By registering with the UPMC Health Plan ONC Interoperability Developer Portal (the “Portal”) or using any services or information provided through or in
connection with the Portal, you and/or any company, entity, or person that you represent (collectively, “You” or “Your”) expressly agree to be bound by these
affiliates, (collectively, “UPMC”) and set forth the legal requirements for Your use of the Portal. IF YOU DISAGREE WITH OR ARE UNWILLING TO BE BOUND BY
IN UPMC’S INTEROPERABILITY DEVELOPER PROGRAM.
Through the Portal, UPMC may provide You with access to documentation, registration services, developer sandbox services, and other developer services related
to UPMC’s application programming interfaces – the “Patient Access API”, the “Rx Formulary API”, the “Provider and Pharmacy Directory API”, the “Explanation
of Benefits API”, and the “Clinical Data API” (together, the “APIs”) – provided pursuant to the Office of the National Coordinator for Health Information
Technology (ONC) Cures Act Final Rule (also referred to as the CMS Interoperability and Patient Access Final Rule (CMS-9115-F)). References to “the
Services” in this Agreement include Your access and connection to and use of the Portal and APIs.
In order to access the Services, You will be required to register at the Portal by providing certain information (including identification and contact details)
as part of the registration process for the Services, or as part of Your continued use of the Services. You agree that any and all registration information
You provide is accurate, complete, and up to date. You also agree to inform UPMC promptly of any updates so that we can keep You informed of any changes to
the Services or this Agreement.
Upon registering and being approved by UPMC, UPMC will issue to You developer credentials such as a Client ID and Client Secret, a password, and/or a security
token (collectively, “Developer Credentials”). Developer Credentials are intended to be used only by You and are necessary to identify any software which
You are using with the APIs. You are responsible for maintaining the confidentiality of Your Developer Credentials and agree not to share them with any
third party. You are responsible for all acts that occur while Your Developer Credentials are being used, whether or not You authorized such acts, and any
security breach caused by Your failure to maintain the confidentiality of Your Developer Credentials. You agree to notify UPMC immediately in the event of
loss or theft of Your Developer Credentials, or if You believe the confidentiality of Your Developer Credentials has been compromised in any way, or in the
event of Your learning about a possible or actual unauthorized use of the Services. Notifying UPMC of any unauthorized use of Your Developer Credentials
will not relieve You of responsibility for any actions and/or damages that occur as a result of the unauthorized use.
You may only access (or attempt to access) each of the applicable APIs after You and Your application have successfully been registered with UPMC for
production access to the applicable API and by the means described in the documentation for that API. UPMC reserves the right to revoke Your Developer
Credentials and/or access to the APIs at any time without prior notice for Your failure to comply with this Agreement or where UPMC reasonably determines
that Your access to the APIs would present an unacceptable level of risk to the security of UPMC’s APIs or information technology systems.
If You are granted Developer Credentials, You may only use those credentials with the application You register with the Portal. UPMC may revoke Your
Developer Credentials if You use or attempt to use them with another application or product that has not been registered with the Portal.
Use of the Services
and Patient Access Final Rule (CMS-9115-F), You may only use (i) the Patient Access API, the Rx Formulary API, the Explanation of Benefits API, and/or the
Clinical Data API to retrieve, with the express approval and at the direction of a UPMC enrolled member, certain data, as applicable, concerning adjudicated
claims, encounter data from capitated providers, formulary data, and certain clinical data, to the extent UPMC maintains any such data, (ii) the Provider and
Pharmacy Directory API to retrieve, as applicable, certain UPMC provider and pharmacy directory information, and (iii) the developer sandbox services to test
Your application’s connection to the APIs. You may not access, connect to, retrieve data from, or use in any way the Patient Access API, the Rx Formulary
API, the Explanation of Benefits API, and/or the Clinical Data API except with the express approval and at the direction of the applicable UPMC enrolled
Restrictions on Your Use of the Services
You may not (i) violate the security or integrity of any network, computer or communications system, software application, or network or computing device,
whether related to the Services, the Portal, or any UPMC information technology system, (ii) access the APIs by any means other than use of an application
that has been registered with UPMC, (iii) modify, reproduce, adapt, translate, reverse engineer, create derivative works based upon, publicly display, sell,
rent, license, decrypt, commercially exploit, or otherwise attempt to derive, reconstruct, identify, or discovery any source code, underlying ideas, or
algorithms of the Services by any means, (iv) remove any proprietary notices, labels, or UPMC copyright or trademarks from the Services. You agree to use
the Services only for lawful purposes. You agree not to, directly or indirectly, interrupt or attempt to interrupt the operation of the Services in any way.
