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TRISUS® PRICING TRANSPARENCY
STANDARD TERMS AND CONDITIONS

  1. American Hospital Association Disclaimer. Except as set forth in this section, Health Forum (a subsidiary of the American Hospital Association) provides the licensed 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 by Health Forum with respect to the licensed content (including, but not limited to any warranty of satisfactory quality, merchantability, fitness for particular purpose, title, and non-infringement, accuracy, timeliness, and completeness) to the maximum extent allowed by law. Health forum further disclaims, and shall have no liability for any errors, omissions or inaccuracies in the licensed content or any uses, misuses or interpretations of the information contained in or not contained in the licensed content. Health Forum also does not warrant that the licensed content will be accessible in any particular hardware/software environment. Customer shall be solely responsible for the use, efficiency and suitability of the licensed content. Customer acknowledges and agrees that Health Forum and its Affiliates are the sole owners of all right, title and interest, including all Intellectual Property Rights, in and to the Licensed Content and any modifications thereto provided by Health Forum and its Affiliates. Nothing in this Agreement constitutes any transfer of ownership of any patent, copyright, trademark, trade secret, trade dress, contractual rights protecting proprietary database compilations or other similar proprietary rights or claims available under the laws of the United States, any state thereof, or any foreign country (“Intellectual Property Rights”), and Health Forum or its Affiliates shall retain all ownership rights in the Intellectual Property Rights embodied by and incorporated in the Licensed Content. Customer will not distort, misuse, diminish, infringe, dilute, contest or challenge (or assist others to so do) Health Forum’s and its Affiliates’ rights in, ownership of and registrations or applications for registration of the Intellectual Property Rights embodied by and incorporated in the Licensed Content. Customer also agrees not to use any Intellectual Property Rights owned by Health Forum or its Affiliates except as expressly permitted by this Agreement. In no event shall Health Forum or its affiliates be liable for any indirect, special, or consequential (including lost profits), exemplary or punitive damages arising out of or related to this Agreement, or Health Forum’s performance or breach of this Agreement, even if Health Forum has been advised of the possibility of such damages. Neither Health Forum’s nor its Affiliates’ liabilities under this Agreement, if any, shall exceed the fees received by Health Forum in the twelve (12) month period prior to the date Craneware gives Health Forum notice of any dispute. Extraction of Health Forum’s content from the TPT is prohibited. U.S. Government right to use, modify, reproduce, release, perform, display, or disclose these technical data and/or computer databases 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.

  2. American Medical Association Disclaimer.

    1. U.S. Government Rights. This product includes CPT and/or CPT® Assistant and/or CPT® Changes and/or CPT® Friendly Data and/or CPT® Knowledge Base and/or SNOMED CT® Maps, and/or CPT® Consumer Friendly Data which are commercial technical data which were developed exclusively at private expenses by the American Medical Association (AMA), 330 North Wabash Avenue, Chicago, Illinois, 60611. The AMA does not agree to license CPT to the Federal Government based on the license in FAR 52.227-14 (Data Rights – General) and DFARS 252.227-7015 (Technical Data – Commercial Items) or any other license provision. The AMA reserves all rights to approve any license with any Federal agency.

    2. CPT, CPT Assistant, CPT Changes, CPT Consumer Friendly Data, CPT® Knowledge Base, SNOMED CT® Maps and CPT® Consumer Friendly Data are copyrighted by the AMA. CPT is a registered trademark of the AMA.

    3. The license granted by the Agreement is a nontransferable, nonexclusive license, for the sole purpose of internal use by Customer.

    4. Customer 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 TPT, or a copy or portion of the TPT.

    5. Provision of updated Editorial Content in the TPT is dependent on continuing contractual relationship between Craneware and the AMA. Customer grants Craneware permission to provide the AMA with Customer’s name.

    6. Customer must ensure that anyone with authorized access to TPT will comply with this section of the Agreement. All notices of proprietary rights, including trademark and copyright notices, must appear on all permitted back-up or archival copies made.

