Terms and Conditions

Begin tl;dr

Please review this handy guide as a complement to the Dexcom Data Registered Developer Agreement below. This guide is not a legal agreement, nor is it an exhaustive translation from legalese to plain English, nor is it a replacement in any way for your thorough reading and comprehension (and enjoyment!) of the Dexcom Data Registered Developer Agreement. The provisions of the Dexcom Data Registered Developer Agreement control, and this guide does not modify those provisions. The following points are not in any kind of priority order. It’s all important. And so, Constant Reader…

  • Know all of the applicable rules and regulations, and follow them. This applies to cybersecurity, privacy, regulatory, business, and so on. Protect your business and your users (and their data).
  • When you become a Registered Developer and create a new app, your new app will have “Limited Access” to production data (via the Dexcom API) for a small number of real Dexcom product users (dependent on those users authorizing your new app to access their Dexcom data). Yes, your new app can access real Dexcom data for testing and prototyping, even before going to market, being reviewed, etc! This is one of the reasons that the Dexcom Registered Developer Agreement below is so long. See section 2.1 for the details. And if your app is accessing production data, you must have a published privacy policy – see section 3.2(d).
  • Technical support for your app is your responsibility, before and after your app launches commercially. If one of our shared customers calls Dexcom tech support because they’re having an issue with your app (and we are certain the issue is not on the Dexcom side), we may direct them to be in touch with you. Please make sure to provide us with contact information for your tech support team (and update us if it changes). And if you become aware of an issue with your app, please let us know immediately. See sections 2.2 and 3.11 for the details.
  • No secondary data-sharing: your app is the final resting place for Dexcom data. You are not permitted to share, sell, distribute, or disclose (or any other synonyms) your users’ Dexcom data. This includes data derived from Dexcom CGM data (like a new “score” that you develop based on CGM data). This does not prevent, for example, your app from enabling your users to share their data with their clinician or other caregiver, or having a function within your app that enables your users to export their data (for example, as a .csv). It does prohibit, for example, your app from being the source of Dexcom data for another app. It also prohibits, for example, you from selling Dexcom data or derived data to another individual or company. These examples are not exhaustive. See section 2.3 for the details.
  • Don’t publicly market your Limited Access (pre-commercial) app before you upgrade to Full Access. It’s okay, for example, to invite Dexcom users in the United States to try your Limited Access app as beta testers, but it needs to be made clear that your app is not a commercial product, and that it’s your app and not Dexcom’s, etc. See section 2.4 for the details. That said, since your Full Access app will need to feature a Dexcom logo (to make it clear to users that the CGM data is from Dexcom), you can use a Dexcom logo in your Limited Access app as you develop, implement, and test your UI and UX – see section 3.12 for the details.
  • Your app is yours, your intellectual property is yours. If you develop IP based on Dexcom’s API, specifications, data, etc, and then you (or someone who licenses your IP, acquires you, etc) sue Dexcom for patent infringement, you grant Dexcom a license to that IP. This is not a ploy to steal your ideas. It’s so we don’t get sued, because chances are good that we are all working on similar things (and creating IP around those things), and we can’t allow Dexcom’s open data efforts to hinder our freedom to operate in the CGM space. So, let’s all avoid litigation if we can help it. See section 6 for the details.

End tl;dr

 

Dexcom Data Registered Developer Agreement

Last updated:  August 15, 2017

This Dexcom Data Registered Developer Agreement ("Agreement") is entered into by and between DexCom, Inc., a Delaware corporation ("Dexcom," "Us," or "We"), and You (as defined below), as of the date you indicate Your acceptance of the terms of this Agreement by clicking on the "I Accept" (or similar consent) button (the "Effective Date"). This Agreement governs Your use of the developer.Dexcom website ("Website"), including any content, functionality and services enabled by or offered on or through the Website, and the Dexcom API (the foregoing, collectively with the Website, the "Service"). In the event of any conflict between this Agreement and the Privacy Policy, this Agreement shall govern.

IMPORTANT – PLEASE READ CAREFULLY

THIS AGREEMENT CREATES A LEGALLY BINDING AGREEMENT WHICH GOVERNS YOUR USE OF THE SERVICE. BY REGISTERING WITH THE WEBSITE, YOU ACCEPT AND AGREE TO BE BOUND, WITHOUT LIMITATION OR QUALIFICATION, BY THIS AGREEMENT. IF YOU ARE NOT AT LEAST EIGHTEEN (18) YEARS OF AGE, OR YOU DO NOT ACCEPT ANY TERMS IN THIS AGREEMENT, YOU ARE PROHIBITED FROM USING THE SERVICE. If you are using the Service on behalf of Your employer (the "Principal User"), then (i) you personally represent and warrant to Us that the Principal User has authorized you to act on the Principal User’s behalf and to obligate the Principal User to be bound by this Agreement, and (ii) you hereby enter into this Agreement in the name of and on behalf of the Principal User.

1.     Definitions.

1.1.      "API Output Data" means the retrospective CGM Data Endpoints on Dexcom's cloud-based servers, for any Dexcom CGM Product device generations from which data is transferred to such servers, and made available by Dexcom in its sole and absolute discretion for retrieval by an App through calls made to the Dexcom API. API Output Data consists of Production Data and/or Sandbox Data, as applicable. The term "API Output Data" shall in no way be construed to include any Raw Data or Real-Time Data (each as defined below).

1.2.      "App" means any software application and cloud-based software platform, developed by You or on Your behalf, which application and platform are enabled through the Specifications to (i) make calls to the Dexcom API to exchange API Output Data with Dexcom's cloud-based servers storing API Output Data, and (ii) in the case of the software application, display API Output Data and/or any other data generated or provided by You that contains or is derived from or otherwise based upon API Output Data. Apps consist of Limited Access Apps and Full Access Apps, as applicable.

1.3.      "CGM Data Endpoints" means, at any time, the then-current list of continuous glucose monitoring scopes of data identified on the Website. The scopes of data comprising CGM Data Endpoints are subject to change by Dexcom, in our sole and absolute discretion without notice to or approval by You, and You hereby accept and agree that the definition of "CGM Data Endpoints," and thereby this Agreement, is modified and amended to include only the scopes of data identified in the Website upon any and each subsequent change thereto by Dexcom.

1.4.      "Confidential Information" is defined in Section 5.1.

1.5.      "Continuous Glucose Monitoring (CGM) Product" means any product or system that (i) monitors glucose, and (ii) comprises a sensor and one or more of the following components: a receiver, a mobile application, software application, and/or a transmitter. A CGM Product includes, but is not limited to, monitoring interstitial glucose concentrations in which the monitoring is performed continuously or continually at time intervals ranging from fractions of a second up to, e.g., 1, 2 or 5 minutes, or longer. The Dexcom G5® Mobile Continuous Glucose Monitoring System is one example of a CGM Product.

1.6.      "Derived Data" means any data created or generated by You or Your App about Dexcom Product Users using the App that has been derived from, or is otherwise based upon or incorporates, any API Output Data.

1.7.      "Dexcom API" means the application programming interface (API) provided by or on behalf of Dexcom by which an App can call Dexcom's cloud-based servers to retrieve the API Output Data.

1.8.      "Dexcom BLE CGM Transmitter" means the component of a Dexcom CGM Product that acquires and processes Raw Data into and transmits CGM Data Endpoints via Bluetooth® low energy to a separate compatible device such as a mobile device or Dexcom receiver.

1.9.      "Dexcom Competitor" means any person, company, institution, or entity, and any affiliates thereof, researching, developing, and/or commercializing in any way a CGM Product.

1.10.   "Dexcom Data Partner" means a person or entity that has registered with the Website, and who has received a Dexcom Notice for at least one App and satisfied all other eligibility requirements set forth in the Website.

1.11.   "Dexcom Notice" means Dexcom’s notice to You that the applicable Limited Access App You submitted for Dexcom's review has passed Dexcom’s review process.

1.12.   "Dexcom Product User" means a person that has (i) registered to use a Dexcom CGM Product, or (ii) been authorized by a registered user to view such person's Dexcom CGM Product's information, including without limitation, CGM Data Endpoints, through the use of the Dexcom Share® mobile application and services. The maximum number of Dexcom Product Users is set forth on the Website.

1.13.   "Dexcom Sensor" means the component of a Dexcom CGM Product comprising a continuous glucose monitoring electrode sensor, adapted to (i) penetrate the patient’s skin to come into contact with the patient’s interstitial fluid, (ii) measure interstitial fluid glucose level, and (iii) be operably coupled to a Dexcom BLE CGM Transmitter to communicate the blood glucose value, as measured by the electrode sensor, to a separate device such as a mobile device or Dexcom receiver.

1.14.   "Dexcom Technology" means any and all technology, software, hardware, data, algorithms, processes, technical information, documentation, and know-how owned or controlled by Dexcom that are embodied within or used in connection with the research, development, manufacture, use, sale or license, support and/or maintenance of any current, prior, or future Dexcom products, services, and/or data, where such products, services, and data include without limitation, any Dexcom CGM Products, Specifications, Dexcom API, and Dexcom Confidential Information.

1.15.    "Full Access App" means an App for which Dexcom has issued to You a Dexcom Notice, pursuant to Your having agreed to a Dexcom Data Partner Agreement, thereby indicating the App (a) has satisfied Dexcom's requirements for, and is thereby permitted to, access and make commercial use of Production Data, and (b) may be publicly marketed and distributed, and made available for commercial use, in the Territory.

