Arkansas Blue Cross and Blue Shield (ABCBS)¹ Interoperability API Developer Portal Terms and Conditions of Use

Last Updated: [July 1, 2021]

This Interoperability API Developer Portal Terms and Conditions of Use ("Agreement" or "Terms and Conditions of Use") is by and between USAble Mutual Insurance Company d/b/a Arkansas Blue Cross and Blue Shield, and its affiliates, USAble HMO, Inc. d/b/a Arkansas Blue Medicare, USAble PPO, Inc., d/b/a Arkansas Blue Medicare Plus and HMO Partners, Inc., d/b/a Health Advantage ("ABCBS" "us", "we" or "ABCBS Parties") and [APP DEVELOPER NAME HERE] ("Company" or "you"), which shall become effective when you begin to use the Service. By using the Service (including any access to the Service), you agree to be bound by this Agreement

Please read this Agreement carefully before using the ABCBS Interoperability API Developer Portal (the "Site") or any Service, information or data provided through or in connection with the Site. References to "Service" in this Agreement means your access and connection to and use of the application programming interfaces "APIs".

By using the Service, you affirm that you are of legal age to enter into this Agreement, you are authorized to legally bind the Company to this Agreement, and you are an authorized user of the Service as a representative from the Company.

Services Provided

ABCBS will provide you with access to documentation, registration services, developer sandbox services, and other developer services related to ABCBS's application programming interfaces - the "Patient Access API" and the "Provider Directory API" (together, the "APIs") - provided pursuant to the CMS Interoperability and Patient Access Final Rule (CMS-9115-F).

Accounts/Registration

In order to access the APIs, you will be required to provide certain information (including identification and contact details) as part of the registration process for the APIs, or as part of your continued use of the APIs. You represent and warrant that all registration information you give ABCBS is accurate, complete, and up to date. You must inform ABCBS promptly of any updates so that we can keep you informed of any changes to the Service or this Agreement, which may impact your usage of the Service.

Passwords, keys, tokens, and/or client IDs ("Developer Credentials") issued to you by ABCBS are intended to be used only by you and to identify any software which you are using with the APIs. You are responsible for maintaining the confidentiality of your Developer Credentials and agree not to provide them to any third party. You are responsible for all statements made and acts or omissions that occur while your Developer Credentials are being used with respect to the Service. You are responsible for any breach of security caused by your failure to maintain the confidentiality of your Developer Credentials. You agree to notify ABCBS immediately in the event of loss or theft of your Developer Credentials, or if you believe the confidentiality of your Developer Credentials has been compromised in any way, or in the event of your learning about a possible or actual unauthorized use of the Service.

You may only access (or attempt to access) each of the APIs by the means described in the documentation for that API. If ABCBS assigns you Developer Credentials, you must use them with the applicable APIs. ABCBS reserves the right to revoke your Developer Credentials and/or access to the APIs at any time without prior notice for your failure to comply with this Agreement where ABCBS reasonably determines that your access to the APIs would present an unacceptable level of risk to the security of ABCBS's application systems environment (the "Systems".

If you are granted production Developer Credentials for the APIs, you may only use those credentials with the application that is registered with ABCBS for production access. ABCBS may revoke your production Developer Credentials if you use or attempt to use them with another application or product that has not been registered with ABCBS for production access.

Usage Rules and Requirements

Subject to the terms and conditions of this Agreement and in accordance with the API documentation and applicable law, including the CMS Interoperability and Patient Access Final Rule (CMS-9115-F), you may only use (a) the Patient Access API to retrieve, with the approval and at the direction of an applicable ABCBS member or the member's personal representative, certain data, as applicable, concerning adjudicated claims, encounter data from capitated providers, formulary data, and certain clinical data, if ABCBS maintains any such data; (b) the Provider Directory API to retrieve, as applicable, certain ABCBS provider and pharmacy directory information; (c) the developer sandbox services to test your application's connection to the APIs.

