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END-USER LICENSE AGREEMENT FOR Medical Coding .Net™ DATA FILES
This Provistas End-User License Agreement ("EULA") is a legal AGREEMENT between you (either an individual person or a single legal entity, who will be referred to in this EULA as "You") and Provistas (“PROVISTAS”) for the PROVISTAS electronic data files that accompany this EULA, including any associated media, printed materials and electronic documentation ("DATA FILES"). This agreement is nontransferable and nonexclusive. By installing, copying, downloading, accessing or otherwise using the DATA FILES, You agree to be bound by the terms of this EULA.
If you do not agree to the terms of this EULA, then DO NOT download, install, access or use the DATA FILES.
DATA FILE PRODUCT LICENSE
1) GRANT OF LICENSE AND FEES
B) Having paid the appropriate licensing fees for DATA FILES, You may install and use one copy of DATA FILES on a single computer. You can share a copy of the DATA FILES installed on a common build/test machine provided that You or Your entity has purchased a single license for that common build/test machine and each developer using it has a license. A license for DATA FILES may not be shared.
C) If you have acquired DATA FILES in multi-user licensing contract, that contract supercedes this EULA. Please refer to your contract for your terms.
D) You may make one copy of the DATA FILES for back up or archival purposes. All notices of proprietary rights, including trademark and copyright notices, must appear on all permitted back up or archival copies made.
E) This license specifically excludes distribution of DATA FILES by any third party, including but not limited to distribution by resellers and any right to translate or modify DATA FILES in any way.
2) DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS
A) CPT® Editorial Content, “CPT”, in DATA FILES is licensed from the American Medical Association, “AMA” and the provision of updated CPT® is dependent on a continuing contractual relationship between PROVISTAS and AMA.
B) You are prohibited from publishing, distributing via the Internet or other public computer based information system, creating derivative works (including translating), transferring, selling, leasing, licensing or otherwise making available to any unauthorized party DATA FILES containing CPT® or a copy or portion of DATA FILES.
C) PROVISTAS may provide you with support services related to the DATA FILES ("SUPPORT"). The provision and use of SUPPORT is governed by the PROVISTAS policies and programs described in the DATA FILES user manual and/or in "online" documentation. Any supplemental information provided as part of the SUPPORT shall be considered part of the DATA FILES and subject to the terms and conditions of this contract. With respect to technical information you provide to PROVISTAS as part of the SUPPORT, PROVISTAS may use such information for its business purposes, including for product updates and development.
D) Any rights not specifically granted in this Agreement are excluded.
E) Without prejudice to any of Provistas's other rights, Provistas may terminate this EULA if you fail to comply with its terms and conditions. In such event, you must destroy any and all copies of the DATA FILES and all of its component parts.
3) COPYRIGHT AND TRADEMARKS
A) CPT® is copyrighted by the AMA, and CPT® is a registered trademark of the AMA.
B) All other title, trademarks and copyrights in and pertaining to the DATA FILES, the accompanying printed materials, and any copies of the DATA FILES, are owned or licensed by PROVISTAS or its affiliated companies.
C) To the extent that the DATA FILES utilizes and/or contains third party material licensed to PROVISTAS, that third party material is protected by all applicable copyrights and trademarks related to that third party material. Other parties' trademarks or service marks are the property of their respective owners and should be treated as such."
4) UPGRADES and SUBSCRIPTION
If DATA FILES are labeled or otherwise identified by PROVISTAS as an "upgrade" or "subscription," you must be properly licensed to use a product identified by PROVISTAS as being eligible for the upgrade in order to use the DATA FILES. DATA FILES, labeled or otherwise identified by PROVISTAS as an upgrade, replaces and/or supplements the product that formed the basis for your eligibility for such upgrade. You may use the resulting upgraded product only in accordance with the terms of this contract. If the DATA FILES are an upgrade of a component of a package of data file programs that you licensed as a single product, the DATA FILES may be used and transferred only as part of that single product package and may not be separated for use on more than one computer.
5) U. S. GOVERNMENT RESTRICTED RIGHTS
The DATA FILES and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the U. S. Government is subject to restrictions as set forth in subparagraph C(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227 7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software Restricted Rights at 48 CFR 52.227 19, as applicable. Manufacturer is: PROVISTAS, 12 Dongan Place, Suite 203, New York, NY 10040, USA.