Any conduct by You that, as reasonably determined by UPMC, restricts, inhibits, or interferes with the ability of any other user to use the Services
(including by means of hacking or defacing any portion of the Services, or by engaging in spamming, flooding, or other disruptive activities) is prohibited.
You must not transmit or otherwise make available through or in connection with the Services any program routine, device or other undisclosed feature
comprising of a trap door, time bomb, Trojan horse, worm, spyware, bot, keystroke logger, cookie, malicious logic, virus, usage lock, physical or electronic
license key or disabling mechanism or other routine, device, file or feature, whether such disabling mechanisms are based on calendar date or elapsed time,
that are designed to track, monitor or capture computer or user files, information or data, or to delete, disable, deactivate or otherwise render the
Services, the network, or any UPMC information technology system inoperable.
You also agree that You will not (and will not attempt to) (i) access or use the Services, Portal, the APIs, or any component thereof in any manner or for any
Services available for use by third parties, including as part of a service bureau, outsourcing, or external consulting arrangement, (iii) collect, compile,
or otherwise attempt to “screen scrape,” “data mine” or “harvest” any component of the Services, including through the creation of any duplicate or
derivative data store, (iv) deactivate, bypass, or circumvent any access controls or security measures for the Services, (v) engage in any activity that
disrupts or impairs the performance of the Services, or (vi) access or use the Services in violation of any applicable laws or regulations, the intellectual
Your use of the APIs will be subject to certain limitations on access, calls, or use as set forth within this Agreement, the API documentation, or otherwise
provided by UPMC. These limitations are necessary to protect the security of UPMC’s information technology systems, manage the load on the system, promote
equitable access, and prevent abuse, and these limitations may be adjusted without notice, as reasonably determined by UPMC. If UPMC reasonably determines
that You have attempted to exceed or circumvent these limitations, Your Developer Credentials may be revoked.
Monitoring and Audit
UPMC will monitor Your use of the Services and/or APIs to, for example, improve the Services or to ensure compliance with this Agreement and the API
documentation. You consent and agree that UPMC may audit Your applications and use of the Services. You agree to cooperate with any monitoring or audit,
and You will not interfere with or otherwise attempt to block any monitoring or audit. UPMC reserves the right to (i) investigate and take appropriate
specific performance, injunctive relief, and/or attorneys’ fees.
Representations and Warranties
You represent and warrant that You and Your users are 18 years of age or older. You represent and warrant that You have the authority to bind the company,
entity, or person You represent by Your actions. You represent and warrant that You will comply with all security requirements for access to and use of the
Services and any APIs.
You represent and warrant that Your collection, storage, transmission and use of any and all information available through the Services has complied and will
YOUR USE OF THE SERVICES (INCLUDING ANY DOCUMENTATION, INFORMATION, PROGRAMS, SOFTWARE, APIs OR OTHER MATERIAL ACCESSED ON THE SERVICES) IS AT YOUR SOLE RISK.
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
TO THE FULLEST EXTENT PERMITTED BY LAW, UPMC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND RELATED TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. WITHOUT LIMITATION TO THE ABOVE, UPMC DOES NOT
PROVIDE ANY REPRESENTATION OR WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY , SECURE, OR
ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES,
INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, NEEDS OR REQUIREMENTS, AND (V) THAT ANY ERRORS
ASSOCIATED THE SERVICES WILL BE CORRECTED.