1.16.   "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, as amended.

1.17.   "Intellectual Property Rights" means, collectively, all copyright rights (including, without limitation, the exclusive right to use, reproduce, modify, distribute, publicly display and publicly perform the copyrighted work), trademark rights (including, without limitation, trade names, trademarks, service marks, and trade dress), patent rights (including, without limitation, the exclusive right to make, use and sell), trade secrets, rights of publicity, authors' and moral rights, goodwill and all other intellectual and industrial property rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof, regardless of whether such rights arise under the laws of the United States or any other state, country or jurisdiction.

1.18.   "Limited Access App" means an App that is not a Full Access App, and is therefore subject to the limitations set forth in this Agreement.

1.19.   "Posted Content" means any communications, videos, images, and sounds, and all materials, data, and information contained in any of the foregoing, that You upload, post, or publish to, or transmit through, the Website (or otherwise send or submit to Dexcom through any other medium), including, without limitation, any comments You may make about content uploaded, posted, or published to, or transmitted through, the Website by any third party. For the purpose of certainty, the following are not "Posted Content": (i) Limited Access Apps, (ii) Full Access Apps, and (iii) any related documentation developed by, for, or on Your behalf concerning or related to Your Limited Access Apps and Full Access Apps.

1.20.   "Production Data" means API Output Data consisting of non-simulated CGM Data Endpoints of real Dexcom Product Users, which CGM Data Endpoints reside on Dexcom's production cloud-based servers and are made available to You through the Dexcom API for the uses expressly permitted under this Agreement.

1.21.   "Raw Data" means the proprietary digitized electrical signal reflecting glucose concentration measurements in picoamps generated by the Dexcom Sensor. Raw Data also includes derivations of the foregoing glucose concentration measurement data resulting from the following processing steps performed by the Dexcom BLE CGM Transmitter: de-noising, conversion/calibration to glucose readings, and fault detection and discrimination.

1.22.   "Real-Time Data" means any API Output Data or other Dexcom data that is or may be used to support (i) a therapeutic decision in real time, and/or (ii) real-time notifications and/or alerts to or by You, Dexcom Product Users, caregivers or sponsors that may trigger intervention or therapeutic decisions.

1.23.   "Registered Developer" means You upon Your (i) agreement to this Dexcom Registered Developer Agreement, and (ii) completion of the Website registration process.

1.24.   "Regulatory Authorities" means the Food and Drug Administration (FDA), U.S. Department of Health and Human Services (HHS), or other U.S.­based or international regulatory or governmental agencies or officials.

1.25.   "Sandbox Data" means API Output Data consisting of simulated CGM Data Endpoints which reside on Dexcom's non-production cloud-based servers and are made available to You through the Dexcom API for the uses expressly permitted under this Agreement.

1.26.   "Specifications" means the then-current specifications described in the Website for communications protocols permitting data exchanges between an App and the Dexcom API to exchange data with Dexcom's cloud-based servers storing API Output Data.

1.27.   "Territory" shall mean only the United States of America.

1.28.   "You" means the person accepting this Agreement, and the Principal User on whose behalf such person is accessing and/or using the Service.

2.     License Grant and Limitations.

2.1.      License Grant. Subject to Your agreement to, and continuing compliance with, this Agreement, Dexcom grants You a non-exclusive, non-transferable, royalty-free, revocable limited right and license to: (a) access the Website through a web browser; (b) use the Specifications as described in the Website, solely for the purpose of enabling data exchanges between Your App(s) and the Dexcom API to exchange data with Dexcom's cloud-based servers storing API Output Data; (c) use the Dexcom API, and obtain and use valid tokens issued by Dexcom, solely to make calls to the Dexcom API to retrieve API Output Data (and, in the case of Production Data in connection with Limited Access Apps, limited to the maximum number of Dexcom Product Users set forth on the Website); (d) receive, use, and display such API Output Data and/or any other data generated or provided by You that contains or is derived from or otherwise based upon such API Output Data by and/or for Your App(s), in each case solely for the purposes of, developing and testing Your Limited Access App, and providing Your Limited Access App solely on a private, confidential basis to Dexcom Product Users (up to the maximum number set forth on the Website) in the Territory, solely for non-commercial beta use of such App by such Dexcom Product Users in the Territory; and (e) use the Dexcom Logo in Your App pursuant to Section 3.12.

2.2.      Support. You will have primary responsibility for providing technical support to Your App’s end-users and you will provide Dexcom with the contact information of at least one (1) person within Your organization responsible for such technical support.  Subject to the foregoing, Dexcom will use good faith efforts to provide general technical support of the Service, Specifications, and Dexcom API through use of a support ticketing system made available at the Website to You and other users of the Website. Notwithstanding the foregoing, Dexcom will not provide any support (and may refer any support request to Your technical support team) for (i) any research, development, testing, beta use, or troubleshooting of Your App, (ii) any use of the Dexcom API by You that is not in accordance with the Specifications, including, without limitation, use of any hardware or software that is not compatible with use of the Dexcom API, or (iii) any errors or other problems reported by You that are not caused by the Specifications or Dexcom API, such as, without limitation, malfunctioning hardware or software used by You and/or not required by the Specifications.

2.3.      General Limitations. You shall not, and shall not permit any third party to: (a) sell, rent, license, or otherwise monetize the Specifications (or any portion thereof) or any documentation concerning or related to such Specifications; (b) disclose, provide, publicly display, distribute, license, sublicense, sell, rent, transfer or otherwise share with or to any third party any API Output Data and/or Derived Data; (c) create derivative works or otherwise modify the Specifications, or use the Specifications or Dexcom API for any purpose other than as expressly set forth in this Agreement;  (d) intercept, create derivative works, propagate, reverse engineer, disassemble, de-encrypt, or derive any confidential or non-public elements of any Dexcom Technology, the source code of or BIOS included in any Dexcom Technology, or the Raw Data or any Real-Time Data generated by a Dexcom CGM Product; (e) advertise or represent that: (i) Your App can interact or communicate directly with a Dexcom CGM Product; (ii) any of Your software or systems (other than Your App) can interact or communicate with the Dexcom API or Dexcom's cloud-based servers storing API Output Data; (iii) Your App, or any other of Your products or services related thereto, are developed, validated, approved, endorsed, or preferred by Dexcom; (iv) You are an approved, exclusive, or preferred Data Partner of Dexcom; or (v) You represent, are employed by, or speak for Dexcom in any way; (f) interfere or attempt to interfere with the proper functioning of the Service or Dexcom API, or connect to or use the Dexcom API or Dexcom's cloud-based servers storing API Output Data in any way not expressly permitted by this Agreement; (g) use the Service or Dexcom API in connection with any violation of any applicable law or regulation, or do anything that promotes the violation of any applicable law or regulation; (h) institute, assist or become involved in any type of attack, including, without limitation, distribution of a virus, denial of service attacks upon the Service or Dexcom's cloud-based servers storing API Output Data, or other attempts to disrupt any other person’s use or enjoyment of the Service, Dexcom API, or Dexcom's cloud-based servers storing API Output Data; or (i) gain, or attempt to gain, unauthorized access to the Service, Dexcom API, or Dexcom's cloud-based servers storing API Output Data by any means.

2.4.      Requirements and Limitations Regarding Your App.

(a)    You may provide Your Limited Access App solely on a private, confidential basis to Dexcom Product Users (up to the maximum number set forth on the Website) in the Territory, solely for non-commercial beta use of such App by such Dexcom Product Users in the Territory. Without limiting the foregoing, You will not publicly market, distribute, sell, or license any Limited Access App until You have received a Dexcom Notice upgrading the Limited Access App to a Full Access App.

(b)    You will provide Dexcom with access to each Limited Access App prior to receipt of a Dexcom Notice and any commercial release or distribution of such Limited Access App.

(c)    Without limiting the foregoing, to the extent you make available any App to Dexcom Product Users, You shall ensure that such Dexcom Product Users agree to be bound by an agreement under which they expressly agree that any of their API Output Data provided by Dexcom to You is provided without any warranty or other terms that contradict, expand or differ from the express warranties and terms published or otherwise made available to them by Dexcom.

(d)    Without limitation, You are expressly prohibited from possessing or displaying any Raw Data or Real-Time Data for any use whatsoever, and You are not granted any Intellectual Property Rights, or any other rights whatsoever, to or in the algorithms, glucose engine, Dexcom API (except as expressly set forth in Section 2.1), or software used by Dexcom's cloud-based servers to process the Raw Data and/or generate the API Output Data.

(e)     Dexcom, in its sole and absolute discretion, may set limits on (i) the number of calls that Your Limited Access App(s) and/or Full Access App(s) may make, either separately or in the aggregate, to the Dexcom API, (ii) the maximum content that Your Limited Access App(s) and/or Full Access App(s), either separately or in the aggregate, may access through the Dexcom API, and/or (iii) any other performance metrics, for any reason.  Dexcom may change any or all of the foregoing usage limits at any time, and/or may utilize technical measures to prevent over-usage and/or stop usage of the Dexcom API by an application after any usage limitations are exceeded.  In the event Dexcom establishes any such limitations, You agree that neither You nor any third party acting on Your behalf will or will attempt to circumvent such limitations.

