Health Bank One Developer Terms of Use
These Developer Terms of Use (this "Agreement") are a binding contract between you or the entity you represent ("Developer," "you," or "your") and AllClear ID Health, Inc. (doing business as Health Bank One) ("Health Bank One," "we," or "us"). This Agreement governs your access to and use of the Health Bank One MCP Developer Platform, including the sandbox environment, production self-access environment, and all related tools and services (collectively, the "Services").
THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE "I ACCEPT" BUTTON OR ACCESS OR USE THE SERVICES (the "Effective Date"). BY CLICKING ON THE "I ACCEPT" BUTTON OR ACCESSING OR USING THE SERVICES, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ENTITY, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY; AND (C) ACCEPT THIS AGREEMENT ON YOUR BEHALF OR ON BEHALF OF THE ENTITY YOU REPRESENT AND AGREE THAT YOU OR SUCH ENTITY, AS APPLICABLE, ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE SELECT "I DECLINE". IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.
1. Access and Use
(a) Provision of Access. Subject to and conditioned on your compliance with all terms and conditions of this Agreement, Health Bank One hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the Term, solely for your internal development and testing purposes. Health Bank One shall provide you with a unique security credential that Health Bank One auto-generates and assigns to Developer upon registration, which is required for per-developer usage metering and patient volume tracking ("Client ID") and the necessary access credentials to allow you to access the Services.
(b) Environments. The Services consist of two environments:
(i) "Sandbox Environment". Provides access to pre-built, non-real patient records made available for development and testing purposes ("Synthetic Data").
(ii) "Production Self-Access Environment". Provides access limited exclusively to Developer's own personal data. No third-party health records, medical information, or other personal health information ("Patient Data") is accessible in this environment.
(c) Use Restrictions. You shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. The Services are licensed for development and testing purposes only. You shall not at any time, directly or indirectly:
(i) access or attempt to access any Patient Data other than your own real health records in the Production Self-Access Environment;
(ii) use the Services for any commercial purpose, including deploying any application or service that serves real users, without entering into a separate commercial agreement with Health Bank One;
(iii) copy, modify, or create derivative works of the Services, in whole or in part;
(iv) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services to any third party;
(v) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to any source code, algorithm, model, or other underlying component of the Services, in whole or in part;
(vi) use web scraping, web harvesting, web data extraction, or any other method to extract data from the Services;
(vii) remove any proprietary notices from the Services;
(viii) use the Services in a manner that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule;
(ix) share, distribute, sell, or otherwise transfer your Client ID or access credentials to any third party;
(x) circumvent, disable, or interfere with any usage metering, rate limiting, or enforcement mechanisms of the Services;
(xi) design or permit any application to disable, override, or otherwise interfere with any Health Bank One-implemented consent screens, user settings, alerts, warnings, or similar notifications; or
(xii) attempt to cloak or conceal your identity or the identity of any application when requesting authorization to use the Services.
(d) Rate Limits. Your use of the Services under this Agreement is limited to one hundred (100) tool calls per day per Client ID. Health Bank One reserves the right to throttle, suspend, or restrict access if Developer exceeds applicable rate limits.
(e) Reservation of Rights. Health Bank One reserves all rights not expressly granted to Developer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Developer or any third party, any intellectual property rights or other right, title, or interest in or to the Services or any Health Bank One intellectual property.
(f) Suspension. Notwithstanding anything to the contrary in this Agreement, Health Bank One may temporarily suspend Developer's access to any portion or all of the Services if: (i) Health Bank One reasonably determines that (A) there is a threat or attack on the Services; (B) Developer's use of the Services disrupts or poses a security risk to the Services, to Health Bank One, or to any other user; (C) Developer is using the Services for fraudulent or illegal activities; (D) Developer is using the Services in material violation of Section 1(c); (E) Developer has created or attempted to create multiple accounts in violation of Section 2(a); or (F) Health Bank One's provision of the Services to Developer is prohibited by applicable law; or (ii) any vendor of Health Bank One has suspended or terminated Health Bank One's access to any third-party services required for the Services. Health Bank One shall use commercially reasonable efforts to provide notice of any suspension and to resume providing access as soon as reasonably possible after the event giving rise to the suspension is cured. Health Bank One will have no liability for any damage, liabilities, losses, or any other consequences that Developer may incur as a result of a suspension.
2. Developer Responsibilities
(a) Account Use. You may register for and maintain only one (1) account for access to the Services. You are prohibited from creating, registering, or maintaining multiple accounts, whether directly or indirectly. You are responsible and liable for all uses of the Services resulting from access provided by you, directly or indirectly, whether that access or use is permitted by or in violation of this Agreement. You are responsible for keeping your Client ID, passwords, and access credentials confidential. You shall not sell or transfer them to any other person or entity. You shall promptly notify us about any unauthorized access to your credentials.