    7. “Users” of CPT Assistant, CPT Editorial Content, and CPT Consumer Friendly Data contained in TPT are defined as follows:

      1. accesses, uses, or manipulates CPT Editorial Content and/or SNOMED CT Maps, as applicable, contained in TPT; or

      2. accesses, uses, or manipulates TPT to produce or enable an output (data, reports, or the like) that could not have been created without the CPT Editorial Content and/or SNOMED CT Maps, as applicable, embedded in the Electronic Licensed Product(s) and Services even though CPT Editorial Content and/or SNOMED CT Maps, as applicable, may not be visible or directly accessible; or

      3. makes use of an output of the Licensed Product(s) and Services that relies on or could not have been created without the CPT Editorial Content and/or SNOMED CT Maps, as applicable embedded in the Licensed Product(s) and Services even though CPT Editorial Content and/or SNOMED CT Maps, as applicable, may not be visible or directly accessible.

      4. for users of CPT Assistant, and/or CPT Changes Editorial Content and/or CPT Knowledge Base, and/or SNOWMED CT Maps are defined by the AMA as an individual who accesses or has access to CPT Assistant, and/or CPT Changes Editorial Content, and/or CPT Knowledge Base, and/or SNOWMED CT Maps respectively contained in TPT.

      5. for Users of CPT Consumer Friendly Data are defined by the AMA as an individual User who is not a healthcare professional and who accesses, uses or manipulates CPT Consumer Friendly Data contained in TPT for the purpose of understanding CPT data included on a bill, explanation of benefits or patient portal.

    8. Customer shall work with Craneware as needed to accurately count Users as defined above for CPT, and/or CPT Assistant Editorial Content, and/or SNOMED CT Maps, and/or CPT Changes and/or CPT Knowledge Base as conta ined in each Licensed Product and Service, as applicable. Customer shall work with Craneware to report the accurately counted number of Users of CPT and/or CPT Assistant E ditorial Content and/or SNOMED CT Maps, as contained in each Licensed Product and Service, as applicable (in order that Craneware may accurately report and pay royalties to the AMA).

    9. Editorial Content as contained in TPT 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 Customer’s requirements. The AMA sole responsibility is to make available to Craneware replacement copies of the Editorial Content if the data is not intact. The AMA disclaims any liability for any consequences due to use, misuse, or interpretation of information contained or not contained in Editorial Content.

    10. The AMA is a third-party beneficiary of this Section.

    11. Customer is limited to printing or downloading CPT® Assistant and/or CPT® Changes and/or CPT® Consumer Friendly Data and/or CPT Knowledge Base and/or SNOWMED CT® Maps Editorial Content and or CPT Consumer Friendly Data from TPT solely for its own internal use, without any modification to the content, and in such a way that the appropriate citation to the AMA’s rights is included.

    12. INFORMATION PROVIDED BY THE AMERICAN MEDICAL ASSOCIATION (AMA) IS FOR MEDICAL CODING PURPOSE ONLY, AND DOES NOT CONSTITUTE CLINICAL ADVICE, DOES NOT DICTATE PAYER REIMBURSEMENT POLICY, AND DOES NOT SUBSTITUTE FOR THE PROFESSIONAL JUDGEMENT OF THE PRACTITIONER PERFORMING A PROCEDURE, WHO REMAINS RESPONSIBLE FOR CORRECT CODING. INFORMATION OBTAINED FROM CPT® KNOWLEDGE BASE DOES NOT REPLACE THE AMA’S CURRENT PROCEDURAL TERMINOLOGY AND OTHER APPROPRIATE CODING AUTHORITY. THE INFORMATION CONTAINED IN THE CPT® KNOWLEDGE BASE SHOULD ONLY BE USED AS A GUIDE FOR YOUR OWN USE AND SHOULD NOT BE DISSEMINATED IN ANY WAY. IN NO EVENT IS THE AMA LIABLE TO YOU FOR ANY LOSS OR DAMAGE.

  3. American Dental Association Disclaimer. To the extent TPT contains the intellectual property of the American Dental Association, the following disclaimers shall apply: (a) The Code on Dental Procedures and Nomenclature is published in Current Dental Terminology (CDT), Copyright © American Dental Association (ADA), all rights reserved; and (b) to the extent TPT contains CDT, Customer’s license to TPT permits Customer only to utilize CDT embedded within TPT. If Customer wishes to make additional use of CDT not embedded within TPT, the right to same can only be provided by the ADA.

