Last Updated: July 1^st, 2021

IEHP API Developer Agreement

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND IEHP GOVERNING YOUR USE OF THE DEVELOPER PORTAL AND THE IEHP APIS (DEFINED BELOW). BY CLICKING “I AGREE” OR ACCESSING THE DEVELOPER PORTAL OR USING IEHPS APIS YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS DEVELOPER AGREEMENT AND ANY OTHER APPLICABLE TERMS AND CONDITIONS POSTED ON IEHPS WEBSITE LOCATED AT WWW.IEHP.ORG/EN/ABOUT/PRIVACY-POLICY. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT ACCESS THE DEVELOPER PORTAL OR USE THE IEHP APIs.

By entering into this Agreement, you affirm that you are at least 13 years old and of legal age to enter into this Agreement and are authorized to enter into this Agreement on behalf of your Company. No legal partnership or agency relationship is created between IEHP and you or your Company by virtue of this Agreement.

We may update this Agreement by posting the updated version(s) on this Website. Updated versions of the Agreement will apply to your use of the IEHP APIs occurring on or after the date of the last update. The "Last Updated" legend above indicates when this Agreement was last changed. You should periodically review this page to determine if this Agreement has been updated. Your continued use of the IEHP APIs following any updates to this Agreement shall constitute notice and acceptance of any such updates.

PERMISSIBLE USE OF IEHP APIS

We provide access to Our application programming interfaces (“APIs”), including Our Patient Access API, Provider Directory API and Promoting Interoperability API, and their associated documentation and sandbox (collectively, the “IEHP APIs”) on the Developer Portal. We may update, change, discontinue or add IEHP APIs or functionality or features to the IEHP APIs in Our discretion with or without providing notice to you.

Subject to the terms of this Agreement, IEHP grants you a limited, non-sublicensable, non-assignable, non- transferable, royalty-free, non-exclusive license only to use: (a) the Patient Access API to retrieve certain health plan information maintained by Inland Empire Health Plan, a local public entity of the State of California, and its subsidiary health plans with the approval and at the direction of the applicable member or their personal representative consistent with applicable law; (b) the Provider Directory API to retrieve certain provider and pharmacy directory information; and (c) the Promoting Interoperability API to retrieve certain health care information with the consent of the applicable patient or their personal representative consistent with applicable law. You may only access the Patient Access API and Promoting Interoperability API by means of an application that has been registered with IEHP to access them. You agree to comply with all applicable laws, regulations, and governmental issuances.

RESTRICTIONS

You may not: (a) decompile, disassemble, reverse engineer, or otherwise attempt to derive, reconstruct, identify, or discover any source code, underlying ideas, or algorithms of the IEHP APIs by any means, except to the extent that the foregoing restriction is prohibited by applicable law; (b) remove any proprietary notices, labels, or marks from the IEHP APIs; (c) interrupt or attempt to interrupt the operation of the IEHP APIs in any way, including, without limitation, by restricting, inhibiting, or interfering with the ability of any other user to use the IEHP APIs (including by means of hacking or defacing any portion of the IEHP APIs, or by engaging in spamming, flooding, or other disruptive activities); (d) disrupt, interfere with, modify, bypass, or otherwise circumvent IEHP APIs functionality or features, limitations, security measures, technical processes, availability, integrity, or performance (or attempt the same); (e) transmit or attempt to transmit data over a IEHP APIs unless such transmission is authorized and formatted in accordance with applicable specifications in the IEHP APIs implementation guide; (f) transmit or otherwise make available through or in connection with the IEHP APIs any malicious, harmful or invasive code; (g) attempt to exceed IEHP APIs rate limits; (h) conduct security research on or testing against IEHP APIs, services, applications, systems, devices, or networks without prior written approval from IEHP; or (i) use the IEHP APIs (1) for any unlawful purpose or in any manner not authorized or intended in the IEHP APIs implementation guide, (2) in any way that could pose a threat to, disrupt, interfere with, harm, or impair the IEHP APIs, IEHP or other IEHP services, applications, systems, devices, or networks, or Inland Empire Health Plan members’, patients’, customers’, or other users’ use of IEHP APIs, (3) in any manner that, in IEHP’s reasonable determination, constitutes excessive or abusive usage, (4) to gain unauthorized access to any IEHP service, application, system, device, or network, or (5) to transmit malicious code or exploit security flaws, vulnerabilities, or deficiencies.

MONITORING

Your use of this Website and the IEHP APIs may be monitored by IEHP to ensure compliance with this Agreement. You consent to such monitoring.

REPORTING SECURITY ISSUES

You agree to promptly report to IEHP any security flaws, vulnerabilities, or deficiencies identified through normal use of IEHP APIs by calling the Inland Empire Compliance Hotline at 1-866-355-9038. You may not publicly disclose security flaws, vulnerabilities, or deficiencies in the IEHP APIs or other IEHP applications, systems, devices, or networks of which you become aware.

ACCOUNTS/REGISTRATION

You agree to promptly report to IEHP any security flaws, vulnerabilities, or deficiencies identified through normal use of IEHP APIs by calling the Inland Empire Health Plan Compliance Hotline at 1-866-355-9038. You may not publicly disclose security flaws, vulnerabilities, or deficiencies in the IEHP APIs or other IEHP applications, systems, devices, or networks of which you become aware.

