MediRecords API Terms of Use
AsteRx Pty Ltd (trading as MediRecords) ABN 18 102 519 979 (MediRecords, we, us, our) operates the MediRecords Platform. This document (Terms) sets out the terms and conditions that govern the use of MediRecords’ API and associated documentation, to allow users and developers to develop their applications to interface with the MediRecords Platform. Please read these Terms carefully.
If these Terms are reproduced or incorporated by reference in an agreement between you and MediRecords, then you are bound by these Terms when you enter into that agreement. If these Terms are presented to you on our website, then you agree to be bound by these Terms by clicking on the “I accept” button or checkbox (or similar). If you do not agree to these Terms, you are not permitted use the API, Documentation or MediRecords Code. In these Terms, “you” refer to entity or person who accepts or is bound by these Terms.
If you have entered into a separate agreement with MediRecords that relate to access and use of the API, Documentation and MediRecords Code, these Terms will not modify or amend that separate agreement, and to the extent of any inconsistencies between the separate agreement and these Terms, the separate agreement will prevail.
1. Definitions
1.1 API means the application programming interface of the MediRecords Platform that can be accessed via the issued API key from time to time;
1.2 API Key means the app key, access token or any other forms of access credentials used to interface with the MediRecords Platform through the API;
1.3 Application means any software application, interface, integration, customisation and the like developed by or on behalf of you that interfaces with the MediRecords Platform through the API;
1.4 Documentation means any documentation relating to the API released by MediRecords from time to time;
1.5 End User means the end user of the Application, which may be you, or the licensee of your Application;
1.6 Intellectual Property Rights means patents (including patent applications), registered designs, trade marks (whether registered or otherwise), copyright, database rights, design rights and other intellectual property rights, including in other jurisdictions that grant similar rights;
1.7 Laws includes any requirement of any statute, rule, regulation, proclamation, order in council, ordinance or bylaw whether Commonwealth, State, Territorial or local;
1.8 MediRecords Code means sample code, reference code and associated documentation relating to the use of the API provided by MediRecords from time to time. It does not include the core MediRecords application code, internal API’s, compiled code, databases, schema’s and related supporting applications and services ;
1.9 MediRecords Platform means the online products and services operated by MediRecords from time to time;
1.10 MediRecords Intellectual Property means all Intellectual Property Rights owned or licensed by MediRecords;
1.11 Personal Information means all “personal information”, “health information” and “credit reporting information” (as defined by Privacy Laws); and
1.12 Privacy Laws means all laws and regulations in Australia relating to data privacy including the Privacy Act 1988 (Cth) and applicable State and Territory legislation.
2. API Key
2.1 You must have an API Key in order to interface with MediRecords Platform using the API. MediRecords will issue one or more API Keys to you. You must keep the API Keys secure and confidential, and implement the API Keys in your Applications in accordance with the Documentation. You must promptly notify MediRecords if you reasonably consider that any of your API Keys is compromised.
2.2 The API Key issued to you is used to identify your use of the MediRecords Platform using the API. You are entirely responsible for any use of the MediRecords Platform by means of any API Key issued to you, and all applications that interface with MediRecords Platform with the API Key are deemed to be your Applications.
2.3 You hereby indemnify MediRecords from and against any claims, liability, damage or expense that MediRecords may suffer as a result of any misuse of any API Keys issued to you that have not been revoked by MediRecords.
3. Your rights
3.1 Licence to API, Documentation and MediRecords Code
Subject to these Terms, MediRecords grants you a limited, non-exclusive and non-transferable right: (1) to use and implement the API in your Application, in accordance with the Documentation, for the purpose of allowing your Application to access or interface with the MediRecords Platform; and (2) to copy, modify, reproduce the MediRecords Code in your Application as is reasonably required for your Application to access or interface with the MediRecords Platform.
3.2 Use of software developer
You may authorise a software developer to exercise the rights granted to you under clause 3.1, but only for the purpose of the software developer assisting you in developing, supporting or maintaining your Application. You are responsible for the acts and omissions of your software developer.
