Advarra API Partner Program Terms and Conditions

These Advarra API Partner Program Terms and Conditions apply to the use of Advarra API and participation in the API Partner Program by the API Partner. The API Partner will accept this Agreement by signing and order form for the API Partner Program or using the API. If you do not accept these terms, the API Partner shall cease any use or reference to the Advarra API or API Partner Program. Capitalized terms used herein have the meanings set forth in Section 19, unless otherwise defined when they first appear.

This Agreement was last updated on May 10, 2022

  1. Purpose.
    • 1.1. Advarra owns or controls certain API that may be used to integrate API Partner software products with Advarra’s technology in use at the site of a customer of Advarra (each a “Customer”). API Partner wishes for Advarra to provide API Partner with access to those API, and enable its use at certain Customer(s) site(s), subject to the terms and conditions of this Agreement.
  2. Feasibility Period.
    • 2.1. Upon the execution of an Order Form, the first 14 days of the term will be a functional feasibility evaluation period (“Feasibility Period”). During the Feasibility Period, API Partner will receive only API documentation and will be able to have one 30 minute meeting with technical team to address any questions that arise to evaluate feasibility of API to support intended integrations. Within this Feasibility Period, API Partner may terminate the agreement in writing, otherwise API Partners participation in the API Partner Program will begin.
  3. Limited Right to Access.
    • 3.1. Subject to API Partner’s compliance with the terms and conditions of this Agreement, Advarra hereby grants to API Partner a limited, revocable, non-exclusive, non-sublicensable, personal, and non-transferrable license to access and use the API to the extent specified in one or more Order Forms solely as necessary to (i) permit integration of a Solution Integration at Customers’ sites, (ii) demonstrate a Solution Integration to one or more Customers, and (iii) provide access to and support of each Solution Integration to one or more Customers.
    • 3.2. Sandbox
    • 3.3. If API Partner purchases an appropriate tier of service, that provides access to a sandbox environment, then API Partner will receive a license to use the sandbox in accordance with this Section.
      • 3.3.1. Subject to, and conditioned upon API Partner’s compliance with, the terms and conditions of this Agreement, Advarra hereby grants to API Partner a non-exclusive, non-transferable, non-sublicensable, limited license to use the Software solely for API Partners internal use in a non-production environment to test functionality and interoperability with API Partners products or services.
      • 3.3.2. Third parties. The license granted to use the Software is solely for API Partner’s benefit. API Partner may not sub-lease, sub-license, sell, rent, assign, lease, or otherwise transfer or make it available to any third party in any manner not expressly authorized by this Agreement.
      • 3.3.3. Software Use Restrictions. API Partner may not, and will not permit any other person to, modify, alter, amend, fix, translate, enhance or otherwise create derivative works of the Software or to reverse engineer, decompile, or disassemble the Software except to the extent required or permitted by law.
      • 3.3.4. Third-Party Software. Certain of the Software may include Third Party Software licensed to Advarra and may be provided to API Partner in connection with the Software. Advarra is required to pass-through certain terms for the Third-Party Software to API Partner, and Advarra makes those terms available to API Partner at https://www.advarra.com/legal-agreements/. These applicable pass-through terms are incorporated into this Agreement and subject to change. Changes are effective when posted. Advarra represents that these pass-through terms do not limit API Partner’s licensed use of the Software as set forth in the Documentation
  1. API Ownership.
    • 4.1. Advarra retains all rights, titles, and interests in the API, Program Details, and the API Partner Portal. API Partner agrees that Advarra owns the API, which may contain trade secrets of Advarra.
  2. Use Restrictions.
    • 5.1. API Partner shall not decompile, disassemble, reverse engineer, copy, modify, display, adapt, disclose, distribute, or create derivative works of the API. API Partner shall not use the API in a way that would result in any third party having any intellectual property claim to any portion of the API (e.g., combining the API with code that requires disclosure of source code of the combined work upon distribution of the combined work). Except as otherwise provided in an Order Form, API Partner shall not provide any third-party access to the API or to the API Partner Program.