(b) Compliance with Laws. You shall comply with all applicable laws, rules, and regulations in connection with your use of the Services, including without limitation applicable federal and state privacy laws, and other applicable consumer health data protection laws.
(c) Developer Acknowledgements. You agree to monitor the use of any applications you develop using the Services for any activity that violates applicable laws or any terms and conditions of this Agreement. As between you and us, you are solely responsible for any applications you develop using the Services and their compliance with applicable law. By using the Services, you expressly acknowledge and agree that: (i) you are a developer capable of evaluating and assuming the risks associated with use of the Services; (ii) you have read and understand this entire Agreement, including all disclaimers, limitations of liability, and waivers; (iii) you are voluntarily using the Services with full knowledge of the risks; and (iv) you assume all risk and responsibility for any loss, damage, or injury arising from your use of the Services.
(d) Feedback Cooperation. During the Term, Developer agrees to provide reasonable feedback to Health Bank One regarding Developer's experience with the Services, including any bugs, errors, or usability issues encountered, upon Health Bank One's reasonable request. Such feedback may be provided through surveys, questionnaires, or other reasonable means designated by Health Bank One. Developer's feedback obligations under this Section are limited to reasonable efforts and shall not require Developer to disclose any proprietary information regarding Developer's applications.
3. No Fees
You acknowledge and agree that no license fees or other payments will be due under this Agreement in exchange for the rights granted under this Agreement. You acknowledge and agree that this fee arrangement is made in consideration of the mutual covenants set forth in this Agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein. Notwithstanding the foregoing, Health Bank One reserves the right to start charging for access to and use of the Services at any time upon reasonable advance notice to Developer.
4. No Support; Updates; Service Levels
(a) No Support. This Agreement does not entitle you to any support for the Services. The Services are provided on a "best-effort" basis with no guaranteed uptime or availability.
(b) Updates. You acknowledge that we may update or modify the Services from time to time and at our sole discretion (in each instance, an "Update"), and may require you to obtain and use the most recent version. Updates may adversely affect how your applications communicate with the Services. You are required to make any changes to your applications that are required for integration as a result of such Update at your sole cost and expense. Your continued use of the Services following an Update constitutes binding acceptance of the Update.
(c) MCP Protocol. You acknowledge that the Services utilize the Model Context Protocol ("MCP") for secure interoperability and data exchange. Health Bank One's MCP Server capabilities may evolve over time, and Health Bank One may add, modify, suspend, or discontinue specific MCP functions, interfaces, or services upon reasonable notice. You are responsible for ensuring that all systems, applications, agents, endpoints, and users accessing the Services through MCP interfaces are properly secured, authenticated, and authorized in accordance with applicable laws, regulations, and Health Bank One's technical requirements.
(d) No Service Levels. The Services under this Agreement are not subject to any service level commitments. Health Bank One makes no representations or guarantees regarding uptime, availability, or performance of the Services.
5. Collection and Use of Information; Privacy
(a) Usage Metering. You acknowledge and agree that Health Bank One logs every tool call against your Client ID, including client_id, patient_id, tool invoked, environment, and timestamp. Health Bank One maintains a registry of distinct patient_ids accessed per Client ID for purposes of free-tier enforcement and commercial conversion intelligence.
(b) Privacy. Health Bank One complies with its privacy policy, available at https://www.healthbankone.com/privacy-policy ("Privacy Policy"), in providing the Services. By accessing, using, and providing information to or through the Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.
(c) Patient-Directed Access. You acknowledge that the Services operate on a patient-directed model in which patients exercise their legal right of access to their own health records and authorize sharing through the consumer consent mechanism built into the oAuth flow. Under this model, Developer's access to Developer's own health records in the Production Self-Access Environment is initiated and controlled by Developer as the patient. Nothing in this Agreement is intended to create or imply a business associate relationship between Health Bank One and Developer under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), and the parties do not intend for a Business Associate Agreement to apply to the free-tier Services provided hereunder.
6. Intellectual Property Ownership
(a) Health Bank One IP. You acknowledge that, as between you and us, we own all right, title, and interest, including all intellectual property rights, in and to the Services, the Synthetic Data, and all related technology and intellectual property (collectively, "Health Bank One IP"). You will use commercially reasonable efforts to safeguard Health Bank One IP from infringement, misappropriation, theft, misuse, or unauthorized access.
(b) Feedback. If you send or transmit any communications or materials to us suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), all such Feedback is and will be treated as non-confidential. You hereby assign to us all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.
