Thank you for your interest in the PokitDok Platform. The "PokitDok Platform" allows you to access certain data services from PokitDok, to use the PokitDok application programming interface and to use certain other features and functionality made available by PokitDok (collectively, the "Service"). BY CLICKING THE "I ACCEPT" BOX, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND ACCEPT THESE PLATFORM TERMS (AS DEFINED HEREIN). IF YOU ARE AGREEING TO THESE PLATFORM TERMS AS AN INDIVIDUAL, "YOU" REFERS TO YOU INDIVIDUALLY. IF YOU ARE AGREEING TO THESE PLATFORM TERMS AS A REPRESENTATIVE OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AND "YOU" REFERS TO THAT ENTITY.Last Updated: August 4, 2021
1.1 Use of the Service is Subject to these Terms. Your access to the PokitDok Platform and use of the Service is subject to this PokitDok Platform Terms of Service (the "Platform Terms"). "PokitDok" means PokitDok, Inc. with corporate offices at 281 East 3rd Avenue, Suite 201, San Mateo CA 94401.
(ii) these Platform Terms with respect to the Service; and
(iii) the Website Terms with respect to the PokitDok Services (defined in Section 1.3 below).
1.3 Use of Other PokitDok Services and Additional Terms. If you use the Service in conjunction with any other PokitDok products or services (and all other PokitDok products and services are collectively referred to as the "PokitDok Services"), your agreement with PokitDok will also include the terms applicable to those PokitDok Services ("Additional Terms"). If Additional Terms apply, they will be accessible to you either within or through your use of the applicable PokitDok Services. If there is any contradiction between the Additional Terms and these Platform Terms, then these Platform Terms will take precedence only as they relate to the Service, and not to any other PokitDok Services.
1.4 API Documentation. You may choose to use PokitDok's application programming interfaces either (i) by developing an application that complies to the specifications provided by PokitDok in its API-specifications or (ii) by using one or more applications that PokitDok makes available to users through the Service that comply with the API-specifications (both of which are referred to in these Platform Terms as "API's"). If there is any contradiction between the Platform Terms and other API(s)-related documents (including but not limited to any API-specifications, documentation, user guides, manuals or instructions that PokitDok may provide to you in any form (collectively, the "API Documentation"), then the Platform Terms will take precedence.
1.5 Changes to the Platform Terms. PokitDok reserves the right to make changes to the Platform Terms from time to time. When these changes are made, (i) PokitDok will make a new copy of the Platform Terms available at https://platform.pokitdok.com/documentation/v4#/ or such successor URLs that PokitDok may designate from time to time) and (ii) you will be required to accept the revised terms in order to continue accessing the PokitDot Platform and using the Service. You understand and agree that if you use the Service after the date on which the Platform Terms have changed, PokitDok will treat your use as acceptance of the updated Platform Terms. If a modification is unacceptable to you, you may terminate this agreement by ceasing use of the Service.
3.1 Signing Up for a PokitDok Platform Account. In order to access the PokitDok Platform and use the Service, you must have a "PokitDok Platform Account". This is a different account from your account for any other PokitDok Services. You agree that any information you give to PokitDok in connection with your PokitDok Platform account or your continued use of the Service will always be accurate, correct, and up to date.
3.3 Purchases. If applicable, you agree to pay all fees or charges to your PokitDok Platform Account based on PokitDok's fees, charges, and billing terms in effect as shown on the https://www.pokitdok.com/developers/pricing. If you do not pay on time or if PokitDok cannot charge your credit card, PayPal or other payment method for any reason, PokitDok reserves the right to either suspend or terminate your PokitDok Platform Account and access to the PokitDok Platform and to terminate these Platform Terms. You are expressly agreeing that PokitDok is permitted to bill you for the applicable fees, any applicable tax and any other charges you may incur in connection with your use of the PokitDok Platform or the Service and the fees will be billed to your credit card, PayPal or other payment method designated on your initial registration of your PokitDok Platform Account, and thereafter at regular intervals for the remainder of the term of these Platform Terms. If you cancel your PokitDok Platform Account at any time, you will not receive any refund. If you have a balance due on any PokitDok account, you agree that PokitDok may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
3.4 Account Keys. For certain versions or features of the Service, PokitDok may require you to obtain and use an alphanumeric key or cryptographic key that is uniquely associated with your PokitDok Platform Account and the use of the Service. You must obtain and use any required key in accordance with these Platform Terms and the API Documentation.