  3. Solution Integration Review.
    • 6.1. Prior to enabling a Solution Integration at a Customer site, API Partner must have entered into an Order Form with Advarra enabling such Solution Integration at such Customer’s site. API Partner shall submit a Solution Integration of each product offering for review to Advarra prior to enabling API Partner’s Solution Integration at the first Customer site. API Partner shall complete a Review Guide for initial integration of its offering. The Review Guide document template will be available in the API Partner Portal. When completing the Review Guide, the API Partner shall address the matters indicated in there, such as providing a description of the integration workflow (“Use Case Design”), describing the value of the integration to Customers, listing what API calls the Solution Integration makes, describing what permissions the Solution Integration requires, and providing proof/indication of good performance (e.g., tests completed). Advarra may, but is not required to, review each Solution Integration prior to enabling a Solution Integration at a Customer site. In its review, Advarra may analyze, among matters, what the Solution Integration does, the calls it makes, and the permissions it requires. API Partner shall resubmit its Solution Integration for review every time there is a substantial change to the Solution Integration (e.g., consumption of a new API, material change to the interface, material changes to the source code of such Solution Integration) that could impact the performance of such Solution Integration. API Partner understands and agrees that Advarra may, in its sole discretion and judgment:
      • 6.1.1. determine that a Solution Integration does not comply with the requirements of the API Partner Program;
      • 6.1.2. reject a Solution Integration for any reason, even if a Solution Integration complies with the requirements of the Program Details; and
      • 6.1.3. approve a Solution Integration.
    • 6.2. The parties will work together in good faith and share the information necessary to resolve Customer complaints relating to the technologies offered by each party. Additionally, API Partner shall follow the naming convention and process for authorization at each Customer site. A failure to fulfill this obligation is a material breach of this Order Form.
  4. API Partner Responsibilities and Acknowledgements Regarding Solution Integrations.
    • 7.1. Notwithstanding any review of a Solution Integration by Advarra, API Partner is solely responsible for each Solution Integration. This includes, but is not limited to, any costs, damages, expenses, losses (including lost business opportunities or lost profits), or any other liabilities API Partner may incur in connection with developing a Solution Integration or Advarra’s review and rejection of a Solution Integration. Further, prior to implementing a Solution Integration in a Customer environment, and during the time a Solution Integration is in use at a Customer site, API Partner must:
      • 7.1.1. license such Solution Integration to the applicable Customer and if requested by Advarra, provide Advarra a copy of such license signed by such Customer;
      • 7.1.2. receive written approval from Advarra for use of the Solution Integration at such Customer site;
      • 7.1.3. properly implement such Solution Integration for the Customer;
      • 7.1.4. notify Advarra at least 30 days prior to any changes it desires to implement that may affect any Solution Integration, including providing such other information requested by Advarra related to such changes; and
      • 7.1.5. protect all secrets, including API keys or authentication identifiers, that have been assigned to or a part of such Solution Integration.
    • 7.2. Subject to this Agreement, API Partner hereby grants to Advarra, its affiliates and third party contractors, a limited, non-exclusive, royalty-free, worldwide, fully paid up license to 1) validate each Solution Integration, 2) support each Solution Integration, 3) distribute each Solution Integration, 4) correct errors, 5) promote each Solution Integration and related software on the API Partner Portal, and 6) support Customers using the Solution Integrations.
  5. Data and Monitoring.
    • 8.1. Advarra may monitor, record, and use data and performance usage associated with a Solution Integration. Advarra may restrict or limit the amount of data returned by queries performed by a Solution Integration in order to support application performance. Advarra may, in its sole discretion, suspend, throttle, or otherwise limit each Solution Integration activity if Advarra believes in good faith that a Solution Integration poses a threat to the confidentiality, integrity, or availability of any Advarra or Customer system, infrastructure, or data.
  6. Updates.
    • 9.1. If Advarra issues an Update to an API, Advarra will contact API Partner via the API Partner Account or post a public notice on the API Partner Portal. Upon receipt of such notice, API Partner is responsible to ensure that a Solution Integration is updated to interoperate with the Updated version of the API within 90 days of such notice. If such interoperability is not commercially reasonable, API Partner shall notify Advarra in the event that a Solution Integration does not interoperate with the Updated API. API Partner understands and agrees that Advarra may revoke permission for a Solution Integration at a Customer site for any reason, including failure to interoperate with an Updated API.
    • 9.2. API Partner shall keep its contact information with Advarra up to date. Advarra may use such information to contact API Partner and provide API Partner updated information from time to time about the API.
  7. API Partner Responsibilities. Throughout the term of this Agreement, API Partner shall do the following:
    • 10.1. API Partner shall comply with the requirements of the API, the API Partner Portal, and the Program Details, as well as all applicable laws, rules, and regulations. API Partner acknowledges and agrees that API Partner is not a Business Associate of Advarra.