Some DATA FILES include CPT, which is commercial technical data and/or computer data bases and/or commercial computer software and/or commercial computer software documentation, as applicable which were developed exclusively at private expense by the American Medical Association, 515 North State Street, Chicago, Illinois, 60610. U.S. Government rights to use, modify reproduce, release, perform, display, or disclose these technical data and/or computer data bases and/or computer software and/or computer software documentation are subject to the limited rights restrictions of DFARS 252.227-7015(b) (2) (June 1995) and/or subject to the restrictions of DFARS 227. 7202-1 (a) (June 1995) and DFARS 227.7202-3(a) (June 1995), as applicable for U.S. Department of Defense procurements and the limited rights restrictions of FAR 52.227-14 (June 1987) and/or subject to the restricted rights provisions of FAR 52.227-14 (June 1987) and FAR 52.227-19 (June 1987), as applicable, and any applicable agency FAR Supplements, for non-Department of Defense Federal procurements.
6) APPLICABLE LAW
A) This EULA is governed by the laws of the State of New York. Should you have any questions concerning this EULA, or if you desire to contact Provistas for any reason, please contact the Provistas distributor serving you or write: Provistas, 12 Dongan Place, Suite 203, New York, NY 10040, USA.
B) In the event a provision is determined to violate any law or is unenforceable the remainder of the contract will remain in full force and effect.
7) LIMITED WARRANTY
A) PROVISTAS warrants that (a) the DATA FILES will, for a period of thirty (30) days from the date of delivery, perform substantially in accordance with PROVISTAS's written materials accompanying it, (b) accurately represent the most current contents of the respective medical coding systems consistent with the standard coding sets of the Health Insurance Portability and Accountability Act (HIPAA), and (c) any SUPPORT provided by PROVISTAS shall be substantially as described in applicable written materials provided to you by PROVISTAS.
B) In the event of any breach of warranty or other duty owed by PROVISTAS, PROVISTAS's and its third-party licensors’ entire liability and your exclusive remedy shall be, at PROVISTAS's option, repair or replacement of the defective DATA FILES or re-performance of the SUPPORT. There will be no refunds. This Limited Warranty is void if failure of the DATA FILES has resulted from accident, abuse, or misapplication. Any replacement DATA FILES will be warranted for an additional thirty (30) days. PROVISTAS shall provide no warranty for any customer-altered or modified software.
C) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVISTAS DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCT, RELATED MATERIALS, CONTENT AND ANY SERVICES, INCLUDING THEIR FITNESS FOR A PARTICULAR PURPOSE, SECURITY, QUALITY, AND MERCHANTABILITY. PROVISTAS DOES NOT WARRANT THAT THE DATA FILES OR SUPPORT ARE SECURE, OR ARE FREE FROM BUGS, VIRUSES, ERRORS, OR OTHER PROGRAM LIMITATIONS, INCLUDING BUT NOT LIMITED TO ACCURATE OR UPDATED THIRD-PARTY CONTENT.
D) THE LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION. Some states and jurisdictions do not allow disclaimers of or limitations on the duration of an implied warranty, so the above limitation may not apply to you. To the extent implied warranties may not be entirely disclaimed but implied warranty limitations are allowed by applicable law, implied warranties on the DATA FILES, if any, are limited to thirty (30) days.
