Terms of Use of Developer Portal

The following are the terms (the “Developer Terms and Conditions” or these “Terms”) of a legal agreement governing the use of and access to PointClickCare’s Developer Portal (the “Website”) and use of software provided through the Website between the legal entity on whose behalf you are acting (“Developer”) and PointClickCare Technologies Inc. and its affiliated companies (collectively, “PointClickCare”). Please read these Terms carefully before you use the Website. By using the Website, you represent that you have the authority to bind Developer and accept and agree on behalf Developer to be bound and abide by these Terms and consent to the terms of PointClickCare’s Privacy Policy located at https://pointclickcare.com/website-privacy-policy/, incorporated herein by reference.  If you do not agree to these Terms of Use, you must not access or use the Website.

Changes to these Terms

PointClickCare may revise these Terms in its sole discretion. All changes are effective immediately when posted. Your continued use of the Website following the posting of revised Terms means that you accept and agree to the revised Terms on behalf of Developer. PointClickCare recommends that you visit this page frequently so you are aware of any changes to these Terms.

 

1.          Defined Terms.

1.1 As used in these Terms, the following capitalized terms will have the following meanings:

Associated PointClickCare Software” means all PointClickCare software with which a Developer App interoperates, including all versions thereof and updates and enhancements thereto.

Developer App” means a software program created by Developer using, or with reference to, the Materials, which software program interoperates or exchanges or shares data (bi-directionally or uni-directionally) with any Associated PointClickCare Software.

Intellectual Property Rights” means all current and future worldwide common law and statutory rights, whether arising under the laws of Canada, the United States of America, or any other state, country, jurisdiction, government, or public legal authority, in, to, or associated with: (a) patents, patent applications, and invention disclosures; (b) copyrights, copyright registrations and applications therefor, moral rights, and mask work rights; (c) the protection of trade or industrial secrets or confidential information; (d) all other intellectual property rights and proprietary rights; (e) trademarks, servicemarks, and other designations of source or origin; (f) any analogous rights to those set forth above; (g) divisions, continuations, renewals, reissuances, and extensions of the foregoing (as applicable); and (h) rights to apply for, file for, certify, register, record, or perfect any of the foregoing.

Materials” means collectively: (i) any software development kit provided or otherwise made available by PointClickCare, (ii) any data, files, installation and use instructions, and other documentation provided or made available by PointClickCare to Developer pursuant to these Terms, and (iii) any information in any form shared by PointClickCare or otherwise provided by PointClickCare, including PointClickCare’s Confidential Information which Developer uses in connection with the development and testing of Developer Apps, including the Sample Code, and all enhancements, error corrections, or other updates to any of the foregoing that PointClickCare may in its sole discretion make available pursuant to these Terms.

PointClickCare APIs” means the application programming interfaces made available by PointClickCare to Developer as described and on the conditions set forth in the Materials.

Sample Code” means source code made available to Developer pursuant to Website for use with web services or other functionality made available via the Materials and/or the PointClickCare APIs.

Use Cases” means the categories of developer applications authorized by PointClickCare, including permitted and prohibited functionality and applicable PointClickCare APIs, as more particularly described on the Website.

Website” means PointClickCare’s Developer Portal website located at https://developer.pointclickcare.com/.

2.          License and Non-Permitted Uses

2.1 Limited Developer License. Subject to Developer’s compliance with the restrictions set forth in this Section 2, PointClickCare hereby grants to Developer a limited, nonexclusive, non-sublicensable, non-transferable, royalty-free license during the Term to use the PointClickCare APIs as set forth in the Materials, use and copy the Materials and to modify the Sample Code as necessary to create and test Developer Apps and to demonstrate Developer Apps to potential customers. Acceptance of these Terms by Developer does not entitle Developer to distribute any Developer App to PointClickCare customers. Developer may submit a Developer App for acceptance by PointClickCare for distribution to PointClickCare customers. PointClickCare does not guarantee acceptance of any Developer App. If PointClickCare accepts a Developer App, PointClickCare and Developer will enter into separate written setting forth the terms and conditions upon which the Developer App will be made available for distribution to PointClickCare customers, including the specific Use Case authorized for the Developer App.

