You must accept this Tebra Terms of Use (“Agreement”) in order to use the Tebra public Application Programming Interface (“API”). This Agreement describes your rights and your obligations if you use the Tebra API. It is important that you read the Agreement carefully because you will be legally bound to these terms and your use of the Tebra API is subject to this Agreement. By accepting this Agreement or by accessing or using the Tebra API, you agree to be bound by this Agreement.

If you are entering into this Agreement on behalf of a company or other legal entity (“Entity”), you represent that you have the authority to bind such Entity to this Agreement. In that case, the terms “you” or “your” shall also refer to such Entity. If you do not have such authority, or if the Entity does not agree to be bound by this Agreement, the Entity and you may not use the Tebra API. You acknowledge that this Agreement is a contract between you and Tebra, even though it is electronic and is not physically signed by you and Tebra.

a) Application: Any software application, website, or product you create, or service you offer, using the Tebra API; b) API Documentation: The documentation, data and information that Tebra provides regarding use of the Tebra API through the Tebra API Integration User Guide, available at https://helpme.tebra.com/01_Kareo_PM/12_API_and_Integration/01_Get_Started_with_Kareo_API_Integration/Kareo_API_Integration_User_Guide; c) Developer Site: Tebra’s MACRA information and tools for developers is found at https://www.tebra.com/tebra-resources/macra-mips/; d) Tebra API: The publicly available Tebra Application Programming Interface (“API”) as well as the related API Documentation; e) Tebra Brand: The Tebra brand and brand assets, including names, logos, trade names and trademarks.

Tebra hereby grants you a revocable, limited, personal, non-sublicensable, non-exclusive, and non-transferable license to use the API to develop, test, and support your Application, and to integrate the Tebra API with your Application. Your license is subject to the limitations set forth in Section 4 and Section 9 below.

4.1 You may not use the Tebra API in a manner that accesses or uses any information beyond what Tebra allows under this Agreement or the API Documentation; that changes, breaks or circumvents any of Tebra’s technical, administrative, process or security measures; that disrupts or degrades the performance of the Tebra API; or that tests the vulnerability of Tebra’s systems or networks.

4.2 You may not transmit any viruses or other computer programming that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system or data.

4.3 You may not attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how in the Tebra API or any portion thereof.

4.4You may not use the Tebra API to replicate or compete with core products or services offered by Tebra. You acknowledge and agree that Tebra has or may in the future offer products or services that are similar to your Application, and nothing will prevent Tebra from doing so.

4.5 You may charge for your Application. However, you may not sell, rent, lease, sublicense, redistribute, or syndicate access to the Tebra API.

4.6 You may place advertisements on and around your Application. However, you may not: a) place any advertisements that resemble or are reasonably likely to confuse users as being a message from Tebra; or b) use any content from Tebra in any advertisements or for purposes of targeting advertisements, in your Application or elsewhere.

4.7 You will not attempt to exceed or circumvent limitations on access, calls and use of the Tebra API, or otherwise use the Tebra API in a manner that request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of this Agreement or the Documentation.

4.8 You may not use the Tebra API in any Application that includes adult content, promotes gambling, involves the sale of tobacco or alcohol to persons under 21 years of age, or otherwise violates any applicable law or regulation.

4.9 You may not distribute or allow access to the Tebra API to anyone other than, if applicable, the Entity on whose behalf you entered into this Agreement.

5.1 The network, operating system and software of your web servers, databases, and computer systems (collectively, “Your Systems”) must be properly configured to securely operate your Application. Your Application must use reasonable security measures to protect your users’ information. You must not architect or select Your Systems in a manner to avoid the foregoing obligation.

5.2 You must promptly report any security deficiencies in, or intrusions to, Your Systems to Tebra in writing via email to [email protected] or subsequent contact information posted on the Tebra API Integration User Guide. You will work with Tebra to immediately correct any security deficiency, and will immediately disconnect any intrusions or intruder. In the event of any security deficiency or intrusion involving the Application, or the Tebra API, you will make no public statements regarding such deficiencies or intrusions (e.g., press, blogs, social media, bulletin boards, etc.) without prior written and express permission from Tebra in each instance.

