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EFFECTIVE DATE: 7/6/2022

CERNER IGNITE API ACCESS AGREEMENT

BASIC TERMS AND CONDITIONS

This Cerner Ignite API Access Agreement (together with any applicable Ordering Documents, the "Agreement") governs your access to and use of any Cerner Ignite APIs as defined herein. By accessing the Cerner Ignite APIs, you agree to be bound by the terms of this Agreement.

You may execute Ordering Documents with Cerner in the future for additional licenses and services relating to the Cerner Ignite APIs, which will be subject to the terms and conditions of this Agreement. You represent and warrant that you are at least 18 years of age and that you possess the legal right and ability to agree to and comply with this Agreement. If you are using the Cerner Ignite APIs on behalf of an entity (i.e. an App company), you represent that you have full and proper authority to act on behalf of and bind the entity to this Agreement.

1. Developer Account. You must establish a Developer Account prior to accessing any Cerner Ignite APIs. When you establish your Developer Account, Cerner may collect certain information such as contact information (e.g., name, address, telephone number and e-mail address), demographic information (e.g., zip code, organization and/or role), or billing information (e.g., credit or debit card numbers). You agree to keep all required information updated at all times. Cerner will use such information to provide you with relevant information about the Cerner Ignite APIs and contact you when necessary.   

2. Cerner Ignite APIs. Below is a description of the Cerner Ignite APIs currently available (which could change from time to time at Cerner’s discretion and without notice):

A. Public APIs. Upon establishment of a Developer Account, Cerner may, in its sole discretion, make publicly available certain standards-based Cerner Ignite APIs (“Public APIs”).

B. Additional APIs. Cerner may also, in its sole discretion, make available additional Cerner Ignite APIs that are not Public APIs, for which access will be governed by an Ordering Document that may require additional terms and fees relating to the use of such APIs and any related services (“Additional APIs”). When available, Cerner can provide the current list of Additional APIs upon written request.

C. Fees. Cerner makes Public APIs available to you free of charge upon your establishment of a Developer Account. Cerner may charge a fee for certain Additional APIs, for which the scope of use, corresponding fees and services will be set forth in an applicable Ordering Document. Usage-based fees may apply (to you and/or a health system or provider) for any Additional APIs once a Developed App is interfaced with an Applicable Cerner Solution. Any such fees will be set forth in a separate written agreement between Cerner and the applicable parties.

3. Cerner code Program. You may request to participate in the Cerner code Developer Program with your Developed App(s). The code Developer Program and app registration process is detailed on http://code.cerner.com, including Cerner Ignite API documentation, a sandbox, and other supporting materials to help you develop your app. As referenced in this Agreement and detailed in the app registration, there are fees associated with the code Developer Program, which will be documented in an Ordering Document.     

4. Cerner Ignite API Access.

A. Limited Right to Access. Subject to your compliance with the terms of this Agreement, Cerner hereby grants to you a limited, revocable, non-exclusive, non-transferable right to access and use the Cerner Ignite APIs solely as necessary to (i) interoperate with, enable and achieve the access, exchange, or use of electronic health information between your Developed App and any Applicable Cerner Solutions, (ii) demonstrate your Developed Apps to Cerner clients, and (iii) provide access to and any necessary support of your Developed Apps to Cerner clients. The availability of the Cerner Ignite APIs and specific Cerner Ignite API capabilities in locations outside of the United States will be determined in Cerner’s sole discretion and could change from time to time without notice to you.

B. Access Restrictions. The Cerner Ignite APIs are proprietary to Cerner and may contain trade secrets. The Cerner Ignite APIs are not sold to you. No right to use, print, copy, modify, create derivative works of, display, adapt, translate, distribute, disclose, decompile or reverse engineer the Cerner Ignite APIs is granted to you or any third party, except as expressly set forth in this Agreement. You shall not sell, pledge, assign, rent or lease, transfer, or commercialize the Cerner Ignite APIs or any derivative works thereof, in whole or in part, or take any action that would result in any third party obtaining any ownership of or other intellectual property rights in or to the Cerner Ignite APIs or any portion thereof. Cerner reserves all title and interest in and to the Cerner Ignite APIs and all rights not expressly granted hereunder. You may not allow, expose or provide a third party access to the Cerner Ignite APIs without Cerner’s prior written consent in each instance, which may be withheld in Cerner’s sole discretion.

