1. DEVELOPER ACCOUNT AND REGISTRATION

1.1 Accepting the Terms. These Terms of Use ("Terms") govern your access to and use of the Certified Cerner Ignite APIs and related SDKs, documentation, services, etc. By accessing or using the Certified Cerner Ignite APIs, you agree to be bound by these Terms. “Certified Cerner Ignite API” means the API provided by Cerner to allow development of consumer-facing (i.e., patient or a patient’s authorized representative) applications only. 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 these Terms and to use the Certified Cerner Ignite APIs in accordance with these Terms.

1.2 Other Terms. You may have a dually-executed agreement in place with Cerner relating to your use of the Cerner Ignite APIs, and if so, such dually-executed agreement will govern and control in the event of a conflict with these Terms. Cerner’s published Terms of Use relating to use of its websites also apply to your use of Cerner’s websites.

1.3 Developer Account. In order to establish a Developer Account, you may be required to provide contact information, organizational details, billing details, and other information, and you agree to keep the information updated at all times.

1.4 Entity representation. If you are using the Certified Cerner Ignite API on behalf of a legal entity (i.e. an App company), you represent that you have proper authority to act on behalf of and bind the entity to these Terms, and by accepting, you accept on behalf of the entity (and all references to “you” in the Terms refer to the entity).

2. CERNER DEVELOPER PROGRAM

2.1 Developer Program Process. To simplify the process of connecting your developed application (“App”), we have detailed the App Registration and Validation Process on http://code.cerner.com, where we have also provided Certified Cerner Ignite API documentation, a sandbox, and other supporting materials to help you develop your app. As detailed in the App Registration and Validation Process, there may be fees associated with app registration and the validation process, which would be documented in a separate written agreement between you and Cerner.

2.2 App Validation. You may submit to Cerner from time-to-time an App developed by you for validation by Cerner in accordance with the procedures set forth in the App Registration and Validation Process.

3. REPRESENTATIONS AND RESPONSIBILITIES

3.1 Compliance. You agree to be financially responsible for your use of the Certified Cerner Ignite APIs and to comply with your responsibilities and obligations as stated in these Terms. You agree to comply at all times with all applicable laws, rules and regulations relating to the use of the Certified Cerner Ignite APIs, the Cerner websites and the development, distribution, commercialization and use of your App. You further acknowledge and agree that you are not a supplier or downstream business associate (as defined under the Health Insurance Portability and Accountability Act of 1996 (as amended)) of Cerner. You hereby grant Cerner the right to monitor and periodically audit in a reasonable manner your use of the Certified Cerner Ignite APIs, your App and other activities related to your obligations under these Terms.

3.2 Responsibilities. You represent and warrant that your use of the Certified Cerner Ignite APIs in a Cerner client’s environment will comply with the following:A. Each consuming App will be whitelisted by Cerner as meeting the applicable technical specifications through Cerner’s application validation process;B. Each validated App will be approved and registered for use by the applicable Cerner client prior to implementation within such client’s environment;C. You have properly licensed and implemented your App to the applicable Cerner client under a dually-executed agreement with such client; andD. There is only one Identity Provider for the Certified Cerner Ignite API, regardless of the number of Apps integrated, provided by or on behalf of the App or client, and the ID provider is compliant with the tech specs published on the applicable Cerner website, including without limitation, fhir.cerner.com

3.3 Virus Warranty. You warrant that your Apps will not contain any viruses or other malicious computer instructions, devices, or techniques that can or were designed to threaten, infect, damage, disable, or shut down the Certified Cerner Ignite APIs, any technology, software, solution, equipment or any computer system.

3.4 Open Source. You warrant that your Apps do not contain any open source software licensed under terms that require the user to make (a) the user’s modifications to the open source freely available in source code form, or (b) any software that the user “combines” with the open source software freely available in source code form.

3.5 Patient Access. You are solely responsible for determining and ensuring patient self-sufficient access to your App for purposes of Meaningful Use (MU) and Merit-based Incentive Payment System (MIPS) reporting.

3.6 App Distribution. You are solely responsible for the demonstration, pricing, sales support (including product analyst support), licensing (via a written agreement with the Cerner client), configuration, installation, implementation, maintenance and technical support of your Apps.

4. Copyright and Trademark Notices

All contents of the Cerner Web Sites are: Copyright 2016. Cerner Corporation, 2800 Rockcreek Parkway, North Kansas City, Missouri 64117-2551 U.S.A. All rights reserved. The software and documentation are protected by copyright laws as well as international copy-right treaties. Material found on the Cerner Web Sites contains the valuable properties of Cerner, embodying substantial creative efforts, no part of which may be reproduced or transmitted in any form or by any means, or retained in any storage or retrieval system, without the express written permission of Cerner. The use or misuse of these trademarks, service marks, tradenames, copyrights, or other materials (collectively “Intellectual Property”), except as permitted herein, is expressly prohibited and may be in violation of copyright law, trademark law, the law of slander and libel, the law of privacy and publicity, communications regulations and statutes, and other laws, statutes and/or regulations. Cerner reserves all rights in its Intellectual Property. For information about referencing or using Cerner Marks (trademarks, service marks and tradenames), please consult the Third Party Trademark Guidelines and the list of Cerner Corporation Trademarks.

