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CLINICAL
Clinical care delivery and outcomes, mastered.
Modern mobile app
Real-time data syncing
Automated graphing
Flexible programming
Advanced automation
Custom session notes
Extensive target types
Create custom prompts
Collect signatures on mobile
Auto-summarize session data
Adjustable graph annotations
Auto-record geolocations
Integrated session notes
Custom goal labels
Graphs by team member
Custom ABC data
Offline capables
Easy access to program instructions
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PRACTICE MANAGEMENT
Your practice, managed with ease.
Actionable scheduling workflows
Intuitive session matching
Integrated claim submission
Seamless payment tracking
Secure document storage
Reporting and analytics
Automated coding rules
Comprehensive fee schedules
Flexible modifier rules
Nationwide payer search
Authorization tracking
Various schedule displays
Availability tracking
Team timesheets
Supervision tools
Custom document permissions
Track team member certifications
Simple client intake
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Passage Health API Addendum

PLEASE READ THIS API LICENSE ADDENDUM (THIS “ADDENDUM”) CAREFULLY. THIS ADDENDUM GOVERNS PASSAGE’S PROVISION OF THE API (AS DEFINED BELOW) AND CUSTOMER’S (AS DEFINED BELOW) USE THEREOF, AS SET FORTH IN AN ORDER FORM EXECUTED BETWEEN PASSAGE HEALTH, INC. (“PASSAGE” OR “WE”) AND CUSTOMER.  TOGETHER, THIS ADDENDUM, THE TERMS OF SERVICE GOVERNING THE PROVISION OF THE PASSAGE SOLUTION GENERALLY (LOCATED AT https://www.passagehealth.com/terms-of-service) (THE “TERMS OF SERVICE”), AND ANY ORDER FORM(S) CONSTITUTE THE “AGREEMENT.” THE AGREEMENT IS EFFECTIVE AS OF THE ORDER FORM EFFECTIVE DATE.  CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE ORDER FORM OR TERMS OF SERVICE. BY EXECUTING AN ORDER FORM THAT INCORPORATES THIS ADDENDUM BY REFERENCE AND/OR OTHERWISE USING THE API, THE INDIVIDUAL OR ENTITY OBTAINING THE RIGHT TO ACCESS SUCH API (“CUSTOMER” or “YOU”) IS AGREEING TO BE BOUND BY AND IS A PARTY TO THIS AGREEMENT. IF THE INDIVIDUAL SIGNING THE ORDER FORM FOR CUSTOMER IS SIGNING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND THAT COMPANY OR OTHER LEGAL ENTITY.  IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT ACCESS OR USE THE API.

1. Grant of API and Data Licenses; Restrictions

1.1 API License Grant.

Subject to the terms and conditions of this Agreement, Passage hereby grants Customer a non-exclusive, non-sublicensable, non-transferable license to download and use the Passage application programming interface(s) and related materials provided by Passage to Customer (collectively, the “API”) solely for the purposes of (a) receiving certain data, documents, and other information pertaining to Customer (the “Passage-Provided Data”), solely for the benefit of such Customer, and (b) transmitting certain Customer Content into the Customer’s account within the Passage Platform (the “Customer-Provided Data”).

1.2 Restrictions.  

Customer will not (and will not allow any third party to): (a) install, download, distribute or otherwise use the API or the Passage-Provided Data for any purpose other than as expressly set forth in this Section 1; (b) use the API or the Passage-Provided Data for any illegal purposes; (c) repackage the Passage-Provided Data in any exported or application programming interface form (including without limitation CSV, XML or JSON), other than as expressly authorized by, and for the benefit of, Customer; (d) use the API or the Passage-Provided Data in any manner that competes with Passage; (e) use the API or the Passage-Provided Data in any manner that violates the rights of any person, including but not limited to intellectual property rights, rights of privacy or rights of publicity; (f) copy, rent, lease, sell, sublicense, disassemble, reverse engineer or decompile (except to the limited extent expressly authorized by applicable statutory law), modify or alter any part of the API or Passage-Provided Data; or (g) distribute or otherwise disclose the Passage-Provided Data to any third parties. Passage reserves the right to limit the number and/or frequency of API requests in its sole discretion.

2. Ownership; Reservation of Rights  

2.1 Passage Ownership. As between Passage and Customer, the API and all associated intellectual property rights are and will at all times remain the sole and exclusive property of Passage. All rights not expressly granted by Passage herein are reserved.