3.3 Distribution and licensing of Application
If you wish to distribute and license your Application, you are solely responsible for your own relationship and agreements with your End Users regarding their use of your Application. You are solely responsible for supporting and maintaining your Application, including with respect to any MediRecords Code that you incorporate in your Application.
3.4 Use of API to interface with MediRecords Platform
(1) Subject to these Terms, your Application may interface with the MediRecords Platform in accordance with the Documentation.
(2) You must ensure that your Application respects all usage, call and other limits relating to the interface as set out in the Documentation or notified by MediRecords from time to time.
3.5 No right to use the MediRecords Platforms under these Terms
These Terms do not grant any licence or access right to use the MediRecords Platforms. All uses of the MediRecords Platforms, including through the Application, are governed by separate customer agreement between MediRecords and the End User.
4. Exchange of data
4.1 Your Application may, through the API, allow the End User to exchange data (including Personal Information) with the MediRecords Platform as part of the ordinary operation of your Application. For clarity, MediRecords does not authorise you to extract or collect any data from the MediRecords Platform under these Terms, and MediRecords does not agree to hold or store any of your data under these Terms.
4.2 You must ensure that: (1) all such exchange of data complies with all applicable Law and, where required by applicable Law, with the consent of the applicable data subjects; (2) your Application only exchanges data with the MediRecords Platform in accordance with the instructions of the End User (which instructions may be implied through the operation of your Application); (3) your Application only extracts and processes the minimal amount of data from the MediRecords Platform as are required for your Application to perform the applicable function properly; and (4) if your Application holds or stores any data extracted from the MediRecords Platform, such data is protected by reasonable security measures, and in any case in accordance with the Documentation.
4.3 All data that is imported to the MediRecords Platform through your Application will be treated as data of the application End User, and governed by the agreement between MediRecords and the End User.
4.4 Permitted Use: You are authorised to use the API solely for the purpose of facilitating real-time information exchange between your Application and our services. The API is intended to support real-time data access and interactions that enhance the licensee’s operational efficiency and user experience.
4.5 Restrictions on Use:
(1) Bulk Import/Export: You are expressly prohibited from using the API for the bulk import or export of data. This includes, but is not limited to, the mass retrieval or insertion of data in a manner that bypasses the intended real-time data exchange use case of the API.
(2) Data Migration and Reporting: The use of the API for the purposes of data migration or for generating bulk reports is strictly forbidden. The API is not designed for large-scale data transfer or for the aggregation of data for reporting purposes.
5. Your obligations
5.1 You are solely responsible for your use of the API, Documentation and MediRecords Code, including any Applications that you develop. You must not do any of the following in the use API, Documentation and MediRecords Code or in your Application:
(1) impersonate anyone or any other applications;
(2) bypass (or attempt to bypass) any security mechanisms or usage limits imposed by MediRecords Platform;
(3) harvest or collect any Personal Information (except with the express permission of the applicable End User and data subjects);
(4) knowingly transmit or permit the transmission of any computer virus or other harmful data, code or material;
(5) interfere with proper operation of the MediRecords Platform or its use;
(6) provide access or links to any material which infringes the Intellectual Property Rights of another person;
(7) copy or reverse-engineer any part of the MediRecords Platform;
(8) create an alternative application interface to the MediRecords Platform; and
(9) create a service or product that is substantially similar to the MediRecords Platform.
5.2 You must comply with all applicable Laws when exercising your rights or performing your obligations under these Terms, and must ensure that your Application complies with all applicable Laws and does not infringe any third party Intellectual Property Rights.
5.3 MediRecords may, but is not obliged to, monitor the usage of the MediRecords Platform through the API, and may, in its absolute discretion and without liability to you, suspend the access to the MediRecords Platform by one or more of your Applications from time to time if, in the reasonable opinion of MediRecords: (1) you or your Applications are in breach of these Terms; (2) your Applications are interfering with the MediRecords Platform; or (3) suspension is necessary to prevent or address a security vulnerability or cyber incident affecting the MediRecords Platform or your Applications. MediRecords will notify you of the suspension and will lift the suspension when the event giving rise to the suspension has been resolved to the satisfaction of MediRecords.
