The following API Terms of Services (“API Terms”) govern the use of the application program interfaces (APIs) and related API documentation provided or made available by Optimal DX, an Oregon limited liability company (“ODX”, and such APIs and related documents, the “ODX API”). By requesting access to, accessing, or using the ODX API you are agreeing to be bound by all of the following terms and conditions. As used in these API Terms, “you”, “your”, and the like mean the company or other legal entity which you represent and which intends to use the ODX API. The individual requesting access to, accessing, or using the ODX API is representing and warranting to ODX that she, he, or they has the authority to bind the company or other legal entity which she, he, or they represent to these API Terms. If you do not agree to these API Terms, or do not have such authority to bind the company or other legal entity which you represent, then you may not access or use the ODX API.

ODX provides that certain functional blood chemistry analysis software as a service accessible for use at http://optimaldx.com (together with the ODX algorithms, technology infrastructure, hardware, databases, electronic systems (including database management systems) on which such software is stored or operates, collectively, the “ODX Platform”). The ODX API is intended to allow integration of your systems and applications (“Your Systems”) to communicate with and transmit to and receive data through the ODX API, and to and from the ODX Platform. Nothing in these API Terms provides or allows rights to access or use the ODX Platform in any manner, which such rights are provided separately to paid subscribers, and which such access and use is subject to different and/or additional terms and conditions.

Use

Your use of the ODX API is by limited, revocable, non-transferable, and non-exclusive license, and your usage rights are limited to the right to access and utilize the ODX API for the sole purpose of developing, testing, and supporting the integration of Your Systems to communicate with and transmit to and receive data through the ODX API, and to and from the ODX Platform. ODX reserves all rights not specifically and expressly granted in these API Terms. ODX owns all right, title, and interest, including all intellectual property rights, in and to the ODX API. Except for the limited rights and licenses expressly granted under these API Terms, nothing in these API Terms grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property or proprietary rights or title or interest in or to the intellectual or other property of ODX.

Restrictions

You shall not at any time, directly or indirectly: (a) access the ODX API: (i) in violation of any federal, state and local laws, statutes, rules, court orders, regulations and ordinances (“ Laws ”); (ii) in a manger that does, or is intended to, compromise, break, or circumvent any technical process or security measure of the ODX Platform: (iii) in a manner that poses a security vulnerability to users of the ODX Platform;  (b) access by any means, or use the ODX API, other than as expressly described in the related API documentation, or otherwise as directed or approved by ODX in writing; (c) misrepresent or mask your identity or that of any other person when using the ODX API; (d) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or syndicate the ODX API; (e) reverse engineer, decompile, decode, or otherwise seek to derive source code, trade secrets of the ODX API or ODX Platform; (f) attempt to derive or gain access to any component of the ODX Platform, in whole or in part, except as intended as set forth in the ODX API; or (g) use the API for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any law.

Data and Security

You shall be solely responsible for, and shall have sole and exclusive liability in connection with: (a) your (and your data suppliers) collection, compiling, and/or maintenance of any data submitted by you (“ User Data “) through the ODX API while such data resides within your technical environment, including without limitation, obtaining and maintaining rights necessary for you to transmit the User Data through the ODX API or to the ODX Platform; and, (b) complying with all Laws in the collection, compiling, maintenance, security, entry, uploading, entry, and processing of the User Data (including without limitation, the Health Insurance Portability and Accountability Act and all Laws regarding the privacy and/or security of personal data) excepting the security of the User Data while in the possession of ODX. You represent and warrant to ODX that you own or otherwise have all necessary rights, title, and interest in and to the User Data, including, any and all necessary consents and permissions, to transmit the User Data through the ODX API or to the ODX Platform. You agree that ODX may monitor use of the API to ensure its quality, improve its products and services, and verify your compliance with these Terms.

Services

ODX may, but shall have no obligation to, assist or provide services to you in connection with the integration of your systems and application (“ ODX Services ”). All ODX Services, if any, are provided “AS IS” with all faults, and without representation or warranty of any kind, including without limitation, the warranty of performance in a professional and workmanlike manner.

Confidential Information 

“ Confidential Information ” is the ODX API and all other information of ODX in any form that is marked, designated, or referred to as confidential or proprietary, or with words of similar import, by ODX or that which you know, or reasonably should know, is treated as confidential, proprietary, or the like by ODX, including ideas, writings, data, documents, processes, trade-secrets, know-how, plans, and financial and technical information. You will hold the Confidential Information in strict confidence and will use the Confidential Information only for the purpose of utilizing the ODX API as permitted in these API Terms.