5. Developed Apps.

A. Responsibilities. You accept full responsibility and liability for your Developed App. Without limiting the foregoing, you are solely responsible for the demonstration, pricing, sales support (including product analyst support), licensing, configuration, installation, implementation, use, maintenance and technical support of your Developed App. You are solely responsible and liable for all representations, warranties, support and other obligations made by you to any third party related to your Developed App, including claims arising from product liability, breach of warranty, use or misuse of data, and intellectual property infringement.

B. Acknowledgements. If you wish to implement your Developed App in a Cerner client environment, you hereby acknowledge:

  • It is your sole responsibility to license your Developed App to the applicable Cerner client or patient. If you have developed a patient-facing app, it is your sole responsibility to provide a terms of service and privacy policy to users. To the extent you have such agreements, Cerner encourages you to provide us with URLs with this information so we can include a link to such terms on the authorization page for your Developed App.
  • Each Developed App must be approved in writing and registered for use by the applicable Cerner client before Cerner will enable your Developed App within such Cerner client’s environment, excluding direct-to-consumer applications which do not need to be pre-approved by Cerner clients.
  • It is your sole responsibility to implement your Developed App for the Cerner client or a patient.
  • Connection services may be needed in order for your Developed App to operate within a Cerner client environment. The scope of such services, and any associated fees, would be set forth in a separate written agreement between Cerner and the applicable parties.
  • Cerner may use and disclose your performance and usage data relating to the Cerner Ignite APIs for any purpose permitted by law so long as the data does not contain protected health information (as defined under HIPAA).
  • Cerner’s Ignite APIs are designed to support real time queries. Cerner may restrict the amount of data returned by certain queries to a specific page size and require you to implement logic to incrementally page through the data set as needed to support application workflow. Additional details are provided at https://fhir.cerner.com. Cerner Ignite APIs do support the ability to issue limited concurrent queries to assist you in data retrieval.
  • You will protect all secrets, including OAuth 2 identifiers, which have been assigned to your Developed App. If a secret is leaked, you will notify Cerner immediately so that we can reassign secrets or remove access temporarily while the issue is resolved.

C. Monitoring. Cerner may monitor and audit your use of the Cerner Ignite APIs and other activities related to your obligations under this Agreement. Cerner may, in its sole and reasonable discretion, suspend, throttle or otherwise limit your Developed App activity if Cerner reasonably believes (i) your Developed App poses a threat to the operation, stability or security of Cerner’s or its client’s systems, infrastructure or services, or (ii) your Developed App may be compromised, contain viruses, material bugs or other errors.

D. Updates. If Cerner has an Update to a Cerner Ignite API, Cerner will issue a public notice of such Update. It is solely your responsibility to ensure that future versions of your Developed App are updated to interoperate with the then current version of the Cerner Ignite APIs.

6. Warranties; Disclaimers.

A. Compliance. You are solely responsible for your use of the Cerner Ignite APIs and agree to comply with all responsibilities and obligations as stated in this Agreement. You warrant that at all times you will comply with all applicable laws, rules and regulations relating to the use of the Cerner Ignite APIs, the Cerner websites and the development, distribution, commercialization, license and use of your Developed App. You further acknowledge and agree that, as it relates to the access and services under this Agreement, you are not a supplier to or downstream business associate (as defined under HIPAA) of Cerner.

B. Virus Warranty. You warrant that your Developed App will not contain or transmit any viruses or other malicious computer instructions, devices, or techniques that can or were designed to threaten, infect, damage, disable, or shut down the Cerner Ignite APIs, the Applicable Cerner Solutions, or any other technology, equipment or computer system.

C. Security. You warrant that you have implemented reasonable security measures, systems, and procedures to (i) ensure the confidentiality, integrity, and availability of all electronic health information your Developed App creates, receives, maintains or transmits, (ii) identify and protect against reasonably anticipated threats or hazards to the security or integrity of your Developed App or the electronic health information, and (iii) protect against reasonably anticipated, impermissible uses or disclosures of the electronic health information. You are responsible for all security obligations applicable to the licensing of your Developed App.

D. Support. You warrant that you will maintain industry standard levels of support for your Developed App, including without limitation, a support guide and process for handling user issues, communications on planned downtime and unplanned events that is readily accessible by users, a policy on operating system patching, adequate support staffing, electronic tracking of issue resolution accessible by users, and an issue escalation process with appropriate service level standards.