(f)    You will not distribute or resell any Dexcom product or service, or describe You in any publicly available document or source (including, without limitation, on any website) as an authorized distributor or retailer of any Dexcom product or service.

2.5.      Updates. You acknowledge and agree that (i) Dexcom may, from time to time and without notifying You, update, change, or modify all or any part of the Specifications, the Dexcom API, data models, and/or the Service at its sole and absolute discretion (in each instance, an "Update"), and (ii) in order to continue using the Specifications, Dexcom API, data models and/or Service You will, within ninety (90) days following release of an Update (the "Update Period"), implement each such Update and make any changes to Your App that are required as a result thereof, at Your sole cost and expense.  You acknowledge and agree that failure to implement any given Update within the Update Period may result in Your App no longer functioning correctly, and Dexcom and its affiliates shall have no liability to You for anything resulting or arising therefrom. You further agree that Your use of the Updated Specifications, Dexcom API, data models, and/or Service constitutes Your acceptance thereof pursuant to the terms and conditions of this Agreement.

2.6.      Prohibitions on CGM Product Development. You acknowledge and agree that You are not permitted to, and will not, exercise any rights granted in this Agreement to develop any form of CGM Product or any other product or system that performs substantially the same functionality as a Dexcom CGM Product or the Dexcom API.

2.7.       Use of the Service:  The following restrictions apply to the use of the Service:

(a)    You may only register for one Website account.

(b)    You accept full responsibility for all use of the Services by any authorized or unauthorized users of Your Website account.

(c)    You shall not create a Website account using a false identity or false information, or on behalf of someone other than Yourself or the Principal User;

(d)    You shall not register for a Website account if Dexcom has previously removed, suspended, or otherwise terminated any Website account registered for or by You, or on behalf of You, or if the Principal User has notified You or Us that You may not use the Service.

(e)    You shall not use Your Website account to advertise, solicit, or transmit any commercial advertisements, including, without limitation, chain letters, junk email, or repetitive messages to anyone.

(f)     You shall not use the Service to engage in any illegal conduct or to produce, develop, or display any content (including the promotion of any third-party application, website, or other product or service) in Your App(s) that is, in our sole and absolute discretion, defamatory, libelous, hateful, violent, obscene, pornographic, or otherwise offensive.

(g)    You shall not rent, lease, sell, trade, gift, bequeath, or otherwise transfer Your Website account to anyone without Dexcom's prior written permission.

(h)    You shall not reproduce, distribute, or publicly display any content You access through or on the Website that can only be viewed or accessed by You with Your Login Credentials, unless such content is clearly marked as "public" or Dexcom has expressly given You written permission to publicly disclose such content.

(i)     You shall not do anything with any content You access through the Service that has been marked with restrictions or other instructions that is counter to such restrictions or other instructions.

2.8.      Account Information and Management

(a)    Information Provided When Setting Up Website Account. When creating or updating a Website account, You are required to provide Dexcom with certain personal information about You and/or the Principal User, which may include (but is not limited to) personal information such as name, birth date and email address ("Account Information"). Account Information will be held and used in accordance with the Dexcom privacy policy, the current version of which can be found at https://www.dexcom.com/linked/documentservice/PrivacyPolicy (the "Privacy Policy").  Account Information may be retained after termination of this Agreement, as necessary for administrative and legal purposes, and to the extent it is so retained, will be held and used in accordance with the Privacy Policy.  You agree that You will supply accurate and complete Account Information to Dexcom, and that You will update such information when and as it changes.

(b)    Login Credentials. During the process of creating Your Website account, You will be required to select a username and password ("Login Credentials"). The following rules govern the security of Your Login Credentials:

(i)     In the event You become aware of, or reasonably suspect, any breach of security, including, without limitation, any loss, theft or unauthorized disclosure of the Login Credentials, You will immediately notify Dexcom and change the password on Your Website account;

(ii)    You are solely responsible for maintaining the confidentiality of the Login Credentials and You will be responsible for all uses of the Login Credentials, whether or not authorized by You; and

(iii)   You are responsible for anything that happens through Your Website account.

(c)    Reclaiming Usernames. Dexcom reserves the right to remove or reclaim any username at any time and for any reason or no reason, including, without limitation, claims by a third party that a username violates the third party’s rights.

3.     Representations, Warranties, and Obligations.

3.1.      Compliance with Laws.  You will, and will cause Your personnel to, comply with (i) all applicable laws and regulations regarding or covering Your App or otherwise applicable to Your performance of this Agreement, and (ii) all other applicable local, state, federal, and international laws and regulations relating to the conduct of Your business activities.

3.2.      General Representations and Warranties. You represent and warrant that:

(a)    by transmitting or submitting any Posted Content while using the Service, You affirm, represent and warrant that such transmission or submission (i) is accurate and truthful, (ii) is not in violation of any applicable law, contractual restrictions or other third-party rights (including, but not limited, to any Intellectual Property Rights and rights of privacy), and (iii) that You have all necessary permissions from any third party whose personal information, confidential information, or intellectual property is contained in the Posted Content;

(b)    You will not introduce into Your App, and will use commercially reasonable efforts to prevent any third party from introducing into Your App, any program, routine, device, code, or instructions (including, without limitation, any code or instructions provided by third parties) or other undisclosed feature, including, without limitation, a time bomb, virus, software lock, drop-dead device, malicious logic, worm, Trojan horse, spyware, bug, error, defect or trap door, that is capable of or has the intent or effect of (i) permitting unauthorized access to any Dexcom Technology, or (ii) modifying, deleting, damaging, disabling, deactivating, interfering with, or otherwise harming any Dexcom Technology, or any non-Dexcom device, software, or system used by a Dexcom Product User;

(c)    You will obtain and maintain for the duration of this Agreement, all necessary regulatory and legal approvals from applicable authorities required for the conduct of Your activities pursuant to this Agreement;

(d)    To the extent You access and/or use any Production Data, You (i) have, and have published, a privacy policy showing Your compliance with all applicable laws and regulations, (ii) will keep such privacy policy published for the duration of this Agreement, and (iii) are and will remain in compliance with such privacy policy;

(e)    You have not been found by any Regulatory Authority to have violated any statute, rule, or regulation concerning the conduct of Your business activities;

(f)     You have not received any warning or other regulatory letter relating to the conduct of Your business activities;

(g)    Your App and any other materials developed by You or on Your behalf, and Your actions taken in connection with this Agreement, do not infringe on, misappropriate or violate any Intellectual Property Rights of any third party;

(h)    You have not received notice from any third party alleging that Your App or its development, licensing, or use, infringes on, misappropriates or violates any third party’s Intellectual Property Rights;

(i)     Your App will communicate with the Dexcom API only per the Specifications;

(j)     Your App will not cause errors or adverse events with respect to or otherwise affect in any way, the performance of a Dexcom CGM Product;

(k)    You will not make any false, misleading, or disparaging statements about Dexcom or its products or services, including, without limitation, any statements that are inconsistent with a product's approved Indications for Use; and

(l)     You are not employed by, nor do You directly or indirectly represent, a Dexcom Competitor in any way, and You do not provide or enter into this Agreement intending to provide, any services directly or indirectly to or on behalf of, any Dexcom Competitor.

It shall be Your responsibility to confirm the then current Indications for Use of any Dexcom product or service. The Indications for Use of a Dexcom product or service can be found at www.dexcom.com. In the event any representation or warranty provided for in this Section 3.2 becomes inaccurate, or You have a reason to believe that it may become inaccurate, You shall promptly provide to Dexcom a reasonably detailed notice thereof.

3.3.      API Output Data Representations and Warranties. You represent and warrant that You will not use API Output Data (i) in a manner that does not comply with the then-current Indications for Use for any Dexcom CGM Product, (ii) in a manner that is not consistent with the rights expressly granted under Section 2.1 or is otherwise prohibited by this Agreement and/or any applicable law that applies to You, Your App, Dexcom, or a Dexcom CGM Product, (iii) in any manner that is inconsistent with any authorization granted to You by a Dexcom Product User, or any disclosure provided by You or on Your behalf to such Dexcom Product User, (iv) in a manner that requires consents or permissions not obtained by or on behalf of You, or (v) to recommend uses of a Dexcom product or service that do not comply with such product's or service's Indications for Use. In the event any representation or warranty provided for in this Section 3.3 becomes inaccurate, or You have a reason to believe that it may become inaccurate, You shall promptly provide to Dexcom a reasonably detailed notice thereof.

3.4.      No Dexcom App Representations and Warranties. You acknowledge that Dexcom does not and will not make any representations or warranties with respect to Your App, and shall have no obligation to endorse You, Your App, or any of Your other products or services to Dexcom Product Users or prospective users of Dexcom products and/or services.

3.5.      Passing Dexcom's App Review Process Not Guaranteed; Disclaimer. You acknowledge there is no guarantee that Your App will pass the App review process and that Dexcom may choose, for any or no reason at all, to not issue a Dexcom Notice for any or all Apps submitted for review by You, and that Dexcom shall have no liability whatsoever in connection with, or as a result of, such rejection. You further acknowledge and agree that (i) receipt of a Dexcom Notice does not mean (a) Dexcom has developed, validated, approved, or endorsed Your App or any individual features, functionalities, or use cases thereof, or (b) You are guaranteed to have access to Production Data for any particular Dexcom Product User(s), (ii) You have satisfied or will satisfy the requirements set forth in the Website to be upgraded to Dexcom Data Partner, and (iii) following receipt of a Dexcom Notice, You remain solely responsible (and Dexcom shall have no liability) for any person’s use of Your App, and for Your marketing, promotion, sale, licensing, distribution, or other commercialization of the App.

