This Is A Legal Agreement Between You And Carecloud Corporation Stating The Terms And Conditions That Govern Your Participation As A Developer In Carecloud’s Developer Program (“Developer Program”). Please Read This Carecloud Developer Agreement (“Agreement”) Carefully. By Checking The Box Below And Clicking “Sign Up”, You Agree To Be Bound By The Terms And Conditions Of This Agreement. If You Do Not Agree To The Terms And Conditions Of This Agreement, Press The "Cancel" Button.
This Agreement, effective as of the date agreed to by the individual or entity, is made by and between CareCloud Corporation (“CareCloud”) and the individual or entity (“Developer”) (CareCloud and Developer may be referred to as “Party”, individually, and “Parties”, collectively). This Agreement supersedes any previous agreements between the Parties concerning the subject-matter hereof. This Agreement is intended to (i) grant Developer access to CareCloud’s development environment and (ii) to allow Developer to enroll in and make available for the public Developer’s application(s) (“Application” or “App”) on CareCloud’s application exchange (“CareCloud Connect”). Developer understands and agrees that by registering with CareCloud to become a Developer, no legal partnership or agency relationship is created between the Parties. Developer agrees to not represent otherwise. Developer also warrants that Developer is legally permitted to register as a Developer hereunder. This Agreement is void where prohibited by law and the right to register as a Developer is not granted in such jurisdictions. Unless otherwise agreed upon or permitted by CareCloud in writing, Developer cannot share or transfer any benefits Developer receives from CareCloud in connection with being a Developer. Developer may not participate in this Developer Program if Developer is or becomes a direct competitor of CareCloud, except with CareCloud’s prior written consent. Unless otherwise defined herein, defined terms will have the meaning given in the “DEFINITIONS” section below.
1.1. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. For purposes of this definition, “Control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
1.2. “Application” or “App” means any web-based, on-demand technology, invention, other subject-matter made, and/or downloadable software application, conceived, created or reduced to practice by Developer in whole or in part in exercising the rights or licenses granted by CareCloud, including without limitation, in using the CareCloud System technologies, and all Intellectual Property Rights therein.
1.3. “CareCloud” means CareCloud, its Affiliates, officers, directors, employees, agents, partners, and/or licensors.
1.4. “CareCloud API” means CareCloud’s set of routines, protocols, and tools for connecting external software or systems to the CareCloud System.
1.5. “CareCloud Connect” means CareCloud’s online application exchange directory. For clarification purposes, CareCloud Connect allows Developers to make Apps available to End Users in CareCloud’s sole discretion.
1.6. “CareCloud Client” or “Client” means a third party that has purchased CareCloud’s System for its own internal business purposes.
1.7. “CareCloud Offerings” means the products and services provided by CareCloud to its customers.
1.8. “CareCloud System” or “System” means the software-as-a-service (“SaaS”) system provided by CareCloud to Client(s) consisting of CareCloud’s proprietary multi-user practice management system and electronic health records solution developed, maintained and owned by CareCloud and hosted on CareCloud’s servers for use by Client(s), including, without limitation, the architecture, databases, infrastructure, software, technology and web services deployed by CareCloud, as well as the content provided by CareCloud for a Client(s)’s use (i.e., algorithms, documents, forms, functions, medical data, rules, screens, templates and videos).
1.9. "Client Data" means all data contained on the CareCloud System about or provided from Client(s) through their use of the System, which may include protected health information (“Protected Health Information” or “PHI”)
1.10. “Developer” means an individual or entity and/or its representatives that has developed, or intends to develop Application(s).
1.11. “Developer Materials” means, collectively or in part, the Development Tools, the Sandbox, CareCloud Connect, the System, and/or Information, as defined under Section 2.1.2 hereunder.
1.12. “Developer Program” means the scope of the relationship between the Parties, including the rights and obligations of the Parties, as set forth hereunder.
1.13. “Developer Program Policies” means the policies governing the Developer Program, which are incorporated by reference herein, as set forth at http://developer.carecloud.com/programpolicies.
1.14. "Development Tools" means the development tools, communities and/or platforms, other than the CareCloud System, that CareCloud makes available to Developer.
