Last Updated: March 16, 2024

These Terms of Use (“Terms”) apply to use of the OpenEvidence Developer Platform, OpenEvidence API (https://www.openevidence.com/product/api, https://docs.openevidence.com/), and other services for businesses and application developers (“OpenEvidence Services” or “Services”). Use of our services for healthcare professionals are separately governed by the OpenEvidence Inc. Network Terms of Use (https://www.openevidence.com/policies/terms).

These Terms are an agreement between OpenEvidence Inc., a Delaware Company (hereinafter the “Company”) and its affiliates (referred to collectively as “OpenEvidence” “us,” “we” and “our”), and you (“Customer”) that governs your use of the Services.

Services

Services. Services means any services for business and developers we make available for purchase or use, along with any of our associated software, tools, developer services, documentation, and websites. The Services herein do not include medical news, reference content, clinical tools, applications, sponsored programs, advertising, email communications, continuing medical education, market research opportunities, and discussion forums provided by OpenEvidence to healthcare professionals, which are separately covered by the OpenEvidence Inc. Network Terms of Use.

Use of Services. We grant you a non-exclusive right to access and use the Services during the Term. This includes the right to use OpenEvidence’s application programming interfaces (APIs) to integrate the Services into your applications, products, or services (each a “Customer Application”) and to make Customer Applications available to End Users (as defined below).

Account Responsibilities. You must provide accurate and up-to-date account information. You are responsible for all activities that occur under your account, including the activities of any end user (each, an “End User”) who is provisioned with an account under your account (an “End User Account”) or accesses the Services through your Customer Application. You may not make account access credentials available to third parties, share individual login credentials between multiple users on an account, or resell or lease access to your account or any End User Account. You will promptly notify us if you become aware of any unauthorized access to or use of your account or our Services.

Medical Advice. OpenEvidence is not a healthcare provider, and the OpenEvidence Services are not intended to provide medical advice, diagnosis or treatment or substitute for an individual patient assessment based on a qualified health care provider’s evaluation of each patient, including factors unique to such patient. The Services (i) are intended and presented only for general educational purposes and should not be relied upon or construed to indicate that the use of a pharmaceutical or treatment is safe, appropriate, or effective for a specific individual; (ii) are not comprehensive and does not cover all uses, precautions, side effects, warnings, and interactions related to pharmaceuticals or treatments; (iii) may not apply to any specific medical condition; (iv) are only applicable to use in the United States and pharmaceuticals legally available in the United States; (v) have not been reviewed for compliance with federal or state pharmaceutical marketing, advertising, and disclosure statutes or regulations; and (vi) are subject to change without notice. End Users should only use the OpenEvidence Services as prescribed by their Health Care Provider and in accordance with their Health Care Provider’s instructions. OpenEvidence is not responsible or liable for any advice, course of treatment, diagnosis, or any other information or services, including health care services, that End Users may obtain through their Health Care Provider. The OpenEvidence Services should not be used if you are in a life-threatening or emergency medical situation. IF YOU HAVE ANY QUESTIONS ABOUT YOUR HEALTH, INCLUDING ANY MEDICAL CONDITION OR TREATMENT, PLEASE CONTACT YOUR HEALTH CARE PROVIDER OR, IF YOU HAVE A MEDICAL EMERGENCY, SEEK IMMEDIATE MEDICAL HELP OR CALL EMERGENCY SERVICES AT 911 (OR YOUR LOCAL MEDICAL EMERGENCY NUMBER).