3.6.      No Future Rights. You acknowledge that no rights are granted by Dexcom hereunder in any past, current or future generations of its products other than those rights to communicate with the Dexcom API via the Specifications as they are expressly described in the Website. Dexcom may, in its sole and absolute discretion, discontinue at any time its support of any Dexcom product or service and any Specifications related thereto, and Dexcom has no obligation to grant You access to any past, current, or future generation of a Dexcom CGM Product.

3.7.      Notice of Regulatory Request. You shall immediately notify Dexcom of any request or notice received by You from any Regulatory Authority regarding any of the subject matter covered in this Agreement, including without limitation (i) to inspect or otherwise gain access to information, data or materials pertaining to Your App, use of API Output Data or Derived Data by You or the App, or the connectivity of the App with Dexcom's cloud-based servers storing API Output Data, or (ii) that may have a material impact on You or Your operations, including, without limitation Your marketing, distribution, licensing, or sale of the App. You shall provide Dexcom with a copy of such written request by such agency and all related correspondence promptly upon the earlier of receipt thereof or having actual knowledge thereof.

3.8.      Notice of Regulatory Action. In the event any Regulatory Authority takes action against You or any of Your personnel, You shall promptly notify Dexcom of any such regulatory action taken or anticipated to be taken for any reason that may affect Dexcom, Dexcom's products, or Dexcom Product Users and promptly provide a copy of all related correspondence. Dexcom may terminate this Agreement in the exercise of its reasonable discretion if any governmental agency, regulatory body, or competent authority takes any action against You that Dexcom in the exercise of its reasonable discretion deems material and adverse.

3.9.      Development Activities and Costs. You shall be solely responsible for complying with and obtaining all regulatory requirements and permissions (including all costs thereof) necessary for developing and distributing Your App (including developing compatibility with any Dexcom Technology), including, without limitation, regulatory approvals, and any and all reporting obligations to, and quality systems required by, Regulatory Authorities. You shall be solely responsible for all development activities and costs related thereto, including without limitation any associated with making Your App compatible with the Dexcom API and/or any other Dexcom Technology described in the Website, the use of the API Output Data by the App, and ensuring the App does not cause errors or adverse events with respect to, or otherwise affect in any way, the quality and integrity of the API Output Data or the performance of any Dexcom Technology. You shall be obligated to perform, and are solely responsible for performing, all verification and validation requirements associated with making Your App compatible with the Dexcom API and/or any other Dexcom Technology described in the Website. You acknowledge and agree that Dexcom shall have no obligation to pay any costs or expenses of, or incurred by or on behalf of, You, or have any obligation to make any payment to You, or to assist You in any manner in the activities described in this Section 3.9. Upon reasonable prior written notice of at least fifteen (15) business days and during normal business hours and at a mutually agreed to time, Dexcom will be entitled to audit and inspect those relevant records that are maintained by You in direct connection with Your performance under this Agreement.

3.10.   HIPAA, Privacy Regulations, and Security.

(a)    You acknowledge that You and Your personnel may be subject to the requirements of 42 U.S.C. 1171 et seq. enacted by HIPAA and regulations promulgated thereunder, and/or other similar applicable international, state or federal law or regulations governing the use, disclosure, confidentiality, security, or privacy of personally identifiable information (collectively, the "Privacy Regulations"). You represent and warrant that You shall act in compliance with the Privacy Regulations, including, without limitation:  (i) using reasonable and appropriate, physical, technical and administrative safeguards to adequately protect the privacy and security of personally identifiable information; and (ii) obtaining valid authorizations meeting all of the requirements of the Privacy Regulations which authorize You to collect, create, receive, use, or disclose (including to Dexcom) protected health information ("PHI"), which authorizations shall be substantially in the form provided by Dexcom, as such form may be updated from time to time, including, without limitation, for the purpose of ensuring compliance with Privacy Regulations.

(b)    Without limiting Section 3.10(a), upon becoming aware of any (i) unauthorized access to any API Output Data or PHI, (ii) unauthorized access to any facilities or equipment controlled by You resulting in loss, disclosure or alteration of any API Output Data or PHI, (iii) actual loss of or suspected threats to the security of API Output Data or PHI, or (iv) any unauthorized access to any Dexcom Technology (individually and collectively, each a "Security Incident"), Your personnel will: (1) promptly notify Dexcom of the Security Incident; (2) investigate or perform required assistance in the investigation of the Security Incident and provide Dexcom with detailed information about the Security Incident; and (3) take all steps reasonably necessary to mitigate the effects of the Security Incident, or assist Dexcom in doing so. You will comply with this Section 3.10 solely at Your cost unless the Security Incident arose from Dexcom’s negligent or willful acts or Your compliance with Dexcom’s express written instructions. You will provide prior notice to Dexcom of, and will not undertake any, proposed communications to third parties related to a Security Incident and will work on them in coordination with Dexcom.

3.11.   Technical Support. You shall provide all technical support for Your App to Dexcom Product Users using the App, and Dexcom shall have no obligation to provide, and will not provide, any technical support for the App. You shall notify Dexcom immediately of any occurrence in which the App has caused a Dexcom Product User's Dexcom CGM Product to cease functioning properly or to cease functioning in accordance with the applicable specifications thereof. All costs associated with these technical support obligations shall solely be Your responsibility.

3.12.   Dexcom Data Label and Related Trademark Terms. You shall display a "Dexcom Data" or other logo or wording provided or made available by Dexcom (the "Dexcom Logo") on the user interface screen(s) of Your Limited Access App.  You and Dexcom will work together to identify such screens and the specifics of the implementation of the Dexcom Logo. Any materially different use shall require Dexcom’s prior written approval in each case. You shall ensure that Your Limited Access App end users acknowledge and agree (on Your website and in any license or terms of service or similar documentation associated with Your Limited Access App) that (i) the Dexcom Logo does not mean Dexcom has developed, validated, approved, or endorsed Your Limited Access App or any individual features, functionalities, or use cases thereof, and (ii) Dexcom shall have no liability for any person’s use of Your Limited Access App, or for any marketing, promotion, sale, licensing, distribution, or other commercialization of Your Limited Access App in violation of Section 2.4 of this Agreement. The display of the Dexcom Logo shall be consistent with any guidelines provided or made available to You by Dexcom from time to time and all goodwill in the Dexcom Logo shall inure solely to the benefit of Dexcom.

4.     Posted Content.

4.1.      Posted Content.     Dexcom may reject, delete, or refuse to post any or all Posted Content for any or no reason in our sole and absolute discretion.

4.2.      License Grant to Posted Content. You hereby grant Dexcom a perpetual and irrevocable (other than as provided below), worldwide, fully paid-up and royalty free, non-exclusive, sublicensable (through multiple tiers), license and right to copy, reproduce, fix, adapt, modify, improve, translate, reformat, publish, distribute, sublicense, transmit, publicly display, provide access to electronically, enter into computer memory, and use and practice, in any way now known or in the future discovered, Your Posted Content  solely for our own internal business purposes as reasonably needed in performance of this Agreement, and as necessary in our sole and absolute discretion to comply with applicable law or defend any claims or actions that may arise now or in the future. 

5.     Confidentiality.

5.1.      "Confidential Information" means all nonpublic, confidential or proprietary information disclosed by a party to this Agreement or by its employees, partners, members, shareholders, agents, advisors, affiliates, or other representatives to the other party, or to its or its affiliates’ attorneys, accountants or other professional advisors (collectively, its "Representatives"), including, without limitation (i) information regarding the disclosing party’s business, products, and technology, and (ii) all information contained in any documents or communications prepared by the receiving party or its Representatives which contain, reflect or are based upon, in whole or in part, the information furnished by the disclosing party or its agents, affiliates, advisors or other representatives. Notwithstanding the foregoing, Confidential Information does not include information that can be demonstrated by the receiving party by competent proof: (a) is as of the Effective Date, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or readily ascertainable through proper means to persons knowledgeable in the relevant industry; (b) was acquired by the receiving party by proper means without restriction as to use or disclosure before receiving such information from the disclosing party or its agents, advisors or other representatives; (c) is hereafter rightfully furnished to the receiving party by a third party, without restriction as to use or disclosure; or (d) to have been independently developed by the receiving party without use of, or reference to, the disclosing party’s Confidential Information, as demonstrated by written or other tangible or electronically stored evidence. For the avoidance of doubt, specific Confidential Information disclosed to the receiving party by the disclosing party shall not be deemed to be publicly known, or in the receiving party's prior possession, merely because such Confidential Information is embraced by more general information which is publicly known or in the receiving party's prior possession. Likewise, specific Confidential Information disclosed to the receiving party shall not be deemed to be publicly known merely because other Confidential Information contained in the same document or embodiment becomes publicly known. Without limiting any of the foregoing, Your App and any supporting information or documentation related to the App that You disclose to Dexcom, is and will remain Your Confidential Information.