8) LIMITATION OF LIABILITY
A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROVISTAS OR ITS THIRD-PARTY LICENSORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF TANGIBLE OR REAL PROPERTY, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA OR ANY OTHER PECUNIARY LOSS, CIVIL OR CRIMINAL PENALTIES RELATED TO MEDICAL BILLING AND PARTICIPATION IN FEDERAL OR STATE HEALTH INSURANCE PROGRAMS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE DATA FILES OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF PROVISTAS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES TO ANY CLAIM BASED UPON BREACH OF CONTRACT, TORT, NEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY, PRODUCT LIABILITY OR ANY OTHER THEORY. IN ANY CASE, PROVISTAS'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS CONTRACT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO PROVISTAS FOR THE DATA FILES OR SUPPORT THAT DIRECTLY CAUSED THE DAMAGE. BY ACCEPTING THE TERMS OF THIS CONTRACT, YOU ARE ACKNOWLEDGING THAT THE LIMITATION TO THE PRICE PAID IS FAIR, JUST AND REASONABLE UNDER THE CIRCUMSTANCES. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
B) CPT® CONTAINED IN THE DATA FILES IS PROVIDED "AS IS" WITHOUT ANY LIABILITY TO THE AMA, INCLUDING WITHOUT LIMITATION, NO LIABILITY FOR CONSEQUENTIAL OR SPECIAL DAMAGES, OR LOST PROFITS FOR SEQUENCE, ACCURACY, OR COMPLETENESS OF DATA, OR THAT IT WILL MEET THE YOUR REQUIREMENTS. THE AMA'S SOLE RESPONSIBILITY IS TO MAKE AVAILABLE TO PROVISTAS REPLACEMENT COPIES OF THE CPT® IF IT IS NOT INTACT; AND THAT AMA DISCLAIMS ANY LIABILITY FOR ANY CONSEQUENCES DUE TO USE, MISUSE, OR INTERPRETATION OF INFORMATION CONTAINED OR NOT CONTAINED IN CPT.
C) THE DATA FILES AND RELATED SERVICES OR CONTENT ARE DESIGNED TO OPERATE AND PROVIDE INFORMATION WITH THE UNDERSTANDING THAT PROVISTAS AND ITS REPRESENTATIVES ARE NOT ENGAGED IN RENDERING LEGAL, ACCOUNTING OR OTHER PROFESSIONAL SERVICE. IF LEGAL ADVICE OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICE OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT. PROVISTAS EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE PROVISTAS DATA FILES WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (“HIPAA”), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE DATA FILES, RELATED SERVICES OR CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW. IT IS YOUR RESPONSIBILITY TO KEEP ABREAST OF CHANGES IN LAWS, REGULATIONS AND ACCOUNTING PRACTICES THAT AFFECT YOU AND YOUR BUSINESS.
D) ADDITIONALLY, PROVISTAS MAKES NO REPRESENTATIONS OF ANY KIND REGARDING THE USE OF THIS PRODUCT AND YOUR ABILITY TO MEET OR COMPLY WITH ANY FEDERAL, STATE, OR LOCAL LAWS AND REGULATIONS REGARDING THE PAYMENT OF MEDICAL CLAIMS. PROVISTAS MAKES NO REPRESENTATIONS THAT THE PRODUCT WILL COMPLY WITH THE RULES, REGULATIONS OR GUIDELINES OF ANY PARTICULAR HEALTH CARE PROVIDER, HEALTH CARE INSURANCE YOU, FEDERAL OR STATE HEALTH INSURANCE PROGRAM, OR ANY OTHER THIRD PARTY HEALTH CARE ADMINISTRATOR FROM WHOM YOU MAY SEEK PAYMENT OF MEDICAL CLAIMS. IT IS YOUR RESPONSIBILITY TO ENSURE THAT YOU COMPLY WITH THE APPLICABLE RULES AND REGULATIONS AND THAT YOU KEEP ABREAST OF ANY CHANGES IN LAWS, REGULATIONS AND INDUSTRY PRACTICES THAT MAY AFFECT YOUR BUSINESS.
9) INDEMNITY AGREEMENT
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY AGREE TO INDEMNIFY, HOLD HARMLESS AND DEFEND PROVISTAS AND ANY MEMBER, DIRECTOR, OFFICER, EMPLOYEE OR AGENT THEREOF, AGAINST ALL LIABILITIES CAUSED BY THE ACTS OR OMISSIONS OF YOU, YOUR EMPLOYEES, AGENTS AND REPRESENTATIVE IN CONNECTION WITH THE USE OF THE DATA FILES, REGARDLESS OF THE NEGLIGENCE OF ANY PARTY HEREIN INDEMNIFIED. THIS INDEMNITY SPECIFICALLY INCLUDES ANY CLAIMS BY A FEDERAL, STATE OR LOCAL GOVERNMENTAL AGENCY REGARDING THE PAYMENT OF ANY MEDICAL CLAIMS, CIVIL OR CRIMINAL CHARGES RELATED TO MEDICAL CLAIMS, OR FEDERAL OR STATE HEALTH INSURANCE PROGRAM PARTICIPATION.