American Medical Association ("AMA")
End User Internal Use License Agreement ("Agreement")
Carefully read the following terms and conditions before using this product(s). Clicking the
"Accept" button on your screen acknowledges your acceptance of these terms and conditions.
The term "Licensed Materials" shall mean each electronic product for which Licensee has paid a
royalty fee and "Accepted" this Agreement subject to the limitations applicable to certain Licensed Materials as set forth in this Agreement.
a) Subject to the terms of
this Agreement, the AMA licenses you or your organization, as applicable ("you") the right to use the "Licensed Materials; provided, however, that "Licensed
Materials" shall mean the following with respect to the applicable product:
(1) Current Procedural Terminology ("CPT®") — the data as contained
in the electronic data file of the annual version of the CPT® for which you have paid the applicable royalty fee.
(2) International Classification of Diseases ("ICD") — the data as contained in
the electronic data file of the specific version of the ICD for which you have paid the applicable royalty fee.
(3) Healthcare Common Procedure Coding System, Level II ("HCPCS") — the data as
contained in the electronic data file of the annual version of HCPCS for which you have paid the applicable royalty fee.
(4) CPT® Relative Value Units ("CPT® RVU") — the data as contained in the
electronic data file of the annual version of the CPT RVU for which you have paid the applicable royalty fee.
b) Licensed use. The Licensed
Materials may be used only internally at a single entity within your facilities in the United States or its territories, only by you, your employees, or
agents, and only by the number of Users (as defined below) for which you have paid (and in any case not more than 25 Users). If more Users than you have paid
for will use the Licensed Materials then payment of an additional royalty fee and your acceptance of a separate Agreement will be required.. If any of the
Licensed Materials will be used by more than 25 users you must execute a separate license agreement and the terms and conditions of such agreement, and not
this Agreement, will govern the use of the Licensed Materials.
A "User" is defined as an individual who: (a) accesses, uses, or manipulates the Licensed Materials; or
(b) accesses, uses, or manipulates a program which includes the Licensed Materials to produce or enable an output (data, reports and the like) that could not
have been created without the Licensed Materials embedded in the program even though the Licensed Materials may not be visible or directly accessible; or (c)
makes use of an output of a program which includes the Licensed Materials that relies on or could not have been created without the Licensed Materials
embedded in the program even though the Licensed Materials may not be visible or directly accessible.
The AMA or its representatives shall have the right to audit your books and records during your
business hours to insure compliance with this Agreement upon reasonable notice to you. You shall pay the AMA any documented amounts due as a result of such
audit within 10 days of receipt of an invoice from the AMA.
c) Copies and modifications. You may
copy the Licensed Materials into any machine readable or printed form for backup in support of your use of the Licensed Materials. You may modify the Licensed
Materials and/or merge it into another program for your own use. Any copy, modification or merged portion or version of the Licensed Materials will continue
to be subject to the terms and conditions of this Agreement.
For CPT® and CPT® RVU products : If you merge the Licensed Materials or any portion thereof into another program, you must reproduce and
include the copyright notice as it appears in the Licensed Materials on any copy or portion of the Licensed Materials to give reasonable notice of the AMA's
copyright under the copyright laws of the United States and any rules and regulations thereunder.
d) Prohibitions. You may not use, copy,
or modify the Licensed Materials or any copy, modification or merged portion or version of the Licensed Materials, in whole or in part, in any other manner
except as expressly provided for in this Agreement. You agree that uses not authorized by this Agreement are expressly prohibited. These prohibitions include,
without limitation, any use of the Licensed Materials or any copy, modification or merged portion or version of the Licensed Materials in any public
computer-based information system, including the Internet or World Wide Web, and creating derivative works including translations. You may not sell,
sublicense, assign or transfer the Agreement or the Licensed Materials or any copy, modification or merged portion or version of the Licensed Materials to any
party. Any attempt to sell, sublicense, assign or transfer any of the rights, duties or obligations hereunder is void and shall immediately terminate this
Agreement and the license granted under it.