7. Disclaimer of Warranties
THE SERVICES AND SYNTHETIC DATA ARE PROVIDED "AS IS" AND HEALTH BANK ONE SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. HEALTH BANK ONE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. HEALTH BANK ONE MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. HEALTH BANK ONE MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY PATIENT DATA OR SYNTHETIC DATA ACCESSED THROUGH THE SERVICES. YOU ACKNOWLEDGE THAT THE SERVICES ARE PROVIDED FOR DEVELOPMENT AND TESTING PURPOSES ONLY AND ARE NOT INTENDED FOR USE IN PRODUCTION APPLICATIONS SERVING THIRD PARTIES. DEVELOPER ASSUMES ALL RISK ARISING FROM USE OF THE SERVICES.
8. No Medical Advice
THE SERVICES DO NOT PROVIDE MEDICAL ADVICE. THE SERVICES, INCLUDING ANY PATIENT DATA OR SYNTHETIC DATA ACCESSED THROUGH THE SERVICES, ARE INTENDED FOR DEVELOPMENT AND TESTING PURPOSES ONLY AND ARE NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. HEALTH BANK ONE IS NOT A HEALTHCARE PROVIDER AND DOES NOT PRACTICE MEDICINE. DEVELOPER ACKNOWLEDGES AND AGREES THAT HEALTH BANK ONE IS NOT RESPONSIBLE FOR ANY HEALTH DECISIONS OR ACTIONS TAKEN OR NOT TAKEN BASED ON INFORMATION ACCESSED THROUGH THE SERVICES. IF DEVELOPER OR ANY END USER HAS A MEDICAL EMERGENCY, DEVELOPER SHOULD INSTRUCT SUCH PERSON TO CALL 911 OR GO TO THE NEAREST EMERGENCY ROOM IMMEDIATELY.
9. Indemnification
You agree to indemnify, defend, and hold harmless Health Bank One and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to (a) your use or misuse of the Services, (b) your breach of this Agreement, (c) any applications you develop using the Services, including any end user's use thereof, (d) any unauthorized access to Patient Data resulting from your actions or omissions, or (e) your violation of any applicable privacy law or regulation. In the event we seek indemnification or defense from you under this provision, we will promptly notify you in writing of the claim(s) brought against us for which we seek indemnification or defense. We reserve the right, at our option and in our sole discretion, to assume full control of the defense of claims with legal counsel of our choice. You may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by us or bind us in any manner, without our prior written consent.
10. Limitations of Liability
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL HEALTH BANK ONE BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (A) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES; OR (B) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF FIFTY DOLLARS ($50.00), EVEN IF HEALTH BANK ONE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.
11. Term and Termination
(a) Term. The term of this Agreement commences on the Effective Date and will continue in effect until terminated as set forth in this Section (the "Term").
(b) Termination by Health Bank One. We may immediately terminate or suspend this Agreement, any rights granted herein, and/or your access to the Services, in our sole discretion at any time and for any reason, by providing notice to you or revoking access to the Services.
(c) Automatic Termination. This Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.
(d) Termination by Developer. You may terminate this Agreement at any time by ceasing your access to and use of the Services.
(e) Effect of Termination. Upon termination of this Agreement for any reason, all licenses and rights granted to you under this Agreement will also terminate and you must immediately cease using the Services and delete any Synthetic Data in your possession or control. Any terms that by their nature are intended to continue beyond the termination or expiration of this Agreement will survive termination, including but not limited to Sections 2(c), 6, 7, 8, 9, 10, 11(e), and 14. Termination will not limit any of Health Bank One's rights or remedies at law or in equity.
12. Commercial Upgrade
You acknowledge and agree that if you wish to (a) access Patient Data of any person other than yourself, (b) deploy any application or service that serves real users using the Services, (c) access the partner tool set (including cohort search, bulk queries, and multi-patient operations), (d) obtain contracted call volume beyond the free-tier rate limits, or (e) use the Services for any commercial purpose, you must enter into a separate commercial agreement with Health Bank One, which will include a data use agreement and additional terms and conditions. The free-tier rights granted under this Agreement do not include commercial use rights.
13. Export Regulation
The Services may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You will not, directly or indirectly, export, re-export, or release the Services to, or make the Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You will comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services available outside the US.
14. Governing Law and Jurisdiction
This Agreement is governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Texas. Any legal suit, action, or proceeding arising out of or related to this Agreement or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Texas in each case located in Travis County, Texas, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. No action, regardless of form, arising from this Agreement or any Services provided hereunder may be brought by either party more than one (1) year after the cause of action has accrued. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT.
15. Modifications
You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. You will be notified of modifications through notifications through the Services or direct email communication from us. You are responsible for reviewing and becoming familiar with any modifications. Your continued use of the Services after the effective date of the modifications will be deemed acceptance of the modified terms.
16. Miscellaneous
This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to Sales@HealthBankOne.com (with a copy to legal@HealthBankOne.com), or to our principal office at 9600 Escarpment Blvd, Suite 745 #225, Austin, TX 78749, and must be delivered either in person, by email, certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.