You may not (a) access the APIs by means other than an application that has been registered with ABCBS to access the APIs, (b) decompile, disassemble, reverse engineer, or otherwise attempt to derive, reconstruct, identify, or discovery any source code, underlying ideas, or algorithms of the Service or API's by any means, except to the extent that the foregoing restriction is prohibited by applicable law, (c) remove any proprietary notices, labels, or marks from the Service. You agree to use the Service only for lawful purposes. You agree not to interrupt or attempt to interrupt the operation of the Service in any way. Any conduct by you that, as reasonably determined by ABCBS, restricts, inhibits, or interferes with the ability of any other user to use the Service (including by means of hacking or defacing any portion of the Service, or by engaging in spamming, flooding, or other disruptive activities) is prohibited. You must not transmit or otherwise make available through or in connection with the Service any virus, malware, worm, Trojan horse, Easter egg, time bomb, spyware, or other computer code, file, or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software, or equipment.

Your use of the APIs will be subject to certain limitations on access, requests, or use as set forth within this Agreement, the API documentation, or otherwise provided by ABCBS. These limitations are designed to protect the security of ABCBS's Systems, manage the load on the system, promote equitable access, and prevent abuse, and these limitations may be adjusted without notice, as reasonably determined by ABCBS. If ABCBS reasonably determines that you have attempted to exceed or circumvent these limits and ABCBS reasonably determines that such attempts would present an unacceptable level of risk to the security of ABCBS's Systems, your ability to use the APIs may be blocked. You agree ABCBS may monitor your use of the APIs to, for example, improve the Service or to ensure compliance with this Agreement and the API documentation.

You may not access, connect to, retrieve data from, or use in any way the Patient Access API except with the approval and at the direction of the applicable ABCBS member or the member's personal representative.

Proprietary Rights

As between you and ABCBS, ABCBS owns the Service, including the API's. Parts of the Service and API's are subject to trademark, service mark, copyright, and/or other intellectual property rights held by ABCBS and its suppliers and vendors. Any trademark or copyright notices may not be deleted or altered in any way. ABCBS's trademarks and copyrights may not be used without ABCBS's prior written consent. You acknowledge that these rights are valid and protected in all forms, media, and technologies existing now or hereinafter developed.

You may use the ABCBS API's solely for the purpose of developing applications and facilitating authorized interactions between ABCBS sites for you and/or your users. Subject to these Terms and Conditions of Use, ABCBS grants you a non-exclusive, non-transferable, non-sublicensable (except as expressly permitted herein) limited license to: (i) incorporate features into your application to facilitate interaction with ABCBS sites by you or your users, including, if applicable, the retrieval or provision of content to or from ABCBS; and (ii) rearrange, reorganize, display, or otherwise represent content within your application to enhance your or your users' interactions with ABCBS sites.

ABCBS retains all rights, title, and interest in and to the Service, Developer Portal, ABCBS Sites, APIs, data, and any and all services or property provided or made available by ABCBS, including all related improvements or modifications thereof, and all related derivative works. You retain all rights, title and interest in and to your application and your trademarks or service marks, excluding any portions that incorporate or are based on ABCBS property, including the Developer Portal, Service, ABCBS Sites, APIs, ABCBS data, and ABCBS marks. There are no implied licenses under these Terms and Conditions of Use, and any rights not expressly granted to you pursuant to these Terms and Conditions of Use are reserved by ABCBS. You agree to not take any action inconsistent with ABCBS's ownership of the Developer Portal, ABCBS Sites, APIs, ABCBS data, or ABCBS marks. Nothing in these Terms and Conditions of Use shall be deemed to grant to you or any other party any right in or to any patent, copyright, trademark, trade secret or other proprietary right of ABCBS.

Confidentiality

You will not use or disclose information ABCBS identifies as "Confidential Information" other than as permitted by this Agreement. If you experience a breach of Confidential Information, including member data ABCBS discloses to Company at the member's request, you must notify ABCBS immediately, cooperate with ABCBS in any investigation, and promptly take all reasonable measures to remedy such breach. In addition, if you become aware that your access to the API's and Service presents a risk to the security of ABCBS's Systems, you will immediately notify ABCBS. The parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized use or disclosure of Confidential Information, including member data ABCBS provides to Company, and that ABCBS will be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without obligation to post any bond. Any information provided by you to ABCBS is non-confidential. ABCBS has no duty, express or implied, to pay any compensation for the disclosure or use of any information you provide, and you agree that you are providing the same without any expectation of payment. Your confidentiality obligations will survive the termination of this Agreement.