2. WARRANTIES DISCLAIMED
a) TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF
THE LICENSED MATERIALS IS AT YOUR SOLE RISK, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS YOUR SOLE RESPONSIBILITY.
THE LICENSED MATERIALS ARE PROVIDED BY AMA "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER INCLUDING THAT THE LICENSED
MATERIALS ARE NON-INFRINGING, ACCESSIBLE OR UNINTERUPTED. TO THE FULLEST EXTENT PERMITTED BY LAW, THE AMA DISCLAIMS RESPONSIBILITY AND ANY LIABILITY FOR (i)
ANY ERRORS IN THE LICENSED MATERIALS AND ANY CONSEQUENCES, DECISIONS, JUDGMENTS OR RESULTS ATTRIBUTABLE TO OR RELATED TO ANY USES, NON-USES OR
INTERPRETATIONS OF INFORMATION OR DATA CONTAINED IN OR NOT CONTAINED IN THE LICENSED MATERIALS; (ii) ANY DAMAGE TO YOUR EQUIPMENT OR ANY OTHER INFORMATION OR
FILE OR APPLICATION YOU HAVE; (iii) ANY INTERRUPTION OF ANY SERVICE OR APPLICATION; AND (iv) ANY OTHER DAMAGE NO MATTER THE CAUSE.
THE AMA DOES NOT WARRANT THAT THE DATA CONTAINED IN THE LICENSED MATERIALS WILL MEET
YOUR REQUIREMENTS OR THAT THE OPERATION OF THE LICENSED MATERIALS WILL BE UNINTERRUPTED OR WITHOUT ERROR. YOU ACKNOWLEDGE THAT THE LICENSED MATERIALS HAVE
NOT BEEN DEVELOPED ACCORDING TO YOUR SPECIFICATIONS AND HAVE NOT OTHERWISE BEEN CUSTOM-MADE.
THE AMA DOES NOT DIRECTLY OR INDIRECTLY PRACTICE MEDICINE OR DISPENSE MEDICAL SERVICES.
FOR CPT® AND CPT® RVU PRODUCTS : FEE SCHEDULES, RELATIVE VALUE UNITS, CONVERSION FACTORS AND/OR RELATED COMPONENTS ARE NOT ASSIGNED BY THE
AMA, ARE NOT PART OF CPT®, AND THE AMA IS NOT RECOMMENDING THEIR USE. THE LICENSED MATERIALS DO NOT REPLACE THE AMA'S CURRENT PROCEDURAL
TERMINOLOGY PRINT PUBLICATION OR OTHER APPROPRIATE CODING AUTHORITY. THE CODING INFORMATION CONTAINED IN THE LICENSED MATERIALS SHOULD BE USED ONLY AS A
b) LIMITATION OF LIABILITY. THE AMA SHALL NOT BE LIABLE, AND DISCLAIMS ANY LIABILITY, FOR ANY
CLAIM, LOSS OR DAMAGE, DIRECT OR INDIRECT, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE
DAMAGES OF ANY KIND WHATSOEVER IN CONNECTION WITH, AS A RESULT OF, OR ARISING: (i) OUT OF THE USE OF OR INABILITY TO USE THE LICENSED MATERIALS; (ii) FROM
ANY INTERRUPTION IN AVAILABILITY; (iii) FROM ANY LOSS OF DATA AND/OR FROM ANY EQUIPMENT FAILURE; (iv) FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR
TRANSMISSIONS OR DATA; (v) OUT OF THE USE OF, REFERENCE TO, OR RELIANCE ON, THE LICENSED MATERIALS; (vi) OUT OF ANY CONTENT, MATERIALS, ACCURACY OF
INFORMATION, AND/OR QUALITY OF THE LICENSED MATERIALS; OR (vii) OUT OF ANY OTHER MATTER RELATING TO THE LICENSED MATERIALS.