  4. Truven Health Analytics Disclaimer. To the extent TPT licensed by or contracted for by Customer contain any intellectual property of Truven Health Analytics (an IBM Watson Company, “THA”), the following disclaimers shall apply:

    1. Customer’s license to TPT permits Customer only to utilize THA’s content embedded within TPT. If Customer wishes to make additional use of such intellectual property not embedded within TPT, the right to same can only be provided by THA.

    2. The information contained in TPT obtained from THA is intended as an educational aid only. All treatments or procedures are intended to serve as an information resource for physicians or other competent healthcare professionals performing the consultation or evaluation of patients and must be interpreted in view of all attendant circumstances, indications and contraindications. The use of THA products is at your sole risk. The products are provided ‘as is’ by Truven Health Analytics to Craneware for sub-licensing, without warranties from THA to Customer of any kind, express or implied. THA makes no representation or warranty as to the accuracy, reliability, timeliness, usefulness or completeness of any of the information contained in the products. Additionally, Truven Health Analytics makes no representation or warranties as to the opinions or other service or data you may access, download, or use as a result of use of the Truven Health Analytics products. All implied warranties of merchantability and fitness for a particular purpose or use are hereby excluded. Truven Health Analytics assumes no responsibility or risk for your use of the Truven Health Analytics products embedded within TPT.

    3. Craneware warrants that through its contract with THA, Craneware has the right to sublicense THA’s intellectual property to Customer (the “THA Product”). Use of the THA Product by, or for the benefit of, a third party not affiliated with your organization, or otherwise, is prohibited. Use of the Product is restricted to the United States. Customer is prohibited from placing the THA Product on, or making the Product accessible via, the Internet. This Agreement implies no passing of title or any right or interest in the THA Product to Customer, all rights either stated or implied remain with Truven Health Analytics. Reverse engineering, disassembly or decompilation of the THA Product is prohibited. Customer is required to retain and ensure that all disclaimer notices as contained in the THA Products are displayed. Assignment, transfer or duplication of the Product is prohibited, except one copy may be made for back-up purposes. Customer is required, upon expiration or termination of this Agreement, to discontinue all use of the THA Product, and to destroy all copies thereof, as well as all Documentation. Customer is prohibited from using any version of the THA Product, other than the most current version. The THA Product is provided “as is” without warranty of any kind, either expressed or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose and without any liability to Truven Health Analytics or Craneware, 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 your requirements. Truven Health Analytics and Craneware disclaim responsibility for any consequences or liability attributable to or related to any use, misuse, or interpretation of information contained or not contained in the Product. IN NO EVENT SHALL THA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY ANY OTHER PARTY, WHETHER IN AN ACTION IN CONTRACT (INCLUDING PURSUANT TO ANY INDEMNITY GIVEN IN THIS AGREEMENT) OR TORT, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CRANEWARE OR TRUVEN HEALTH ANALYTICS’ LIABILITY FOR ANY CLAIMS OR DAMAGES WHATSOEVER, WHETHER ARISING PURSUANT TO ANY INDEMNITY, CONTRACT, IN TORT OR OTHERWISE, SHALL IN NO EVENT EXCEED THE AMOUNTS RECEIVED BY THA WITH RESPECT TO THE PARTICULAR TRANSACTION WHICH GIVES RISE TO THE LIABILITY.

    4. Customer shall restrict use of any information generated or provided by the THA Product, in connection with the treatment of patients, to a licensed healthcare professional directly connected with Customer’s organization, either as an employee or an authorized affiliate; and then, only under the supervision of, and reliance upon, the clinical discretion and judgment of a licensed physician. As between Customer and Truven Health Analytics, Customer assumes full responsibility for ensuring the appropriateness of using and relying upon the information in view of all attendant circumstances, indications and contraindications. As between Customer and Truven Health Analytics, Customer acknowledges and agrees:

      The prices contained in Truven Micromedex data are based on data reported by manufacturers. THA has not performed any independent analysis of the actual prices paid by wholesalers and providers in the marketplace. Thus, actual prices paid by wholesalers and providers may well vary from the prices contained in this database and all prices are subject to change without notice. Please refer to the “AWP Policy” in the product for more information.