UPMC IS NOT RESPONSIBLE FOR ANY INACCURACIES OR DEFECTS IN THE INFORMATION, SOFTWARE, COMMUNICATION LINES, INTERNET OR YOUR INTERNET SERVICE PROVIDER (ISP),
COMPUTER HARDWARE OR SOFTWARE, OR ANY OTHER SERVICE OR DEVICE THAT YOU USE TO ACCESS THE SERVICES.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM UPMC OR ITS AFFILIATES OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT
YOU SHALL BE SOLELY AND FULLY RESPONSIBLE FOR ANY DAMAGE TO THE SERVICES OR ANY COMPUTER SYSTEM, ANY LOSS OF DATA, OR ANY IMPROPER USE OR DISCLOSURE OF
INFORMATION ON THE SERVICES CAUSED BY YOU OR ANY PERSON USING YOUR DEVELOPER CREDENTIALS. EXCEPT AS PROHIBITED OR LIMITED BY LAW, UPMC CANNOT AND DOES NOT
ASSUME ANY RESPONSIBILITY FOR ANY LOSS, DAMAGES, OR LIABILITIES ARISING FROM YOUR MISUSE OF ANY PROTECTED HEALTH INFORMATION, ADVICE, IDEAS, INFORMATION,
INSTRUCTIONS, OR GUIDELINES ACCESSED THROUGH THE SERVICES.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT UPMC, UPMC AFFILIATES, ANY UPMC LICENSOR OR SUPPLIER, ANY THIRD PARTY WHO PROMOTES THE SERVICES OR
PROVIDES A LINK TO THE SERVICES SHALL NOT BE LIABLE TO YOU FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOSSES, FEES, CHARGES,
EXPENSES OR LIABILITIES YOU INCUR RELATED TO YOUR ACCESS AND USE OF THE SERVICES.
WITH RESPECT TO DIRECT DAMAGES, AND WHERE THE ABOVE EXCLUSIONS OF INDIRECT AND CONSEQUENTIAL DAMAGES IS LIMITED OR PROHIBITED UNDER LAW, YOU AGREE THAT ANY
AND ALL DAMAGES, LOSSES, FEES, CHARGES, EXPENSES OR LIABILITIES YOU SUFFER OR INCUR RELATED TO YOUR ACCESS AND USE OF THE SERVICES THAT RESULT FROM ANY ACT
OR OMISSION OF UPMC, UPMC AFFILIATES, ANY UPMC LICENSOR OR SUPPLIER, ANY THIRD PARTY WHO PROMOTES THE SERVICES OR PROVIDES A LINK TO THE SERVICES SHALL BE
LIMITED TO THE FEE PAID BY YOU PRIOR TO THE FIRST OCCURRENCE OF THE SUBJECT DAMAGES, LOSSES, FEES, CHARGES, EXPENSES OR LIABILITIES, OR $100.00, WHICHEVER
THE ABOVE LIMITATIONS AND EXCLUSIONS TO LIABILITY APPLY REGARDLESS OF THE TYPE OF DAMAGES OR CLAIMS, INCLUDING WITHOUT LIMITATION DAMAGES OR CLAIMS RELATED
TO (I) PERSONAL INJURY, WRONGFUL DEATH, LOSS OF USE, LOSS OF PROFITS, INTERRUPTION OF SERVICE, OR LOSS OF DATA; OR (II) MISTAKES, OMISSIONS, INTERRUPTIONS,
DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR (III) ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD,
COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO YOUR RECORDS, PROGRAMS, OR SERVICES, OR (IV) OTHERWISE ARISING OUT OF OR IN ANY WAY
CONNECTED WITH THE USE OF, OR THE INABILITY TO USE, THE SERVICES. YOU AGREE THAT THIS LIMITATION APPLIES EVEN IF UPMC, UPMC AFFILIATES, ANY UPMC LICENSOR OR
SUPPLIER, ANY THIRD PARTY WHO PROMOTES THE SERVICES OR PROVIDES A LINK TO THE SERVICES HAS BEEN ADVISED OF THE LIKELIHOOD OR POSSIBILITY OF SUCH DAMAGES,
LOSSES, FEES, CHARGES, EXPENSES OR LIABILITIES.