In the event You are dissatisfied with, or dispute, this Agreement or the
LICENSED MATERIALS, Your sole right and exclusive remedy is to terminate Your use of the LICENSED MATERIALS, even if that right or remedy is deemed to fail
of its essential purpose and TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOUR EXCLUSIVE
REMEDY AND ENTIRE LIABILITY FOR ANY CLAIM RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER IN CONTRACT, WARRANTY, TORT, OR ANY OTHER LEGAL THEORY,
SHALL BE LIMITED TO THE TOTAL AMOUNT YOU PAID TO USE THE LICENSED MATERIALS PROVIDED HEREUNDER UPON WHICH THE LIABILITY IS BASED. You confirm the AMA has no other obligation, liability or responsibility to You or any other party.
c) EXCLUSIONS PERMITTED BY LAW.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY
NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS WHICH ARE
LAWFUL IN YOUR JURISDICTION WILL APPLY.
This Agreement and the license to use the Licensed Materials will remain in effect
until terminated. This Agreement and license granted hereunder shall be terminated (a) by AMA, if you fail to comply with any term or condition of this
Agreement, (b) at your option at any time by destroying the Licensed Materials along with any copies, modifications or merged portions or versions in any and
all forms, or (c) with respect to CPT and CPT RVU products, at the option of the AMA if there is an imposition of a governmental prohibition or restriction
rendering it unlawful or jeopardizing the AMA's rights to CPT®, including copyright. You agree that the AMA will be awarded court costs and
reasonable attorney fees if it prevails in any action or proceeding against you due to your breach of this Agreement. You agree upon termination for any
reason to destroy the Licensed Materials together with all copies, modifications and merged portions or versions in any form and you hereby waive any rights
to continued use of any product or program into which the Licensed Materials have been merged.
4. TERMS APPLICABLE TO CPT® AND CPT® RVU PRODUCTS:
a) Copyright, Trade Secret and Trademark
CPT codes, descriptions and other data are copyright 1966, 1970, 1973, 1977, 1981,
1983-2013 and (any applicable subsequent years as indicated in the CPT and/or CPT RVU products licensed hereunder). American Medical Association. All rights
reserved. CPT is a registered trademark of the American Medical Association. You acknowledge that the AMA retains all right, title, and interest in the
Licensed Materials provided to you.
b) U.S. Government Rights
CPT 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, 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.
5. General Provisions
You shall be responsible for all sales, use or other taxes, except taxes based on the income of the AMA.
This Agreement will be governed by the internal laws of the State of Illinois without regard to choice of law principles. Nothing contained in this Agreement
shall be deemed to constitute a joint venture, partnership or agency between parties. You acknowledge that you have read this Agreement, understand it and
agree to be bound by its terms and conditions. You represent you have authority to enter
into this Agreement on behalf of yourself or your organization, as applicable. You agree that it is the complete and only agreement between us which
supersedes any proposal or prior agreement, oral or written, and any other communications between us relating to the subject matter of this Agreement. The
delay or failure to assert a right hereunder shall not constitute a waiver of that right or excuse a subsequent failure to perform under this Agreement. You
agree to take all steps necessary, by instruction, agreements or otherwise, to ensure compliance with the terms of the Agreement by your employees and agents.
If any provision hereof is held to bea unenforceable or contrary to public policy the parties agree that the remaining portions are enforceable. You may not
assign any rights herein without the prior approval of the AMA. Any attempted assignment shall be null and void. Should you have any questions concerning this
Agreement, you may contact the AMA Intellectual Property Services by calling 312 464-5022 or by writing to Intellectual Property Services, American Medical
Association, AMA Plaza, 330 N. Wabash Ave., Suite 39300, Chicago, IL 60611-5885.
This Agreement shall be effective upon your acceptance by choosing the "Accept" button.