    5. Customer must ensure that anyone with authorized access to TPT will comply with the provisions of this Agreement.

  5. Privacy and Access to Records. Craneware agrees to comply with the Health Insurance Portability and Accountability Act of 1996, 42 U.S.C. § 1320d (“HIPAA”), as amended, along with any current and future regulations promulgated thereunder, including the federal privacy regulations contained in 45 C.F.R. Parts 160 and 164 (“Federal Privacy Regulations”), the federal security standards contained in 45 C.F.R. Parts 160, 162, and 164 (“Federal Security Regulations”), and the federal standards for electronic transactions contained in 45 C.F.R. Parts 160 and 162 (the “Federal Electronic Transaction Regulations”), as amended from time to time (collectively referred to herein as “HIPAA Requirements”). Craneware agrees not to use or further disclose any Protected Health Information (as defined in the Federal Privacy Regulations, herein “PHI”) or Individually Identifiable Health Information (as defined in the Federal Security Regulations), other than as permitted by the HIPAA Requirements and the terms of this Agreement. Craneware will only utilize such data in furtherance of the objectives of this Agreement and for the benefit of Customer’s operations, consistent with HIPAA. Craneware may only make use of such data to fulfill its obligations under the Agreement and may only make use of (i) de-identified data (in accordance with 45 C.F.R. § 164.514) for benchmarking, or (ii) data for data aggregation as that term is used in 45 C.F.R. § 164.501, and (iii) other lawful purposes set forth in 45 C.F.R. § 164.500, et seq. Craneware agrees to make its internal practices, books, and records relating to the use and disclosure of PHI available to the Secretary of Health and Human Services to the extent required for determining compliance with the HIPAA Requirements In accordance with 42 CFR Subpart D § 402.300 and subsequent Sections, Craneware agrees to make available, upon request, its books, documents and records to Customer or to the Secretary, U.S. Department of Health and Human Services, the U.S. Comptroller General, and their representatives, to the extent that such books, documents, and records are necessary to certify the nature and extent of Customer’s costs and payment for Licensed Products and Services provided by Craneware. Such books, documents, and records shall be preserved and available for four (4) years after the furnishing of Services by Craneware.

  6. Confidential Information. “Confidential Information” shall mean all proprietary, secret or confidential information or data relating to either party and their respective operations, employees, services, patients or customers. Each party acknowledges that if it receives Confidential Information, it shall: (a) maintain the Confidential Information in strict confidence; (b) use at least the same degree of care in maintaining the secrecy of the Confidential Information as it uses in maintaining the secrecy of its own proprietary, secret, or confidential information, but in no event less than a reasonable degree of care or beneath the level required by the applicable Uniform Trade Secret Act; (c) use Confidential Information only to fulfill its obligations under this Agreement; and (d) return or destroy all documents, copies, notes, or other materials containing any portion of the Confidential Information upon request by the other party. Notwithstanding the foregoing, Craneware may make use of Customer’s Confidential Information for benchmarking purposes, for the benefit of Customer’s operations, and for product development and functionality. Customer shall neither disclose Craneware’s Confidential Information to outside consultants nor permit outside consultants to access or utilize TPT absent Craneware’s prior written approval, which shall not be unreasonably withheld. Each party shall assume full liability for (i) infringement of the disclosing party’s intellectual property rights caused by any receiving party’s consultant, employee, or independent contractor; (ii) breach of this Agreement’s confidentiality restrictions by any such third-party; and (iii) any breach of any other duty, obligation or restriction agreed to by Customer under this Agreement committed by such third-party. Nothing in this Agreement shall be construed to grant any third-party “third party beneficiary” status under this Agreement. Neither party shall disclose the terms of this Agreement to any other person or entity outside its organization and affiliates other than its professional advisors or as required by law or applicable regulatory body. For purposes of this provision, an affiliate is an entity in which a party maintains an ownership position in or by, and the disclosure is required so that the disclosing party may fulfill its obligations hereunder or as required by law or applicable regulatory body. Neither party shall have any obligation concerning any portion of the Confidential Information which: (a) was known to it before receipt, directly or indirectly, from the disclosing party; (b) is lawfully obtained, directly or indirectly, by it from a non-party which was under no obligation of confidentiality; (c) is or becomes publicly available other than as a result of an act or failure to act by the receiving party; (d) is required to be disclosed by the receiving party by applicable law, regulatory body, or legal process; or (e) is developed by the receiving party independent of the Confidential Information disclosed by the disclosing party.