PROPRIETARY RIGHTS

IEHP or its licensors own the IEHP APIs and the content on this Website and all intellectual property rights therein. You may not use any Inland Empire Health Plan entity’s name, trademarks, service marks, tradenames, logos or other distinctive brand features except as necessary to comply with your obligation, above, and agree not to remove any proprietary notices, labels, or marks from the IEHP APIs, and, in any case, you may not use those notices, labels or marks to imply affiliation with or endorsement by Inland Empire Health Plan. You have only those rights to access and use the IEHP APIs as are expressly granted by IEHP under this Agreement and all other rights in the IEHP APIs are reserved to IEHP or its licensors. You acknowledge that these rights are valid and protected in all forms, media, and technologies existing now or hereinafter developed. “Inland Empire Health Plan, a local public entity of the State of California,” means the health care organization doing business as Inland Empire Health Plan including, without limitation, Inland Empire Health Plan, and the subsidiaries, partners, and successors of the foregoing.

PUBLIC ENTITY STATUS; BROWN ACT/PUBLIC RECORDS ACT

The parties hereby acknowledge and agree that IEHP is a local public entity of the State of California subject to the Brown Act, California Government Code Sections 54950 et seq., and the Public Records Act, California Government Code Sections 6250 et seq.

PRIVACY

Your submission of information through the Website is governed by our Privacy Policy.

RESPONSIBILITY FOR HARDWARE, SOFTWARE, TELECOMMUNICATIONS AND OTHER SERVICES

You are responsible for obtaining, maintaining, and paying for all hardware, software, and all telecommunications and other services, needed for you to use the IEHP APIs.

DISCLAIMER OF WARRANTY

IEHP AND ITS SERVICE PROVIDERS DISCLAIM ALL EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE IEHP APIS, INFORMATION, CONTENT, SERVICES, FUNCTIONALITY, AND ANY OTHER RESOURCES AVAILABLE ON OR ACCESSIBLE THROUGH THIS WEBSITE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT. ALL SUCH IEHP APIS, INFORMATION, CONTENT, SERVICES, FUNCTIONALITY AND RESOURCES ARE MADE AVAILABLE "AS IS" AND "AS AVAILABLE", AT YOUR SOLE RISK, WITHOUT WARRANTY OF ANY KIND. IEHP DOES NOT WARRANT THAT THE WEBSITE OR IEHP APIS WILL BE ACCURATE OR OPERATE WITHOUT INTERRUPTION OR ERROR.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL IEHP, INLAND EMPRIE HEALTH PLAN OR THEIR SERVICE PROVIDERS, LICENSORS OR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, AFFILIATES, SUPPLIERS, VENDORS, LICENSORS, CO-BRANDERS OR PARTNERS (COLLECTIVELY, THE “INLAND EMPRIE HEALTH PLAN PARTIES") BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM ANY LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS, BUSINESS INTERRUPTION, LITIGATION, OR ANY OTHER PECUNIARY LOSS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE, OPERATION OR PERFORMANCE OF THE IEHP APIS, WITH THE DELAY OR INABILITY TO USE THE IEHP APIS, ANY DEFECTS IN THE IEHP APIS, OR WITH THE PROVISION OF, OR FAILURE TO MAKE AVAILABLE, ANY INFORMATION, SERVICES, PRODUCTS, MATERIALS, OR OTHER RESOURCES AVAILABLE ON OR ACCESSIBLE THROUGH THE IEHP APIS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

You acknowledge and agree that the limitations set forth above are fundamental elements of this Agreement.

INDEMNIFICATION

You agree to indemnify, defend, and hold the Inland Empire Health Plan Parties harmless from any liability, loss, claim, and expense (including reasonable attorneys' fees) actually or allegedly related to or arising out of your use of the IEHP APIs or this Website, your use or disclosure of information obtained through the IEHP APIs, your violation of this Agreement, and/or your violation of the rights of any other person.

TERM, TERMINATION, SUSPENSION AND REVOCATION

This Agreement is effective until terminated by either party. If you no longer agree to be bound by this Agreement, you must cease your use of the IEHP APIs. If you breach any provision of this Agreement, then you may no longer use the IEHP APIs.

IEHP may suspend or revoke your Credentials or access to the IEHP APIs without prior notice for your failure to comply with this Agreement or if IEHP determines that your access to the IEHP APIs would present an unacceptable level of risk to the security of IEHP’s systems. IEHP may terminate this Agreement if you fail to comply with its terms and, to the extent permitted by law, for any or no reason.

If this Agreement is terminated for any reason, then: (a) this Agreement will continue to apply and be binding upon you in respect of your prior use of the IEHP APIs (and any unauthorized further use of the IEHP APIs); and (b) any rights granted to us under this Agreement will survive such termination.

GENERAL LEGAL TERMS

This Agreement constitutes the entire agreement between you and IEHP with respect to its subject matter IEHP’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If a court of competent jurisdiction rules that any provision of the Agreement is invalid, then that provision will be removed from the Agreement without affecting the rest of the Agreement and the remaining provisions will continue to be valid and enforceable. There are no third- party beneficiaries to this Agreement. The rights granted in this Agreement may not be assigned or transferred by You without the prior written approval of IEHP. You may not delegate your responsibilities or obligations under this Agreement without the prior written approval of IEHP. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions. You agree to submit to the exclusive jurisdiction of the courts located within the county of San Bernardino, California to resolve any legal matter arising from this Agreement. IEHP may, notwithstanding this, seek injunctive remedies in any jurisdiction.