Terms Acceptance and Representation
Raintree App registration is available to you to submit FHIR API-based patient-facing Apps for use at healthcare organizations using Raintree (referred to as “Community Members”). Community Members are third-party beneficiaries under these Terms and Conditions. Apps submitted to Raintree will be able to connect to U.S.-based Community Members that are using the Raintree 2015 or later release and have chosen to enable APIs for this purpose. Apps that use any other APIs, have other users such as providers, or are developed for a particular Community Member will follow a different process and different terms may apply.
You may use Raintree documentation of Raintree’s support of FHIR APIs (referred to as the “Materials”) to develop Apps and submit them to Raintree as long as you agree to the following: You agree to indemnify, hold harmless and defend Raintree, its subsidiaries, and Community Members and their affiliates, and all of the employees, officers, directors, contractors and other personnel of any of them from and against any claim arising out of or relating to, directly or indirectly, you, any of your Apps, or any use of any of your Apps.
Entity Representation. If you are using the Raintree Web API on behalf of a legal entity (i.e. a clinical software services 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).
Multiple Entities. If you are using the Raintree Web API on behalf of multiple legal entities (i.e. two or more clinical software services companies are using the Raintree Web API as a middle layer), you represent that you have proper authority to act on behalf of and bind all entities to these Terms, and by accepting, you accept on behalf of all entities (and all references to “you” in the Terms refer to the entities).
Representations and Responsibilities
Testing. Direct access to Raintree’s software is not required to develop or test your products. Testing can be done via the Raintree Sandbox, or by working with a Community Member to test against a particular system. Your receipt of the Materials does not give you permission to access Raintree’s software, and does not give you permission to access a Community Member’s Raintree instance. Your access to Raintree’s software can only be granted by Raintree.
Limited Right to Access. Subject to your compliance with these Terms, Raintree hereby grants to you a limited, revocable, non-exclusive, non-transferable right to access and use the Raintree Web API 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 Raintree solutions, (ii) demonstrate your Developed Apps to Raintree clients, and (iii) provide access to and any necessary support of your Developed Apps to Raintree clients.
Access Restrictions. The Raintree Web API is proprietary to Raintree and is 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 Raintree Web API is granted to you or any third party, except as expressly set forth in these Terms. You shall not sell, pledge, assign, rent or lease, transfer, or commercialize the Raintree Web API 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 Raintree Web API or any portion thereof. Raintree reserves all title and interest in and to the Raintree Web API and all rights not expressly granted hereunder. You may not allow, expose or provide a third party access to the Raintree Web API without Raintree’s prior written consent in each instance, which may be withheld in Raintree’s sole discretion.
Suspension of Access. Raintree will issue a unique client identifier for each App you submit to keep track of which Apps use Raintree’s FHIR APIs. Raintree or a Community Member may need to suspend or revoke an App’s client identifier if there are issues, concerns, or things are otherwise not going well with one of your Apps. If this happens, your App will not be able to communicate with Community Member systems until the concern is resolved and the suspended client identifier is restored.
Contact Raintree or the Community Member in question to work on resolving the problem that led to the App’s client identifier being suspended; it is possible that your App may be suspended. If so, you must clearly inform users that your App will not be readily available to them and they should not rely on it in the event of an emergency.
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 Raintree Web API, any technology, software, solution, equipment or any computer system.
Compliance. You agree to be financially responsible for your use of the Raintree Web API 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 API. You hereby grant Raintree the right to monitor and periodically audit in a reasonable manner your use of the Raintree Web API, your App and other activities related to your obligations under these Terms.
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.
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.
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 Raintree 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.
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 Raintree 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.
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. THE RAINTREE WEB API AND ALL RELATED SOLUTIONS AND SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS AND ARE SUBJECT TO TIME DELAYS.
Limitation of Liability; Idemnification
Limitation of Liability. IN NO CASE SHALL RAINTREE 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 SAME. SUCH EXCLUDED DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF PROFITS, LOSS OF SAVINGS OR REVENUE, LOSS OF USE OF RAINTREE WEB APIS, APPLICABLE RAINTREE 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.
Indemnification. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD RAINTREE, 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 ATTORNEYS’ FEES, RESULTING FROM (I) ANY VIOLATION OF THIS AGREEMENT, (II) YOUR DEVELOPED APP OR ANY USE THEREOF; AND (III) ANY ACTIVITY RELATED TO YOUR ACCESS TO OR USE OF (A) RAINTREE WEB 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.
Raintree does not anticipate exchanging confidential or trade secret information under this Agreement. However, in the event that it becomes necessary for Raintree to disclose trade secret information to you, Raintree 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.
Changes. Raintree may, in its sole discretion, make changes, modifications or updates to the Raintree Web API (including without limitation changes to the capabilities and tech specs), without notice to you.
Updates. If Raintree has an update to the Raintree Web API, Raintree will issue a notice of update to applicable parties. It is your responsibility to ensure that future versions of your Developed App are updated to interoperate with the then current version of the Raintree Web API.
Global Availability. Use of the Raintree Web API outside of the United States is subject to compliance with applicable local laws and regulations.
Names and logos. You may not use or display Raintree’s trademarks, service marks or logos without Raintree’s express prior written permission.
Intellectual Property Rights. You acknowledge and agree that the Web API and Raintree’s software, products and services are proprietary in nature, that Raintree claims all intellectual property rights therein as well as in all modifications, enhancements and alterations thereto, and that Raintree neither grants or otherwise transfers any rights of ownership therein to you or any third party. No rights or licenses are granted by Raintree other than those rights expressly granted in these Terms, and Raintree reserves all rights not expressly granted.
Termination. Raintree may terminate this Agreement upon written notice to you if you breach any material provision of this Agreement and fail within 30 days after receipt of notice of default to correct such. Upon termination of this Agreement for any reason, you shall immediately cease all use of the Raintree Web API.
Fees. Raintree makes the Web API generally available to you free of charge upon your establishment of registration and access. Raintree 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 written agreement. Pricing will be reviewed periodically and is subject to change. Updates will be posted to this site.
Last updated: April 5, 2021