Legal
API License Agreement
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Revised: March 1, 2025​
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By accessing or using Instinct’s APIs (“API(s)”), Customer agrees and intends to be legally bound by this API License Agreement (“API Agreement”), including any changes that Instinct may post from time to time. Through the APIs, the Customer will access data from Instinct Software for the Customer’s internal reporting and analysis through the Customer’s systems and software (“Customer Systems”) based on the terms and conditions outlined in this API Agreement. Capitalized terms not defined in this API Agreement have the meanings given in the Software Services Agreement.
1. Integration.
1.1 API Development. Instinct will develop APIs or other connections between Instinct Software and the Customer Systems, per mutually agreed-upon specifications, data access privileges, support obligations, timeframes, and costs, to integrate the Customer Systems with Instinct Software in a manner satisfactory to Instinct.
1.2 License. Instinct hereby grants to Customer a non-exclusive, non-transferable, worldwide, irrevocable (except in connection with a termination of this Agreement), royalty-free license and right during the term of this Agreement to use (i) Instinct’s APIs to integrate the Customer Systems with Instinct Products, and (ii) Instinct Data, as authorized above, for Customer’s internal reporting and analysis. Customer hereby grants to Instinct a non-exclusive, non- transferable, worldwide, irrevocable (except in connection with a termination of this Agreement), royalty-free license and right during the term of this Agreement to access or use the Customer Systems, any APIs or other tools developed by Customer to integrate the Customer Systems with Instinct Products, Customer Data, and Customer’s name and trademarks for the purposes outlined in this Section 1.
1.3 Modifications: If a party updates, modifies, or replaces its applicable products or services, the parties will work together to ensure each party’s product or service integrates with such update, modification, or replacement. However, either party may terminate this Agreement if it fails to integrate its products and services with any such update, modification, or replacement within 60 days of its release.
1.4 Data Sharing. Customer authorizes Instinct to share and communicate Instinct Data (defined below), or facilitate sharing and communication of Instinct Data, which may include Customer Data, with Customer in connection with the integration under this Agreement. Customer has obtained (or will obtain) the unrevoked agreement of each of Customer's users relating to the provision and use of Instinct Data to and by Customer for Customer’s internal reporting and analysis. “Instinct Data” means any information of Instinct, including details of or regarding its customers (including Customer Data), users of Instinct’s service, or their patients or patient owners, that is made available to, processed by, or in the possession or under control of Customer, including on or through the Customer Systems.
1.5 Limited Purpose. Customer will access and use Instinct Data solely for Customer’s internal reporting and analysis. Customer will be responsible for handling and liable for Damages arising out of, and questions or complaints relating to, the use of Customer Systems.
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2. Termination.
2.1 Term. The term of this Agreement will be one year and will continue from year to year thereafter, unless terminated as outlined in this Section 2, and will automatically terminate upon termination of the SSA.
2.2 Termination. Each party may terminate the term of this Agreement (i) upon written notice of a breach of this Agreement by the other party and, if such breach is curable, the expiration of a period of thirty (30) days in which such breach remains uncured, (ii) at any time upon at least ninety (90) days prior written notice, or (iii) upon or after the other party’s failure to continue to function as a going concern or to operate in the ordinary course of business, cessation of business, or dissolution, winding-up or liquidation, or act of bankruptcy.
3. Proprietary Rights.
3.1 Ownership. As between Instinct and Customer, Instinct Software, the APIs, and other tools (including its software and technology), and Instinct’s other products and services, Confidential Information and related intellectual property rights, are and will be the property of Instinct. As between Instinct and Customer, the Customer Systems and Customer’s other products and services (including its software and technology), and related intellectual property rights, are and will be Customer's property.
3.2 Representation and Warranty. Each party represents and warrants to the other that its products and services will be provided in accordance with applicable laws and do and will not infringe upon or violate any patent, copyright, trademark, or right of any third party. Each party will not make the other party’s products or services available to any other person or entity, except as outlined in this Agreement, or license, assign, distribute, copy, modify, adapt, decompile, reverse engineer, generate source code, attempt to duplicate or make derivative works based on the other party’s products or services, or otherwise use the other party’s products or services for any purpose other than that for which it is intended and as outlined in this Agreement.
3.3 Independent Development. Each party acknowledges and agrees that the other may independently create products or services that may be the same or similar to, or competing with, the other party’s products or services. Subject to this Section 3 and a party’s confidentiality obligations in this Agreement, nothing in this Agreement will be construed as restricting or preventing a party from creating and fully exploiting such products or services.
4. Data Protection
4.1 Confidentiality. Each party will maintain in strict confidence and use reasonable care to protect and safeguard the Confidential Information of the other party and will not, directly or indirectly, (i) disclose, reveal, transfer or make available to any third party (including any sub-processor) any such Confidential Information, (ii) permit, assist or enable any third party to access or use such Confidential Information, or (iii) use or exploit such Confidential Information, in any manner or media, or for any purpose (including in any manner that may interfere with any relationship between a party and its customers), except for the purposes of this Agreement. Each party may disclose Confidential Information of the other party to the extent (and only to the extent) required by applicable law, including by request for information or documents through legal proceedings, subpoena, governmental investigation or any similar process. All materials (including electronic media) provided by a party, and copies thereof, in which Confidential Information of a party may be contained shall remain the property of such party. Upon written request of such party, the other party will promptly deliver to such party all such materials and destroy all materials prepared by the other party in which such Confidential Information may be contained.
4.2 Regulatory Compliance. Customer will comply with and take all actions necessary for Instinct to comply with all laws, including data protection or privacy-related U.S. or foreign legislation, applicable to Instinct Data made available to, processed by, or in the possession or under control of Customer.
4.3 Security Safeguards. Without limiting the foregoing, Customer will (i) host the Customer Systems and Instinct Data on industry-standard servers and other systems located in the United States, (ii) manage Instinct Data utilizing technical and organizational measures that protect against unauthorized access to, or disclosure or use of, Instinct Data and against reasonably anticipated third party threats to the security of Instinct Data, (iii) comply with commercially reasonable instructions or policies of Instinct with regard to Instinct’s obligations under applicable law or agreements with its customers or users of its service regarding Instinct Data, (iv) use commercially reasonable efforts to prevent, and notify Instinct promptly if Customer becomes aware of, any accidental, unauthorized or unlawful use, access, disclosure, modification or loss of Instinct Data, (v) provide Instinct with such information that Instinct may reasonably request to confirm from time to time Customer’s compliance with this Agreement, (vi) use Instinct Data solely for Customer’s internal reporting and analysis and not modify Instinct Data, and (vii) not export any Instinct Data outside of the United States.
5. Indemnification.
Each party agrees to indemnify, defend and hold harmless the other party and its Representatives from and against Damages arising out of any misrepresentation, breach of covenant or other breach of this Agreement by such party or its Representatives. In addition, Customer agrees to indemnify, defend and hold harmless Instinct and its Representatives from and against Damages arising out of any accidental, unauthorized, or unlawful use, access, disclosure, modification or loss of Instinct Data that is made available to, processed by, or in the possession or under control of Customer, or any claim of any user of Instinct Products arising in connection with the provision of Instinct Data to Customer or the user’s use of the Customer Systems.
6. Limitations of Liability.
Notwithstanding anything to the contrary, the provisions of Section 11 (Indemnification) and Section 12 (Limitations of Liability) of the SSA will apply to the indemnification obligations, liability, Damages, and warranties (and their exclusions) of the parties under or arising out of this API Agreement.