Restrictions

The Company owns all right, title, and interest in and to the Services. The Customer receives rights to use the Services as explicitly granted in this Agreement. The Customer will not, and will not permit End Users to: (i) use the Services or Customer Content (as defined below) in a manner that violates any applicable laws or OpenEvidence Policies; (ii) use the Services or Customer Content in a manner that infringes, misappropriates, or otherwise violates any third party’s rights; (iii) send The Company any personal information of children under 13 or the applicable age of digital consent or allow minors to use our Services without consent from their parent or guardian; (iv) reverse assemble, reverse compile, decompile, translate, engage in model extraction or stealing attacks, or otherwise attempt to discover the source code or underlying components of the Services, algorithms, and systems of the Services (except to the extent these restrictions are contrary to applicable law); (v) use Output (as defined below) to develop any artificial intelligence models that compete with our products and services. (vi) use any method to extract data from the Services other than as permitted through the APIs; or (vii) buy, sell, or transfer API keys from, to or with a third party.

Content

Your Content. You may provide input to the Services (“Input”), and receive output from the Services based on the Input (“Output”). Input and Output are collectively “Customer Content” or “Content.” You are responsible for Content, including ensuring that it does not violate any applicable law or these Terms. You represent and warrant that you have all rights, licenses, and permissions needed to provide Input to our Services.

Ownership of Content. As between you and OpenEvidence, and to the extent permitted by applicable law, you (a) retain your ownership rights in Input and (b) own the Output. The Company hereby assigns to you all right, title, and interest, if any, in and to Output.

Our Use of Content. We may use Content to provide, maintain, develop, and improve our Services, comply with applicable law, enforce our terms and policies, and keep our Services safe. If you do not want us to use your Content in this way, you can opt out by emailing privacy@xyla.com. Please note that in some cases this may limit the ability of our Services to better address your specific use case.

Privacy

Personal Data. If you use the Services to process personal data, you must (a) provide legally adequate privacy notices and obtain necessary consents for the processing of personal data by the Services, (b) process personal data in accordance with applicable law, and (c) if processing “personal data” or “Personal Information” as defined under applicable data protection laws, execute our Data Processing Addendum by filling out this form.

HIPAA. You agree not to use the Services to create, receive, maintain, transmit, or otherwise process any information that includes or constitutes “Protected Health Information”, as defined under the HIPAA Privacy Rule (45 C.F.R. Section 160.103). It is the responsibility of the Customer to ensure questions do not contain protected health information (PHI) or any information that violates the privacy of any person.

Payment

Fees and Billing. You agree to pay all fees charged to your account (“Fees”) according to the prices and terms as stated in an Order Form. Price changes will be effective 30 days after they are posted or communicated. We have the right to correct pricing errors or mistakes even after issuing an invoice or receiving payment. You authorize us and our third-party payment processor(s) to charge the payment method provided on your account on an agreed-upon periodic basis, but we may reasonably change the date on which the charge is posted. Fees are payable in U.S. dollars and are due upon invoice issuance, unless otherwise agreed in an Order Form. Payments are nonrefundable except as provided in this Agreement.

Disputes and Late Payments. To dispute an invoice, you must contact help@openevidence.com within thirty (30) days of issuance. Overdue undisputed amounts may be subject to a finance charge of 1.5% of the unpaid balance per month, and we may suspend the Services immediately after providing written notice of late payment.

Laws that Govern this Agreement

The Company controls those components of the Services made available through our respective websites from our offices within the state of Massachusetts in the United States of America. By accessing the Services, you agree that the statutes and laws of the state of Massachusetts, without regard to choice of laws principles, will apply to all matters relating to use of the Services.

Term and Termination

Term. The term of this Agreement will commence upon the earlier of your online acceptance of these Terms of Use, the Effective Date of an Order Form, or the date you first use the Services, and will remain in effect until terminated pursuant to this Section 8 (“Term”). If you purchase a subscription to the Services, the subscription term will automatically renew for successive periods unless either of us gives the other notice of its intent not to renew. That notice must be given at least thirty days before the start of the next renewal period.