3.5 Your Passwords and Account Security. You agree that you will be solely responsible to PokitDok for your use of the Service. If you become aware of any unauthorized use of your password, your PokitDok Platform Account, or your key(s), you agree to notify PokitDok immediately.
You acknowledge and agree that PokitDok (or PokitDok's licensors and their suppliers, as applicable) own all legal right, title and interest in and to the Service and Content (defined in Section 6.1(b)), including any intellectual property rights that subsist in the Service and Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
You agree to use the Service only for purposes:
(a) that are permitted by the Platform Terms (including the licenses in Section 6);
(b) that are permitted by any applicable third party contract, law, or regulation in the relevant jurisdictions; and
(c) that comply with all applicable policies or guidelines made available by PokitDok, including in the API Documentation.
U.S. Law Restrictions. You may not use the Service and may not accept the Platform Terms if you are a person barred from using the Service under the laws of the United States.
(a) "Brand Features" means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.
(b) "Content" means any content provided through the Service (whether created by PokitDok or its third- party licensors), including provider data and price data, or any other content.
(c) "API Implementation" means your software application or website that uses the API(s) to obtain and display Content in conjunction with Your Content, according to these Platform Terms.
(d) "Your Content" means any content that you provide to PokitDok through the PokitDok Platform, use of the Service and in your API Implementation, including data, images, video, or software. Your Content does not include the Content.
6.2 Service License. Subject to these Platform Terms (including but not limited to Section 7 (License Requirements) and Section 8 (License Restrictions)), PokitDok gives you a personal, worldwide, royalty-free, non-transferable, non-assignable and non-exclusive license to use the Service as provided by PokitDok, in the manner permitted by these Platform Terms.
6.3 Open Source Software. Your use of the Service may be subject to certain open source license terms, which will be presented to you before you access the Service.
6.4 Content License. Subject to these Platform Terms (including but not limited to Section 7 (License Requirements) and Section 8 (License Restrictions)), PokitDok gives you a personal, worldwide, royalty-free, non-transferable, non-assignable, and non-exclusive license to access, use, publicly perform and publicly display the Content in your API Implementation, as the Content is provided in the Service, and in the manner permitted by these Platform Terms. Specifically, you understand the following:
Certain Content is provided under license from third parties, including the American Medical Association (the "AMA"), and is subject to copyright and other intellectual property rights owned by or licensed to the AMA or such third parties. You may be held liable for any unauthorized copying or disclosure of this Content.
6.5 Brand Features License.
(a) Grant. Subject to these Platform Terms (including but not limited to Section 7 (License Requirements) and Section 8 (License Restrictions)), PokitDok gives you a personal, worldwide, royalty-free, non-transferable, non-assignable, non-sublicenseable, and non-exclusive license to display PokitDok's Brand Features solely for the purpose of promoting or advertising your authorized use of the Service in accordance with this Section and for the purpose of fulfilling your obligations under the Platform Terms.
(b) Restrictions. In using PokitDok Brand Features, you will not:
(i) display a PokitDok Brand Feature in any manner that implies a relationship or affiliation with, sponsorship, or endorsement by PokitDok, other than your use of the Service, or that can be reasonably interpreted to suggest editorial content has been authored by, or represents the views or opinions of, PokitDok or PokitDok personnel;
(ii) display a PokitDok Brand Feature in your API Implementation or on your site if your API Implementation or site contains or displays adult content or promotes illegal activities, gambling, or the sale of tobacco or alcohol to persons under 21 years of age;
(iii) have the PokitDok logo as the largest logo in your API Implementation or on your website;
(iv) display a PokitDok Brand Feature as the most prominent element in your API Implementation on any page of your website;
(v) display a PokitDok Brand Feature in a manner that is misleading, defamatory, infringing, libelous, disparaging, obscene or otherwise objectionable to PokitDok;
(vi) use PokitDok Brand Features to disparage PokitDok, its products, or the PokitDok Services;
(vii) display a PokitDok Brand Feature in your API Implementation or on a site that violates any law or regulation; or
(viii) remove, distort or alter any element of a PokitDok Brand Feature (this includes squeezing, stretching, inverting, discoloring, etc.).