6. Support
6.1 MediRecords may provide you with reasonable technical support in relation to the use of the API but is not obliged to do so, and is similarly under no obligation under these Terms to update or correct any errors in the API, Documentation, MediRecords Code or MediRecords Platform.
6.2 MediRecords is not responsible for supporting or maintaining any Application.
7. Modifications
7.1 MediRecords may from time to time vary the API, Documentation, MediRecords Code and MediRecords Platform (Modifications). MediRecords will endeavour to give reasonable prior notice of any material Modifications by posting them on our website, but reserves the right to make Modifications without prior notice.
7.2 You acknowledge that Modifications may not be compatible with your Applications, and that you may need to modify your Applications to maintain the compatibility with the Modifications. You are responsible for implementing such changes to your Applications at your own costs.
7.3 You acknowledge and agree that you develop Applications and implement the API at your own risk, without relying on any representations made about the Modifications that may or may not be made, and agree that MediRecords is not liable to you for any Modifications.
8. Intellectual Property Rights
8.1 As between you and MediRecords, MediRecords owns all rights, title, and interest, including all Intellectual Property Rights, in and to the API, Documentation, MediRecords Code and MediRecords Platform. Except for the limited rights granted under clause 3, all other rights are reserved by MediRecords, and nothing in these Terms transfers any right or title to, or interest in, any MediRecords Intellectual Property to you.
8.2 You acknowledge and agree that you are not obligated to provide any suggestions, ideas, comments, recommendations or other feedback (collectively Feedback) but in the event that you do so, such Feedback will be owned by MediRecords (and you assign such Feedback to MediRecords). MediRecords may, at its sole discretion, implement and exploit such Feedback without any restriction or obligation to you.
8.3 You will retain any Intellectual Property Rights subsisting in your Applications (except for any MediRecords Intellectual Property incorporated in your Applications).
8.4 You acknowledge that MediRecords may independently create solutions, features and systems that may resemble or provide similar functionalities as your Applications, and nothing in these Terms prohibits MediRecords from doing so.
8.5 MediRecords may, on its website or marketing materials, refer to your name and branding as an organisation that integrates with the MediRecords Platform. If you wish to use or refer to MediRecords in your Application or your marketing materials, you must obtain MediRecords’ prior approval.
9. Confidential Information
9.1 MediRecords may provide certain information to you under these Terms that is confidential to MediRecords (Confidential Information). Confidential Information includes any information which:
(1) has been marked confidential or proprietary;
(2) MediRecords has indicated is of a confidential nature; and
(3) due to its character you should reasonably treat as confidential.
9.2 The Documentation and MediRecords Code are Confidential Information.
9.3 You must keep all Confidential Information secure and confidential, and must not use or disclose the Confidential Information other than for the purpose of these Terms.
10. MediRecords' liability
10.1 To the maximum extent permitted by Law and subject to clause 10.2, MediRecords disclaims and excludes any warranty, representation or undertaking as to the purpose for which the API, MediRecords Code, Documentation and MediRecords Platform may be suitable. In particular and without limitation, MediRecords disclaims and excludes all representations and warranties that:
(1) the API, MediRecords Code, Documentation or MediRecords Platform is error-free, has no defects or free from malicious code or computer virus;
(2) any part of the API or MediRecords Platform will remain available for any period of time;
(3) access to the MediRecords Platform through the API will be uninterrupted or error free; or
(4) MediRecords Platform will meet your Applications’ requirements or is or will remain compatible with your Applications.
10.2 All statutory or implied conditions, guarantees and warranties are excluded by MediRecords to the maximum extent permitted by applicable Law. To the extent permitted by Law, where liability under any condition, guarantee or warranty which cannot legally be excluded but can be validly limited, such liability is limited to:
(1) in the case of goods (including the Documentation and MediRecords Code), the replacement of the goods or the supply of equivalent goods; the repair of the goods; the payment of the cost of replacing the goods or of acquiring equivalent goods; or the payment of the cost of having the goods repaired; and
(2) in the case of the services (including support provided by MediRecords), supplying the services again; or paying the cost of having the services supplied again.