2.2 Non-Permitted Uses.  The following is a non-exhaustive list of non-permitted uses of the Materials and PointClickCare APIs:

  1. distributing any Developer App which does not comply with the specific Use Case authorized by PointClickCare for such Developer App;
  2. attempting to exceed or circumvent limitations on access, calls and use of the PointClickCare APIs, or otherwise using the PointClickCare APIs or Materials in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of this Agreement or the Materials;
  3. accessing or attempting to access any Associated PointClickCare Software or any data stored therein or thereby, including via HL7 or direct database access, except via the Web services calls made available in the PointClickCare APIs as described in the Materials;
  4. decompiling, extracting, translating, decrypting, disassembling, or otherwise reverse engineering any portion of the Materials or any Associated PointClickCare Software, or attempt to do any of the foregoing;
  5. using undocumented methods or features;
  6. redirecting Users in a misleading manner;
  7. interfering in any manner with the proper workings of the PointClickCare APIs or the Materials, or creating or distributing an App that adversely affects the Associated PointClickCare Software;
  8. except as expressly permitted herein, using, copying, modifying, creating derivative works of, displaying, distributing, or re-selling any portion of the Materials or the PointClickCare APIs for any purpose, or authorizing or permitting any third party to do any of the foregoing;
  9. licensing or distributing any Developer App to any third party or authorizing or permitting any third party to do the same except as expressly permitted by PointClickCare;
  10. licensing or using any Developer App for any purpose other than Developer’s own internal testing, including any production purpose, or authorizing or permitting any third party to do the same;
  11. removing, altering, adding, or obscuring any intellectual property or other proprietary notice or other notice included in the Materials or the PointClickCare APIs;
  12. performing an action with the intent of introducing to Associated PointClickCare Software any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature;
  13. using any portion of Materials, the PointClickCare APIs, or any Developer App in violation of PointClickCare’s Privacy Policy or any law or regulation, or rights of any person, including but not limited to Intellectual Property Rights, rights of privacy or rights of personality, or in any manner inconsistent with this Agreement or other PointClickCare agreements to which Developer is subject;
  14. using any portion of the Materials to provide, or to assist in or further the provision of, any data processing, outsourcing, time sharing, or service bureau services, or any other services for the benefit of any third party; and
  15. using the Materials or the PointClickCare APIs, any Developer App or any PointClickCare Confidential Information to benchmark performance or functionality of the PointClickCare APIs or any Associated PointClickCare Software.

2.3 Enhancements. PointClickCare shall have, and Developer hereby grants to PointClickCare, a nonexclusive, worldwide, irrevocable, perpetual, royalty-free, transferable and sublicensable license to use in any manner and for any purpose any feedback, suggestions, recommendations, or information provided by Developer related to the Materials, the PointClickCare APIs, PointClickCare Confidential Information or any Associated PointClickCare Software.

3.          Using the PointClickCare APIs

3.1 Developer Credentials. Developer credentials (such as passwords, keys, and client IDs) are intended to be used by Developer only and to identify Developer’s API client. Developer will keep its credentials confidential and make reasonable efforts to prevent and discourage other API clients from using Developer’s credentials. Developer credentials may not be embedded in open source projects.

3.2 Permitted Access. Developer will only access (or attempt to access) the PointClickCare APIs by the means described in the Materials. If PointClickCare assigns Developer credentials, Developer must use them with the applicable PointClickCare APIs. Developer will not misrepresent or mask either its identity when using the PointClickCare APIs or developer accounts.

3.3 Developer’s Security and Reporting of Deficiencies. Developer must take all appropriate virus precautions, and warrants that its networks, operating systems and software are properly configured to Internet industry standards, including but not limited to security standards.  Developer must not architect or select such systems in a manner to avoid the foregoing obligation. Developer must promptly report any security deficiencies in, or intrusions into, its systems to PointClickCare to devrelations@pointclickcare.com or other contact information posted on the Website. This includes any unauthorized access, use, or disclosure of the Materials, PointClickCare APIs, Associated PointClickCare Software, Confidential Information (as defined below) or any data, or the destruction of any data. Developer must work with PointClickCare to immediately correct any security deficiency, and must immediately disconnect any intrusions or intruder. In the event of any security deficiency or intrusion involving any Developer App, the PointClickCare APIs, the Materials or data, Developer will make no public statements (e.g., press, blogs, social media, bulletin boards, etc.) regarding such deficiencies or intrusions  without prior written and express permission from PointClickCare in each instance.

