Terms & Conditions for Chirp APIs 

Preface 

You may integrate your products and services with 1Life Healthcare, Inc.'s (and its subsidiaries, “we”, “us”, “our”, "1Life Healthcare" or "One Medical") Chirp platform (“Chirp”) through our application programming interface (“API”). In order to help you test, evaluate, and use the API, we are willing to make the API available to you pursuant to these terms and conditions (“terms”). 

By using the API, you agree to these terms and you represent that you have the right, authority, and capacity to enter into these terms on behalf of yourself and your employer, if any. We reserve the right to update and change these terms from time to time as provided in Section 11 of these terms

1. Rules of the Road

All use of the API and One Medical-owned or licensed content, documentation, code, and related materials made available to you on or through the API (“API Materials”) are subject to and must comply with these terms. Subject to these terms, we grant you a limited, non-exclusive, revocable, non-transferable, and non-sublicenseable license to use the API and API Materials solely to test, evaluate, and use the API and API Materials in the United States. Your use of the API is subject to certain limitations on access, calls, and use as set forth in these terms and the API Materials. If we believe that you have attempted to exceed or circumvent these limitations, in addition to all other recourses and remedies available to us, to the extent permitted by law, we may temporarily or permanently block your ability to access and use the API and API Materials. We may monitor your use of the API and API Materials to improve our services and to ensure your compliance with these terms. All rights not expressly granted in these terms are reserved by us and our licensors. 

You shall not: 

2. Registration & Security

You must have an account to access and use the API. You will be issued one or more unique passwords, security codes, or tokens (each a “Key”). Access to the Key shall be limited to you and your agents, if any, that require access to the API for the purposes of conducting the testing of the API, and that have signed an agreement pursuant to which such agent agrees to protect third party confidential information with terms no less stringent than those set forth herein. You may not sell, transfer, sublicense, or otherwise disclose your account or Keys to any other party. You are responsible for maintaining the confidentiality of your account and Keys. You agree to notify us immediately at sh-support@onemedical.com if you believe that your account or Keys have been compromised. You are responsible for all activities that occur using your account and Keys, regardless of whether such activities are undertaken by you or a third party. 

3. Intellectual Property

We exclusively own all right, title and interest in and to all the trademarks, documentation, software, contents, graphics, designs, data, computer code, application program interfaces, patents, works, ideas (whether or not patentable), know-how, trade secrets, "look and feel," compilations, magnetic translations, digital conversions and other materials, and all intellectual property rights related thereto (the "Intellectual Property") included within or related to the API or the API Materials, and all modifications and derivative works thereof. You shall not challenge, contest or otherwise impair our ownership of the API and the API Materials or the validity or enforceability of our rights in the Intellectual Property therein or related thereto. Nothing contained in these terms shall be construed by implication, estoppel or otherwise as granting to the user an ownership interest in the Intellectual Property in or related to the API or API Materials, or any other Intellectual Property right of 1Life or any third party. Other than as expressly set forth in these terms, you shall not use any of our Intellectual Property without our prior written permission, which permission may be withheld in our sole and absolute discretion. 

4. Fees

1Life Healthcare does not currently charge any fees for the use of the API. 1Life Healthcare reserves the right to charge fees for future use of or access to the API. Should we exercise our right to charge fees in the future, we will provide you with advance notice of this decision, and will describe any and all such fees in detailed plain language. 

5. Termination; Limitations on Access, Exchange or Use of Electronic Health Information

Except as prohibited by applicable law, at any time, we may suspend, discontinue or terminate, in whole or in part, your use of or access to the API and API Materials, including any license granted hereunder, or otherwise limit access, use or exchange of electronic health information, including, but not limited to (1) to prevent harm to a patient or other natural person; (2) for privacy reasons where a privacy exception applies; (3) in order to protect the security of electronic health information; (4) due to infeasibility; (5) to maintain or improve health IT performance; or (6) as otherwise permitted by applicable law. For example, we may limit access, use or exchange of health information (1) where the law permits us to limit the content of a response to, or manner in which we fulfill a request to access, exchange or use electronic health information; (2) should we choose to amend these terms to charge legally permitted fees as described in Section 4, by the charging of such fees in order to access, use or exchange electronic health information; or (3) by licensing interoperability elements. You may also terminate upon written notice to us by e-mailing sh-support@onemedical.com. Upon termination for any reason, you will: (i) not use the API or API Materials for any purpose whatsoever; (ii) immediately destroy or return to us all material belonging to us or our licensors, including without limitation all copies of the API, API Materials and our Confidential Information then in your possession or control; and (iii) certify to us in writing that you have complied with the obligations listed above. The following sections shall survive any termination of these terms: sections 4, 6-11. 

