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End-User license agreement for NextGen® Coding Update File containing the Current Procedural Terminology (“CPT”)
IMPORTANT--READ CAREFULLY: This End-User License Agreement ("Agreement") is a legal contract between you (either an individual or a single business entity, the "End User") and Quality Systems, Inc. ("QSI") for the NextGen® Coding Update File containing AMA's Version of Current Procedural Terminology (CPT®) ("Editorial Content"). The Coding Update File which contains the Editorial Content shall be collectively referred to herein as the "Coding Update File."
BY EITHER CLICKING "ACCEPT," SIGNING THIS AGREEMENT, OR CONTINUING TO USE THE CODING UPDATE FILE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE WARRANTY DISCLAIMERS, INDEMNIFICATION OBLIGATIONS, LIMITATIONS OF LIABILITY AND TERMINATION PROVISIONS BELOW. YOU UNDERSTAND THAT THIS AGREEMENT IS SEPARATE FROM THE MASTER AGREEMENT ENTERED BETWEEN YOU AND QSI AS IT RELATES TO ANY QSI SOFTWARE OR SERVICE ("MASTER AGREEMENT").
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, (I) DO NOT INSTALL OR USE THE CODING UPDATE FILE, AND EXIT NOW OR (II) DO NOT EXECUTE THIS AGREEMENT.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT BUT YOU HAVE ALREADY PURCHASED THE CODING UPDATE FILE, DO NOT INSTALL OR USE THE FILE, AND CONTACT YOUR QUALITY SYSTEMS, INC. SALES REPRESENTATIVE OR QUALITY SYSTEMS, INC. ACCOUNT SERVICES (OR IF YOU PURCHASED THE CODING UPDATE FILE THROUGH A QSI RESELLER/DISTRIBUTOR, CONTACT THE RESELLER/DISTRIBUTOR'S SALE REPRESENTATIVE) FOR A FULL REFUND.
End User must obtain a license to the Editorial Content within the Coding Update File for each Provider, as defined under the Master Agreement, who is using any QSI Software or Service to bill for their medical services and pay the applicable fee as set forth in the Appendix or the SOF associated with the Master Agreement therewith. The Editorial Content is not licensed on a concurrent use basis.
A Provider is a user of the Editorial Content if he or she directly accesses the Editorial Content in a product or, in the case where Editorial Content is embedded in a product and not directly accessible, relies on embedded Editorial Content to perform his or her intended function with the product or its output. More specifically, the Provider is a user of the Editorial Content if he/she:
- Accesses, uses and/or manipulates the Editorial Content contained in the Coding Update File either at the input (the point at which data is entered into the QSI Software or Service), the output (the point at which data, reports, or the like are received from the QSI Software or Service) or both phases of using the QSI Software or Service; or
- Accesses, uses and/or manipulates the Editorial Content to produce or enable an output that could not have been created without the Editorial Content having been embedded into the Coding Update File even though the Editorial Content may not be visible or directly accessible; or
- Makes use of an output of the QSI Software or Service that relies on or could not have been created without the Editorial Content embedded into the Coding Update File even though the Editorial Content many not be visible or directly accessible.
GRANT OF RIGHTS RESTRICTIONS
The license granted to the Editorial Content as contained in the Coding Update File is a nontransferable, nonexclusive license, for the sole purpose of internal use by Provider within the United States of America.
Provider is 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 the Editorial Contents embedded within the Coding Update File, or a copy or portion of Editorial Contents from the Coding Update File.
Provider understands that provision of updated Editorial Content within any Coding Update File is dependent on a continuing contractual relationship between Vendor and the AMA.
Provider must ensure that anyone with authorized access to the Coding Update File, in general, and the Editorial Content, in particular, will comply with the provisions of this End User Agreement.
Provider acknowledges that the Editorial Content is copyrighted by the AMA and that it is a registered trademark of the AMA.
U.S. Government Rights. This product includes 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 was developed exclusively at private expense by the American Medical Association, AMA Plaza, 330 N. Wabash Ave., Suite 39300, Chicago, IL 60611-5885. 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) (November 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 (December 2007) and/or subject to the restricted rights provisions of FAR 52.227-14 (December 2007) and FAR 52.227-19 (December 2007), as applicable, and any applicable agency FAR Supplements, for non-Department of Defense Federal procurements.
BACK UP RIGHTS
Provider may only make copies of the Coding Update File 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.
DISCLAIMER OF WARRANTY
THE EDITORIAL CONTENT AS CONTAINED IN THE CODING UPDATE FILE IS PROVIDED "AS IS" AND WITHOUT ANY LIABILITY TO THE AMA AND/OR QSI, INCLUDING WITHOUT LIMITATION, NO LIABILITY FOR CONSEQUENTIAL, INDIRECT, CONTINGENT, OR SPECIAL DAMAGES, LOST PROFITS FOR SEQUENCE, ACCURACY OR COMPLETENESS OF DATA OR THAT IT WILL MEET THE END USER'S REQUIREMENTS, EVEN IF THE AMA AND/OR QSI OR ANY OF THEIR REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. PROVIDER ASSUMES THE ENTIRE RISK OF USING THE CODING UPDATE FILE AND ANY EDITORIAL CONTENT THEREIN.
AMA AND QSI'S SOLE LIABILITY AND RESPONSIBILITY IS FOR THE AMA TO MAKE AVAILABLE TO PROVIDER THROUGH QSI A REPLACEMENT COPY OF THE CODING UPDATE FILE CONTAINING THE EMBEDDED EDITORIAL CONTENT IF THE DATA IS NOT INTACT; AND THAT THE AMA AND QSI DISCLAIM ANY LIABILITY FOR ANY CONSEQUENCES DUE TO USE, MISUSE, OR INTERPRETATION OF INFORMATION CONTAINED OR NOT CONTAINED IN THE EDITORIAL CONTENT ITSELF OR AS EMBEDED WITHIN THE CODING UPDATE FILE.
Provider agrees to defend, hold harmless and indemnify QSI for any and all claims or demands, including costs, expenses and reasonable attorney's fees due to unauthorized access to or misuse of the Coding Update File containing the Editorial Content by Provider or any of its other employees, agents, subcontractors, or other persons (whether authorized or unauthorized).
The End User Agreement automatically terminates in the event of Provider's default hereunder; and upon termination Provider must immediately cease use of the Editorial Content and completely return or destroy same residing on any hardware and/or system under its control.
In the event a provision under this Agreement is determined to violate any law or is unenforceable the remainder of the End User Agreement will remain in full force and effect.
Initial to Accept: ____________
Accepted By (Signature): ______________________________________
GCN and/or SAP #: _____________________________________________
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Dated: September 11, 2017