3.4 Developer’s Certifications. Developer is responsible for its own necessary security certifications (including pursuant to the Health Insurance Portability and Accountability Act of 1996 and any amendments or implementing regulations (“HIPAA”), if required, information on which may be accessed at https://www.hhs.gov/hipaa/) and testing, auditing, and any other requirements based on the laws of the jurisdiction in which it operates.

3.5 Data Collection.  Developer acknowledges and agrees that PointClickCare may collect and use for any purpose data arising from Developer’s use of the Materials and the PointClickCare APIs, including usage statistics, unique identifiers, associated IP addresses, version numbers of relevant software, and information on which tools and services as part of the PointClickCare Developer Programs are being used by Developer and how such tools and services are being used.

3.6 Sandbox. PointClickCare may provide Developer with access to an environment (the “Sandbox”), solely for Developer’s use, containing a server and a database which consists of a variety of medical records, each of which has been edited to remove Protected Health Information (sometimes referred to as Personal Health Information) (“PHI”), as such term is defined under HIPAA. Although the Sandbox is accessible for testing in any country, if a Developer App is accepted by PointClickCare for distribution to PointClickCare customers, Developer must have resources available so that any acquisition, access, use or disclosure of PHI occurs only within Canada or the United States of America.

4.          Intellectual Property Ownership

4.1 PointClickCare Ownership.  The Materials and the PointClickCare APIs are made available for use and access by, not sold to, Developer. Developer acknowledges and agrees that, as between the PointClickCare and Developer, PointClickCare is the sole owner of all right, title, and interest in and to the PointClickCare APIs, the Materials, any Associated PointClickCare Software and PointClickCare Confidential Information, including all Intellectual Property Rights therein and thereto. No rights or licenses are granted by PointClickCare other than those rights expressly granted in this Agreement, and PointClickCare reserves all rights not expressly granted. Developer shall cooperate with PointClickCare’s reasonable efforts to protect and enforce its Intellectual Property Rights and other rights in and to the Materials and the PointClickCare APIs, PointClickCare’s Confidential Information and the Associated PointClickCare Software.

4.2 Developer Ownership. Except to the extent any Developer App contains materials embodied in or associated with the Materials, PointClickCare claims no ownership or control over propriety rights in any Developer App, including Intellectual Property Rights, trade dress, advertising, or associated goodwill, whether presently existing or later developed.

5.          Fees and Payments

5.1 Fees. PointClickCare charges no fees for access to the Materials or PointClickCare APIs, but reserves the right to introduce fees in the future. Developer Apps accepted by PointClickCare will be subject to separate agreement between PointClickCare and Developer which may include fees.

6.          Prohibition on Protected Health Information.

6.1 Prohibition on Protected Health Information.  Except as expressly permitted by PointClickCare pursuant to separate written agreement, Developer shall not submit or make available to PointClickCare any electronic health records or other information which would be considered “Protected Health Information” or any similar descriptor (“Resident Record Data“) pursuant to HIPAA, any more restrictive state law or any similar Canadian provincial law.

7.          Confidential Information.

7.1 Definition of Confidential Information. "Confidential Information" means all confidential information disclosed by a party to the other party, whether orally or in writing, which is designated as confidential or which reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of PointClickCare shall be deemed to include the Materials. Confidential Information does not include any information which: (i) is or becomes generally known to the public without breach of any obligation owed to either party; (ii) was known to the receiving party prior to its disclosure without breach of any obligation owed to either party; (iii) is received from a third party without breach of any obligation owed to either party; or (iv) was independently developed by the receiving party.

7.2 Protection of Confidential Information. The receiving party shall use the same degree of care to protect Confidential Information which it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) and shall: (i) not use any Confidential Information for any purpose outside the scope of these Terms; and (ii) limit access to Confidential Information to those of its and its affiliates' employees, contractors and agents who need such access for purposes consistent with these Terms.  Unless legally compelled to do so, neither party shall disclose the other party’s Confidential Information to any third party (other than its affiliates, contractors, agents and their respective legal counsel) without the other party's prior written consent.