    • 10.2. API Partner shall ensure that each Solution Integration does not contain or transmit any viruses or other harmful code of any kind, that may impact the confidentiality, integrity, or availability of: (i) the API; (ii) any Customer system or data; or (iii) any other technology, equipment, or computer systems of Advarra or Customer.
    • 10.3. API Partner shall implement and maintain reasonable security procedures and practices sufficient to: (i) ensure the confidentiality, integrity, and availability of all information created, received, or maintained by a Solution Integration; and (ii) protect against reasonably anticipated threats to the information created, received, or maintained by a Solution Integration.
    • 10.4. API Partner shall support a Solution Integration at Customer site(s) using industry standard practices. This includes, but is not limited to, communicating planned downtime, communicating the plan regarding unplanned outages, providing telephonic or other help desk support, and maintaining a documented issue escalation process.
    • 10.5. API Partner shall ensure that each Solution Integration (i) is stable and does not produce excessive unexpected errors or inaccurate data, and (ii) uses the API in a reasonable manner that does not materially negatively impact the user’s system performance.
    • 10.6.  If a Solution Integration includes any content, API Partner must own all such content or have permission from all content owners sufficient to permit the inclusion, distribution, and use by the user of such content.
    • 10.7. Notwithstanding any prior termination of this Agreement, API Partner shall timely pay the amounts listed in each Order Form and invoice from Advarra when indicated in such Order Form and invoice.
  8. Warranty Disclaimer. THE API AND PROGRAM DETAILS ARE PROVIDED TO API PARTNER FOR API PARTNER CONVENIENCE, AND ARE PROVIDED AS-IS. ADVARRA HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE AND TITLE, AND ANY IMPLIED WARRANTY AGAINST INTERFERENCE WITH API PARTNER ENJOYMENT OF THE API OR AGAINST INFRINGEMENT. API PARTNER ACKNOWLEDGES THAT NO ADVARRA EMPLOYEE OR ANY OTHER PARTY IS AUTHORIZED TO MAKE ANY REPRESENTATION OR WARRANTY NOT IN THIS AGREEMENT.
  9. Limitation of Liability. IN NO EVENT WILL ADVARRA BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, ENHANCED, CONSEQUENTIAL, OR INDIRECT DAMAGES, OR FOR ANY LOSS OF BUSINESS, PROFIT, OR REVENUE, ANTICIPATED SAVINGS, GOODWILL, OR REPUTATION IN CONNECTION WITH THIS AGREEMENT, THE API PARTNER PROGRAM, THE USE OR NONUSE OF THE API OR ANY SOLUTION INTEGRATION, EVEN IF ADVARRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, OR IF SUCH LOSSES WERE OTHERWISE FORESEEABLE. UNDER NO CIRCUMSTANCES WILL ADVARRA’S TOTAL LIABILITY UNDER THIS AGREEMENT, THE API PARTNER PROGRAM, THE USE OR NONUSE OF THE API OR ANY SOLUTION INTEGRATION COLLECTIVELY EXCEED THE TOTAL FEES ACTUALLY PAID BY API PARTNER TO ADVARRA IN THE 12-MONTH PERIOD PRECEDING ANY CLAIM.
  10. Indemnification. API Partner shall indemnify, defend, and hold Advarra, its officers, directors, employees, agents, suppliers, and subcontractors harmless from all third-party claims, losses, liabilities, and expenses (including damages and costs, and reasonable attorney’s fees) (“Claim”) arising out of or relating to any of the following:
    • 13.1. API Partner’s breach of this Agreement;
    • 13.2. any Solution Integration, including any use or nonuse of any Solution Integration by a Customer;
    • 13.3. API Partner’s use of the API or Program Details;
    • 13.4. API Partner’s use of the API Partner Portal; and
    • 13.5. API Partner’s use of the API Partner Account.
      • 13.5.1. A PI Partner’s duty to indemnify under this Section 13 does not apply to the extent any Claim alleges that the API or Program Details, in the form provided to API Partner by Advarra, used as designed and not in combination with any other person’s or entity’s software or technology infringes upon any third-party copyright, patent, or trademark, in each case enforceable in the United States.
  1. Confidentiality.
    • 14.1. API Partner shall hold all materials provided to API Partner hereunder, including the terms of this Agreement (“Confidential Information”), in confidence. API Partner shall use and disclose Confidential Information only as necessary to perform API Partner obligations hereunder or as contemplated hereby. API Partner shall not disclose the Confidential Information for any other purpose. Any unauthorized use or disclosure of Confidential Information will constitute a material breach of this Agreement.
