InteliChart Open API Terms of Use

Last modified: August 4, 2022

1. Background. InteliChart, LLC (together with its parents, subsidiaries and affiliates, “InteliChart”) maintains, operates and/or hosts the InteliChart Open API (the “Open API”) in compliance with the “Meaningful Use” Stage 3 requirements promulgated by the Office of the National Coordinator (“ONC”) for Health IT at 45 CFR § 170.315(g)(7)-(9) (“MU3”) and the ONC’s recently published the ONC Health IT Certification Program final rule (“ONC Rule”), which created new responsibilities for healthcare organizations to make electronic health information available to patients and third parties. The following terms and conditions (“Terms of Use”) govern access to and use of (i) the Open API, (ii) any electronic health information and data stored in InteliChart’s Patient Portal that is accessible through the Open API (“Electronic Health Information”), and (iii) any and all manuals, instructions and other documents and materials that InteliChart provides or makes available in any form or medium which describe the functionality, components, features or requirements of the Open API, including any aspect of the configuration, integration, operation, use, support or maintenance thereof (the “Documentation”).
2. Acceptance of the Terms of Use. Please read these Terms of Use carefully before you start to use the Open API. By registering to access or use the Open API as a Developer (as defined below), and by clicking to accept or agree to these Terms of Use when this option is made available to you, you accept and agree to be bound by and abide by these Terms of Use. If you do not accept and agree to these Terms of Use, you must not access or use the Open API.
   The Open API is offered and available only to third party developers who will use the Open API and the Electronic Health Information for the patient access purposes specifically contemplated by MU3 and the ONC Rule (“Developers”). By accessing and using the Open API, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet these eligibility requirements, you must not access or use the Open API.
3. Changes to the Terms of Use. We may revise and update these Terms of Use from time-to-time in our sole discretion. Changes are effective immediately when we post them. Your continued use of the Open API following the posting of revised Terms of Use means that you accept and agree to the changes. You must check this page frequently so that you are aware of any changes, and immediately discontinue access or use of the Open API if you do not agree to comply with the revised Terms of Use.
4. Open API.
   1. License. Subject to the terms and conditions of these Terms of Use, if you are a Developer and if you have registered with InteliChart as described below, then you may access and use the Open API, the Electronic Health Information and the Documentation solely for the development of, testing of, and delivery of applications designed for the patient access purposes specifically contemplated by MU3 and the ONC Rule.
   2. Conditions and Restrictions. You must: (1) use commercially reasonable efforts to prevent unauthorized access to or use of the Open API and Electronic Health Information, including implementing commercially reasonable administrative, physical and technical safeguards for the protection of the security, confidentiality and integrity of all Electronic Health Information in a manner that ensures compliance with applicable federal, state and local laws and regulations and each end user privacy policy that applies to your end users (including heightened protection for personally identifiable information and protected health information); (2) use the Open API, the Electronic Health Information, and the Documentation solely in compliance with your own end user privacy policies and with all applicable federal, state and local laws and regulations, including (to the extent applicable) the Health Insurance Portability and Accountability Act of 1996 (Pub. L. 104-191) and all regulations promulgated thereunder (45 C.F.R. §§ 160-164), as amended by Subtitle D of the Health Information Technology for Economic and Clinical Health Act and all regulations promulgated thereunder, as Title XIII of Division A and Title IV of Division B of the American Recovery and Reinvestment Act of 2009 (Pub. L. 111-5), as amended from time-to-time (“HIPAA”) and similar patient and consumer privacy laws; (3) not use the Open API, the Electronic Health Information, or the Documentation in any way that violates the intellectual property rights or privacy rights of any applicable user or other party; (4) not use or disclose any Electronic Health Information except as necessary for the purposes contemplated by MU3, the ONC Rule and these Terms of Use; (5) not attempt to tamper with, alter, disable, hinder, by-pass, override, or circumvent any security, reliability, integrity, accounting or other mechanism, restriction or requirement of the Open API or any InteliChart application, service or software; (6) not access the Open API, Electronic Health Information or Documentation in order to compete or build a competitive product or service, or impair the market for InteliChart software or any part thereof; and (7) not access or use the Open API, Electronic Health Information or Documentation in any manner that harms or (threatens to harm) InteliChart’s business reputation, is detrimental to InteliChart’s business, or subjects (or reasonably may subject) InteliChart to legal liability.