E. Functionality. You warrant that: (a) you will use best efforts to ensure that your Developed App does not regularly crash or produce unexpected errors; (b) information displayed by your Developed App does not modify or conflict with information displayed in the Cerner client’s electronic medical record (EMR); (c) your Developed App does not include undocumented or hidden features inconsistent with the description of the Developed App; (d) your Developed App consumes FHIR resources relevant to the documented workflow, filters data effectively, and properly handles changes to the underlying dataset; and (e) your Developed App properly handles EMR-specific events, such as patient context changes and user context changes.

F. Content. You warrant that your Developed App will only include content that you developed or that you have a license or written consent to use in connection with your Developed App. You further warrant that the Developed App, any content or other materials used within the Developed App, and the use of the same by Cerner clients or patients will not constitute an infringement, misappropriation or other violation of any patent, trademark, copyright, trade secret or other intellectual property right of a third party.

G. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, EACH PARTY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, AND OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE AND ANY IMPLIED WARRANTY OF NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. CERNER DOES NOT WARRANT THAT THE CERNER IGNITE APIS, CERNER SOLUTIONS, CERNER SERVICES OR ANY DATA TRANSMITTED THROUGH USE OF SUCH SOLUTIONS OR SERVICES WILL BE ERROR-FREE, UNINTERRUPTED OR AVAILABLE IN ALL TERRITORIES, THAT ALL DEFECTS WILL BE CORRECTED, OR WILL MEET A THIRD PARTY’S REQUIREMENTS OR NEEDS. CERNER DOES NOT REVIEW OR PROVIDE ANY WARRANTY REGARDING THE ACCURACY OR COMPLETENESS OF ANY INFORMATION ENTERED INTO OR TRANSMITTED THROUGH CERNER’S SOLUTIONS OR SERVICES. CERNER DOES NOT WARRANT THAT ANY ALERTS OR OTHER INFORMATION PROVIDED THROUGH THE CERNER SOLUTIONS OR SERVICES HAVE THE ABILITY TO IMPROVE THE HEALTH STATUS OF A PATIENT OR SAVE PATIENT LIVES.  THE CERNER IGNITE APIS AND ALL RELATED SOLUTIONS AND SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS AND ARE SUBJECT TO TIME DELAYS.

7. Limitation of Liability; Indemnification.

A. Limitation of Liability. IN NO CASE SHALL CERNER BE LIABLE TO YOU OR ANY THIRD PARTY (INCLUDING CLIENTS) FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT TORT, OR ANY OTHER LEGAL THEORY EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF THE SAME. SUCH EXCLUDED DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF PROFITS, LOSS OF SAVINGS OR REVENUE, LOSS OF USE OF THE CERNER IGNITE APIS, APPLICABLE CERNER SOLUTIONS OR THE SYSTEM OF WHICH THEY ARE PART, OR ANY ASSOCIATED DOWNTIME, COST OF CAPITAL, OR THE COST OF ANY SUBSTITUTE PRODUCTS OR SERVICES. CERNER'S MAXIMUM AGGREGATE LIABILITY FOR ALL CLAIMS UNDER THIS AGREEMENT SHALL BE LIMITED TO $1,000.00.

B. Indemnification. You agree to indemnify, defend and hold Cerner, its officers, directors, employees, agents, information providers and suppliers harmless from and against all third party claims, liabilities, losses, expenses, damages and costs, including reasonable attorney’s fees, resulting from (i) any violation by you (or your employees or other agents) of this Agreement, (ii) your Developed App or any use thereof, (iii) any activity related to your access to or use of (A) the Cerner Ignite APIs (including infringement of third parties’ worldwide intellectual property rights, misappropriation of trade secrets or other proprietary rights or negligent or wrongful conduct), and (B) your developer account.

8. Trade Secrets. Cerner does not anticipate exchanging confidential or trade secret information under this Agreement. However, in the event that it becomes necessary for Cerner to disclose trade secret information to you, Cerner will clearly identify such trade secret information in an Ordering Document or amendment hereto. You agree to keep such trade secret information strictly confidential. You will (i) only use it for the limited purpose provided to you, (ii) secure and protect it using the same or greater level of care that you use to protect your own trade secret information, which in no event will be less than a reasonable degree of care, and (iii) require your respective employees, agents, attorneys, and independent contractors who have a need to access the trade secret information to be bound by confidentiality obligations sufficient to protect the trade secrets.