Termination. Unless you purchase Services for a committed duration, you may terminate this Agreement at any time via written notice to help@openevidence.com. Both you and OpenEvidence may terminate this Agreement upon written notice (a) if the other party materially breaches this Agreement and does not cure the breach within thirty (30) days after receiving written notice of the breach or (b) if the other party ceases its business operations or becomes subject to insolvency proceedings. We may suspend you or any End User’s access to the Services or terminate this Agreement or any Order Form: (i) if required to do so by law; (ii) to prevent a security risk or other credible risk of harm or liability to us, the Services, or any third party. We will use reasonable efforts to notify you of any suspension or termination and give you the opportunity to resolve the issue prior to suspension or termination.

Effect of Termination. Termination or expiration will not affect any rights or obligations, including the payment of amounts due, which have accrued under this Agreement up to the date of termination or expiration. Upon termination or expiration of this Agreement, the provisions that are intended by their nature to survive termination will survive and continue in full force and effect in accordance with their terms, including confidentiality obligations, limitations of liability, and disclaimers. Upon termination of this Agreement, we will delete all Customer Content from our systems within 30 days, unless we are legally required to retain it.

Warranties and Disclaimer

OPENEVIDENCE PROVIDES THE OPENEVIDENCE SERVICES TO YOU ON AN “AS-IS” BASIS. NEITHER OPENEVIDENCE NOR ANY OF ITS LICENSORS OR SUPPLIERS, MAKES ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND EACH SPECIFICALLY DISCLAIMS, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, QUALITY, CORRECTNESS, COMPLETENESS, COMPREHENSIVENESS, SUITABILITY, SYSTEM AVAILABILITY, AND COMPATIBILITY, SUBJECT TO THE LAWS OF ANY STATES THAT DO NOT ALLOW DISCLAIMERS OF IMPLIED WARRANTIES. YOU ACKNOWLEDGE THAT NO REPRESENTATIONS HAVE BEEN MADE RESPECTING THE OPENEVIDENCE SERVICES. YOU ACKNOWLEDGE THAT THE OPENEVIDENCE SERVICES AND ANY INFORMATION CONTAINED IN THE OPENEVIDENCE SERVICES OR ANY COMMUNICATIONS PROVIDED TO OPENEVIDENCE DURING USE OF THE OPENEVIDENCE SERVICES WILL BE TRANSMITTED OVER A MEDIUM THAT IS BEYOND THE CONTROL AND JURISDICTION OF OPENEVIDENCE AND ITS SUPPLIERS AND MAY BE SUBJECT TO LIMITATIONS, DELAYS, LATENCY ISSUES, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, AND OPENEVIDENCE IS NOT RESPONSIBLE FOR AND ASSUMES NO LIABILITY FOR ANY DELAYS, DELIVERY FAILURES, CORRUPTION OF ANY DATA OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. OPENEVIDENCE IS NOT RESPONSIBLE FOR AND ASSUMES NO LIABILITY FOR ANY TECHNICAL MALFUNCTION, INABILITY TO ACCESS THE OPENEVIDENCE SERVICES OR OTHER PROBLEMS RELATED TO OR ARISING FROM ANY THIRD-PARTY HARDWARE OR SOFTWARE, INCLUDING ANY THIRD-PARTY WEBSITE, APPLICATION, OR OTHER PLATFORM.

Liability

In no event will any of us or our respective directors, officers, employees, contractors, agents, sponsors, licensors or any other person or entity involved in creating, developing or delivering the Services be liable for any damages (including, without limitation, incidental and consequential damages, personal injury/wrongful death, lost profits, or damages resulting from lost data or business interruption) arising out of or in connection with these Terms or from the use of or inability to access or use the Services or the Content, or from any communications or interactions with other persons with whom you communicate or interact as a result of your use of the Services, whether based on warranty, contract, tort, or any other legal theory, and whether or not we, our licensors, ours suppliers, or any third parties mentioned with the Services are advised of the possibility of such damages. We, our licensors, our suppliers, or any third parties mentioned within the Services are not liable for any personal injury, including death, caused by your use or misuse of the Services or any information provided through the Services. Any claims arising in connection with your use of the Services must be brought within one (1) year of the date of the event giving rise to such action occurred. Remedies under these Terms are exclusive and are limited to those expressly provided for in these Terms. The limitations of damages set forth above are fundamental elements of the basis of the bargain between us and you.

