You must accept the license agreement before downloading any Optum360, LLC Files
LICENSE AGREEMENT
PLEASE READ THIS AGREEMENT CAREFULLY. THIS IS AN AGREEMENT BETWEEN YOU AND Optum360, LLC. IF YOU DO NOT AGREE WITH THESE TERMS, DECLINE WHERE INSTRUCTED, AND YOU WILL NOT BE ABLE TO ACCESS OR USE THESE FILES. YOU ARE REFERRED TO BELOW AS "CLIENT."
LICENSE.
Optum hereby grants to Client a nonexclusive, nontransferable license to access and use the files contained in this product (the “Files”), within the United States as contemplated in the accompanying documentation and for Client's internal, lawful, business use, as set forth on the Profile Form Client will complete before File delivery and to the extent Client has paid the applicable fees for such access and use. Client acquires no other rights to the Files. Customer shall ensure that anyone with authorized access to Optum Files will comply with the provisions of this Agreement.
RESTRICTIONS.
Client is authorized to access and use the Files internally for the number of named users for which Client has paid the applicable license fee. Client may not sublicense, assign, or transfer this license, the Files, or the output produced by the Files to any third party. Client may not copy the Files, except to create an archival copy. Client may not reproduce the Files on any public electronic medical information system, or in any public electronic bulletin board, or translate, decompile, or disassemble the Files, or create any derivative work based on the Files or the accompanying documentation. Client must ensure that anyone that Client has authorized to access to the Files will comply with the provisions of this Agreement. Customer shall not remove copyright notices from the Files.
LIMITED WARRANTY AND REMEDIES.
CLIENT EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE FILES ARE PROVIDED "AS-IS". OPTUM PROVIDES THE FILES WITHOUT WARRANTY OF ANY KIND, AND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
USE OF FILES.
Client agrees that Optum shall not be held responsible or liable for any actions taken by Client as a result of Client's use of the Files, or for any error, inaccuracy, or omission in any report or analysis Client prepares in connection with or through use of the Files, or for any damage (including but not limited to consequential damages) resulting from such use. In no event will Optum be liable to Client for any damages, including any lost profits, lost savings or any indirect, incidental, special, consequential or punitive damages arising out of the use or inability to use the Files even if Optum has been advised of the possibility of such damages, or for any claim by any third party. However, in the event that a court with jurisdiction determines that Optum is liable for damages under this Agreement, Optum's liability shall not exceed the greater of the price Client paid for use of the Files, or One Thousand Dollars ($1000). Client acknowledges that the Files have not been developed according to Client's specifications or otherwise custom-made for Client.
PROTECTION.
United States and international copyright laws protect the Files, the accompanying documentation, and the File contents. Client acknowledges that the Files contain valuable assets, trade secrets, and/or copyrighted material of Optum, and that Optum and its licensors retain title to the Files.
CPT CODES.
Current Procedural Terminology ("CPT") codes, descriptions, and two-digit modifiers maintained in the Files, CPT® Assistant and CPT® Changes are copyrighted by the AMA and CPT is a registered trademark of the AMA. Optum grants Client a nontransferable, nonexclusive license to use CPT codes, for the sole purpose of internal use by Client within the United States, as part of the Files. Optum's ability to deliver updated versions of CPT to Client is dependent upon continuing contractual relations with the AMA.
The AMA provides CPT "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 the CPT data. The AMA does not warrant that CPT will meet Client's requirements. The AMA disclaims any liability for any consequences due to use, misuse or interpretation of information contained or not contained in CPT. The AMA’s sole responsibility is to make available to Optum replacement copies of the CPT codes if the CPT codes are not intact. AMA disclaims any liability for any consequences due to use, misuse, or interpretation of information contained or not contained in CPT codes.
In the event the Files include NTIS material, the responsibility for the content of any "National Correct Coding Policy" included in the Files is with the Centers for Medicare and Medicaid Services ("CMS") and no endorsement by the AMA is intended or should be implied.
Client may only make copies of the CPT codes in the 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. Client may print or download CPT® Assistant and/or CPT® Changes CPT codes from the Files solely for its own internal use, without any modification to the content, and in such a way that the appropriate citation is included.
CDT CODES.