9. Miscellaneous Provisions.

A.  Names and logos; Publicity. You may not use or display Cerner’s name, trademarks, service marks or logos without Cerner’s express prior written permission. If Cerner elects to include your Developed App in the Cerner App Gallery, and you consent to such inclusion, you grant to Cerner a nonexclusive and nontransferable license to use your name, logos and trademarks as provided to Cerner for such purpose. Except as required by law, governmental regulation or by the requirements of any securities exchange or securities market on which your securities are listed or quoted, you shall not make, or cause to be made, any press release, public announcement or otherwise communicate with any news media relating to this Agreement or the use of the Cerner Ignite APIs without Cerner’s express prior written permission. For the avoidance of doubt, any misrepresentation to a third party that your Developed App has been validated by Cerner, the use of Cerner’s name, trademarks, service marks or logos, or the issuance of a press release or public announcement relating to a Developed App or this Agreement without Cerner’s express prior written permission shall consitute a material breach of this Agreement.

B. Relationship. No joint venture, partnership, employment or agency relationship exists between you and Cerner as a result of this Agreement or use of the Cerner Ignite APIs, and any misrepresentation to a third party to the contrary shall consitute a material breach of this Agreement. Cerner's performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of Cerner's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Cerner Ignite APIs or information provided to or gathered by Cerner with respect to such use.

C. Force Majeure. Neither party shall be liable to the other for failure or delay in the performance of a required obligation (excluding payment obligations) if such failure or delay is caused by strike, riot, fire, flood, natural disaster, epidemic, pandemic or other similar cause beyond such party's reasonable control, provided that such party gives prompt written notice of such condition and resumes its performance as soon as possible.

D. Severability. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, any obligations, 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 remainder of this Agreement shall continue in effect.

E. Nonexclusive Relationship. The parties acknowledge and agree that this relationship is nonexclusive. Nothing in this Agreement will impair Cerner’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions or contain the same or similar user interfaces or features as, or otherwise compete with, any Developed App, products, software or technologies that you may develop, produce, market, or distribute. In the absence of a separate written agreement to the contrary, Cerner is free to use any information, suggestions or recommendations provided to Cerner in connection with your use of the Cerner Ignite APIs for any purpose, subject to any applicable patents, copyrights or trademarks. Cerner may freely use residuals from information provided by you to Cerner, provided, however, that the right to use residuals does not represent a license under any of your patents, copyrights or trademarks. As used herein, “residuals” means any information in non-tangible form retained in the unaided memories of Cerner’s employees who have had access to your information pursuant to your use of the Cerner Ignite APIs, including ideas, know-how, or techniques contained therein. Cerner shall have no obligation to pay any royalties to you for any resulting work from Cerner’s use of any residuals.

F. Changes. Cerner may add, delete or change its solutions or services, including without limitation, the Cerner Ignite APIs, the code Developer Program, or Applicable Cerner Solutions, at any time without notice to you (unless otherwise required by applicable law).

G. Terms and Termination. This Agreement is effective upon your initial use of any Cerner Ignite API and shall continue until terminated in accordance with the terms of this Agreement.  Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches any provision of this Agreement and fails within 30 days after receipt of notice of default to correct such default. Either party may terminate this Agreement for any reason upon written notice to the other party. Upon termination of this Agreement for any reason, all rights granted to you under this Agreement will cease and you shall immediately cease all use of the Cerner Ignite APIs.

H. Dispute Resolution. You and Cerner will work cooperatively to resolve any dispute arising out of or relating to this Agreement (“Dispute”) amicably at appropriate management levels. If a Dispute remains unresolved and a party wishes to escalate to a formal dispute resolution forum, the party will submit the Dispute to binding arbitration at a site in the Kansas City, Missouri metropolitan area under the Federal Arbitration Act (“FAA”) and under the then-current Commercial Arbitration Rules of the American Arbitration Association, Inc. (“AAA”). The arbitrators will follow the Federal Rules of Evidence. The provisions of this Agreement will control over both the rules and procedures of the FAA, AAA, and Federal Rules of Evidence. No arbitration proceeding will include class action arbitration. The parties will share equally in the fees and expenses of the arbitrators and the cost of the facilities used for the arbitration hearing, but will otherwise bear their respective fees, expenses, and costs incurred in connection with the arbitration. Judgment on any arbitration award, including damages, may be entered and enforced in any U.S. court having jurisdiction. Each party acknowledges that any breach of its obligations with respect to the other party’s intellectual property rights will result in an irreparable injury for which money damages will not be an adequate remedy and that the non-breaching party is entitled to injunctive relief in addition to any other relief a court may deem proper.