NEITHER OPENEVIDENCE NOR ANY OF ITS AFFILIATES, DISTRIBUTORS, AGENTS, SUBCONTRACTORS, LICENSORS OR SUPPLIERS WILL HAVE ANY LIABILITY WHATSOEVER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL LOSS OR DAMAGE, INCLUDING WITHOUT LIMITATION DAMAGES FOR ANY BUSINESS INTERRUPTION, LOSS OF SALES, PROFITS, BUSINESS, GOODWILL, OR DATA, OR FOR THE INABILITY TO USE THE OPENEVIDENCE SERVICES, EVEN IF SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FINES, COSTS, EXPENSES AND OTHER LIABILITIES, AND/OR THE SAME ARE REASONABLY FORESEEABLE. THE TOTAL LIABILITY OF OPENEVIDENCE AND ITS AFFILIATES, DISTRIBUTORS, AGENTS, SUBCONTRACTORS, LICENSORS, AND SUPPLIERS, ARISING OUT OF OR IN RELATION TO THIS AGREEMENT, THE OPENEVIDENCE SERVICES, AND ANY OTHER CAUSE WHATSOEVER, SHALL NOT EXCEED, IN THE AGGREGATE FOR ANY AND ALL CLAIMS UNDER OR IN RELATION TO THIS AGREEMENT, $100.

THE LIMITATIONS OF LIABILITY AND TYPES OF CLAIMS HEREBY LIMITED AND DISCLAIMED SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND ARE INTENDED BY THE PARTIES TO APPLY REGARDLESS OF THE FORM OF THE CLAIM OR ACTION (WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT, STATUTE OR OTHERWISE), AND REGARDLESS OF WHETHER ANY LIMITED REMEDY PROVIDED FOR IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY IS A MATERIAL PART OF THE CONSIDERATION PROVIDED BY THE OTHER PARTY IN EXCHANGE FOR THE RIGHTS GRANTED UNDER THIS AGREEMENT.

Indemnification

You agree to defend, indemnify, and hold the Company and its respective officers, directors, employees, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your access to or use of our Services and the Content or your violation of these Terms.

Modifications to these Terms

We may update these Terms by providing you with reasonable notice, including by posting the update on our website. If, in our sole judgment, an update materially impacts your rights or obligations, we will provide at least 30 days’ notice before the update goes into effect, unless the update is necessary for us to comply with applicable law, in which case we will provide you with as much notice as reasonably possible. Any other updates will be effective on the date we post the updated Terms. Your continued use of, or access to, the Services after an update goes into effect will constitute acceptance of the update. If you do not agree with an update, you may stop using the Services or terminate this Agreement under Termination.

Complete Agreement

Except as expressly provided, these Terms constitute the entire and exclusive understanding and agreement between OpenEvidence and you regarding the OpenEvidence Services. These Terms supersede and replace any and all prior oral or written understandings or agreements between OpenEvidence and you regarding OpenEvidence and the Services provided.

Notices

Any notices or other communications permitted or required hereunder, including those regarding material modifications to these Terms, will be in a written form and given: (i) by us via email (in each case to the email address included in your Registration Information); or (ii) by posting within the OpenEvidence Platform. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

No Waiver

The Company's failure to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Survival

All provisions of these Terms shall survive termination of your OpenEvidence account except for your license to access and use the Services.

Contact Us

If you have questions about the Services or these Terms, or you wish to provide feedback, please contact us at help@openevidence.com. By submitting feedback and suggestions, you grant a non-exclusive, perpetual, irrevocable, and royalty-free license to any intellectual property rights you may have in your feedback and suggestions to us to use to improve the Services.