The terms of this Section apply to the extent that the Files contain CDT codes. Client acknowledges and agrees that the American Dental Association owns all right, title and interest (including all copyrights and other intellectual property rights) in the CDT codes (in all print and machine readable forms), all other rights of commercialization, rental or sale of the CDT or any part thereof, the right to make derivatives of the CDT and the right to distribute the CDT and copies thereof. Client acquires no proprietary interest in the CDT, or any portion thereof. Except for the limited rights expressly granted to Client herein this Agreement, all other rights in the CDT are owned and retained by ADA. Client agrees to indemnify ADA (including reasonable attorneys' fees and costs of litigation) against and hold ADA harmless from any and all claims, liability, losses, damages and expenses resulting from Client's use of the CDT, in breach of any of the terms of this Agreement, or Client's use of any data or documentation received from ADA, regardless of the form of action.
AHA NOTICE.
Copyright 2014, American Hospital Association (“AHA”), Chicago, Illinois. Reproduced with permission. No portion of this publication may be reproduced, sorted in a retrieval system, or transmitted, in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, without prior express, written consent of AHA. The following applies to the extent that the Files contain content licensed to Optum by the American Hospital Association (“AHA Content”):
The Company's right to provide the Licensed Content to the Customer in connection with the Company Files pursuant to the Customer Agreement is dependent upon the continuation of the contractual relationship between Company and Health Forum. If this contractual relationship expires or is otherwise terminated, the Customer Agreement will be immediately terminated and the Customer will be required to discontinue all use of the Licensed Content pursuant to this Agreement. Customer will not contest or challenge (or assist others to so do) AHA’s rights with respect to the AHA Content.
If Customer is a United States federal government agency, the following applies:
ICD-9-CM Coding Clinic.
This product contains AHA CODING CLINIC® FOR ICD-9- CM content 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 Hospital Association, 155 N. Wacker Dr., Suite 400, Chicago, Illinois 60606. 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-l(a) (June 1995) and DFARS 227.7202-J(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.
HCPCS CODING CLINIC.
This product contains AHA CODING CLINIC® FOR HCPCS content 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 Hospital Association ("AHA"), 155 N. Wacker Dr., Suite 400, Chicago, Illinois 60606. 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-J(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.
UB-04 Manual.
This product contains OFFICIAL UB-04 DATA SPECIFICATIONS MANUAL, content 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 Hospital Association ("AHA"), 155 N. Wacker Dr., Suite 400, Chicago, Illinois 60606. 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.
AHA provides the AHA Content “AS IS” and expressly disclaims all warranties, conditions, representations, indemnities and guarantees, whether express or implied, arising by law, custom or prior oral or written statements, with respect to the AHA Content (including, but not limited to, any war5ranty of satisfactory quality, merchantability, fitness for a particular purpose, title and non-infringement, accuracy timeliness, and completeness) to the maximum extent allowed by law. AHA further disclaims, and shall have no liability for, any errors, omissions or inaccuracies in the AHA Content or any uses, misuses or interpretations of the information contained in or not contained in the AHA Content. AHA also does not warranty that the AHA Content will be accessible in any particular hardware/software environment. Customer shall be solely responsible for the use, efficient, and suitability of the AHA Content.
In no event will AHA be liable for any indirect, special, or consequential (including lost profits), exemplary or punitive damages arising out of or related to this Agreement, or performance or breach of this Agreement, even if it has been advised of the possibility of such damages. AHA’s liabilities under this Agreement, if any, shall in no event exceed the sum of the fees actually received by Optum in connection with this Agreement for the applicable AHA Content.
U.S. Government Rights
This product includes CPT and/or CPT® Assistant and/or CPT® Changes, 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, 60654. 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.
GENERAL PROVISIONS.
Client agrees that Optum may terminate Client's access to the Files and this Agreement at any time if Optum reasonably believes that Client is in violation of this Agreement. This Agreement shall automatically terminate if Client fails to comply with any provision of this Agreement. Client acknowledges that Client has read this Agreement, understands it and agrees to be bound by its terms and conditions. Client further agrees that this is the complete agreement between Client and Optum and that this Agreement supersedes any proposal or prior agreement, oral or written, and any other communications between Client and Optum relating to the subject matter of this Agreement. Upon termination of this Agreement, Client will cease using the Files and return the Files to Optum. In the event a provision of this Client Agreement is determined to violate any law or is unenforceable, the remainder of the Client Agreement will remain in full force and effect.
© 2014 Optum, Inc.
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