7.3 Publicity.  Developer shall not issue any press release or otherwise publicize any matters relating to these Terms or the PointClickCare APIs or its relationship with PointClickCare under these Terms, or otherwise use any trademark of PointClickCare without obtaining PointClickCare’s prior written consent. 

8.          Warranties, Disclaimers, Indemnification and Limitations of Liability

8.1 Developer’s Warranties.  Developer warrants that it: (i) has validly entered into these Terms and has the legal power to do so, and (ii) owns or has procured the appropriate intellectual property rights in any Developer Apps created pursuant to these Terms.

8.2 POINTCLICKCARE’S DISCLAIMER OF REPRESENTATIONS AND WARRANTIES. THE MATERIALS AND THE POINTCLICKCARE DEVELOPER API ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTY WHATSOEVER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, POINTCLICKARE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE AND ANY WARRANTIES RELATED TO TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES.

8.3 Indemnification by Developer. Developer shall indemnify, defend and hold harmless PointClickCare and its affiliates, officers, agents, employees, and suppliers from and against any claims and all losses, costs, liabilities, damages and expenses (including attorney’s fees) made or brought against PointClickCare by a third party arising out of or in connection with: (a) any use by Developer of the Materials or the PointClickCare APIs or any PointClickCare Confidential information; (b) any breach by Developer of these Terms; (c) any damage caused to any PointClickCare IT environment; and (d) an allegation that any Developer App infringes the intellectual property rights of a third party.

8.4 Limitation of Liability. PointClickCare shall not be responsible for: (i) any compromise, loss, delay, alteration, or interception of Customer’s Data during the transmission of any data across computer networks or telecommunication facilities (including but not limited to the internet); or (ii) the reliability or performance of any connections, computer networks, or telecommunications facilities (including but not limited to the internet). TO THE EXTENT SUCH EXCLUSIONS ARE PERMITTED BY APPLICABLE LAW, POINTCLICKCARE SHALL NOT BE LIABLE FOR, NOR SHALL THE MEASURE OF DAMAGES UNDER THESE TERMS INCLUDE, ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO DEVELOPER’S USE OF THE MATERIALS OR THE POINTCLICKCARE API. IN NO EVENT SHALL POINTCLICKCARE’S LIABILITY UNDER THESE TERMS OR RELATING TO THE MATERIALS OR THE POINTCLICKCARE API EXCEED $1,000.  THESE LIMTIATIONS SHALL SURVIVE AND APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF THE POINTCLICKCARE API.

9.          Term and Termination

9.1 Term. These Terms shall be effective for a period commencing on the date  PointClickCare enables Developer’s access to the Website (the “Effective Date) and continuing until expired or been terminated as set forth herein.

9.2 Termination for Cause.  Either party may terminate these Terms for cause:  immediately upon written notice to the other party in the case of such party’s material breach of these Terms; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

9.3 Termination for Convenience by Developer. Developer may terminate these Terms at any time by email addressed to devrelations@pointclickcare.com, except as such right may be qualified by any other written agreement between Developer and PointClickCare.

9.4 Termination for Convenience by PointClickCare. PointClickCare may terminate these Terms and access to the Website and PointClickCare APIs at any time upon written notice to Developer if Developer has been inactive for a period of at least two months or if PointClickCare determines, in its reasonable discretion, that Developer is a direct competitor of PointClickCare or any division of its business.

9.5 Effect of Termination. Upon termination of these Terms: (i) all rights and obligations of the parties will automatically terminate except for those set forth in this section, and PointClickCare shall not have any liability for the cessation of access to the Materials; and (ii) Developer must permanently delete all data and any other information that Developer stored pursuant to its use of the PointClickCare APIs and Materials, except when doing so would cause Developer to violate any law or obligation imposed by a governmental authority.

9.6 Provisions Surviving Termination.   Sections 2.2, 4.1, 7, 8.2, 8.3, and 8.4.

10.          Modifications to the PointClickCare APIs, Materials and this Agreement

10.1 Modification to the PointClickCare APIs and Materials. PointClickCare may update, change, add to or delete from or modify the PointClickCare APIs and Materials from time to time in its sole discretion.  Updates and modifications may affect Developer’s integration with the PointClickCare APIs or Developer App and may require Developer to make changes to its Developer App at its own cost to continue to be compatible with, or interface with, the PointClickCare APIs or Materials. PointClickCare may also impose limits on certain features and services or restrict Developer’s access to some or all of the PointClickCare APIs and Materials that in PointClickCare’s sole discretion may negatively affect the Associated PointClickCare Software or PointClickCare’s ability to provide its services.  