Modification and Termination

ODX may modify these API Terms at any time. Any updated version of these API Terms will be effective upon the date of posting unless indicated otherwise. If you do not agree to any updated version of the API Terms, you should immediately cease use of the ODX API. Your continued use of the ODX API after modification constitutes your acceptance of the API Terms as modified. ODX may terminate these API Terms or discontinue the ODX API or any portion or feature of your access for any reason and at any time without notice and without liability or other obligation to you. Upon any termination of these API Terms or discontinuation of your access to the ODX API, you will immediately stop using the ODX API, and delete any Confidential Information. Notwithstanding any termination, the terms and conditions that follow this paragraph, and all other terms that by their nature are intended to survive termination, will survive the termination indefinitely.

Disclaimer of Warranties

Your use of the ODX API is at your own risk. The ODX API and all ODX Services are provided on an "as is" and "as available" basis, without any warranties or conditions of any kind, express or implied, to the extent permitted by law.  ODX makes no, and expressly disclaims any, representations or warranties of any kind, whether express, arising by course of dealing, usage or trade or otherwise, or implied, including without limitation, completeness, security, reliability, quality, accuracy, non-infringement, or availability of the ODX API, merchantability, title, and fitness for a particular purpose. Without limiting the foregoing, neither ODX nor anyone associated with ODX represents or warrants that the ODX API will be timely, secure, accurate, reliable, error-free, or uninterrupted, will meet the requirements of any person, achieve any intended result, be compatible or work with any software, system, or other services, or be free of viruses or other harmful components.

Limitation of Liability

Your sole and exclusive remedy against arising out of or related to the ODX API, ODX Services, or these API Terms, is the discontinuation of your use of the ODX API. To the extent any Law does not allow the foregoing limitation of remedies, in no event will the aggregate liability of the ODX Parties arising out of or related to the ODX API or ODX Services (whether in contract, tort, or under any other legal theory of liability, exceed $100. Without limiting the foregoing, to the fullest extent permitted by Law, in no event will the ODX Parties be liable under any legal theory for any ( a ) consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages; ( b ) increased costs, diminution in value or lost business, production, revenues, or profits; ( c) loss of goodwill or reputation; (d ) use, inability to use, loss, interruption, delay, or recovery of any data, or breach of data or system security; or ( e ) cost of replacement goods or services, in each case regardless of whether ODX knows, should know, or was advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable. You acknowledge that the foregoing limitations of liability form a material part of these API Terms, is a proper allocation of the risks, and but for your agreement to this paragraph, ODX would not provide access to the ODX API or provide any ODX Services.

Indemnification

You shall defend, indemnify, and hold harmless the ODX, and its officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns (the “ODX Parties”) from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to: (a) your breach of these API Terms, or other use or misuse of the API by you or your agents or representatives; (b) any act or omission, including negligence or willful misconduct, by you or your agents or representatives; or (c) any content or data routed through or used with the ODX API. ODX shall have the right to control the defense and settlement of any claim.

General Terms

All matters relating to, and any dispute or claim arising from, these API Terms, shall be governed by and construed in accordance with the laws of the state of Oregon without giving effect to any choice or conflict of law provision. At ODX’s sole discretion, we may require you to submit any disputes arising from these API Terms to final and binding arbitration under the with the Arbitration Service of Portland (“ASP”) in Portland, Oregon, to be arbitrated according to the then current ASP rules. Otherwise, any claim or action arising out of or related to these API Terms shall be litigated exclusively in the state or federal courts located in Multnomah County, Oregon, and you submit to the personal jurisdiction of such courts. These API Terms do not create any third-party beneficiary rights or any agency, partnership, or joint venture. Nothing in these API Terms will limit a party's ability to seek injunctive relief. ODX is not liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control or, if for any reason, all or any part of the ODX API or ODX Platform is unavailable at any time or for any period. These API Terms constitute the sole and entire agreement regarding the ODX API and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the ODX API. If a provision of these API Terms is determined to be unenforceable, the remaining provisions will not be impaired. No waiver will be deemed a waiver of any other provision in these API Terms, and ODX’s failure to act with respect to any breach of the API Terms does not waive the right to act on subsequent or similar breaches.