(c) No Further License Grant; No Challenges. Except as set forth in this Section, nothing in these Platform Terms will grant or will be deemed to grant you any right, title or interest in or to PokitDok's Brand Features. All use by you of PokitDok's Brand Features (including any goodwill associated therewith) will inure to the benefit of PokitDok. To the maximum extent permitted by applicable law, the following will apply: at no time while you have a PokitDok Platform Account will you challenge or assist others to challenge the Brand Features of PokitDok or the registration thereof by PokitDok, nor will you attempt to register any Brand Features (including domain names) that are confusingly similar to those of PokitDok in any way (including but not limited to sound, appearance and spelling).
6.6 Proprietary Rights Notices. You agree that you will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices, Terms of Service links, or Brand Features) that may be affixed to or provided through the Service. Where such notices are not affixed within the Service, you agree to display such notices according to the API Documentation.
6.7 Determination of Compliance. PokitDok reserves the sole right and discretion to determine whether your use of the Service, Content, and Brand Features is in compliance with these Platform Terms.
PokitDok's licenses above are subject to your adherence to the following requirements:
If you develop an API Implementation for use by other users, you must:
(c) protect the privacy and legal rights of those users as follows:
(a) Content provided to you through the Service may contain the one of more Brand Features of PokitDok, its partners, or other third party rights holders of content indexed by PokitDok. When PokitDok provides this attribution, you must display it as provided through the Service or as described in the API Documentation and may not delete or in any manner alter these Brand Features.
(b) You agree to include and display the "powered by PokitDok" attribution (and/or any other attribution(s) required by PokitDok as described in the APIs Documentation) conspicuously on the page, in close proximity and adjacent to the Service search box and PokitDok search results. If you use the standard PokitDok search control, or the standard PokitDok search control form, this attribution will be included automatically, and you agree not to modify or obscure this automatically-generated attribution.
(c) You understand and agree that PokitDok has the sole right and discretion to determine whether your attribution(s) are in compliance with the above requirements.
7.3 Responsibility for Breaches. You agree that you are solely responsible for (and that PokitDok has no responsibility to you or to any third party for) any breach of your obligations under these Platform Terms and for the consequences of any such breach (including any loss or damage that PokitDok may suffer).
Except as expressly permitted under these Platform Terms, or unless you have received prior written authorization from PokitDok (or, as applicable, from the provider of particular Content), PokitDok's licenses above are subject to your adherence to all of the restrictions below.
8.1 Restrictions on How You May Use the API(s). Except as explicitly permitted in Section 6 (Licenses from PokitDok to You) or the API Documentation, you must not (nor may you permit anyone else to) do any of the following:
8.1.1. General Restrictions.
(a) No Access to API(s) except through the Service. You must not access or use the API(s) or any Content through any technology or means other than those provided in the Service, or through other explicitly authorized means PokitDok may designate.
(b) No Hiding of Identity. You must not hide or mask from PokitDok the identity of your API Implementation as it uses the Service, including by failing to follow the identification conventions listed in the APIs Documentation.
(c) No Reverse Engineering. You must not attempt to reverse engineer or decompile the Services or any component, or attempt to create a substitute or similar service through use of or access to the Services, unless this is expressly permitted or required by applicable law.
(d) No Modification of Search Results. You must not modify, reorder, augment or manipulate search results in any way unless you indicate to the user that this has occurred.