5.2.      Restrictions on Use and Disclosure. Each party agrees to (i) hold the other party's Confidential Information in strict confidence, (ii) not disclose such Confidential Information to any third parties (other than on a confidential bases to its Representatives and consultants in furtherance of this Agreement), and (iii) not use any Confidential Information for any purpose except as expressly permitted in this Agreement. Each party may disclose the other party's Confidential Information to its employees and contractors with a bona fide need to know, but only to the extent reasonably necessary for purposes of this Agreement. Each party agrees to instruct all such employees and consultants that they may not use, or disclose to third parties (other than to Representatives and consultants on a confidential bases in furtherance of this Agreement), such Confidential Information for any purpose other than as expressly permitted in this Agreement.

5.3.      Required Disclosure. In the event that the receiving party or any of its Representatives is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the other party's Confidential Information, such receiving party shall provide the disclosing party with prompt written notice of any such request or requirement so that the disclosing party may seek a protective order, confidential treatment or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order, confidential treatment or other remedy or the receipt of a waiver by the disclosing party, the receiving party or its Representatives are requested or required to make the disclosure and, in the reasonable opinion of legal counsel for such receiving party, legally compelled to disclose the disclosing party’s Confidential Information or else stand liable for contempt or suffer other censure or penalty, the receiving party or its Representatives may, without liability hereunder, disclose to such tribunal or agency only that portion of the Confidential Information which such counsel advises is legally required to be disclosed, provided that the receiving party and its Representative exercise diligent efforts to preserve the confidentiality of the Confidential Information, including, without limitation, by cooperating with the disclosing party to obtain an appropriate protective order or other assurance that confidential treatment will be accorded the Confidential Information by such tribunal or agency.

6.     Intellectual Property.

6.1.      Dexcom Intellectual Property. Dexcom and its licensors and affiliates (and their licensors), are and shall remain the sole and exclusive owners of, and shall at all times retain, all worldwide rights, title and interest in and to: (a) all Dexcom Technology and components thereof (including all Intellectual Property Rights therein), whether conceived of, created, or developed prior to, on, or after the date You and Dexcom entered into this Agreement; (b) all modifications, enhancements, and improvements to the Dexcom Technology and components thereof developed by, for or on behalf of Dexcom and/or its affiliates or the applicable licensor(s)); and (c) the Website, all of its components and contents (including without limitation any computer code, template content, pre-populated content, concepts, artwork, animations, sounds, musical compositions, audio-visual effects and text contained within), and all Intellectual Property Rights therein.  For purposes of certainty: (i) We have no rights, title, or ownership in or to Your Apps or related documentation; and (ii) each Dexcom Product User’s API Output Data licensed to You under this Agreement is the sole and exclusive property of each such Dexcom Product User.

6.2.      Your Intellectual Property. You are and shall remain the sole and exclusive owners of, and shall at all times retain, all worldwide rights, title and interest in and to all Apps and related documentation developed by, for, or on Your behalf, including any and all Intellectual Property Rights therein. For purposes of certainty, You have no rights, title, or ownership in or to the Service, Specifications, Dexcom API, Dexcom's cloud-based servers, or any API Output Data, except for the limited license rights expressly granted to You in Section 2.1.

6.3.      Freedom to Operate. If any Developed Patent (or any claim of a Developed Patent) is ever (including following termination or expiration of this Agreement) asserted by You or any third party against Dexcom and/or any of its affiliates, distributors, licensees, users, customers or distributors’ customers ("Dexcom Third Parties"), then Dexcom and the applicable Dexcom Third Party shall be deemed to have been granted, as of the Effective Date, a non-exclusive, royalty-free, fully paid-up, worldwide, perpetual, non-terminable, non-revocable, sublicensable (through multiple tiers) license under all Developed Patents to make, have made, use, sell, offer to sell and import CGM Products and any components thereof. For purposes of this Section 6.3, "Developed Patents" means any patents covering any inventions conceived or reduced to practice by You related to, based on, or derived from the Specifications, the API Output Data, Dexcom API, and/or Dexcom Confidential Information. You acknowledge and agree that Dexcom has licensed to You valuable Intellectual Property Rights under Section 2.1 (subject to the terms therein) on a royalty-free basis, and the license granted to Dexcom under this Section 6.3 is in partial consideration for such royalty-free license. The foregoing license in this Section 6.3 will be binding upon any person that acquires You, Your App(s), or the Developed Patents (or obtains an exclusive license to Your App(s) and/or the Developed Patents), and, without limiting Section 11.4, You shall obtain a written acknowledgment of such person to that effect.    

6.4.      Feedback.  You may submit, in writing or orally, comments, feedback, or suggestions to Dexcom for new products or services, improvements to existing products or services, or other suggestions for Dexcom’s business (individually and collectively, "Feedback"). You hereby grant to Dexcom a nonexclusive, royalty free, perpetual and irrevocable, sublicensable (through multiple tiers) right to use and/or incorporate into any Dexcom products and/or services any such Feedback in any way it determines without notice, payment or attribution to You.

7.     Links to Third Party Sites.

Dexcom may provide links on the Website to third-party websites. Any charges or obligations You incur in Your dealings with these third parties are Your responsibility. Dexcom makes no representation or warranty regarding any content, goods, or services provided by any third party even if linked from our Website, and We will not be liable for any claim relating to any such third-party content, goods, or services. The linked sites are not under the control of Dexcom and may collect data or solicit personal information from You that is not consistent with the Privacy Policy. Dexcom is not responsible for their content, business practices or privacy policies, or for the collection, use or disclosure of any information those third-party sites may collect. Further, the inclusion of any link does not imply endorsement by Dexcom of these linked sites.

8.     Indemnification, Disclaimers; Limitations; Waivers of Liability.

8.1.      Indemnification.  You agree to indemnify, defend and hold harmless Dexcom and its affiliates, and their respective trustees, officers, employees, attorneys and agents (collectively, "Dexcom Indemnified Personnel") from all third-party actions, suits, liabilities, claims or demands, including, without limitation, product liability claims (collectively, "Claims") made, brought or imposed against any Dexcom Indemnified Personnel arising out of (i) Your exercise of rights granted herein, (ii) Your failure to perform Your obligations set forth herein, including, without limitation, Your failure to implement any Update within the Update Period, (iii) any distribution, licensing or offering of an App by You or on Your behalf, (iv) any breach of this Agreement by You, (v) any collection or use of data from a Dexcom CGM Product (whether pursuant to a Dexcom Product User's authorization or not), or retrieved from Dexcom's cloud-based servers storing API Output Data, via Your App, (vi) any actual or alleged infringement or misappropriation of Intellectual Property Rights or any other rights, and (vii) any actual or alleged violation of Privacy Regulations. Dexcom shall provide to You notice of any Claims as soon as reasonably practicable. Dexcom must approve the settlement of any Claims and is entitled to assume and control the defense of any Claims at its own expense upon providing notice to You, provided, however, that You shall be solely responsible for the payment of any damages awarded and/or settlement amounts payable in connection with such Claims. Neither Dexcom nor any Dexcom Indemnified Personnel shall have any obligation to indemnify, defend, or hold harmless You or Your affiliates or App end users hereunder.

8.2.      Disclaimer of Warranties.

(a)    SERVICE, DEXCOM API, AND API OUTPUT DATA PROVIDED "AS-IS". YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE, SPECIFICATIONS, DEXCOM API, AND/OR API OUTPUT DATA IS AT YOUR SOLE RISK AND THE FOREGOING ARE PROVIDED ON AN "AS-IS" BASIS. WITHOUT LIMITING THE FOREGOING, DEXCOM MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE SERVICE, SPECIFICATIONS, DEXCOM API, AND/OR API OUTPUT DATA, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, ACCURACY, RELIABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

(b)    NO WARRANTY OF AVAILABILITY OR ERROR-FREE OPERATION. WITHOUT LIMITING THE FOREGOING, NEITHER DEXCOM NOR ITS AFFILIATES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, THIRD-PARTY SERVICE PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, "DEXCOM PARTIES") WARRANT THE AVAILABILITY OF THE SERVICE OR DEXCOM API, OR THAT EITHER WILL BE UNINTERRUPTED OR ERROR-FREE.  

(c)    NO WARRANTY REGARDING ACCESS TO ACCOUNTS AND CONTENT. DEXCOM DOES NOT WARRANT THAT ANY OR ALL POSTED CONTENT WILL REMAIN AVAILABLE AT ALL TIMES OR WILL NEVER BE DELETED, CORRUPTED, OR OTHERWISE UNAVAILABLE. DEXCOM DOES NOT WARRANT THAT THE SERVICE OR ANY POSTED CONTENT WILL BE KEPT FROM ANY PARTICULAR INDIVIDUAL OR ENTITY WHO EITHER HACKS OR ENGAGES IN UNAUTHORIZED ACCESS TO SUCH CONTENT OR INFORMATION OR IS MISTAKENLY GRANTED ACCESS BY DEXCOM OR THROUGH THE SERVICE.

8.3.      Limitations; Waivers of Liability.

(a)    DISCLAIMER OF INDIRECT DAMAGES. YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICE, SPECIFICATIONS, DEXCOM API, OR API OUTPUT DATA UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT, OR TORT (INCLUDING NEGLIGENCE), AND THAT THE DEXCOM PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE, SPECIFICATIONS, DEXCOM API AND/OR API OUTPUT DATA.

