LIFENET Cloud API Agreement
API License Agreement
This API License Agreement (this “Agreement”) is a binding contract between you (“you” or “your”) and Stryker Corporation (“Company,” “we,” or “us”). This Agreement governs your access to and use of the LIFENET Cloud API (as defined below).
BY CLICKING THE “I ACCEPT” BUTTON BELOW, OR BY ACCESSING OR USING THE API DOCUMENTATION, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE LIFENET CLOUD API.
1. Definitions.
(a) “API Documentation” means the API documentation attached as Appendix A which includes both LIFENET Cloud API and LIFENET Cloud Data.
(b) “API Key” means the security key that the Company makes available for you to access the LIFENET Cloud API.
(c) “LIFENET Cloud API” means the application programming interface (“API”) and any other API materials to access the LIFENET Cloud Data solely for the Permitted Use.
(d) “Permitted Use” means facilitation of care for, or transportation of, a patient referenced in the LIFENET Cloud Data by care providers and to enhance communication between providers.
(e) “LIFENET Cloud Data” means data obtained via the LIFENET Cloud API.
(f) “Market” means the emergency medical systems and hospital market.
(g) “Territory” is defined as the United States.
(h) “Your Application” means any applications developed by you to interact with the LIFENET Cloud API.
2. License Grant. Subject to and conditioned on your compliance with all terms and conditions set forth in this Agreement, we hereby grant you a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable license, solely within the Market and Territory, during the term of the Agreement to: (a) use the LIFENET Cloud API and LIFENET Cloud Data solely for the Permitted Use. You acknowledge that there are no implied licenses granted under this Agreement, and you may not use, reproduce, or display any of Licensor’s trademarks for any purposes, whether in connection with the advertising, promotion, distribution, or sale of any other products or services or otherwise. We reserve all rights that are not expressly granted. You may not use the LIFENET Cloud API or the LIFENET Cloud Data for any other purpose without our prior written consent. You must obtain an API Key to use and access the LIFENET Cloud API. You may not share your API Key with any third party, must keep your API Key and all log-in information secure, and must use the API Key as your sole means of accessing the LIFENET Cloud API. Your API Key may be revoked at any time by us.
3. Use Restrictions. Except as expressly authorized under this Agreement, you may not:
(a) Use, modify, copy, create derivative works, share with third parties, or otherwise reproduce the LIFENET Cloud API or LIFENET Cloud Data except in connection with the Permitted Use.
(b) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the LIFENET Cloud API or the API Key;
(c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the LIFENET Cloud API or the API Key, in whole or in part;
(d) remove any proprietary notices from the LIFENET Cloud API;
(e) use the LIFENET Cloud API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law or to compete with Company;
(f) combine or integrate the LIFENET Cloud API with any software, technology, services, or materials not authorized by Company;
(g) design or permit Your Applications to disable, override, or otherwise interfere with any Company-implemented communications to end users, consent screens, user settings, alerts, warning, or the like;
(h) attempt to cloak or conceal your identity or the identity of Your Applications when requesting authorization to use the LIFENET Cloud API;
(i) access, download, view, or otherwise use any LIFENET Cloud Data deemed protected health information under any applicable law even in those circumstances that we make such information available through your API Key;
(j) further process the LIFENET Cloud Data for any purpose including internal use;
(k) use the LIFENET Cloud Data in conjunction with patient diagnosis or treatment;
(l) use the LIFENET Cloud Data for transmission within a hospital; or
(m) transfer LIFENET Cloud Data made available by the LIFENET Cloud API from a pre-hospital setting (e.g., an ambulance) to a hospital setting prior to patient arrival.
You will comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that we may provide from time to time. In addition, you will not use the LIFENET Cloud API in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email (“spam”), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities.
4. Your Applications. You agree to monitor the use of Your Applications for any activity that violates applicable laws, rules, and regulations or any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending users of Your Applications from further use of Your Applications. You agree to provide a resource for users of Your Applications to report abuse of Your Applications. As between you and us, you are responsible for all acts and omissions of your end users in connection with Your Application and their use of the LIFENET Cloud API and relevant data via the LIFENET Cloud API. You agree that you are solely responsible for posting any privacy notices and obtaining any consents from (i) sources of the LIFENET Cloud API, and (ii) your users and all end users required under applicable laws, rules, and regulations for their use of Your Applications or the LIFENET Cloud Data.