Publicity

Except as expressly permitted by ABCBS, you may not issue a press release, advertisement, or public statement concerning your participation in the Service or these Terms and Conditions of Use, without the express written consent of ABCBS.

Privacy

Your submission of information through the Service is governed by our applicable Privacy Policy. ABCBS may disclose your information to comply with applicable rules, orders, subpoenas or other legal process, or in order to give information to any government agency or government official requesting such information.

You represent and warrant that your collection, storage, transmission, use and disclosure of any and all member data that you receive from ABCBS through the API, will comply with your privacy policy, applicable laws, and the instructions of your users.

If your privacy policy complies with the Privacy Principles set forth below, then click on the appropriate statement at the end of this Agreement. If your privacy policy DOES NOT comply with the Privacy Principles set forth below, then click on the appropriate statement at the end of this Agreement.

Privacy Principles:

• My App has a publicly available privacy policy, written in plain language, that has been affirmatively shared with the member prior to the member authorizing the App access to their health information. To ''affirmatively share'' means that the member must take an action to indicate s/he saw the privacy policy, such as click or check a box.
• My App's privacy policy includes, at a minimum, the following important information:
  • How a member's health information may be accessed, exchanged, or used by any person or other entity, including whether the member's health information may be shared or sold at any time (including in the future);
  • A requirement for express consent from a member before the member's health information is accessed, exchanged, or used, including receiving express consent before a member's health information is shared or sold (other than disclosures required by law or disclosures necessary in connection with the sale of the application or a similar transaction);
  • If an App will access any other information from a member's device; and
  • How a member can discontinue the App's access to his/her data and what the App's policy and process is for disposing of a member's data once the member has withdrawn consent.

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 Service.

Electronic Communications

When you send emails or other electronic messages to us or in connection with the Service, you are communicating with us electronically and consent to our review and analysis of such messages and to receive return communications, if any, from us electronically. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Disclaimer Of Warranty

Although ABCBS reserves the right to correct any errors, omissions, or inaccuracies, we do not represent that the Service will operate without interruption or error, nor do we provide any assurances of the availability or usability of the Service.

ABCBS and its suppliers and vendors disclaim all express or implied representations or warranties regarding the information, content, services, functionality, and any other resources available on or accessible through the service, including (without limitation) any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. All information, data service, products, merchandise, materials, functionality and other resources are made available "AS IS" and "AS AVAILABLE" without warranty of any kind.

Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall ABCBS or its suppliers or vendors, or its or their respective employees, officers, directors, agents, affiliates, suppliers, vendors, licensors, co-branders or partners (collectively, the "ABCBS 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 service, with the delay or inability to use the service, any defects in the service, or with the provision of, or failure to make available, data any information, services, products, materials, or other resources available on or accessible through the service, even if advised of the possibility of such damages.

ABCBS shall not be liable in any way to you or anyone else who may use the information or data or to whom the information or data may be furnished, for any delays, inaccuracies, unavailability, errors, or omissions therefrom or in the transmission or delivery of all or any part thereof or for any damage arising therefrom or occasioned thereby.

The operation of the service may be affected by numerous factors beyond ABCBS's control. The operation of the service, whether by ABCBS, its suppliers or its vendors, may not be secure. Security and privacy risks cannot be eliminated. Password protection and any other security measures may not prevent unauthorized access to materials you may use or allow other persons to use in connection with the service, including materials posted or submitted to the service.

You acknowledge and agree that the limitations set forth above are fundamental elements of this Agreement and the Service would not be provided to you absent such limitations.

Indemnification

You hereby agree to indemnify, defend, and hold the harmless the ABCBS Parties from any liability, loss, claim, and expense (including reasonable attorneys' fees) related to or arising out of your use of the content or the Service, or any materials that you submit, post, or transmit through the Service, your use of the Service, your connection to the Service, your violation of this Agreement, or your violation of any rights of another.