  7. Code Integrity. Customer may neither itself nor may it permit any third-party (including any consultant, employee, or agent of Customer) to use, sell, distribute, disassemble, decompile, de-encrypt, or reverse engineer (including even the use of “clean room” techniques) TPT (including but not limited to any source code or Craneware’s other intellectual property, including the machine-readable output file and list of shoppable services) or in any way attempt to defeat any features limiting end-user access to specific features of TPT or allow any third party to do so or assist any third party in doing so.

  8. Adjustments, Refinements or Improvements Suggested by Customer. Craneware may, from time to time, and, at its sole discretion, agree to make changes to TPT at the suggestion of Customer. Any such suggestions for adjustment, refinement or improvement of TPT submitted to Craneware by Customer in any form (verbal, written, flow charts, source code, object code or any other form) shall become the sole property of Craneware whether or not Craneware, in its sole discretion, decides to incorporate such suggestions into TPT. Any derivative works including deidentified Customer that has been rendered incapable of being re-identified or attributed to Customer and aggregated with the data of other Craneware customers is the sole property of Craneware.

  9. Entire Agreement; Severability; Waiver. The Agreement, along with its exhibits (including this exhibit), each of which is incorporated into the Agreement, constitutes the entire Agreement between Craneware and Customer regarding TPT. Customer hereby represents and acknowledges that in entering into this Agreement that it did not rely on representations or warranties other than those explicitly set forth herein. This Agreement may only be modified through written agreement signed by an authorized agent of each party, and no oral modifications shall be effective to change the terms and conditions of this Agreement. If any provision of this Agreement is held illegal or unenforceable, that provision will be enforced to the maximum extent permissible, and the legality and enforceability of the remainder of that provision and all other provisions of this Agreement will be unaffected. Failure by either party to enforce any of the terms of this Agreement shall not be construed as a waiver of its rights.

  10. Dispute Resolution. Any dispute, controversy or claim arising out of, relating to, or in connection with this Agreement, including the breach, termination or validity thereof, shall be resolved exclusively by binding arbitration conducted by the American Arbitration Association (the “AAA”) in accordance with its Commercial Arbitration Rules then in effect (the “Rules”) before a single arbitrator who neither resides nor works in any county in which any Customer Facility is situated, with the final hearing to be held in the county or parish of Customer’s headquarters. The arbitral tribunal shall have the power to rule on any challenge to its own jurisdiction or to the validity or enforceability of any portion of the agreement to arbitrate. The parties agree to arbitrate solely on an individual basis, and, regardless of the AAA’s Rules, this Agreement does not permit class arbitration or any claims brought as a plaintiff, claimant, or class member in any class or representative proceeding. The arbitral tribunal may not consolidate the claims of any party to this Agreement with those of any third party, and may not otherwise preside over any form of a representative or class proceeding. A party may enter judgment on the award rendered by the arbitrator in any court having jurisdiction.

  11. Exclusion from Participation in Federal Health Care Programs. Neither Craneware nor any of Craneware’s agents or employees is or shall be during the Term of this Agreement excluded, debarred or otherwise ineligible to participate in the Federal health care programs as defined in 42 U.S.C. § 1320a-7b(f) (the “Federal Health Care Programs”); or (b) convicted of a criminal offense related to the provision of healthcare items or services even if not yet excluded, debarred or otherwise declared ineligible to participate in the Federal Health Care Programs. Craneware will immediately notify Customer of any change in the status of the representation set forth in this section, and Craneware will immediately remove from providing services at or for Customer any of its personnel who are or become ineligible to participate in the Federal Health Care Programs.

  12. Counterparts, Facsimile Signatures, and Electronic Signatures. The parties may execute this Agreement in one or more counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. The parties may execute this Agreement via facsimile, and such facsimile signatures shall be deemed to be originals for all purposes. In addition to facsimile signatures, this Agreement may be executed by either or both parties in accordance with the applicable version of the Uniform Electronic Transactions Act (“UETA”) and the Electronic Signatures in Global and National Commerce Act (“ESIGN”). Both parties hereto agree to conduct transactions by electronic means and hereby affirmatively consent to use electronic records to memorialize and execute the Agreement to which this Exhibit is attached and with which it is incorporated.

[END OF STANDARD TERMS AND CONDITIONS]
Effective October 27, 2020