API Developer Terms

  1. At Kipu’s request, you may be required to provide contact information, organizational details, billing details, and other information, and to keep the information updated at all times.

  2. You may be responsible for fees associated with custom programming required as set forth in any Agreement or Addendum.

  3. Kipu shall have the right to monitor and periodically audit in a reasonable manner use of the Kipu API, the integrated application and other activities related to obligations under any Agreement or Addendum and these API Developer Terms.

  4. You represent and warrant that (a) the integrated application 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 Kipu API or any other Kipu APIs, any technology, software, solution, equipment or any computer system owned and/or operated by Kipu, and (b) the integrated application does not contain any open source software licensed under terms that require Kipu or any User to make modifications to the open source freely available in source code form or any software that the user “combines” with the open source software freely available in source code form.

  5. Kipu may, in its sole and absolute discretion, make changes, modifications or updates to the Kipu API (including without limitation changes to the capabilities and tech specs) without notice. In addition, Kipu may withdraw, suspend or discontinue any functionality or feature of the Kipu API at any time; provided, however, that if any Agreement or Addendum provides for the continued use of any functionality or feature provided by the integrated application, Kipu will continue to provide that respective functionality or feature.

  6. Kipu makes no representations that the Kipu API is appropriate or available for use in locations outside of the United States, and access to them from such territories is at the User’s sole risk. Those who choose to access the Kipu API to use the integrated application from locations outside of the United States do so on their own initiative and are responsible for compliance with applicable local laws.

  7. You acknowledge and agree that neither Kipu 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 the integrated application, or any application, software, solution, service, or other technology created by you or any third party. As between you and Kipu, you are solely responsible and liable for all representations, warranties, support and other obligations made by you or by any third party to any User related to the integrated application or any application, software, solution, service or other technology created by you, including claims arising from product liability, breach of warranty, and intellectual property infringement.

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

    KIPU MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS AND ACCURACY OF THE KIPU API OR OTHER INFORMATION, TECHNOLOGY, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS PROVIDED BY KIPU FOR ANY PURPOSE. ALL SUCH TECHNOLOGY, INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. KIPU HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE KIPU API, 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 KIPU, ITS AFFILIATES, 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 KIPU APIs, WITH THE DELAY OR INABILITY TO USE THE KIPU APIs OR RELATED TECHNOLOGY, SOFTWARE OR SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE THE KIPU APIs, SOFTWARE OR SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED FROM KIPU, OR OTHERWISE ARISING OUT OF THE USE OF THE KIPU APIs, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF KIPU 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 KIPU APIs, OR WITH THIS AGREEMENT OR THE API DEVELOPER TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE KIPU APIs. NOTWITHSTANDING THE FOREGOING PARAGRAPH, THE TOTAL LIABILITY OF KIPU, 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 KIPU.

    YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS KIPU, ITS AFFILIATES, 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 THIS ADDENDUM OR ANY ACTIVITY RELATED TO YOUR USE OF THE KIPU API OR THE KIPU SERVICES 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).
  1. Either you or Kipu may terminate your right to use the Kipu API at any time, with or without cause, upon notice. Kipu also reserves the right to disable the integrated application with or without cause if it determines in its sole and absolute discretion that the integrated application poses any security, privacy, or patient safety risks.


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