   3. Responsibilities and Obligations. You are solely responsible for all liabilities and consequences, including performance issues, fines assessed against You by the government, which arise from Your, Your Developers or Your patients' use of or inability to use any software, component, service or other offering developed by You or your Developers (collectively, “Products”) that uses or references the Open API or Documentation. Among other things, this means You are responsible for the following, all to the extent permitted by applicable law:
      1. Appropriately testing all Products across all of Your intended use cases for such Products (including testing each Product in Your non-production environments after updates, or functionality or configurations changes to the Products);
      2. Ensuring that interactions between the Open API and Your Product are thoroughly tested (i.e., are APIs being called in the right sequence and is the timing between API calls appropriate?);
      3. Configuration decisions (including workflow modifications and the use and mapping of appropriate terminologies) You make to use the Open API with Products;
      4. Confirming the accuracy and relevance of information made available to or from Products through the Open API;
      5. Ensuring the Products meet Your organization’s security and privacy requirements, and appropriate audit trails are maintained in each Product;
      6. Establishing unavailability procedures that will permit You to preserve Your operations if the Open API or Product becomes unavailable;
      7. Ensuring all use of the Open API is in accordance with the purposes for the Open API, as described in the Documentation;
      8. Assessing, planning for, and mitigating potential impacts of planned or unplanned downtimes of the Products on the InteliChart applications, services or software; and
      9. Evaluating, planning for, and mitigating any negative impact on the performance of any InteliChart application, service or software due to Your use of or integration with Products.
   4. Limitations and Consideration for Use. You (and Your Developers) are obliged to be familiar with and practice principles for responsible healthcare product development. For any Product that uses the Open API and/or Documentation, You and Your Products must practice the following guidelines. If You have reason to suspect Your Product is not following the guidelines or is misbehaving, You must contact us immediately via email at openapihelp@intelichart.com. Each of Your Products must adhere to the following principles:
      1. The Product should not put patients or users at risk of harm;
      2. The Product It does not create or increase the risk of a security breach in any system to which it connects. The Product does not introduce any code of a destructive nature into any system to which the Product connects.
      3. The Product respects the privacy of patients and their families, clinicians, other end users, and anyone else.
      4. The Product is stable, predictable, and does not negatively impact operations for users or the InteliChart systems. The Product performs as expected at scale and does not generate excessive or unexpected load on a user’s or InteliChart’s systems.
      5. The Product does not corrupt or otherwise cause material inconsistencies in any Electronic Health Information or other data stored on InteliChart’s systems and does not cause InteliChart’s systems to behave inaccurately or unexpectedly.
      Without limiting the foregoing, each Product should comply with the additional guidelines adopted by InteliChart from time-to-time, including without limitation the guidelines and limitations described at: [https://www.intelichart.com/)
   5. Documentation. The Documentation provided is intended to comply in all respects with the requirements of MU3 and the ONC Rule, as applicable. You may keep copies of the Documentation, and you may access the Documentation through the InteliChart website at https://openapi.intelichart.com. Developers wishing to share the Documentation must do so by linking other Developers to the Documentation hosted on the InteliChart website.
   6. Developer Registration. To register as a Developer you will need to email openapihelp@intelichart.com with your business name, business address, primary business contact (first name, last name, job title, email and phone number), primary technical contact (first name, last name, job title, email and phone number), application name and description of application functionality. Once all of the necessary information has been received an access key will be provided by the InteliChart support team within 48 business hours.
   7. Patient Authentication. Prior to permitting you to access any Electronic Health Information through the Open API, we will verify and authenticate the identity of the applicable user as follows: a user will obtain a unique passcode from their Practice and enter that passcode in your application to gain access to their PHI. A consent notice is required to be presented to the user before authentication. The following must be presented to the user: “By registering with this passcode, you acknowledge that your information, including personal health information, will be transmitted at your discretion to the applicable third-party application, and made available to you through the applicable third party application, and you specifically consent to and authorize InteliChart to transmit you information in this manner.” Any access to or use of Electronic Health Information without complying with these authentication procedures is a breach of these Terms of Use and grounds for immediate suspension of your Developer account or termination of these Terms of Use.