(b)    NOT RESPONSIBLE FOR THIRD-PARTY CONDUCT. YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT THE DEXCOM PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE DEXCOM PARTIES LIABLE, FOR THE CONDUCT OF ANY THIRD PARTIES, INCLUDING APP END USERS, OTHER USERS OF THE SERVICE, AND OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF THE SERVICE AND EXTERNAL SITES AND OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

(c)    MONETARY LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL DEXCOM PARTIES BE LIABLE TO YOU FOR MORE THAN ONE HUNDRED DOLLARS ($100).

(d)    APPLICABILITY OF DISCLAIMER. THE EXCLUSIONS OF CERTAIN WARRANTIES AND THE LIMITATIONS AND EXCLUSIONS OF LIABILITY SET FORTH HEREIN SHALL APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

9.     Suspension and Termination.

9.1.      Suspension. Without limiting any other remedies, We may, with or without notice to You, indefinitely limit or suspend Your access to and use of the Service (including Your access to the Dexcom API and use of any API Output Data or portions thereof) if, in our sole and absolute discretion (i) You fail to correctly or adequately display the Dexcom Logo, (ii) the name, or trade dress (i.e., the "look and feel"), of Your App is or may be confusingly similar to that of Dexcom, (iii) Your use of the Service, Specifications, Dexcom API, or any API Output Data is for actual or suspected illegal activity, (iv) Your calls to the Dexcom API in any given time period is excessive, such that immediate, material, or ongoing harm is, or is likely to be caused, to Dexcom, our licensors or other vendors, other users of the Dexcom API, or Dexcom Product Users, (v) You use and/or display any API Output Data in a manner that is not wholly accurate such that any such changes in the accuracy thereof may cause, in Dexcom's sole and absolute discretion, any risk to the health, safety, or general wellbeing of an App end user, (vi) You are or may be infringing or misappropriating any third-party Intellectual Property Rights, or (vii) the quality of Your App does not meet, in any way, Dexcom's standards as determined in Dexcom’s sole and absolute discretion.

9.2.      Mutual Termination for Breach.  This Agreement may be terminated with immediate effect following a material breach by either party upon written notice by the other party, which breach, if curable, is not cured within thirty (30) calendar days of receipt of written notice thereof. Notwithstanding the foregoing, Dexcom may terminate this Agreement immediately upon written notice to You if (i) Your use of the Service, Specifications, Dexcom API, or any API Output Data is for actual or suspected illegal activity or producing, developing, displaying, or promoting defamatory, libelous, hateful, violent, obscene, pornographic, or otherwise offensive content, as determined in Dexcom’s sole and absolute discretion, or (ii) You use and/or display any API Output Data in a manner that is not wholly accurate such that any such changes in the accuracy thereof may cause, in Dexcom's sole and absolute discretion, any risk to the health, safety, or general wellbeing of an App end user.

9.3.      Patent Challenge; Patent Infringement.  Dexcom may terminate this Agreement, effective immediately upon written notice to You, upon the commencement by You or Your affiliates, or any licensee of You or Your affiliates, of (i) any action (including, without limitation, an action for declaratory judgment) to declare or render invalid or unenforceable any patents owned or controlled by Dexcom or its affiliates, or any licensee of Dexcom or its affiliates, to the extent covering any Dexcom Technology (including without limitation Dexcom CGM Products, the Specifications, and the Dexcom API) or any incorporation or use of API Output Data into DexCom or its affiliates’ products, and/or (ii) any action for infringement of any patents owned or controlled by You or Your affiliates by incorporation or use of API Output Data by Dexcom or its affiliates into their respective products or services, or by Dexcom Technology and/or its respective development, manufacturing and/or commercialization, including, without limitation, Dexcom CGM Products, the Specifications, and/or the Dexcom API.

9.4.      For Convenience by You.  You may terminate this Agreement upon five (5) days' notice to Dexcom by submitting a request through the Website support ticketing system.

9.5.      Right to Cease Service. Dexcom reserves the right to stop offering and/or supporting the Service or any part thereof at any time, at which point this Agreement will automatically terminate.

9.6.      Consequences of Suspension or Termination.  Upon termination of this Agreement or suspension of Your access to or use of the Service pursuant to Section 9.1: (a) Dexcom shall have the right, without giving notice to You, to immediately suspend Your access to and commercial use of the Dexcom API for the duration of the cure or notification period, as applicable; (b) You shall (i) destroy and properly dispose of the Specifications and any other Dexcom Confidential Information in Your possession or in the possession of any of Your Representatives or consultants, (ii) cease enabling data exchanges between Your App and the Dexcom API, (iii) cease all uses of the Dexcom Logo, and (iv) provide written notice to Dexcom of Your fulfillment of each of the foregoing obligations; (c) You shall not be obligated to purge from Your systems any API Output Data received through the Dexcom API prior to the earlier expiration or termination of this Agreement, provided that You may only use the API Output Data in accordance with applicable laws and regulations and solely for the following purposes: (i) internal research and development regarding Your App(s), it being understood that You will not share with any third party any API Output Data without Dexcom’s prior written consent, and/or (ii) in the case of Production Data, as otherwise expressly authorized by the Dexcom Product User(s) to whom the Production Data pertains; and (d) Dexcom may deactivate Your Login Credentials.  Dexcom shall have no obligation to compensate You for any losses or adverse results that are due to any suspension or termination by Dexcom of this Agreement, the Service, or Your access to and/or use of the Dexcom API and/or any API Output Data.  Sections 1, 2.3 2.4(d), 2.4(f), 2.6, 2.7(h), 2.7(i), 3.6, 3.7, 3.8, 3.10(b), 4.2, 5, 6, 8, 9.6, 10, and 11 shall survive any termination of this Agreement.

10.  BINDING ARBITRATION AND CLASS ACTION WAIVER.

10.1.   Subject to Section 11.9, any disputes that arise hereunder that cannot be resolved through good faith negotiation shall be settled by final and binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration will be heard and determined by a panel of three (3) arbitrators selected by the AAA, and each arbitrator will be an attorney having experience and familiarity with information technology disputes. The arbitration shall take place in San Diego, California. The arbitrators will have exclusive authority to resolve any and all disputes relating to procedural and substantive questions of arbitrability, including without limitation, choice of venue and choice of law issues, and the formation, interpretation, applicability, scope, and enforceability of this agreement to arbitrate. Each party will bear its own costs relating to such arbitration, and the parties will equally share the arbitrators’ fees, provided that the arbitrators may award reasonable attorneys’ fees to the prevailing party. Except as required by law or to the extent necessary for proceedings relating to enforcement of the arbitration agreement or the award, the fact of the arbitration, the arbitration proceeding itself, all evidence, written statements or other documents exchanged or used in the arbitration will be maintained in confidence by You and Dexcom. There shall be no right or authority, and You hereby waive any right, for any claims related to this Agreement to be arbitrated or litigated on a class action or consolidated-plaintiffs basis.

11.  General Provisions.

11.1.   Updates to this Agreement.

(a)    Right to Update. Dexcom reserves the right, at our discretion, to change, modify, add, or remove portions of this Agreement at any time by posting the revised terms, or amended Agreement in its entirety, on the Website. You may also be given additional notice, such as by email or by posting of a message to Your Website account, of any changes. You will be deemed to have accepted such changes by continuing to use the Service. Except as otherwise stated, all amended terms shall automatically be effective thirty (30) calendar days after they are initially posted. Dexcom may also revise other policies, codes or rules at any time and the new versions will be available on the Website.

(b)    Seeking Consent. If Dexcom revises this Agreement and seeks Your consent to be bound by such revised terms and You do not agree to be bound by such revised terms before using the Service again, then notwithstanding anything to the contrary, Dexcom reserves the right to suspend or terminate Your Website account. You agree that We may seek Your consent to be bound by revised terms by contacting You via the email address You provided upon registering with the Website, or by posting a message to Your Website account, and that Dexcom may deem any failure to respond to such request within fifteen (15) business days as You not consenting to be bound by such revised terms.  

(c)    Disagreement with Terms. If at any time You do not agree to any provision of the then-current version of this Agreement or any other Dexcom policy, rule or code of conduct relating to Your use of the Service, Your right to use the Service will immediately terminate, and You must immediately stop using the Service.

(d)    Conflict. To the extent this Agreement (as amended, supplemented, or replaced) conflicts with any other Dexcom terms, policy (including the Privacy Policy), rule, or code of conduct, the provisions of this Agreement (as amended, supplemented, or replaced), will govern.

11.2.   Relationship of the Parties.  You are and shall at all times be an independent contractor and shall not be deemed an employee or agent of Dexcom. Nothing in this Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture between Dexcom and You.

11.3.   Severability. If any provision of this Agreement is found invalid, illegal, or unenforceable, in whole or in part, by any court of competent jurisdiction, such provision will, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity, illegality, or unenforceability without affecting the validity, legality, or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions therein, which will continue to be in full force and effect.

11.4.   Assignment. You may not assign or otherwise transfer, subcontract, license, sublicense, or delegate this Agreement, or any rights or obligations hereunder, without the prior written consent of Dexcom, which such consent may not be unreasonably withheld. Any change of control of You, or any merger, sale of all or substantially all of the assets, stock, or other equity securities of You, or any licensing transaction involving any of Your Apps (whether on an exclusive or non-exclusive basis, but excluding non-exclusive licenses to end-users of Your App(s)) shall be deemed to be an attempted assignment of this Agreement, and any such purported assignment, delegation, transfer or other transaction in violation of this Section 11.4 shall be void and of no force or effect. Dexcom may assign this Agreement or any of its rights hereunder, or delegate any of its obligations under this Agreement, in whole or in part, to any person or entity at any time without Your consent.

