Developer Portal Access Agreement

I am requesting access to the CarelonRx developer portal where I can access CarelonRx software development kit (“SDK”) and application programming interface (“API”) repository (the “Workspace”) for its white-labeled branding digital pharmacy platform. In exchange

  • I understand I will have an individual User ID and unique password to be used when accessing the Workspace. I affirm that I will not share my user credentials or otherwise permit other individuals to access the Workspace using my credentials.
  • I agree not to use any device, software or routine to interfere or attempt to interfere, or which has the effect of interfering, with the proper working of the Workspace or access by others to the Workspace. I further agree not to violate or attempt to violate the security of the Workspace, including, without limitation, (i) accessing data not intended for me or logging into a server or account that I am not authorized to access; (ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (iii) attempting to interfere with Workspace, host or network, including, without limitation, by way of submitting a virus to, or overloading, “flooding”, “spamming”, “mailbombing” or “crashing,” the Website; (iv) sending unsolicited email, including promotions and/or advertising of products related to Workspace; or (v) forging any TCP/IP packet header or any part of the header information in any email or posting.
  • I understand that CarelonRx may terminate my access to the Workspace at any time at CarelonRx’s sole discretion.
  • I understand that the Workspace and the SDK are confidential. I agree not to decompile, reverse engineer, disassemble, rent, lease, loan, sublicense, create derivative works from, copy, modify, reproduce, republish, or otherwise distribute or transmit the SDK.
  • I warrant that I will not use the Workspace or the SDK for any unauthorized or unlawful purpose.
  • No Liability. CarelonRx AND ITS LICENSORS AND SUPPLIERS (INCLUDING ALL PROVIDERS OF CONTENT FOR THIS APPLICATION AND THE WORKSPACE) SHALL NOT BE LIABLE TO YOU, UNDER ANY CIRCUMSTANCES OR UNDER ANY THEORY OF LIABILITY OR INDEMNITY, FOR ANY DAMAGES OR PENALTIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL INDIRECT, EXEMPLARY, PUNITIVE AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) IN CONNECTION WITH THE USE OR INABILITY TO USE THIS APPLICATION, THE WORKSPACE OR THE SDK, EVEN IF CarelonRx HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CarelonRx SHALL BE LIABLE TO YOU ONLY TO THE EXTENT OF ACTUAL DAMAGES INCURRED BY YOU. THE REMEDIES STATED FOR YOU IN THESE TERMS AND CONDITIONS ARE EXCLUSIVE AND ARE LIMITED TO THOSE EXPRESSLY PROVIDED FOR IN THESE TERMS AND CONDITIONS.
  • No Warranties. THE APPLICATION, THE WORKSPACE AND THE SDK ARE PROVIDED "AS IS." CarelonRx AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF THIRD PARTIES RIGHTS OR FITNESS FOR A PARTICULAR PURPOSE.
  • I acknowledge that, other than government works or other public domain materials, which may be in the Workspace, the Workspace may contain information, graphics, data and other material in addition to the SDK that are protected by copyrights, trademarks, trade secrets or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed.
  • I understand that CarelonRx hereby grants to me, solely for the purpose described for use of the Workspace and the SDK, a non-exclusive, non-transferable, non-sublicensable right to access and use the Workspace and the SDK. I understand that upon expiration or termination of this Agreement for any reason, the rights granted to me shall immediately revert to CarelonRx, and I shall immediately cease use of, and completely destroy or erase all copies of the SDK and any other Workspace content in my possession.
  • I agree to indemnify, defend and hold harmless CarelonRx and its affiliates, and their respective successors and assigns (and its and their respective officers, directors, employees, sublicensees, customers and agents) from and against (i) any third party claims and damages based upon a breach of any of my obligations under this Agreement; or (ii) any claim relating to any act, omission, negligence or willful misconduct on my part resulting in personal injury, death, or damage to property. This indemnification by me shall survive the termination of this Agreement.
  • I agree that, except as otherwise provided in this Agreement, all disputes that arise from or relate to this Agreement shall be decided exclusively by binding, non-appealable arbitration in Marion County, Indiana under the JAMS Comprehensive Arbitration Rules (the “Rules”), and that the arbitrator’s award shall be final, and may be filed with and enforced as a final judgment by any court of competent jurisdiction. I further agree that I will bear my own attorneys’ fees and my own costs and expenses (including filing fees), and will also bear one half of the total arbitrator’s and other administrative fees of arbitration.
  • I agree that, notwithstanding the foregoing, in any dispute concerning a breach of CarelonRx’s systems or confidential information, or my obligations with respect to CarelonRx’s intellectual property, CarelonRx may elect to have the dispute resolved by a court of competent jurisdiction located in Marion County, Indiana, and upon CarelonRx’s commencement of any such action, any arbitration then pending relating to a breach of CarelonRx’s systems or confidential information, or my obligations with respect to CarelonRx’s intellectual property, shall be stayed. Without limiting the generality of the foregoing, I acknowledges that irreparable injury may result to CarelonRx in the event that I fail to perform my obligations under this Agreement with respect to the security of CarelonRx’s systems, CarelonRx’s confidential information or CarelonRx’s intellectual property, and I agree that, in such event, CarelonRx shall be entitled, in addition to any other remedies and damages available to it, to seek interim injunctive relief to restrain the breach or compel the performance of this Agreement.
  • General. I agree that: (i) this Agreement shall be governed and construed in accordance with the laws of the State of Indiana without regard to the choice of law provisions of any jurisdiction; (ii) CarelonRx may without notice to me assign its rights and duties under this Agreement to any party at any time; (iii) failure to enforce or insist on strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right; (iv) neither the course of conduct between CarelonRx and me, nor trade practice, shall modify the provisions of this Agreement; (v) the invalidity or unenforceability of any provision shall not in any way affect the validity or enforceability of the rest of this Agreement; and (vi) this Agreement constitutes the entire agreement between me and CarelonRx regarding my use of the Workspace and the SDK, and it supersedes all prior agreements, representations, proposals and other communications with respect the Workspace and the SDK.
  • I further agree that by having access to the secure CarelonRx.com developer portal where I have access to the Workspace and the SDK, I fully agree with all aspects of this Access Agreement.