5. GENERAL

5.1 Changes. Cerner may, in its sole and absolute discretion, make changes, modifications or updates to the Certified Cerner Ignite API (including without limitation changes to the capabilities and tech specs), the App Registration and Validation Process or any portion of its websites without notice to you. In addition, Cerner may withdraw, suspend or discontinue any functionality or feature of the Certified Cerner Ignite APIs at any time; provided, however, that if your dually-executed agreement with Cerner provides for the continued use of any functionality or feature, Cerner will continue to provide that respective functionality or feature to you subject to the provisions of such dually-executed agreement.

5.2 Global Availability. Cerner makes no representations that the Certified Cerner Ignite API is appropriate or available for use in locations outside of the United States, and access to them from such territories is at your own risk. Those who choose to access the Certified Cerner Ignite API from locations outside of the United States do so on their own initiative and are responsible for compliance with applicable local laws.

5.3 Intellectual Property Rights. You acknowledge and agree that the Certified Cerner Ignite APIs and Cerner’s software, products and services are proprietary in nature, that Cerner claims all intellectual property rights therein as well as in all modifications, enhancements and alterations thereto, and that Cerner neither grants nor otherwise transfers any rights of ownership therein to you or any third party. No rights or licenses are granted by Cerner other than those rights expressly granted in these Terms, and Cerner reserves all rights not expressly granted.

5.4 Waiver, Release and Limitation of Liability. You acknowledge and agree that neither Cerner nor any of its affiliates will have any responsibility or liability with respect to your or any third party’s distribution, implementation, commercialization, use, or other form of exploitation of any app, software, solution, service or other technology created by you or another third party. As between you and Cerner, you are solely responsible and liable for all representations, warranties, support and other obligations made by you to any third party related to any app, software, solution, service or other technology created by you, including claims arising from product liability, breach of warranty, and intellectual property infringement.

YOU HEREBY RELEASE AND FOREVER WAIVE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST CERNER, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS OR SUPPLIERS FOR LOSSES OR DAMAGES YOU SUSTAIN IN CONNECTION WITH YOUR USE OF THE CERTIFIED CERNER IGNITE API AND THE CERNER WEB SITES. THIS SECTION WILL NOT APPLY TO CLAIMS ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY CERNER OR ANY OTHER CLAIMS IN RESPECT OF LIABILITY THAT CANNOT BE LAWFULLY EXCLUDED OR LIMITED.

CERNER MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS AND ACCURACY OF THE CERTIFIED CERNER IGNITE APIs OR OTHER INFORMATION, TECHNOLOGY, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS PROVIDED BY CERNER FOR ANY PURPOSE. ALL SUCH TECHNOLOGY, INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. CERNER HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE CERTIFIED CERNER IGNITE APIs, OTHER TECHNOLOGY, INFORMATION, SOFTWARE, SOLUTIONS, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CERNER, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY OTHER DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ACCESS, USE OR PERFORMANCE OF THE CERTIFIED CERNER IGNITE APIs, WITH THE DELAY OR INABILITY TO USE THE CERTIFIED CERNER IGNITE APIs OR RELATED TECHNOLOGY, SOFTWARE OR SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE THE CERTIFIED CERNER IGNITE APIs, SOFTWARE OR SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED FROM CERNER, OR OTHERWISE ARISING OUT OF THE USE OF THE CERTIFIED CERNER IGNITE APIs, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF CERNER HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE CERTIFIED CERNER IGNITE APIs, OR WITH THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE CERTIFIED CERNER IGNITE APIs. NOTWITHSTANDING THE FOREGOING PARAGRAPH, THE TOTAL LIABILITY OF CERNER, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS AND SUPPLIERS, IF ANY, FOR LOSSES OR DAMAGES SHALL NOT EXCEED THE FEES PAID BY YOU FOR THE USE OF THE PARTICULAR TECHNOLOGY, SOFTWARE, PRODUCT, INFORMATION OR SERVICE PROVIDED BY CERNER.

5.5 Indemnification. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS CERNER, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS AND SUPPLIERS FROM AND AGAINST ALL CLAIMS, LIABILITIES, LOSSES, EXPENSES, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES, RESULTING FROM ANY VIOLATION OF THESE TERMS OR ANY ACTIVITY RELATED TO YOUR USE OF THE CERTIFIED CERNER IGNITE APIS OR THE CERNER WEB SITES AND ANY DEVELOPER ACCOUNT YOU MIGHT HAVE (INCLUDING INFRINGEMENT OF THIRD PARTIES’ WORLDWIDE INTELLECTUAL PROPERTY RIGHTS, MISAPPROPRIATION OF TRADE SECRETS OR OTHER PROPRIETARY RIGHTS OR NEGLIGENT OR WRONGFUL CONDUCT).

5.6 Term and Termination. Either you or Cerner may terminate your right to use the Certified Cerner Ignite APIs at any time, with or without cause, upon notice. Cerner also reserves the right to disable your App in a production environment at any time, with or without cause. Cerner reserves the right to remove your App from the Cerner whitelist if your App poses any security, privacy, or patient safety risks. The provisions concerning Indemnification, Waiver, Release and Limitation of Liability, and General shall survive any termination of these Terms.

5.7 Venue, Governing Law. This Agreement is governed by US federal law or the laws of the State of Missouri. You hereby consent to the exclusive jurisdiction and venue of courts in Clay County, Missouri, U.S.A. in all disputes arising out of or relating to the use of the Certified Cerner Ignite APIs. Use of the Certified Cerner Ignite APIs is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation this paragraph. 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 these Terms 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 these Terms.