6. Confidentiality

You may be given access to certain non-public information, software, technology, programming, and specifications relating to the API, including the API Materials and information belonging to clients of 1Life Healthcare or other third parties to which 1Life Healthcare owes a duty of confidentiality (“Confidential Information”), which is confidential and proprietary to 1Life Healthcare. You may use this Confidential Information only as necessary in exercising your rights granted in these terms. 

You may not disclose any of this Confidential Information to any third party without 1Life Healthcare's prior written consent. You agree that you will protect this Confidential Information from unauthorized use, access, or disclosure in the same manner that you would use to protect your own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care. 

7. Compliance with Laws

You shall comply with the Health Insurance Portability and Accountability Act of 1996, and associated regulations, and all other applicable federal and state laws and regulations. 

7. Indemnity

You shall indemnify, defend, and hold harmless 1Life Healthcare and its affiliates, subsidiaries, officers, directors, employees, agents, licensors, and partners from and against any and all claims, suits, proceedings, damages, liabilities, losses, costs, and expenses (including, but not limited to, reasonable attorney’s fees and legal expenses, including any of the foregoing incurred in enforcement of this provision) (all of the foregoing, collectively, “Claims”) to the extent that such Claims relate to or arise out of (a) any act or omission concerning your provision of products or services, (b) your use of the API or API Materials other than as expressly allowed by these terms, (c) your breach of these terms, (d) breach of an obligation owed by you to a third party, or (e) your violation of any applicable law or regulation. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to assist and cooperate with us in asserting any available defenses. 

9. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE API AND API MATERIALS ARE PROVIDED ON AN "AS IS" AND “AS-AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND. ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR ARISING OUT OF COURSE OF CONDUCT OR TRADE CUSTOM OR USAGE. IN ADDITION, WE DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, (A) ANY WARRANTY OF THE ACCURACY, COMPLETENESS, OR VALIDITY OF DATA OR INFORMATION RECEIVED THROUGH THE API OR THE API MATERIALS; (B) ANY WARRANTY OF THE CONTINUOUS AVAILABILITY OF THE API, OR THAT THE API WILL BE UNINTERRUPTED OR ERROR-FREE; (C) ANY WARRANTY THAT THE API, API MATERIALS OR FILES OR DATA AVAILABLE FOR ACCESS OR RECEIVED THROUGH THE API WILL BE FREE OF MALICIOUS CODE AND (D) DAMAGES AS A RESULT OF THE TRANSMISSION, USE OR INABILITY TO USE THE API OR THE API MATERIALS, INCLUDING THE UNAVAILABILITY OF THE API OR THE API MATERIALS OR CIRCUMSTANCES OVER WHICH THE ORGANIZATION HAS NO CONTROL. 

YOU UNDERSTAND AND AGREE THAT THE OPERATION OF THE API OR THE API MATERIALS MAY INVOLVE BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO, AND DISCLAIM ALL, REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SUFFICIENCY OF THE SECURITY AND OTHER MEASURES USED FOR DATA HANDLING AND STORAGE, AND WE WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES THAT RESULT FROM A SECURITY BREACH, TECHNICAL MALFUNCTION, OR OTHERWISE. WE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SHALL HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF THE API OR THE API MATERIALS OR USE OF ANY INFORMATION ACCESSED THROUGH THE API OR THE API MATERIALS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE API OR THE API MATERIALS SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE OF ANY KIND. 

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE SHALL NOT BE RESPONSIBLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR NOT, THAT ARE IN ANY WAY RELATED TO THESE TERMS, ANY MALICIOUS CODE AFFECTING THE API OR THE API MATERIALS, THE USE OR INABILITY TO USE THE API OR THE API MATERIALS, THE RESULTS GENERATED FROM THE USE OF THE API OR THE API MATERIALS, INCLUDING LOSS OF GOODWILL OR PROFITS, LOST BUSINESS, HOWEVER CHARACTERIZED, AND/OR FROM ANY OTHER CAUSE WHATSOEVER, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY OF THE ABOVE CLAIMS OR FOR DISPUTES AGAINST US IS TO DISCONTINUE YOUR USE OF THE API OR THE API MATERIALS. IN NO EVENT SHALL OUR AGGREGATE LIABILITY TO YOU WITH RESPECT TO ANY MATTER RELATING TO OR ARISING FROM OR IN CONNECTION WITH THESE TERMS, THE API, OR THE API MATERIALS EXCEED THE LESSER OF (I) THE AMOUNTS PAID BY YOU TO US UNDER THESE TERMS IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE APPLICABLE CLAIM OR (II) ONE HUNDRED DOLLARS ($100). THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. 

NOTHING IN THESE TERMS SHALL BE DEEMED TO EXCLUDE OR LIMIT YOUR LIABILITY IN RESPECT OF ANY INDEMNITY GIVEN BY YOU UNDER THESE TERMS. 

11. General Provisions