10.3 To the maximum extent permitted by applicable Law: (1) MediRecords is not liable under contract, tort or otherwise in any circumstances for any indirect, economic, special or consequential loss or damage, or in any event for any loss of revenue, loss of production, cost of delay, loss of opportunity, loss of use, loss of profit, loss of anticipated savings or loss of data; and (2) MediRecords’ aggregate liability on any basis and in any circumstances (including liability for negligence) arising out of or in connection with these Terms, the API, Documentation, MediRecords Code and MediRecords Platform, will not exceed, and is expressly limited to $1,000. This clause 10.3 does not apply to liability resulting from fraud or death, personal injury or damage to tangible property caused by our breach of these Terms.
11 Your indemnity
11. Your indemnity
11.1 You indemnify MediRecords from and against any and all liability, costs, expenses, losses suffered or incurred by MediRecords arising out of or in connection with:
(1) any claim, action or proceedings brought against MediRecords by any third party relating to your Application, its interface with the MediRecords Platform or the data exchanged or collected by your Application;
(2) any claim, action or proceedings brought against MediRecords by any third party relating to the collection, processing, storage or security of any data collected, processed or stored on your Application;
(3) any breach of Privacy Law by you; and
(4) any wilful breach of these Terms by you.
12. Termination
12.1 You may at any time terminate these Terms at any time by notifying MediRecords.
12.2 MediRecords may terminate these Terms: (1) by giving you at least 3 months prior notice if MediRecords intends to withdraw the API; (2) for convenience at any time by giving at least 12 months prior notice; or (3) by giving you immediate notice if you are in breach of these Terms and fails to remedy the breach within 14 days of notice from MediRecords requiring remedy.
12.3 MediRecords may terminate these Terms if you fail to pay any outstanding fees in relation to this service without notice
12.4 Upon termination of these Terms, all rights granted to you will terminate, and you must: (1) cease using the API, Documentation and MediRecords Code; (2) remove the API implementation from your Applications so that they no longer attempt to access the MediRecords Platform; and (3) securely destroy all copies of materials that contain MediRecords Intellectual Property or Confidential Information. MediRecords may immediately revoke all API Keys issued to you on termination of these Terms, and block all access to the MediRecords Platform from your Applications.
12.5 Clauses 1, 8, 9, 10, 11, 12 and 13, and all other provisions that, by their nature, are intended to survive termination, will survive termination of these Terms.
13. Changes to these Terms
13.1 You acknowledge that the MediRecords Platforms may change from time to time, and that these Terms may also need to be amended. To the extent permitted by Law, MediRecords may vary these Terms from time to time.
13.2 Changes made by MediRecords to these Terms will be binding on you as follows:
(1) for minor changes that are trivial (such as correction of errors etc), immediately upon MediRecords posting these Terms on its website or giving you a copy;
(2) for changes that relate to new features or functionalities of the API or MediRecords Platforms, when you utilise those new features or functionalities;
(3) for all other changes, MediRecords will give you at least 30 days prior notice of the change, during which you may elect to terminate these Terms if you do not agree to them. Following the notice period, the changes will be binding on you; and
(4) MediRecords may, from time to time, require you to confirm your acceptance of the updated Terms in order to continue to use the API.
14. General
14.1 If anything in these Terms is unenforceable, illegal or void, or shall be held by a court of competent jurisdiction to be so, then it is severed and the rest of the Terms remain in force.
14.2 MediRecords’ failure to exercise any power or right under these Terms does not operate as a waiver of that power or right by MediRecords.
14.3 You may not assign or otherwise deal with these Terms except with the prior written consent of MediRecords.
14.4 In these Terms, reference to “including” and similar expressions are not words of limitation, and headings are for convenience only and do not form part of these Terms or affect their interpretation.
14.5 The law of the State of New South Wales governs this Agreement. MediRecords and you submit to the non-exclusive jurisdiction of the courts of the State of New South Wales and of the Commonwealth of Australia.