As between you and Tebra, Tebra owns all right, title, and interest, including all intellectual property rights, in and to, the Tebra API, Documentation, and all elements and components thereof (collectively, the “Tebra Materials”). Except for the express license granted in this Agreement, Tebra does not grant you any right, title, or interest in or to the Tebra Materials. If you provide any feedback (“Feedback” is defined as any recommendations, enhancements, requests, suggestions or other similar activity) to Tebra regarding the Tebra API or Documentation, you hereby agree that Tebra will own any such Feedback and you hereby grant Tebra a perpetual, irrevocable, world-wide, and royalty-free license to use the Feedback for the purpose of improving and creating derivative works of Tebra API and Documentation.

7.1 This Agreement will go into effect on the date upon which you agree to it, by accessing or using the Tebra API, and will continue until terminated as set forth herein.

7.2 You may terminate this Agreement by discontinuing use of the Tebra API.

7.3 Upon termination of this Agreement:

7.3.1 All rights and licenses granted to you will terminate immediately.

7.3.2 You will promptly destroy Documentation and any other Tebra information in your possession or control that was received under this Agreement.

Tebra may change, add to or delete any portion of this Agreement and the Tebra API Integration User Guide in its sole discretion. If Tebra does so, it will provide you with reasonable notice prior to the changes either by emailing the email address associated with your account or by posting a notice on the Tebra API Integration User Guide. Your continued access or use of the Tebra API will mean that you agree to the changes.

9.1 NO WARRANTIES. THE TEBRA API AND ALL RELATED COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND TEBRA EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. YOU ACKNOWLEDGE THAT TEBRA DOES NOT WARRANT THAT THE TEBRA API WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE TEBRA API, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM TEBRA OR THROUGH THE TEBRA API INTEGRATION USER GUIDE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

9.2 LIMITATION ON LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL TEBRA BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, OR LOST DATA, OR (B) ANY MATTER BEYOND TEBRA’S REASONABLE CONTROL. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHICH MEANS THAT SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN THESE JURISDICTIONS, TEBRA’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

9.3 Indemnity. You agree to defend, hold harmless and indemnify Tebra, and its subsidiaries, affiliates, officers, agents, employees, and suppliers, from and against any third party claim arising from or in any way related to your or your users’ use of the Application or the Tebra API, or any violation of this Agreement, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, we will provide you with written notice of such claim, suit, or action.

Any claim, cause of action or dispute (“Claim”) arising out of or related to this Agreement shall be governed by the laws of the state of California, United States, regardless of your country of origin or where you access the Tebra API, and notwithstanding any conflicts of law principles and the United Nations Convention for the International Sale of Goods. You and Tebra agree that all Claims arising out of or related to this Agreement must be resolved exclusively in the courts located in the county of Orange, California or the U.S. District Court for the Central District of California. You and Tebra agree to submit to the personal jurisdiction of the courts located within the county of Orange, California or the Central District of California, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts for the purpose of litigating all such Claims. Notwithstanding the above, you agree that Tebra shall still be allowed to apply for injunctive remedies in any jurisdiction.

11.1 If any provision of this Agreement is found to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable to the maximum extent possible in order to effect the intention of the provision; if a term cannot be so modified, it will be severed and the remaining provisions of this Agreement will not be affected in any way.

11.2 You will comply with all applicable law, regulations and third-party rights (including, without limitation, HIPAA regulations and privacy laws).

11.3 Notice and Service of Process. We may notify you via postings on the Tebra API Integration User Guide or via the email address associated with your account. Tebra accepts service of process by mail or courier at the physical address of 2710 GATEWAY OAKS DRIVE, SACRAMENTO, CA 95833. Any notices that you provide without compliance with this section shall have no legal effect.

11.4 This Agreement and the API Documentation, constitute the entire agreement between you and Tebra regarding the Tebra API and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement.

11.5 Our failure to act with respect to a breach of this Agreement by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches.

Last Updated: March 1, 2023