(e) No Modification of Links. You must not modify, replace, obscure, or otherwise hinder the functioning of links to PokitDok or third party websites provided in the Content.
8.1.2 Restrictions against Data Export or Copying.
(a) No Unauthorized Copying, Modification, Creation of Derivative Works, or Display of the Content. You must not copy, translate, modify, or create a derivative work (including creating or contributing to a database) of, or publicly display any Content or any part thereof except as explicitly permitted under these Platform Terms. For example, the following are prohibited:
(i) creating mailing lists or telemarketing lists based on the Content; or
(ii) exporting, writing, or saving the Content to a third party's location-based platform or service.
(b) No Pre-Fetching, Caching, or Storage of Content. You must not pre-fetch, cache, or store any Content.
(c) No Mass Downloads or Bulk Feeds of Content. You must not use the Service in a manner that gives you or any other person access to mass downloads or bulk feeds of any Content, including but not limited to the names, identities, addresses or rates for or descriptions of services offered by, healthcare providers.
8.2 Restrictions on the Types of Applications that You are Permitted to Build with the API(s). Except as explicitly permitted in Section 6 (Licenses from PokitDok to You) or the API Documentation, you must not (nor may you permit anyone else to) do any of the following:
(a) No "Wrapping." You must not create or offer a "wrapper" for the Service, unless you obtain PokitDok's written consent to do so.
9.2 Marketing License. You grant to PokitDok a worldwide, royalty-free, non-transferable, and non-exclusive license to use Your Brand Features and Your Content to publicize or advertise that you are using the Service (for example, by using your marks in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your website), or by creating marketing or advertising materials that show screenshots of the Service in which Your Content is featured).
9.3 Authority to Grant Licenses. You represent and warrant to PokitDok that you have all the rights, power and authority necessary to grant the above licenses.
10.1 These Platform Terms will continue to apply until terminated by either you or PokitDok as set out below.
10.2 You may terminate your legal agreement with PokitDok by terminating your PokitDok Platform Account and removing the API(s) code from your API Implementation.
10.3 PokitDok reserves the right to terminate these Platform Terms or discontinue the Service or any portion or feature for any reason and at any time without liability or other obligation to you, except as described under Section 34.
10.4 Nothing in this Section will affect PokitDok's rights regarding provision of the Service under Section 3 (Provision of Service By PokitDok) of these Platform Terms.
10.5 You shall be liable for all fees due for use of the Service through the effective termination date. You must cease all use of the Service (including but not limited to the API's) as part of your API Implementation as of the effective termination date.
10.6 When this legal agreement comes to an end, those provisions of these Platform Terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to: Sections 5 (PokitDok's Proprietary Rights); 10.4 and 10.5 (Terminating this Agreement); 11 (Exclusion of Warranties); 12 (Limitation of Liability); 13 (Indemnity); and 17 (General Legal Terms).
11.1 NOTHING IN THESE PLATFORM TERMS WILL EXCLUDE OR LIMIT POKITDOK'S WARRANTY OR LIABILITY FOR LOSSES THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF LOSS OR DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS THAT ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU, AND POKITDOK.S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
11.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE AND THE CONTENT IS AT YOUR SOLE RISK AND THAT THE SERVICE AND THE CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." IN PARTICULAR, POKITDOK, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS AND THEIR SUPPLIERS, DO NOT REPRESENT OR WARRANT TO YOU THAT:
(a) YOUR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS;
(b) YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR;
(c) THE INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICE WILL BE ERROR-FREE, ACCURATE OR RELIABLE; AND
(d) DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICE WILL BE CORRECTED.
11.3 ANY CONTENT OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE, LOSS OF DATA, OR ANY OTHER DAMAGE OR INJURY THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH CONTENT.
11.4 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM POKITDOK, OR THROUGH OR FROM THE SERVICE OR CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE PLATFORM TERMS.