5. No Support; Updates. This Agreement does not entitle you to any support for the LIFENET Cloud API. You acknowledge that we may update or modify the LIFENET Cloud API from time to time and at our sole discretion (in each instance, an “Update”), and may require you to obtain and use the most recent version of the LIFENET Cloud API. Updates may adversely affect how Your Applications communicate with the API Documentation. You are required to make any changes to the Applications that are required for integration as a result of such Update at your sole cost and expense. Your continued use of the LIFENET Cloud API following an Update constitutes binding acceptance of the Update.
6. No Fees. You acknowledge and agree that no license fees or other payments will be due under this Agreement in exchange for the rights granted under this Agreement. You acknowledge and agree that this fee arrangement is made in consideration of the mutual covenants set forth in this agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein. Notwithstanding the foregoing, we reserve the right to start charging for access to and use of the API at any time.
7. Collection and Use of Your Information. We may collect certain information through the API Documentation about you or any of your employees, contractors, or agents. By accessing, using, and providing information to or through the API Documentation, you consent to all actions taken by us with respect to your information in compliance with the then-current version of our privacy policy and data protection requirements, available at https://www.stryker.com/us/en/legal/privacy.html. You agree, upon request from us, to provide the names of any organizations that receive the information shared through our LIFENET Cloud API.
8. Intellectual Property Ownership. You acknowledge that, as between you and us, (a) we own all rights, title, and interest, including all intellectual property rights, in and to the API Documentation. You will use best efforts to safeguard the LIFENET Cloud API and data (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. You will promptly notify us if you become aware of any infringement of any intellectual property rights in the LIFENET Cloud API and will fully cooperate with us, in any legal action taken by us to enforce our intellectual property rights.
9. Data Breach. In the event of a data breach by you resulting from any aspect of the LIFENET Cloud API or any data collected through Your Application or otherwise affecting data via the LIFENET Cloud API, you will notify us within five business days and provide details of the data breach. You agree to refrain from making public statements (eg., press, blogs, social media, bulletin boards, etc.) without prior written and express permission from us in each instance as it relates to us, the LIFENET Cloud API or data.
10. Confidentiality. Communications between you and us, including through the LIFENET Cloud API may contain our confidential information. Our confidential information includes the existence of this Agreement and your ability to obtain information under the relationship described in this Agreement, together with any materials, communications, and information that are marked confidential or that would normally be considered confidential under the circumstances. You agree to treat all such confidential information, including all information disclosed to you by us or through the LIFENET Cloud API with the same degree of care that you use in protecting your own confidential and proprietary information, but in no event less than a reasonable care. If you receive any such information, you will not disclose it to any third party without the first obtaining our prior written consent.
11. Disclaimer of Warranties. THE LIFENET CLOUD API AND THE LIFENET CLOUD DATA ARE PROVIDED “AS IS” AND COMPANY SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE LIFENET CLOUD API, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
12. LIFENET Cloud Data
(a) Without limiting the breadth of Section 9 and any other provision in this Agreement, you expressly acknowledge that it is solely your responsibility to ensure that all consents have been obtained from any third parties for us to share, and for you to access, any of the LIFENET Cloud Data.
(b) Upon cessation of the exigent circumstance in which any LIFENET Cloud Data was accessed by you through the LIFENET Cloud API, you agree to cease using and promptly destroy such LIFENET Cloud Data.
13. Indemnification. You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to (a) your access, use, or misuse of the LIFENET Cloud API and the LIFENET Cloud Data, (b) your breach of this Agreement, and (c) Your Applications. In the event we seek indemnification or defense from you under this provision, we will promptly notify you in writing of the claim(s) brought against us for which we seek indemnification or defense. We reserve the right, at our option and in our sole discretion, to assume full control of the defense of claims with legal counsel of our choice. You may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by us or bind us in any manner, without our prior written consent. In the event we assume control of the defense of such claim, we will not settle any such claim requiring payment from you without your prior written approval.