3. Obligations

3.1 Errors. If either Party identifies any errors with respect to the access and use of the API and Passage-Provided Data by Customer or the Customer-Provided Data by Passage, in each case as contemplated hereunder, such Party will notify the other Party and the Parties will work together in good faith to correct the error. Notwithstanding anything to the contrary herein, Passage is not obligated to test the Customer’s ability to integrate with the API and/or the Passage Platform as contemplated hereunder, and makes no guarantees in connection therewith.  It is Customer’s responsibility to ensure the interactions between the Customer and API operate as intended. Customer is further responsible for any costs incurred in connection with its infrastructure, including costs from its hosting provider, and for maintaining any appropriate software, hardware or other technology needed to support the integration contemplated hereunder.

3.2 Protected Health Information.  The Parties acknowledge that the Passage-Provided Data and the Customer-Provided Data may include Protected Health Information, as defined in the Business Associate Agreement entered into by the Parties on or about, or prior to, the Effective Date (the “BAA”). The Parties agree to comply with the terms and conditions of the BAA and, in the event of a conflict between any term or condition set forth in the body of this Agreement and any term or condition set forth in the BAA, the BAA will govern with respect to the subject matter thereof. Customer will not input, upload, import, or submit to the Passage Platform or otherwise provide to Passage any information to which disclosure or access is prohibited under applicable privacy or confidentiality laws, rules or regulations.

4. Disclaimers

4.1 Disclaimers.  Customer acknowledges and agrees that Passage may in its sole discretion from time to time make additions to, deletions from, modifications to, or change the nature of the API and/or Passage-Provided Data, and may cease to provide the API and/or Passage-Provided Data altogether.  THE API IS PROVIDED AS-IS WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. Passage makes no representations or warranties as to, and disclaims any responsibility for, the accuracy, completeness, integrity or compliance of the API and Passage-Provided Data.

5. Indemnity  

5.1 By Customer.  Customer will indemnify, defend and hold Passage harmless from any and all damages, liabilities, costs and fees (including reasonable attorneys' fees, “Losses”) resulting from any third party claims arising out of (i) Customer’s use of the API not in compliance with this Agreement or (ii) the Customer-Provided Data or Passage’s use thereof in accordance with this Agreement.

5.2 Indemnification Procedures. The foregoing obligations are conditioned on Passage notifying Customer promptly in writing of the action, claim or allegation, Passage giving Customer sole control of the defense thereof and any related settlement negotiations (provided that Passage may participate in such defense with its own counsel, at its own expense), and Passage cooperating and, at Customer’s reasonable request and expense, assisting in such defense.  Customer shall not settle any action, claim or allegation without Passage’s prior written consent, not to be unreasonably withheld.

6. Limitation of Liability  

‍IN NO EVENT WILL PASSAGE BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, STATUTORY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OF DATA, LOST REVENUES OR ANTICIPATED PROFITS, EVEN IF THAT PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.  

7. Term and Termination

This Agreement commences on the Effective Date and will continue until terminated in accordance with the Order Form. Upon any termination, Customer will destroy and remove from all computers, hard drives, networks, and other storage media all copies of the API.  Sections 2, 3.2, 5, 6, 7, 8 and 9, inclusive, will survive termination of this Agreement.

8. Export Controls 

‍Customer will comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or other United States or foreign agency or authority, and Customer will not export, or allow the export or re-export of the API in violation of any such restrictions, laws or regulations. By downloading or using the API, Customer agrees to the foregoing and represents and warrants that Customer is not located in, under the control of, or a national or resident of any restricted country.

9.Miscellaneous

‍This Agreement and the BAA constitute the entire agreement between Customer and Passage pertaining to the subject matter hereof, and supersede any and all written or oral agreements with respect to such subject matter. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither Party has any authority of any kind to bind the other Party in any respect whatsoever.  All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.  This Agreement may be amended only by a writing executed by both parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision will be reformed only to the extent necessary to make it enforceable. The failure of either Party to act with respect to a breach of this Agreement by the other Party does not constitute a waiver and will not limit either Party’s rights with respect to such breach or any subsequent breaches. This Agreement is personal to the Parties and may not be assigned or transferred for any reason whatsoever without the non-assigning Party’s prior written consent, and any action or conduct in violation of the foregoing will be void and without effect; provided, however, Passage may assign this Agreement without such consent to an affiliate or to a successor to all or substantially all of its assets or business to which this Agreement relates. This Agreement will be governed by the laws of the State of Delaware without regard to its conflict of laws provisions.

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