1.15. “End User” means the intended user of any App listed on CareCloud Connect, including but not limited to: (i) Clients; (ii) Client’s Affiliate(s); (iii) Client’s customers (iv) individuals or entities employed by or affiliated with Clients; or (v) third parties unaffiliated with CareCloud or CareCloud Clients.
1.16. “Enhancements” means updates and/or improvements to the Developer Materials.
1.17. “Intellectual Property” or “Intellectual Property Rights” means all patent, copyright, trademark, trade secret, and any and all other protectable Intellectual Property and proprietary rights both now and in the future, whether or not registered or perfected (but to the extent existing, all registrations, applications, renewals, extensions, continuations, divisions or reissues hereof now or hereafter in force), and whether arising by operation of law, contract, or otherwise.
1.18. “Logo” means any digital or print logo of Developer.
1.19. "Open Source Software" means any software that is subject to terms that, as a condition of access, use, copying, modification or redistribution, require such software or derivative works thereof to be disclosed or distributed in source code form, to be licensed for the purpose of making derivative works, or to be redistributed free of charge, including without limitation software distributed under the GNU General Public License or GNU Lesser/Library GPL.
1.20. “Protected Health Information” or “PHI” means information as that term is used and defined in the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and regulations promulgated thereunder, as amended, and the Health Information Technology for Economic and Clinical Health Act (“HITECH”) and their implementing regulations.
1.21. “Technical Support” or “Support” means commercially reasonable technical support provided by CareCloud to Developer.
2.1. Definitions. For purposes of this Section, the following definitions shall apply:
2.1.1. “Disclosing Party” means the Party who provides Information, as defined in Section 2.1.2 hereunder, to the Receiving Party.
2.1.2. “Information” means (i) the the Parties’ confidential or proprietary information of any type or sort and regardless of whether such information is provided in hard copy, electronic format or orally including, without limitation, business, models, data, Intellectual Property, business plans, customer lists, technology, forecasts, documentation, diagrams, flow charts, materials, notes, memoranda, analyses, compilations, studies or other documents; (ii) any analyses, compilations, forecasts, studies or other documents prepared by the Receiving Party or its representatives which contain or reflect the information described in the foregoing clause (i). For purposes of this Agreement, all Information provided by one Party to the other hereunder shall be deemed to be Information under and subject to the terms hereof, except for such portions of the Information which (i) are or become generally available to the public through no fault of or action by the Receiving Party or its representatives; (ii) is or becomes available to the Receiving Party or its representatives on a non-confidential basis from a source, other than the Disclosing Party or its representatives, which is not known to the Receiving Party to be prohibited (whether by law, regulation, contract or fiduciary duty) from disclosing such Information; or (iii) is developed or learned of by the Receiving Party on its own and without the violation of this Agreement.
2.1.3. “Receiving Party” means the Party receiving the Information from the Disclosing Party.
2.2. Confidentiality of Information. The Information will be kept confidential and shall not, without the prior written consent of the Disclosing Party, be disclosed by the Receiving Party or be used by the Receiving Party in any way other than as permitted under this Agreement.
2.3. Return of Information. Upon termination of this Agreement, the Receiving Party will either return the Information to the Disclosing Party or destroy the Information including, among other things, any and all copies of the Information made by the Receiving Party.
2.4. Parties’ Continued Obligation. Information shall remain confidential and subject to this Agreement for a period of three (3) years from the termination of this Agreement.
2.5. Owner of Information. The Information shall at all times remain the property of the Disclosing Party. No rights to use, license or otherwise exploit the Information is granted to the Receiving Party or its representatives, by implication or otherwise.
2.6. Disclosure Required by Law. In the event that the Receiving Party or its representatives becomes legally compelled to disclose any of the Information, the Receiving Party will provide the Disclosing Party with prompt written notice before the disclosure thereof so that the Disclosing Party may seek a protective order or any other appropriate remedy and/or to waive compliance with the provisions hereunder.