THE PARTIES AGREE THAT THE EXCLUSIONS OF REMEDIES AND LIMITATIONS SPECIFIED IN THIS SECTION ARE A REASONABLE ALLOCATION OF RISK, AND APPLY REGARDLESS OF THE
FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE
TERMS AND CONDITIONS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
TO THE EXTENT THE ABOVE LIMITATION OF LIABILITY IS RESTRICTED UNDER LAW, THE ABOVE LIMITATIONS SHALL BE APPLIED TO THE FULLEST EXTENT PERMITTED UNDER SUCH LAW.
You agree to indemnify and hold UPMC, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim, demand, or damage, including
reasonable attorneys' fees, asserted by any third party due to or arising out of or related to (i) Your use of or conduct on the Services, (ii) Your
application or the development, maintenance, or use of any aspect of the application, (iii) any content or information accessed, collected, distributed,
APIs, (v) any use of Your Developer Credentials by You or any third party, (vi) the infringement or other violation by You, Your application, or Your marks
of any law or intellectual property or other right of any person or entity, and (vii) Your application users.
As between You and UPMC, UPMC owns the Services. Parts of the Services are subject to trademark, service mark, copyright, and/or other intellectual property
rights held by UPMC Health Plan, Antares Management Solutions, and UPMC’s suppliers and vendors. Any trademark or copyright notices may not be deleted or
altered in any way. UPMC's trademarks and copyrights may not be used in connection with any products or services that are not offered by or on behalf of
UPMC. You acknowledge that these rights are valid and protected in all forms, media, and technologies existing now or hereinafter developed.
cease Your use of the Services. If You breach or violate any provision of this Agreement, then UPMC may revoke Your Developer Credentials, in whole or in
part, and refuse to provide You with access to the Services.
UPMC may terminate or deny You access to and use of all or part of the Services and APIs at any time if UPMC reasonably determines that Your access to the
Services and/or APIs would present an unacceptable level of risk to the security of UPMC’s information technology systems. If such an event occurs, You may
petition UPMC to receive or regain access to the Services and/or APIs by contacting UPMC.
If this Agreement is terminated for any reason, then (i) this Agreement will continue to apply and be binding upon You in respect of Your prior use of the
Services (and any unauthorized further use of the Service), and (ii) any UPMC rights that, by their nature are intended to survive termination or expiration
of this Agreement, shall so survive.
For information on the personal information UPMC’s collects, how we collect such information, and why we collect personal information when You visit or use
the Services or other online services, review our Privacy Statement at
https://www.upmchealthplan.com/privacy.aspx. The Privacy Statement explains
when, why, and with whom we share that information when You use the Services or other online services. The term “personal information” used in these terms
and conditions means information about an individual that identifies or describes a natural person.
Our Privacy Statement covers the UPMC Health Plan, its affiliates, and any of its or its affiliates’ online services accessible that link to the Privacy
When You send emails or other electronic messages to UPMC or in connection with the Services, You are communicating electronically and consent to UPMC’s
review and analysis of such messages and to receive return communications, if any, from UPMC electronically. You agree that all agreements, notices,
disclosures, and other communications that UPMC provides to You electronically satisfy any legal requirement that such communications be in writing.
Except as expressly authorized in writing by UPMC, You may not issue a press release, advertisement, or publicity statement concerning Your participation in
of the Services is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation
this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between You and UPMC as a result of these terms and
terms and conditions is in derogation of UPMC’s right to comply with governmental, court and law enforcement requests or requirements relating to Your use of
unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid
or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the
user and UPMC with respect to the Services (excluding the use of any software which may be subject to an end-user license agreement) and it supersedes all
prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and UPMC with respect to the Services. A
relating to these terms and conditions to the same extent and subject to the same conditions as other business documents and records originally generated and
maintained in printed form. You and UPMC agree that any cause of action arising out of or related to Services must commence within one (1) year after the
cause of action arose; otherwise, such cause of action is permanently barred. The section titles in these term and conditions are solely used for the
convenience of the parties and have no legal or contractual significance.