  2. Term and Termination.
    • 15.1. Term:
      • 15.1.1. This Agreement shall be in effect from the earlier of: (i) the effective date of the Order Form; or (ii) the customer first access to or use of the API and shall remain in effect for 12 months (“Initial Term”).
      • 15.1.2. After the Initial Term, the Agreement will automatically renew for 12-month periods, (“Renewal Term”), unless either party provides at least 60 days prior written notice to the other party (collectively with the Initial Term and any Renewal Terms, “Term”).
      • 15.1.3. Any Order Form under this Agreement will automatically renew for an annual period, unless either party provides at least 60 days prior written notice.
    • 15.2. Termination.
      • 15.2.1. This Agreement may be terminated by: (i) Advarra’s notice to API Partner of its termination of the API Partner Program; (ii) Advarra’s notice of termination to API Partner following either an incurable breach by API Partner of an obligation under this Agreement or API Partner’s failure to cure within 14 days a curable breach of an obligation under this Agreement following notice thereof by Advarra; (iii) Advarra’s for convenience upon 30 says prior written notice; or (iv) by API Partner for convenience, within 14 days of the Effective date.
    • 15.3. Effect of Termination
      • 15.3.1. The effects of termination of an Order Form are:
        • 15.3.1.1. API Partner’s status as part of the API Partner Program will be immediately revoked;
        • 15.3.1.2. API Partner will be removed from Advarra’s website and all publicly facing marketing collateral, webinars, articles, and other materials of API Partner will also be removed;
        • 15.3.1.3. Advarra will notify all Customers with live integrations of API Partner of the termination;
        • 15.3.1.4. Advarra will immediately revoke API’s Partner’s access to the Advarra University and API Partner Portal, including the training, API documentation, and all other materials related to the API Partner Program;
        • 15.3.1.5. at the request of Advarra, API Partner will either return all materials of Advarra or provide proof of destruction;
        • 15.3.1.6. API Partner’s sandbox access will be immediately revoked;
        • 15.3.1.7. all outstanding payment obligations of API Partner under this Order Form will immediately become due and payable;
        • 15.3.1.8. Any future credits from the Network Referral Program will be canceled; and
        • 15.3.1.9. Customers will retain their current benefits provided by Advarra, but subject to the terms of the Program Terms and Conditions, all benefits to API Partner will cease.
        • 15.3.1.10. Any outstanding Referral Rebate, that are not yet provided before the termination date, will be null and void.
      • 15.3.2. The following sections survive any termination or expiration of this Agreement: 4 (API Ownership), 7 (Additional API Partner Responsibilities), 11 (Warranty Disclaimer), 12 (Limitations of Liability), 13 (Indemnification), 14 (Confidentiality), and 17 (Additional Provisions). In addition, upon termination of this Agreement, Advarra may, in its sole discretion, extend the duration of any license grant pursuant to Section 3 and the corresponding provisions in Sections 5, 7, 8, 9, and 10 identified by Advarra upon notice thereof to API Partner in the event that Advarra deems it necessary or appropriate to do so for the duration and upon the terms stated in such notice to ensure an orderly transition for the benefit of Customers
  1. Payment terms.
    • 16.1. API Partner will pay the Customer will pay the participation fees, usage fees, combined pricing numbers, or other fees described in an Order Form within 30 days of the invoice.
  2. API Partner Referrals .
    • 17.1. Any Partner Referral Fees shall be credited by Advarra against API Partner Program Fees due in the following year. The rebate program does not have cash value. Participation in the API Partner Referral Network could reduce API Partner’s Program Fees (Annual Access + Usage Fees) down to $0. No rebate or payment obligation of Advarra, however, will arise under the API Partner Referral Network. There is no cash value to the Referral Rebate
      • 17.1.1. The fulfillment obligations of the Referral Fee shall not be fulfilled upon the expiration or termination of this Agreement.
      • 17.1.2. Each Party shall be responsible for its own taxes, duties, levies, imposts, assessments, deductions, fees, withholdings or similar charges related to its provision of services or products to any customer or in performance under this agreement.
      • 17.1.3The API Partner shall disclose this referral relationship to any Potential Customer at the time of Referral.
  3. Additional Provisions.
    • 18.1. API Partner Materials; Names, Logos.