2.7. Disclosure of Information. The Receiving Party acknowledges the unique nature of the Information and understands that the Disclosing Party may suffer irreparable harm in the event that the Receiving Party fails to comply with this Agreement, and that monetary damages will be inadequate to compensate the Disclosing Party for such a breach. Therefore, in the event of a breach of this Section 2 hereunder, the Receiving Party consents to the enforcement of this Agreement by the Disclosing Party through injunctive relief, specific performance or any other equitable relief, without proof of irreparable injury, actual damages or any requirement to post a bond, in addition to any and all other remedies available to the Disclosing Party.
3.1. Grant of Brands. Developer grants to CareCloud a non-exclusive, non-transferable, limited license to use Developer’s intangible assets, including but not limited: to name, logos, trademarks, and/or copyrighted materials (collectively, “Developer Brands”) for the purpose of marketing Developer’s products, services or App(s) as used in connection with CareCloud’s Offerings during the term of this Agreement. Developer retains all rights, title, and interest in the Developer Brands including, without limitation, all Intellectual Property Rights.
3.2. Use of Brands. CareCloud agrees to use the Developer Brands in conformance with Developer’s instructions, if provided. Otherwise, CareCloud may utilize Developer Brands, obtained by CareCloud from Developer’s own website, if applicable, and/or Developer’s name, as listed on this Agreement.
3.3. Prohibited Use of Brands. CareCloud will not (i) add to or modify the Developer Brands; (ii) assign or sub-license the Developer Brands; (iii) use the Developer Brands in any manner that implies Developer sponsorship or endorsement of CareCloud Offerings, unless expressly agreed to in writing by Developer; (iv) use the Developer Brands in connection with unlawful activities by CareCloud or others; or (v) use the Developer Brands in any manner likely to confuse, mislead or deceive the public.
4.1. Application Approval. Upon completion of the Application by Developer, Developer shall submit the Application for review and approval by CareCloud in its sole discretion. Upon approval, the Application will be listed on CareCloud Connect.
4.2. Application Placement. If approved, the App will be listed on CareCloud Connect based on its utility and purpose in the appropriate category, in CareCloud’s sole discretion.
4.3. Client Data. Developer agrees, prior to accessing any End User’s Client Data on the CareCloud System, to execute a Business Associate Agreement (“BAA”) with any such End User.
The Development Materials in any unauthorized way. Unauthorized use of Developer Materials include, but are not limited to: (i) outsourcing, renting, or time-sharing; (ii) volume, stress, or performance testing activities without prior written permission from CareCloud; (iii) reprinting, distributing, or embedding any portion of the System (iv) copying, modifying, or creating a derivative work of Developer Materials (other than as expressly permitted herein); (v) reverse engineering, reverse assembling, disassembling, or decompiling any part of the Developer Materials; (vi) attempting to discover any source code of the Developer Materials (unless made available by CareCloud); (vii) using the Developer Materials to develop a similar or competitive product or service; (viii) gaining or attempting to gain unauthorized access to the Developer Materials; (ix) interfering with or disrupting the Developer Materials; (x) permitting a competitor of CareCloud to use the licenses set forth in this Agreement, except for CareCloud’s prior written consent. Except as expressly permitted by CareCloud, Developer shall not rent, lease, loan, sell, sublicense, assign or otherwise transfer any rights in the Developer Materials
6.1. New Intellectual Property and Assignment. Subject to Section 7.2 below and as between the Parties, any right, title and interest to any App shall be owned by Developer unless such App is developed in whole or in part utilizing CareCloud’s Intellectual Property. Any App developed in whole or in part utilizing CareCloud’s Intellectual Property shall be the property of CareCloud.