I. Governing Law. This Agreement is governed by, subject to, and interpreted in accordance with the laws of the State of Missouri, without regard to its conflicts of laws principles. Use of the Cerner Ignite APIs is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including without limitation this paragraph.

J. Miscellaneous. Any cause of action or claim you may have with respect to Cerner must be commenced within one (1) year after the claim or cause of action arises. Cerner’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. You may not assign or otherwise transfer this Agreement, or any of your rights or duties hereunder, without the prior written consent of Cerner. Cerner may assign its rights and duties under this Agreement to any party at any time without notice to you. Any attempt to assign this Agreement in violation of this section is null and void.

K. Entire Agreement. Each party acknowledges that this Agreement and any Ordering Documents constitute the complete and exclusive statement of the terms and conditions between the parties, which supersedes all prior proposals, understandings and all other agreements, oral and written, between the parties relating to the subject matter of this Agreement. This Agreement may be modified (including, without limitation, the inclusion of new terms, updates or revisions to existing terms, or removal of existing terms) (“Agreement Modification”) at any time in Cerner’s sole discretion. Cerner will provide at least 15 days advance notice of any Agreement Modification through a public forum and reflect herein the effective date of the latest Agreement Modification. You are responsible for regularly reviewing and becoming familiar with any Agreement Modification to this Agreement. Each Agreement Modification is hereby incorporated into this Agreement by this reference and your continued use of the Cerner Ignite APIs constitutes your acceptance of any Agreement Modification.

10. Definitions.

A. Applicable Cerner Solutions means any Cerner software, solution or technology with which a Developed App interoperates or exchanges data (including any new versions, upgrades, updates, enhancements, derivative works or other modifications thereto).

B. Cerner App Gallery means the online marketplace provided by Cerner to market software applications to Cerner’s clients. The Cerner App Gallery and the uses and purposes thereof may be changed by Cerner from time to time in its sole discretion.

C. Cerner Ignite APIs means all works of authorship and any other embodiments of Intellectual Property Rights in the set of Application Program Interfaces (APIs) and related underlying technologies, and related Cerner documentation, developed, licensed or acquired by Cerner to define how applications are launched, authorized, authenticated, registered, context is shared, data service endpoints are discovered through use of applicable proprietary and/or FHIR service endpoints, and how Substitutable Medical Applications and Reusable Technologies (SMART) are implemented, to allow API-enabled apps to interoperate with Applicable Cerner Solution(s). References to the Cerner Ignite APIs herein includes both Public APIs and Additional APIs, to the extent set forth in an Ordering Document between you and Cerner.

D. code Developer Program means an optional program for application developers offering a structured, Cerner-led validation process. The code Developer Program is designed to validate interoperability with the Cerner Millennium platform through a standard FHIR API connection within the Cerner Millennium workflow. Validation by Cerner of a Developed App through the code Developer Program is in no way a guarantee or warranty of the functionality, usability or security of the underlying Developed App. 

E. Developed App means a software application (including any new versions, upgrades, updates, enhancements, derivative works or other modifications thereto) developed by you which utilizes the Cerner Ignite APIs to interoperate or exchange data with an Applicable Cerner Solution.

F. Developer Account eans the account with Cerner that provides you with access to the Public APIs, as more fully set forth in Section 3 of this Agreement.

G. HIPAA means the Health Insurance Portability and Accountability Act of 1996, as amended.

H. Ordering Document mmeans a separate document between you and Cerner setting forth the items being purchased, scope of use, pricing, payment terms, and any other relevant terms, which will be a part of and be governed by the terms and conditions of this Agreement.

I. Updates  mean those updates, enhancements and new releases to the Cerner Ignite APIs to enhance the security or operation of the Cerner Ignite APIs that Cerner makes generally commercially available.