11.5.   Supplemental Policies. Dexcom may publish additional policies related to specific services such as forums, contests, or loyalty programs. Your use, if any, of such services is subject to such specific policies and this Agreement.

11.6.   Entire Agreement. This Agreement (as amended, supplemented, or replaced), together with any supplemental policies, the Privacy Policy, and any other documents expressly incorporated by reference herein, contain the entire agreement between Dexcom and You with respect to the subject matter hereof, and supersede all prior and contemporaneous understandings, offers, promises, agreements, representations and warranties, whether electronic, oral or written, or whether established by custom, practice, policy or precedent, and shall not be subject to any change or modification except by the execution of a written instrument subscribed to by the parties hereto. Except as expressly set forth in Section 11.1, this Agreement may be amended only as mutually agreed upon by Dexcom and You, either electronically or in writing. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. A facsimile or other electronic reproduction of this Agreement may be executed by one (1) or more parties hereto and delivered by such party by facsimile or any other electronic transmission pursuant to which the signature of or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding, and effective for all purposes. Any expiration or early termination of this Agreement shall be without prejudice to the rights of either party against the other accrued or accruing under this Agreement before expiration or termination.

11.7.   Benefit and Waiver.  No failure or successive failures on the part of either party to enforce any provision of this Agreement, and no waiver or successive waivers on either party's part of any condition of this Agreement, shall operate as a discharge of such provision, agreement, or condition, or render the same invalid, or impair the right of either party to enforce same in the event of any subsequent breach or breaches by the other party.

11.8.   Notices. We may notify You via postings on the Website, by email to You at the email address You associated with Your Website account upon Your registration with the Website, or any other communications means through contact information You provide to Us. All notices given by You or required from You under this Agreement shall be through the Website support ticketing system. Any notices that You provide without compliance with this Section 11.8 shall have no legal effect.

11.9.   Equitable Remedies. You acknowledge that the rights granted and obligations made under this Agreement to Dexcom are of a unique and irreplaceable nature, the loss of which shall irreparably harm Dexcom and which cannot be replaced by monetary damages alone, so that Dexcom shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety or proof of damages) from any court of competent jurisdiction in the event of any breach or anticipatory breach by You. You irrevocably waive all rights to seek injunctive or other equitable relief, or to enjoin or restrain the operation of the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Service or any content or other material used or displayed through the Service and agree to limit Your claims to claims for monetary damages, subject to Section 8.3.

11.10. Force Majeure. We shall not be liable for any delay or failure to perform resulting from unforeseen circumstances or causes outside our reasonable control, including, without limitation, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, shortages of transportation facilities, fuel, energy, labor or materials.

11.11. Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of California notwithstanding its or any other jurisdiction's conflicts of laws provisions. 

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Begin tl;dr

Please review this handy guide as a complement to the Dexcom Data Partner Agreement below. This guide is not a legal agreement, nor is it an exhaustive translation from legalese to plain English, nor is it a replacement in any way for your thorough reading and comprehension (and enjoyment!) of the Dexcom Data Partner Agreement. The provisions of the Dexcom Data Partner Agreement control, and this guide does not modify those provisions. The following points are not in any kind of priority order. It’s all important. Note that many parts of the Dexcom Registered Developer Agreement will still apply to you and your app after you agree to the Dexcom Data Partner Agreement. And so, Constant Reader…

  • Know all of the applicable rules and regulations, and follow them. This applies to cybersecurity, privacy, regulatory, business, and so on. Protect your business and your users (and their data).
  • Data-sharing reciprocity: we share with you, you share with us. In the same way that your app and Dexcom’s API enable users to connect their accounts and see their Dexcom data in your app, your app should also enable your users to share data back to Dexcom, at their discretion. So, your app needs to give your user this option, and if they elect to share their data with Dexcom, you need to deliver it. See sections 3(a)-3(c) for the details.
  • No secondary data-sharing: your app is the final resting place for Dexcom data. You are not permitted to share, sell, distribute, or disclose (or any other synonyms) your users’ Dexcom data. This includes data derived from Dexcom CGM data (like a new “score” that you develop based on CGM data). This does not prevent, for example, your app from enabling your users to share their data with their clinician or other caregiver, or having a function within your app that enables your users to export their data (for example, as a .csv). It does prohibit, for example, your app from being the source of Dexcom data for another app. It also prohibits, for example, you from selling Dexcom data or derived data to another individual or company. These examples are not exhaustive. See section 3(d) for the details.
  • Data attribution: Dexcom expects that a user of your app will be able to easily tell that the CGM data in your app originated from the Dexcom API – see section 4.1 for the details. How you meet this expectation is up to you. It could be that you embed the logo we provide in certain screens of your UI, or have it appear interactively, or some other creative solution. We don’t want to clutter your UI or diminish your UX – the logo shouldn’t be a burden on the user! When you apply to upgrade your app to Full Access, we will have a chance to review how you attribute Dexcom data in your app demo (and/or screenshots), and we can discuss this with you at that time or prior – reach out to the Data Partner team for help. Now, all of this said, your use of the Dexcom logo does not mean that Dexcom has approved (or endorsed, or certified, or any other synonyms) your app, and you shouldn’t market your app in a way that indicates Dexcom approval (or endorsement, or certification, etc).
  • Dexcom may use your app/company logo for marketing and promotion purposes. For example, we may list your app on the Gallery page of developer.dexcom. See section 4.2 for the details.
  • Be insured. Protect your business and your users (and their data). See section 8.1 for the details. 

End tl;dr

 

Dexcom Data Partner Agreement

 

Last updated:  September 18, 2017

This Dexcom Data Partner Agreement (the "Data Partner Agreement") is entered into by and between DexCom, Inc., a Delaware corporation ("Dexcom," "Us," or "We"), and You, and amends and incorporates the latest version of the Dexcom Data Registered Developer Agreement, which can be found at https://developer.dexcom.com/terms-and-conditions (the "Registered Developer Agreement"), that You agreed to upon registering for the developer.Dexcom website (the foregoing, collectively with this Data Partner Agreement, the "Agreement"). This Agreement governs Your continued use of the Service. Any capitalized terms not defined in this Data Partner Agreement shall have the meaning expressly set forth in the Registered Developer Agreement.  In the event of any conflict between this Data Partner Agreement and the Registered Developer Agreement or the Privacy Policy, the order of precedence shall be: this Data Partner Agreement, followed by the Registered Developer Agreement and then the Privacy Policy.

 

IMPORTANT – PLEASE READ CAREFULLY

IF YOU PREVIOUSLY ENTERED INTO THE REGISTERED DEVELOPER AGREEMENT ON BEHALF OF A PRINCIPAL USER THAT YOU NO LONGER HAVE AUTHORITY TO REPRESENT, YOU SHALL NOT AGREE TO THIS DATA PARTNER AGREEMENT OR COMPLETE THE APPLICATION TO UPGRADE YOUR LIMITED ACCESS APP TO A FULL ACCESS APP, AND YOU SHALL INSTEAD REGISTER FOR A NEW WEBSITE ACCOUNT AS A REGISTERED DEVELOPER BEFORE AGREEING TO THIS DATA PARTNER AGREEMENT.

THIS DATA PARTNER AGREEMENT AMENDS AND SUPPLEMENTS THE LEGALLY BINDING REGISTERED DEVELOPER AGREEMENT BETWEEN YOU AND US.  THIS AGREEMENT SHALL GOVERN YOUR CONTINUED USE OF THE SERVICE WITH RESPECT TO BOTH LIMITED ACCESS APPS AND FULL ACCESS APPS. If you are using the Service on behalf of a Principal User, then (i) you personally represent and warrant to Us that the Principal User has authorized you to act on the Principal User’s behalf and to obligate the Principal User by amending the terms of its Registered Developer Agreement with Us by agreeing to this Data Partner Agreement, and (ii) you hereby enter into this Data Partner Agreement in the name of and on behalf of the Principal User.

1.     Additional Definitions.

1.1.      "Derived Data" means any data created or generated by You or Your Full Access App about Dexcom Product Users that has been derived from, or is otherwise based upon or incorporates, any API Output Data.

1.2.      "Derived Source Data" means any data created or generated by You or Your Full Access App about Dexcom Product Users that has been derived from, or is otherwise based upon, any Source Data.

1.3.      "Full Access App Data" means any (i) user-entered event information, and (ii) data created or generated by You or Your Full Access App about end users of the App, other than Derived Data and Derived Source Data.

1.4.      "Source Data" means any data about Dexcom Product Users using Your Full Access App, such data having been entered into, or created or generated by, and obtained by You, from a Third Party Data Source pursuant to You having obtained appropriate authorizations from such end users of Your Full Access App to whom such data pertains.

1.5.      "Third Party Data Source" means a third party from which You receive data about or generated by Your Full Access App end users.