6.2. Existing Intellectual Property. As a Developer, Developer will have access to Developer Materials. Developer Materials are the property of CareCloud. In no event shall any rights in the Developer Materials vest or otherwise transfer to Developer. Subject to these terms and conditions, CareCloud grants Developer a personal, non-exclusive, non-perpetual and non-transferable license to access and use the Developer Materials for authorized purposes as a CareCloud Developer. Developer shall not modify, translate, reproduce, distribute, or create derivative works of the Developer Materials or any part thereof. CareCloud and/or CareCloud’s licensor(s) retain ownership of the Developer Materials themselves and any copies or portions thereof. Developer’s rights under this Agreement to use and access the Developer Materials will terminate automatically without notice from CareCloud if Developer fail to comply with this Agreement. As between the Parties, CareCloud is and shall be the exclusive owner of all right, title and interest in and to (i) the Developer Materials, and (ii) CareCloud’s Intellectual Property Rights. The Developer Materials may be protected by copyright and other applicable laws, including without limitation by United States Copyright Law, international treaty provisions and applicable laws in the country in which it is being used.
6.3. Cooperation. The Parties agree to mutually cooperate with one another in attempts to obtain, perfect, or register any new Intellectual Property, derived from the Developer Program. In connection with the foregoing, the Parties agree to execute any documents of assignment, registration, and recordation as may be necessary to perfect, or protect, the rights assigned to each Party hereunder in each jurisdiction in which the assignee Party desires, and the Parties warrant that the Parties and their respective employees and permitted contractors, are bound by and abide by the terms and conditions under this Agreement and have executed all agreements necessary to obtain, perfect, or register the new Intellectual Property.
7.1. Enhancements. CareCloud may, in its sole discretion, make Enhancements at any given time. CareCloud will provide notice to Developer of any service interruption resulting from Enhancements, as such notice is given to other Clients of CareCloud (e.g., through system-generated banners and/or messages).
7.2. Technical Support. CareCloud may provide Technical Support to Developer for certain matters relating to the Developer Materials, provided Developer makes a written request to CareCloud.
This Agreement is effective as of the date Developer accepts the terms hereof (i.e., by clicking the “I agree”-box) and shall continue until terminated by either Party. Either Party may terminate this Agreement at any time in its sole discretion. If CareCloud terminates this Agreement, CareCloud reserves the right to deny Developer re-application at any time in CareCloud’s sole discretion. Upon any termination or, at CareCloud’s discretion, suspension, all rights and licenses granted to Developer by CareCloud will cease, including Developer’s right to access the Developer Materials, and Developer agrees to destroy any and all CareCloud Information that is in Developer’s possession or control. Following termination of this Agreement, Section 10 shall continue to bind the Parties.
9.1. Entire Agreement. This Agreement And Any Attachment, Exhibit, Amendment Or Addendum Attached Hereto, Constitutes The Sole Understanding Between The Parties Concerning The Subject-Matter Hereof. Carecloud Reserves The Right To Modify This Agreement. Developer Will Be Responsible For Reviewing And Becoming Familiar With Any Such Modifications (Including New Terms, Updates, Revisions, Supplements, Modifications, And Additional Rules, Policies, Terms And Conditions) (“Additional Terms”)Communicated To Developer By Carecloud. All Additional Terms Are Hereby Incorporated Into This Agreement By This Reference, And Developer’s Continued Use Of The Developer Materials Will Indicate Developer’s Acceptance Of Any Additional Terms. Should Any Inconsistencies Arise Between The Terms In This Agreement And Those In The Developer Program Policies, The Terms In The Developer Program Policies Shall Govern.
9.2. No Warranty. Carecloud Does Not Promise That The Developer Materials (Including, Functionality Or Features Of The Foregoing) Or Any Other Information Or Materials That Developer May Receive Hereunder As A Developer (Collectively, The “Servies” For Purposes Of This Section 10.2 And 10.3) Will Be Accurate, Reliable, Timely, Secure, Error-Free Or Uninterrupted, Or That Any Defects Will Be Corrected. The Service Is Provided On An “As-Is” And “As-Available” Basis And The Service Is Subject To Change Without Notice. Carecloud Cannot Ensure That Any Sample Data (Including Files, Information Or Other Data) Developer Access Or Download From The Service Will Be Free Of Viruses, Contamination Or Destructive Features. Further, Carecloud Does Not Guarantee Any Results Or Identification Or Correction Of Problems As Part Of The Service And Carecloud Disclaims Any Liability Related Thereto. Carecloud Disclaims All Warranties, Express Or Implied, Including Any Warranties Of Accuracy, Non-Infringement, Merchantability And Fitness For A Particular Purpose. Carecloud Disclaims Any And All Liability For The Acts, Omissions And Conduct Of Any Third Parties In Connection With Or Related To Developer’s Use Of The Service. Developer Assume Total Responsibility And All Risks For Developer’s Use Of The Service, Including, But Not Limited To, Any Information Obtained Thereon. Developer’s Sole Remedy Against Carecloud For Dissatisfaction With The Service Is To Stop Using The Service. This Limitation Of Relief Is A Part Of The Bargain Between The Parties. To The Extent That Carecloud Makes Any Pre-Release Software, Hardware Or Other Products, Services Or Information Related Thereto Available To Developer, Developer Understand That Carecloud Is Under No Obligation To Provide Updates, Enhancements, Or Corrections, Or To Notify Developer Of Any Product Or Services Changes That Carecloud May Make, Or To Publicly Announce Or Introduce The Product(S) Or Service At Any Time In The Future.
