" (and all of its variants) when used in these Terms will be interpreted to be followed by the clause "without limitation" in all cases. You agree that Jack has sole discretion in determining the interpretation of the meaning of these Terms, including determining your compliance with these Terms.
You shall comply with applicable export laws and regulations of the United States with respect to any technical materials you receive pursuant to these Terms.
The failure of Jack to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
Severability of Terms
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 remain in full force and effect
Applicability and Entirety of Terms
These Terms do not apply to you if you and Jack have executed a written API License Agreement, in which case such Agreement applies. In all other cases, these Terms apply to you, they constitute the entire agreement between you and us with respect to the subject matter herein, and they supersede any and all prior proposals (oral and written), understandings, representations and other communications between you and us.
Relationship Between the Parties
Nothing in these Terms will 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 Jack's prior written consent. Any assignment in violation of this section is null and void.