14. Limitations of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (a) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE API; OR (b) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF FIFTY DOLLARS EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN THREE (3) MONTHS AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.
15. Term and Termination. The term of this Agreement commences upon the earlier of Your access of the LIFENET Cloud API or your acceptance of this Agreement by clicking the “I ACCEPT” and will continue in effect until terminated as set forth in this Section. We may immediately terminate or suspend this Agreement, any rights granted herein, and/or your licenses under this Agreement, in our sole discretion at any time and for any reason, by providing notice to you or revoking access to the LIFENET Cloud API. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement. Upon termination of this Agreement for any reason all licenses and rights granted to you under this Agreement will also terminate and you must cease using, destroy, and permanently erase from all devices and systems you directly or indirectly control all copies of the LIFENET Cloud API and the API Key. Any terms that by their nature are intended to continue beyond the termination or expiration of this Agreement will survive termination. Termination will not limit any of the Company's rights or remedies at law or in equity.
16. Export Regulation. The LIFENET Cloud API may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You will not, directly, or indirectly, export, re-export, or release the LIFENET Cloud API to, or make the LIFENET Cloud API accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You will comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the LIFENET Cloud API available outside the US.
17. Governmental Use. If you are part of an agency, department, or other entity of the United States Government ("Government"), the use, duplication, reproduction, release, modification, disclosure, or transfer of the LIFENET Cloud API is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The APIs are a "commercial item," "commercial computer software," and "commercial computer software documentation." In accordance with such provisions, any use of the APIs by the Government shall be governed solely by this Agreement.
18. Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time, which such updates will be provided to you through new API Documentation. You will be responsible for reviewing and becoming familiar with any such modifications.
19. Governing Law and Jurisdiction. This agreement is governed by and construed in accordance with the internal laws of the State of Michigan without giving effect to any choice of conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Michigan. Any legal suit, action, or proceeding arising out of or related to this agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Michigan, in each case located in the city of Kalamazoo and County of Kalamazoo, and each party irrevocably submits to the exclusive] jurisdiction of such courts in any such suit, action, or proceeding.
20. Arbitration. At our sole discretion, we may require you to submit any disputes arising under this Agreement, including disputes arising from or concerning its interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Michigan law.
21. Data Sharing License. You grant Company a non-assignable, non-transferable, nonexclusive fully paid up license to receive clinical patient demographic and incident data (e.g., patient id, incident id, location, location type, last name, first name, middle initial, age, sex, race, date of birth, phone, responders, comments, device ID, and all raw Company device data record(s)) from Your Application only in situations in which the end-user is a customer of both you and Company (i.e., the EMS agency licenses both Your Application and either subscribes to Stryker’s proprietary LIFENET System or uses Company devices supported by Your Application). In the event that you are restricted from sharing the data with Company due to third party contract restrictions, you will work with Company and your third party to remediate those data sharing restrictions to improve patient treatments and outcomes. You represent and warrant that all data is processed and transferred in compliance with all applicable privacy laws and regulations including relevant consent requirements for the transfer for patient data to Company. You agree to promptly provide Company with an interface and telephone/email support reasonably necessary or appropriate to enable Company to utilize such license.
22. Promotional Material. If you promote, sell, service or support Your Application interface to the LIFENET Cloud API or LIFENET Cloud Data in the Market and Territory, prior to publishing, mailing or distributing any advertising or promotional materials referring to Company, or Company products or software, you shall submit such materials to Company for its approval at least thirty (30) days prior to the date of proposed publication, mailing or distribution, and shall not publish, mail or distribute, or allow publication, mailing or distribution of, such materials without prior written approval from Company, which approval shall not be unreasonably withheld.
23. Miscellaneous. This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to our corporate headquarters at 1941 Stryker Way, Portage, MI 49002, ATTN: Legal and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the LIFENET Cloud API. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.
Appendix A
API Documentation
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