9.3. Disclaimer Of Liability. To The Extent Not Prohibited By Applicable Law, In No Event Will Carecloud Be Liable For Personal Injury, Or Any Incidental, Special, Indirect, Consequential Or Punitive Damages Whatsoever, Including, Without Limitation, Damages Resulting From Delay Of Delivery, For Loss Of Profits, Data, Business Or Goodwill, For Business Interruption Or Any Other Commercial Damages Or Losses, Arising Out Of Or Related To This Agreement Or Developer’s Use Or Inability To Use The Service, However Caused, Whether Under A Theory Of Contract, Warranty, Tort (Including Negligence), Products Liability, Or Otherwise, Even If Carecloud Has Been Advised Of The Possibility Of Such Damages, And Notwithstanding The Failure Of Essential Purpose Of Any Remedy. In No Event Shall Carecloud’s Total Liability To Developer Under This Agreement For All Damages (Other Than As May Be Required By Applicable Law In Cases Involving Personal Injury) Exceed The Amount Of Fifty Dollars ($50.00).
9.4. Indemnification. BOTH PARTIES MUTUALLY AGREE TO INDEMNIFY AND HOLD EACH OTHER HARMLESS FROM AND AGAINST ALL LIABILITY, LOSSES, DAMAGES, CLAIMS, CAUSES OF ACTION, CIVIL OR ADMINISTRATIVE PENALTIES, COST OR EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) THAT DIRECTLY OR INDIRECTLY ARISE FROM ANY ACT, OMISSION, BREACH, OR DEFAULT OF THE INDEMNIFYING PARTY, ITS AGENTS, REPRESENTATIVES, SUBCONTRACTORS, AND/OR EMPLOYEES SPECIFICALLY RELATING TO OR SPECIFICALLY ARISING FROM ANY OBLIGATION UNDER THIS AGREEMENT.
9.5. Mediation. If a dispute arises from or relates to any provision of this Agreement or the breach thereof and if the dispute cannot be settled through direct discussions, the Parties agree to first attempt to settle the dispute by mediation administered by the American Arbitration Association (“AAA”).
9.6. Arbitration. The Parties agree that if they are unable to informally resolve any dispute arising out of or relating to this Agreement within thirty (30) days either through direct discussions or through non-binding mediation as provided above, then the dispute shall be submitted for resolution exclusively through confidential, binding arbitration, instead of trial by court or jury, in accordance with the commercial, expedited dispute rules, then in effect, of the AAA’s alternative dispute resolution service, as determined by CareCloud in its sole discretion. Such arbitration shall take place in Miami-Dade County, Florida. This Agreement to arbitrate shall be specifically enforceable. Notwithstanding the foregoing, each Party shall bear its own attorney’s fees and costs.
9.7. Choice of Law & Venue. The Parties agree that this Agreement, including any attachments, addenda and/or amendments hereto, will be governed by the laws of the State of Florida, without regard to conflicts of laws. Subject to the mediation and arbitration provisions herein, the Parties irrevocably consent and submit to the exclusive jurisdiction of the state and federal courts located in and for Miami-Dade County, Florida over all disputes arising of or related to this Agreement.