2.     Additional Rights.

2.1.      In addition to the rights granted to You under the Registered Developer Agreement, subject to Your agreement to, and continuing compliance with, this Agreement, Dexcom grants You a non-exclusive, non-transferable, royalty-free, revocable limited right and license to: (a) use the Dexcom API in connection with your Full Access App and obtain and use valid tokens issued by Dexcom, solely to transfer Derived Data, Source Data, and Derived Source Data to Dexcom, pursuant to Section 3(b) of this Data Partner Agreement; (b) market and distribute Your Full Access App for commercial use in the Territory; and (c) advertise in the Territory that Your Full Access App supports Dexcom Data.

3.     Data Rights and Obligations.

(a)    You shall provide within your Full Access App an option for Dexcom Product Users using such App to authorize You to deliver Derived Data, Source Data, Derived Source Data, and Full Access App Data to Dexcom, except to the extent that You are contractually prohibited, as of the Effective Date, from delivering Derived Data, Source Data or Derived Source Data to Dexcom.  Any such option provided by You pursuant to this Section 3(a) must be provided in a clear and conspicuous manner and must be in compliance with all applicable Privacy Regulations. 

(b)    You shall deliver to Dexcom any Derived Data, Source Data, Derived Source Data, and Full Access App Data that You are authorized by Dexcom Product Users to deliver to Dexcom, except to the extent that You are contractually prohibited, as of the Effective Date, from delivering such Derived Data, Source Data and/or Derived Source Data to Dexcom, and You hereby grant to Dexcom and its affiliates a worldwide non-exclusive, royalty-free, fully paid-up, perpetual, non-terminable, irrevocable, sublicensable (through multiple tiers) license to use (i) any Derived Data, Source Data, Derived Source Data, and Full Access App Data transferred from You for customer support, technical support, and research purposes; and (ii) any Derived Data for any and all other purposes, including by way of example, without limitation, the right to analyze, modify, sell, transfer, rent, or license to third parties, or otherwise commercialize in Dexcom's sole and absolute discretion, such Derived Data. You acknowledge and agree that Dexcom has licensed to You valuable Intellectual Property Rights under Section 2.1 of the Registered Developer Agreement and Section 2.1 of this Data Partner Agreement (in each case subject to the terms therein) on a royalty-free basis, and the rights granted to Dexcom under this Section 3(b) are in partial consideration for such royalty-free licenses.

(c)    You will institute the technical, legal, and regulatory compliance (if applicable) mechanisms, obtain all necessary permissions, and give all notices legally required and necessary to ensure compliance with all applicable laws and regulations, including Privacy Regulations. Without limiting the foregoing, each authorization obtained from a Dexcom Product User pursuant to Section 3(a) of this Data Partner Agreement must (i) be provided in a clear and conspicuous manner and in compliance with all applicable Privacy Regulations, (ii) authenticate the identity of the authorizing Dexcom Product User and the date of such authorization, (iii) be retained in a form that sufficiently records the identity of the authorizing Dexcom Product User, the authentication and authorization thereof, and the date of such authorization, and (iv) be maintained by You for as long as You retain any of such Dexcom Product User’s API Output Data, Derived Data, Source Data, Derived Source Data, or Full Access App Data that has been transferred or otherwise made available to Dexcom, and for seven (7) years thereafter.

(d)    You shall not disclose, provide, publicly display, distribute, license, sublicense, sell, rent, transfer, or otherwise share with or to any third party any API Output Data or Derived Data.   

4.     Dexcom Data Label and Related Trademark Terms.

4.1.      You shall display a "Dexcom Data" or other logo or wording provided or made available by Dexcom (the "Dexcom Logo") on the user interface screen(s) of Your Full Access App.  You and Dexcom will work together to identify such screens and the specifics of the implementation of the Dexcom Logo.  Any materially different use shall require Dexcom’s prior written approval in each case.  You shall ensure that Your Full Access App end users acknowledge and agree (on Your website and in any license or terms of service or similar documentation associated with the Your Full Access App) that (i) the Dexcom Logo does not mean Dexcom has developed, validated, approved, or endorsed Your Full Access App or any individual features, functionalities, or use cases thereof, and (ii) Dexcom shall have no liability for any person’s use of Your Full Access App, or for Your marketing, promotion, sale, licensing, distribution, or other commercialization of Your Full Access App.  The display of the Dexcom Logo shall be consistent with any guidelines provided to You by Dexcom from time to time and all goodwill in the Dexcom Logo shall inure solely to the benefit of Dexcom.

4.2.      You hereby grant to Dexcom a fully paid-up non-exclusive, worldwide, royalty-free, transferable, sub-licensable right and license under all rights that are or would be necessary for Dexcom to use, perform, display, reproduce, distribute, and/or modify Your and Your brand’s name(s), likeness, logo(s), trademark(s), service mark(s), trade dress, and Full Access App(s) content, app tile(s), and other information (collectively, "Marks") for the sole and strictly-limited purposes of demonstrating and displaying any of Your Full Access Apps and/or demonstrating, marketing, or promoting the Service or any part thereof. Notwithstanding the foregoing, You agree Dexcom has no obligation to use or promote any of Your Full Access Apps.  You represent and warrant that you have all Intellectual Property Rights in Your Full Access Apps and Marks necessary to offer Your Full Access Apps to end users and to grant the foregoing license in this Section 4.2 to Dexcom.  Following the termination of this Data Partner Agreement and upon written request from you, Dexcom shall make commercially reasonable efforts to remove Your Marks from the Website and any other Dexcom promotional or marketing materials. 

5.     Confidentiality.

5.1.      Notwithstanding anything to the contrary in Section 5.1 of the Registered Developer Agreement, the terms and conditions of this Data Partner Agreement shall be deemed Dexcom’s Confidential Information for purposes of Section 5 of the Registered Developer Agreement.

6.     Fees.

6.1.      No fees or other payments shall be due by You for Your use of the Service pursuant to the Agreement. Notwithstanding the foregoing, Dexcom reserves the right to charge fees for any parts of the Service, or use of the Dexcom API or API Output Data in connection with a Full Access App, that may have previously been offered without a fee. In the event Dexcom begins to charge any such fees, we will notify You of changes to this Agreement via postings on the Website, by email to You at the email address You associated with Your Website account upon Your registration with the Website, or by any other communications means through contact information You provide to Us.  Your continued use of any part of the Service after the indicated effective date of such changes to this Agreement shall be deemed Your acceptance thereof. Dexcom in the future may offer premium services for a fee or for additional fees, but You shall have no obligation hereunder to upgrade to any such premium service and any enrollment in or use of such premium service shall be subject to its own separate set of terms and conditions.

7.     Suspension and Termination.

7.1.      Without limiting any other remedies, Dexcom may terminate this Data Partner Agreement immediately upon written notice to You, or indefinitely limit or suspend, with or without notice to You, Your access to and use of the Service, Dexcom API and/or Sandbox Data or Production Data (i) if, in our sole and absolute discretion, You fail to comply with the terms and conditions of Sections 3, 4.1, or 8 of this Data Partner Agreement, or (ii) pursuant to and in compliance with Sections 9.2 or 9.3 of this Data Partner Agreement.

7.2.      Sections 1, 3(d), 4.2, 5, 7.2, and 8 of this Data Partner Agreement shall survive any termination of this Data Partner Agreement or the Agreement.

8.     Insurance.  

8.1.      During the term of the Agreement and for a period of two (2) years thereafter, You will obtain and maintain in full force and effect, at your cost, the following insurance coverage provided by an insurer with a minimum A-VII rating:  at least one million dollars ($1,000,000) per occurrence and three million dollars ($3,000,000) aggregate commercial general liability, and at least one million dollars ($1,000,000) per occurrence and three million dollars ($3,000,000) aggregate cyber insurance coverage.  All policies shall stipulate that the insurance shall be primary insurance and non-contributory, and shall waive all rights of subrogation against Dexcom and its officers, directors, and employees, and you hereby waive all rights of subrogation against any of these parties.  Promptly upon request by Dexcom, You will provide Dexcom with current certificates of insurance evidencing that You have coverage meeting the requirements set forth in this Section 8.1. You will further provide Dexcom with thirty (30) days advance written notice of termination or substantial coverage change.

9.     Updates to this Data Partner Agreement.  

9.1.      Dexcom reserves the right, at our discretion, to change, modify, add, or remove portions of this Data Partner Agreement at any time by posting the revised terms, or amended Data Partner Agreement in its entirety, on the Website. You may also be given additional notice, such as by email or by posting of a message to Your Website account, of any changes. You will be deemed to have accepted such changes by continuing to use the Service. Except as otherwise stated, all amended terms shall automatically be effective thirty (30) calendar days after they are initially posted. Dexcom may also revise other policies, codes or rules at any time and the new versions will be available on the Website.

9.2.      If Dexcom revises this Data Partner Agreement and seeks Your consent to be bound by such revised terms and You do not agree to be bound by such revised terms before using the Service again, then notwithstanding anything to the contrary, Dexcom reserves the right to suspend or terminate Your Website account. You agree that We may seek consent to be bound by revised terms by contacting You via the email address You provided upon registering with the Website, or by posting a message to Your Website account, and that Dexcom may deem any failure to respond to such request within fifteen (15) business days as You not consenting to be bound by such revised terms. 

9.3.      If at any time You do not agree to any provision of the then-current version of this Data Partner Agreement or any other Dexcom policy, rule or code of conduct relating to Your use of the Service, Your right to use the Service will immediately terminate, and You must immediately stop using the Service.