   8. Monitoring Use of Information. You acknowledge and agree that InteliChart or its nominee may, upon InteliChart’s request, inspect and audit your use of the Open API and the Electronic Health Information to confirm compliance with these Terms of Use. All such audits shall be conducted during regular business hours and in a manner that does not unreasonably interfere with your business operations. You shall make available all such books, records, equipment, information and personnel, and provide all such cooperation and assistance, as may reasonably be requested by or on behalf of InteliChart with respect to such audit.
   9. Attribution. In each case in which you have accessed any Electronic Health Information through the Open API and transmitted that Electronic Health Information back to the requesting user, in whatever form or medium, you must provide notice to such user along with such transmission that the transmitted Electronic Health Information was “Provided through InteliChart Patient Portal.” You may not otherwise use any InteliChart name, logo or other trademark for any other purpose, and if you wish to do so please contact openapihelp@intelichart.com for permission.
5. Fees. The Open API is licensed on a subscription fee basis. You agree to pay InteliChart subscription fees at the Subscription Rate applicable to Your intended use of the Open API (as described and provided to InteliChart at the time of onboarding), except that such subscription fees do not apply if such use if solely for internal and non-commercial purposes. The "Subscription Rate" means, with respect to each requested use of the Open API, the applicable subscription rate calculated and determined by InteliChart, which shall be based upon InteliChart’s then-current, standard parameters and factors (e.g., number of API calls, frequency of API calls, etc.).
6. Ownership of IP. Developers own developments (including Products) they create using the Open API. InteliChart owns the Open API, the Documentation, and all intellectual property rights therein, as well as any enhancements, improvements, modifications, updates or other derivatives thereof (such as enhancements to the Open API tools or the Documentation); provided, however, that InteliChart makes the Documentation available for viewing by the public via its website at https://openapi.intelichart.com. Any suggested improvements of the Open API or Documentation may become a part of such materials without any obligation or notice to the submitter.
7. Disclaimer of Warranties. YOUR ACCESS TO AND USE OF THE OPEN API, THE ELECTRONIC HEALTH INFORMATION, AND THE DOCUMENTATION IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER INTELICHART NOR ANYONE ASSOCIATED WITH INTELICHART MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE OPEN API, THE ELECTRONIC HEALTH INFORMATION, OR THE DOCUMENTATION. WITHOUT LIMITING THE FOREGOING, NEITHER INTELICHART NOR ANYONE ASSOCIATED WITH INTELICHART REPRESENTS OR WARRANTS THAT THE OPEN API, THE ELECTRONIC HEALTH INFORMATION, OR THE DOCUMENTATION WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE OPEN API OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR HARMFUL COMPONENTS OR THAT THE OPEN API THE ELECTRONIC HEALTH INFORMATION, OR THE DOCUMENTATION WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. INTELICHART HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
8. Limitation of Liability. IN NO EVENT WILL INTELICHART, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE OPEN API, THE ELECTRONIC HEALTH INFORMATION, OR THE DOCUMENTATION. THIS DISCLAIMER INCLUDES ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
9. Developer Indemnification. You agree to defend, indemnify and hold harmless InteliChart, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Open API, the Electronic Health Information, or the Documentation other than as expressly authorized in these Terms of Use or your use of any information contained in the Electronic Health Information.
10. Termination. InteliChart may terminate these Terms of Use for cause immediately upon written notice to you if you breach any provision of these Terms of Use. Without limiting the foregoing, in the event of a breach that gives rise to the right by InteliChart to terminate these Terms of Use, InteliChart may elect, as an interim measure, to suspend its performance hereunder (including, without limitation, your license to access and use the Open API, Electronic Health Information, and the Documentation) until the breach is cured. InteliChart’s exercise of its right to suspend performance shall be without prejudice to InteliChart’s right to terminate these Terms of Use upon written notice to you.
11. Governing Law; Miscellaneous. These Terms of Use are governed by North Carolina law. The exclusive venue for any dispute relating to these Terms is Mecklenburg County, North Carolina. You and InteliChart consent to the personal jurisdiction of these courts. If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions, which will remain in full force and effect. Waiver of any of these Terms will not be deemed a further or continuing waiver of such term or condition or any other term or condition. These Terms of Use, as modified from time-to-time, constitute the entire agreement between you and InteliChart with respect to the use of the Open API, Electronic Health Information and Documentation.