10.2 Modification of this Agreement. PointClickCare may change, add to, or delete from this Agreement or any portion thereof from time to time in its sole discretion.

10.3 Notice and Acceptance.   If PointClickCare makes a material change to the PointClickCare APIs, the Materials or this Agreement, it will post the amended terms on the Website. IF ANY MODIFICATION IS UNACCEPTABLE TO DEVELOPER, ITS ONLY RECOURSE IS TO CEASE ALL USE OF THE POINTCLICKCARE APIs AND MATERIALS AND TERMINATE THIS AGREEMENT. DEVELOPER’S USE OF THE POINTCLICKCARE APIs, MATERIALS, AND DEVELOPER’S APP AFTER THE EFFECTIVE DATE OF CHANGES WILL BE DEEMED TO BE ACCEPTANCE OF SUCH CHANGES.

11.          Subcontractors

11.1 Developer Contractors. Developer may use third-party independent contractors ("Contractors”) to create Developer Apps in accordance herewith, provided that: (a) Developer first notifies PointClickCare in writing of the name, address, and other available contact information for the Contractor, together with a description of the contemplated applicable services or products that the Contractor will provide, and promptly notifies PointClickCare of any changes in any of the foregoing; and (b) such use is pursuant to a written, binding agreement (the "Contractor Agreement”) between Contractor and Developer that (i) is at least as protective of PointClickCare’s rights in the Materials and PointClickCare’s Confidential Information as this Agreement, and (ii) contains Contractor’s acknowledgement and agreement that PointClickCare is the exclusive owner of the Materials and PointClickCare’s Confidential Information, (iii) designates PointClickCare as a third-party beneficiary thereof, and (iv) prohibits any further sub-contracting by Contractor and prohibits Contractor from authorizing or permitting any third party to access or use the Materials or PointClickCare’s Confidential Information. Developer shall ensure that each Contractor fully complies with its Contractor Agreement, and Developer shall be liable to PointClickCare for any breach by Contractor thereof.

12.          Notices

12.1 Notices to PointClickCare. Developer is contracting with PointClickCare Technologies Inc. d/b/a PointClickCare, a corporation existing under the laws of the Province of Ontario, having its principal headquarters at 5570 Explorer Drive, Mississauga, Ontario, Canada, L4W 0C4.

12.2 Notices to Developer. Notices to Developer shall be addressed to the relevant contact designated by Developer on the Acceptance Page of these Terms.

13.          General Provisions

13.1 Governing Law and Jurisdiction [For United States Developers Only]. These Terms shall be governed by the laws of the State of Delaware and the federal laws of the United States of America without regard to its conflicts of laws provisions. To resolve any legal dispute arising from these Terms, Developer agrees to the exclusive jurisdiction of the State of Delaware.

13.2 Governing Law and Jurisdiction [For Canadian Developers Only]. These Terms shall be governed by the laws of the Province of Ontario and the federal laws of Canada without regard to its conflicts of laws provisions. To resolve any legal dispute arising from these Terms, Developer agrees to the exclusive jurisdiction of the Province of Ontario.

13.3 Conduct of Business and Anti-Corruption. PointClickCare maintains a Code of Business Conduct and Ethics (the “Code”) applicable to all officers, directors and employees (both permanent and contract) available at pointclickcare.ethicspoint.com. Developer shall require its representatives to conduct business in a manner consistent with the Code or Developer’s own similar standards and use reasonable efforts to notify PointClickCare if Developer becomes aware of any conduct of business by its representatives inconsistent with same. Developer confirms that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of PointClickCare’s employees or agents in connection with the PointClickCare Developer Program or these Terms, except for any reasonable gifts and entertainment provided in the ordinary course of business.

13.4 Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior and contemporaneous communications, representations, discussions, and agreements between the Parties with respect to such subject matter.

13.5 Assignment.  Developer may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of PointClickCare.