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RCxRules Engine Solution Exhibit A
End User License Agreement

By signing the Order Form with NextGen Healthcare, Inc. (“NextGen”) for the RCxRules Engine Solution, Customer and RCxRules are agreeing to the following terms and conditions of this End User License Agreement (EULA).

Customer and CTI Systems, LLC d/b/a RCxRules (hereinafter referred to as "RCx”) are referred to herein as a “Party” and together as “the Parties”. 

WHEREAS, NextGen and RCx have entered an agreement whereby RCx will provide the RCxRules Engine Solution to NextGen and whereby the RCxRules Engine Solution is integrated with NextGen’s software (the “Software”), and the parties have entered an agreement to license the use of the RCxRules Engine Solution (hereinafter referred to as “RCx Software”), and to implement the RCxRules Engine Solution at the Customer.

The Parties hereby agree as follows:

  1. License Grant. Subject to the terms of this EULA, RCx grants to Customer, a non-exclusive, non-transferable, limited license to access and use the object code version of the RCx Software for Customer’s internal business purposes of processing transactions through the RCx Software. Utilization of the RCx Software is governed by the volume of transactions processed through the RCx Software. RCx does not limit the number of Customer end-users that utilize the RCx Software. Customer shall not: (a) sell, transfer, distribute, lease, assign or sublicense the RCx Software; (b) copy (except as provided herein), modify, adapt, change or otherwise alter, or create derivative works of, the RCx Software; (c) permit any other persons other than employees and independent contractors of Customer to use or access the RCx Software; (d) use the RCx Software to process data of any person other than Customer; or (e) disseminate benchmark performance information or analysis regarding the RCx Software.
  2. Professional Services.
    2.1.  RCx Responsibilities. RCx shall provide services related to the RCx Software, such as implementation, support, and training (“Services”), as set forth on the applicable Schedule. Standard monthly software maintenance services are included in the monthly subscription fee.
     
    2.2.  Customer Responsibilities. It is the responsibility of the Customer to determine and perform both the appropriate methods and frequency for all backups of data, deliverables, as well as secured storage for all of their systems, including the RCx Software. Customer is responsible for working with RCx and NextGen to test their configuration of the RCx Software as part of the implementation process and when upgrading to new versions of the RCx Software. 
  3. Warranties and Disclaimers
    3.1.  Limited Warranty. RCx warrants that the unmodified RCx Software, if used as permitted herein and operated as specified in the documentation, shall substantially perform the material functions described in the documentation.

    3.2.  Remedies. For any RCx Software not in conformance with Section 3.1, RCx will, at its discretion and cost, either repair, replace or re-perform the RCx Software. This is Customer’s exclusive remedy, and RCx’s sole liability for the limited warranty herein
  4. Disclaimer. RCX DOES NOT WARRANT THAT THE RCX SOFTWARE SHALL MEET CUSTOMER’S REQUIREMENTS OR THAT THE OPERATION OF THE RCX SOFTWARE SHALL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL ERRORS WILL BE CORRECTED. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, THE RCX SOFTWARE IS PROVIDED “AS IS”. OTHER THAN AS EXPRESSLY SET FORTH ABOVE, RCX MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER UNDERSTANDS THAT THE FEES CHARGED BY NEXTGEN FOR THE RCX SOFTWARE REFLECT THE ALLOCATION OF RISKS EXPRESSED BY THE LIMITED WARRANTIES, THE EXCLUSIVE LIMITED REMEDIES FOR BREACH OF THOSE LIMITED WARRANTIES, AND THE LIMITATIONS ON LIABILITY AND DAMAGES THAT ARE SET FORTH IN THIS AGREEMENT.

    CUSTOMER UNDERSTANDS AND AGREES THAT RCX IS NOT RESPONSIBLE FOR CUSTOMER’S CODING, BILLING OR SUBMISSION OF CLAIMS FOR HEALTHCARE SERVICES AND THAT THE RCX SOFTWARE IS AN INFORMATION TOOL ONLY. THE SOLUTION IS NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT IN CODING, BILLING OR SUBMISSION OF CLAIMS FOR HEALTHCARE SERVICES. RCX IS NOT RESPONSIBLE FOR: (I) THE ACCURACY OF CODES, GUIDELINES, TABLES OR OTHER DATA THAT HAVE BEEN INTEGRATED WITH THE RCX SOFTWARE OR (II) THE ACCURACY OR COMPLIANCE OF PROCEDURES OR RULES SELECTED BY CUSTOMER AND CONFIGURED IN THE RCX SOFTWARE. 
  5. Ownership.  Except for the rights granted to Customer hereunder, RCx and its licensors retain all right, title and interest in and to the RCx Software, all copies, modifications, and derivative works thereof; all RCx trademarks, names, logos; and all RCx documentation, including all rights to patent, copyright, trade secret and other proprietary or intellectual property rights in the foregoing.
  6. LIMITATION OF LIABILITY. RCX SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES OF ANY NATURE, (WHETHER IN CONTRACT, TORT, OR OTHERWISE) EVEN IF IT HAS BEEN ADVISED ABOUT OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES. RCX’S AGGREGATE LIABILITY FOR ALL MATTERS ARISING FROM, OR IN CONNECTION WITH THIS EULA, OR THE FAILURE OF ITS ESSENTIAL PURPOSE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL BE LIMITED TO AN AMOUNT NOT TO EXCEED THE AMOUNT OF FEES PAID TO RCX FOR CUSTOMER’S USE OF THE RCX SOFTWARE DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE OF THE CAUSE OF ACTION FROM WHICH CLAIMED DAMAGES ARISE.

This EULA constitutes the entire agreement between Customer and RCx relating to the RCx Software. If there is any conflict between this EULA and any agreement between Customer and NextGen with respect to the RCx Software, this EULA shall govern. Failure to enforce any provision will not constitute a waiver of that provision. If any provision is found unenforceable, it and any related provisions will be interpreted to best accomplish the unenforceable provision’s essential purpose. The headings contained in this EULA are for convenience of reference only and will not affect or alter the meaning or effect of any provision hereof.