      • 18.1.1. API Partner shall not use or display any Advarra marks or logos without prior written permission of Advarra. API Partner hereby grants Advarra a revocable, non-exclusive, royalty-free license to use, copy, distribute, and display API Partner’s logos provided by API Partner to Advarra and the API Partner Materials in each case in a manner as described in or contemplated by the Program Details. API Partner retains all rights, titles, and interests in the API Partner Materials and its logos.
    • 18.2. No Joint Venture or Partnership.
      • 18.2.1. Nothing contained in this Agreement may be construed to create a joint venture, partnership, or similar relationship between the parties, and their relationship is and will remain that of independent parties. Except as otherwise explicitly provided in this Agreement, in no event will either party be liable for the debts or obligations of the other party.
    • 18.3. Notices.
      • 18.3.1. Except as otherwise described in this Agreement, to be effective, any notice, consent, or communication required or permitted to be given in connection with this Agreement must be in writing and personally delivered or sent by messenger, overnight courier, email, or certified mail and addressed to the address specified in the API Partner Account or the most recent Order Form or invoice, to the attention of the person(s) listed therein. All notices, consents, and communications are deemed delivered and received by the receiving party (i) if personally delivered or delivered by messenger or through the API Partner Account, on the date of delivery or on the date delivery was refused, (ii) if delivered by overnight courier or certified mail, on the date of delivery as established by the return receipt, courier service confirmation, or similar documentation (or the date on which the courier or postal service, as applicable, confirms that acceptance of delivery was refused or undeliverable), or (iii) if emailed, the date on which the email is confirmed through an acknowledgment of receipt by either the intended recipient or other third-party confirmation of delivery service (with an automatic “read receipt” not constituting receipt of an email).
    • 18.4. Feedback.
      • 18.4.1. API Partner may provide improvements, modifications, suggestions, comments, or other feedback (collectively, “Feedback”) to Advarra with respect to its offerings and services, including the API. Feedback is voluntary and Advarra is not required to hold it in confidence. Advarra may use Feedback for any purpose, without obligation of any kind. API Partner hereby grants Advarra an irrevocable, non-exclusive, perpetual, royalty-free license to use, display, copy, distribute, modify, make derivative works of, sell, and import the Feedback in connection with Advarra’s business, including enhancement of the API and Advarra’s other offerings.
    • 18.5. Independent Development.
      • 18.5.1. This Agreement is nonexclusive. Nothing in this Agreement limits Advarra’s right to create, design, enhance, develop, produce, sell, license, promote, market, or distribute any technologies that perform the same or similar functions as, or otherwise competes with, a Solution Integration, or any other products or technologies that API Partner may create, design, enhance, develop, produce, sell, license, promote, market, or distribute. Advarra will not be liable for any use or disclosure of Residuals, of any Feedback provided by API Partner or API Partner personnel related to the API, the Program Details, or the API Partner Portal.
    • 18.6. Severability.
      • 18.6.1. The provisions of this Agreement are severable, such that the invalidity or unenforceability of any provisions hereof will not impact the validity or enforceability of the remaining provisions, and any invalid or unenforceable provision will be enforced to the maximum extent possible, provided that no such severability will be effective if it materially changes the benefit of this Agreement to either party.
    • 18. 7. Audit.
      • 18.7.1. Advarra may conduct an audit of a Solution Integration and any of API Partner records to verify API Partner compliance of this Agreement, at Advarra’s expense. This right to audit includes the right to audit any subcontractors used in connection with API Partner performance under this Agreement.
    • 18.8. Non-Compete.
      • 18.8.1. API Partner shall not use any information, Documentation, or the API for the purpose of creating a competing product or service.
      • 18.8.2. API Partner shall not create or implement a competing product or service, during the Term of this Agreement or for 1 year following the termination or expiration of the Agreement.
      • 18.8.3. During the term of this Agreement and for a period of one year following its expiration or termination, each Party agrees it will not directly or indirectly solicit, employ, or otherwise engage any employee of the other Party or contractors. Notwithstanding the foregoing, neither Party will be in breach of this Section due to hirings that are made solely as a result of general employment solicitation, such as employment ads placed in newspapers of general circulation or internet job sites.
    • 18.9. Modifications.
      • 18.9.1. Except as otherwise limited in an Order Form, Advarra may add, remove, or modify the API, this Agreement, the Program Details, the API Partner Program, the API Partner Portal, or API Partner Account by notifying API Partner. API Partner’s continued use of the API following API Partner’s receipt of such notice serves as consent to any such modifications.