11.5 POKITDOK, ITS LICENSORS, AND THEIR SUPPLIERS FURTHER EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
12.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, POKITDOK, ITS SUBSIDIARIES, AND AFFILIATES, AND POKITDOK'S LICENSORS AND THEIR SUPPLIERS, WILL NOT BE LIABLE TO YOU FOR:
(a) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING, BUT NOT BE LIMITED TO: CONTRACT, TORT, COMMON LAW, OR STATUTORY DAMAGES; ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS); OR
(b) ANY LOSS OR DAMAGE AS A RESULT OF:
(i) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES;
(ii) ANY CHANGES THAT POKITDOK MAY MAKE TO THE SERVICE, OR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICE (OR ANY FEATURES WITHIN THE SERVICE);
(iii) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICE;
(iv) YOUR FAILURE TO PROVIDE POKITDOK WITH ACCURATE ACCOUNT INFORMATION; OR
(v) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.
12.2 POKITDOK'S AGGREGATE LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNTS PAID BY YOU TO POKITDOK UNDER THESE PLATFORM TERMS
12.3 THE LIMITATIONS ON POKITDOK'S LIABILITY TO YOU IN THIS SECTION 12 WILL APPLY WHETHER OR NOT POKITDOK, ITS SUBSIDIARIES, AFFILIATES, LICENSORS OR THEIR SUPPLIERS HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES.
13.1 You hereby agree to defend, indemnify, and hold PokitDok, its officers, directors, agents, affiliates, strategic partners, licensors and their suppliers ("the Indemnified Parties") harmless from and against any third party claim or liability arising out of:
(a) your use of the API(s) in breach of these Platform Terms or applicable policies;
(b) your API Implementation;
(c) any use by users of your API Implementation;
(d) any claim that your API Implementation or Your Content violates any applicable law, including but not limited to any claim that your API Implementation infringes the rights of a third party.
13.2 You will cooperate as fully as reasonably required in the defense of any claim. PokitDok reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You acknowledge that damages for improper use of the API(s) may be irreparable; therefore, PokitDok is entitled to seek equitable relief, including but not limited to preliminary injunction and injunction, in addition to all other remedies.
14.1 Notices. You agree that PokitDok may provide you with notices, including those regarding changes to these Platform Terms, by email, regular mail, or postings on the Service.
14.2 No Waiver. You agree that if PokitDok does not exercise or enforce any legal right or remedy available to it under these Platform Terms (or any applicable law), PokitDok will not be deemed to have waived its rights or remedies, and those rights and remedies will still be available to PokitDok. Any waiver of any provision of these Platform Terms will be effective only if PokitDok expressly states in a signed writing that it is waiving a specified provision of these Platform Terms.
14.3 Severability. If any court of law that has jurisdiction rules that any provision of these Platform Terms is invalid, then that provision will be removed from these Platform Terms without affecting the rest of the Platform Terms. The remaining provisions of these Platform Terms will continue to be valid and enforceable.
14.4 Third Party Beneficiaries. You acknowledge and agree that each member of the group of companies of which PokitDok is the parent, and each of the Indemnified Parties, will be third party beneficiaries to these Platform Terms and that such other companies will be entitled to directly enforce, and rely upon, any provision of these Platform Terms that confers a benefit on (or rights in favor of) them. Other than this, no other person or company will be a third party beneficiary to these Platform Terms.
14.5 Assignment. These Platform Terms may be assigned by PokitDok and will inure to the benefit of PokitDok, its successors, and assigns.
14.6 Governing Law and Jurisdiction; Injunctive Relief. These Platform Terms, and your relationship with PokitDok under these Platform Terms, are governed by the laws of the State of California, USA, without regard to its conflict of laws provisions. You and PokitDok agree to submit to the exclusive, personal jurisdiction of the federal or state courts of San Mateo County, California, USA, to resolve any legal matter arising from or related to these Platform Terms. Notwithstanding this, you agree that PokitDok will be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
14.7 Complete Agreement. These Platform Terms constitute the whole legal agreement between you and PokitDok in connection with, and govern your use of, the Service and Content. These Platform Terms completely replace and supersede any prior agreements between you and PokitDok, written or oral, in connection with the Service and Content.