Third party resources

The Service may contain links to, or otherwise make available, third-party sites, services, products, information, data, materials, functionality, and/or other resources ("Third Party Resources"). These links and access are provided for your convenience and reference only. We do not control such Third-Party Resources and, therefore, we are not responsible for such Third-Party Resources, or any content posted on or made available by such Third-Party Resources. Be aware that ABCBS does not control, makes no guarantees about, and disclaims any express or implied representations or warranties about such Third-Party Resources, including without limitation the security of any materials, or the accuracy, relevance, timeliness, completeness, or appropriateness for a particular purpose of the information or the resources contained on or made available by such Third-Party Resources or any other Internet sites. We reserve the right to terminate such links or such access at any time. The fact that we offer such links or access should not be construed in any way as an endorsement, authorization, or sponsorship of such Third-Party Resources, or any content made available thereby. Because some Third-Party Resources employ automated search results or otherwise link you to Third Party Resources containing information that may be deemed inappropriate or offensive, we cannot be held responsible for the accuracy, copyright compliance, legality, or decency of material contained in or made available by Third-Party Resources, and you hereby irrevocably waive any claim against us with respect to such Third-Party Resources. Your use of any Third-Party Resources is subject to the Third-Party's terms, conditions, and policies applicable to such products, services, or materials (such as Terms of Service or Privacy Policies of the providers of such products, services or materials). ABCBS is not responsible for the privacy and security of any information you share with that Third-Party. When you elect to receive these services from a Third-Party, you agree to hold the ABCBS Parties harmless for any unauthorized use or disclosure of your personal information.

No Waiver Of Rights

ABCBS's failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

Choice of law, venue, and disputes

You agree that these Terms and Conditions of Use shall be governed by and construed in accordance with the laws of the State of Arkansas, without regard to choice of law rules. Any litigation arising out of or in connection with your use of the Service or these Terms and Conditions of Use shall be resolved exclusively in state or federal courts located in Pulaski County, Arkansas.

Other terms

No agency, partnership, joint venture, or employment relationship is created as a result of your use of the Service, and you do not have any authority of any kind to bind ABCBS in any respect whatsoever. These Terms and Conditions of Use, constitute the entire agreement between you and ABCBS regarding your use of the Service. You may be subject to additional terms and conditions that may apply when you use services of other parties affiliated with ABCBS, third-party content, or third-party software. These Terms and Conditions of Use are not assignable, transferable, or sublicensable by you, without ABCBS's prior written consent. If any part of these Terms and Conditions of Use is ruled to be unenforceable, then such part shall be eliminated or limited to the minimum extent necessary, and the remainder, including any revised portion, shall remain and be in full force and effect.

Modifications

We may update this Agreement by notifying you of such updates by any reasonable means, including by posting the updated Agreement to the Site. Any changes in updating this Agreement will not apply to any dispute between you and us arising prior to the date on which we posted the updated Agreement, or otherwise notified you of such updated Agreement. The "Last Updated" legend at the beginning of this Agreement 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 Service following any updates to this Agreement shall constitute notice and acceptance of any such updates.

Termination

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 Service and return or destroy your Developer Credentials and notify ABCBS accordingly. If you breach any provision of this Agreement that causes ABCBS to reasonably believe your continued use of the Service would present an unacceptable level of risk to the security of the ABCBS Systems, then you may no longer use the Service. Your use of the Service is at your sole risk.

ABCBS reserves the right to: (1) refuse to provide you with access to the APIs if ABCBS determines that your use violates this Agreement in a manner that would present an unacceptable level of risk to the security of the ABCBS's Systems; or (2) terminate or deny you access to and use of all or part of the APIs at any time if ABCBS reasonably determines that your access to the APIs would present an unacceptable level of risk to the security of ABCBS's Systems. In the event that ABCBS terminates or denies your access to the APIs, you may petition ABCBS to receive or regain access to the APIs by Contacting Us. If ABCBS determines that the circumstances that led to the denial or termination of your access to the APIs no longer exist, then ABCBS will provide or restore your access to the APIs.

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 Service (and any unauthorized further use of the Service); (b) any rights or licenses granted to us under this Agreement will survive such termination.

I represent and warrant that my company’s privacy policy complies with the privacy principles set forth in the “privacy” section of this agreement.
Or
My company’s privacy policy does not comply with the privacy principles set forth in the “privacy” section of this agreement.

[APP DEVELOPER SIGNTAURE HERE]