    • 18.10. Limitation of Liability
      • 18.10.1. The total liability of Advarra for all damages, losses, and causes of action whether in contract, tort, or otherwise will not exceed the total fees paid by Partner during the six (6) months immediately preceding the event giving rise to liability.
    • 18.11. Governing Law.
      • 18.11.1. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws principles.
    • 18.12. Entire Agreement.
      • 18.12.1. Each party acknowledges that this Agreement, including the Order Forms and Program Details, constitutes the complete and exclusive statement of the terms and conditions between the parties with regard to the subject matter hereof, and supersedes all prior proposals, understandings, and agreements, whether oral or written, of the subject matter relating hereto. In the event of a conflict between the body of these Advarra API Partner Program Terms and Conditions and any Order Form, exhibit, statement of work, or other attachment, the governing priority of the documents is as follows: (a) these Advarra API Partner Program Terms and Conditions, (b) Order Form(s), and (c) the exhibits, statement of work, or other attachments, unless (i) the conflicting provision expressly states that it amends or supersedes a document that is listed in this sentence as having higher governing priority, (ii) such document is signed or initialed by both parties, and (iii) such document is dated after the document that it amends or supersedes.
  4. Definitions.
    • 19.1. “Advarra” means Advarra, Inc., a Ohio corporation.
    • 19.2. “Agreement” with respect to the agreement between Advarra and an API Partner, these Advarra API Partner Program Terms and Conditions, including one or more Order Forms signed by such API Partner and Advarra, including any attachments thereto.
    • 19.3. “API” means the application programming interfaces provided via the API Partner Program, including all underlying technologies, documentation, definitions, keys, message formats, service endpoints, and details of implementation of the same.
    • 19.4. “API Partner” means an entity (i) participating in the API Partner Program, (ii) agreeing to these Advarra API Partner Program Terms and Conditions, and (iii) signing and delivering to Advarra at least one Order Form countersigned by Advarra that has not terminated.
    • 19.5. “API Partner Account” means an account issued to API Partner by Advarra to enable API Partner’s participation in the API Partner Program.
    • 19.6. “API Partner Materials” means the user documentation and materials provided by API Partner that describes the features and functions of the Solution Integration, including any updates, enhancements, modifications, and improvements to the features and functions that API Partner may provide from time to time. API Partner Materials includes promotional materials that API Partner may provide to be posted in the API Partner Portal.
    • 19.7. “API Partner Portal” means the web-based platform where Advarra provides information related to this Agreement to API Partner, also referred to as Advarra University.
    • 19.8. “API Partner Program” means the program governed by this Agreement by which Advarra provides API Partner access to and use of the API, as more fully described in the Program Details.
    • 19.9. “Business Associate” has the meaning set forth in 45 CFR 160.103.
    • 19.10. “Documentation” means the supporting documents such as API specifications, authentication requirements, and frequently asked questions regarding the products or services.
    • 19.11. “Order Form” means a document executed by the parties setting forth the fees associated with API Partner’s participation in the API Partner Program and the API Partner’s use of the API at one or more sites of Customers.
    • 19.12. “Program Details” means a description of the API Partner Program attached to an Order Form.
    • 19.13. “Potential Customer” means in the event that API Partner discovers an entity that is new to Advarra (meaning that the entity has not been in discussion with Advarra in the preceding 6 months for services), and might be interested in acquiring services from Advarra, (“Potential Customer”)API Partner will email the pertinent information to Advarra at partner.referrals@advarra.com.
    • 19.14. “Referrals” means if Advarra is able to convert a Potential Customer, to one who has a contract with Advarra within 12 months of the Referral Date
    • 19.15. “Referral Date” means the date API Partner email the pertinent information of the Potential Customer to Advarra at partner.referrals@advarra.com.
    • 19.16. “Referral Rebate” means the fee provided to API Partner for each Potential Customer that contracts or engages Advarra for products or services, as described in Attachment C of the Order Form.
    • 19.17. “Residuals” means the ideas, concepts, techniques, and know-how embodied in a Solution Integration or otherwise in intangible form, that may be retained in the unaided memory of Advarra personnel who had rightful access to a Solution Integration (e.g., in connection with providing services to mutual Customers).
    • 19.18. “Solution Integration” means an integration of API Partner’s software and technology to a Customer site via one or more API as contemplated by this Agreement.
    • 19.19. “Update” means enhancements, corrections, or new releases to the API that Advarra makes generally commercially available.
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