NCQA IP Historic Data License Agreement

NCQA Historic Data License

This Data License along with all materials referenced herein (“Agreement”) is a legal agreement between the Licensee and The National Committee for Quality Assurance ("NCQA") to permit Licensee to access and use, subject to the terms of this Agreement, NCQA's information product(s) identified in this Agreement and accompanying documentation provided electronically (the "Product"). “Licensee” means only the individual, legal entity or organization whose authorized acceptance appears below as evidence of agreement to these terms.

YOU MUST READ THIS AGREEMENT CAREFULLY BEFORE INDICATING ACCEPTANCE ON THE REFERRING PRODUCT PAGE BY MARKING THE "I accept the terms of this product" CHECKBOX. THE INDIVIDUAL ACCEPTING THIS AGREEMENT ON BEHALF OF LICENSEE REPRESENTS THAT BY ELECTRONICALLY SIGNING THIS AGREEMENT THE INDIVIDUAL HEREBY BINDS THE LICENSEE TO THE TERMS OF THIS AGREEMENT, AND THAT SUCH INDIVIDUAL IS AN EMPLOYEE OF LICENSEE AND/OR DULY AUTHORIZED TO ENTER INTO AND BIND LICENSEE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ANY OF THE TERMS OF THIS AGREEMENT, DO NOT MARK THE "I accept the terms of this product" CHECKBOX ON THE REFERRING PRODUCT PAGE AND YOU WILL NOT BE PERMITTED TO ACCESS AND USE THE PRODUCT.

1. Product. The Product is the selected versions of Healthcare Effectiveness Data and Information Set (HEDIS®) and Consumer Assessment of Healthcare Providers and Systems (CAHPS®) measures, including detailed health plan survey results and benchmarks. The Product encompasses data files selected by Licensee for the licensed version (Commercial, Medicaid or Medicare as applicable) and for the standard years selected. The Product does not include current HEDIS or CAHPS data available in Quality Compass® that is a subject to a separate license from NCQA and is subject to a variable license fee. Licensees may need additional software to use the Product and NCQA is not responsible for such additional software. The Product is protected by applicable United States and foreign laws and treaties, including copyright laws and treaty provisions. NCQA or its licensors own all rights, title and interests in the Product, including trade secrets, patents, copyrights and database rights, and the Product shall remain the sole and exclusive property of NCQA. Except as provided in Section 2 of this Agreement, Licensee has no, and is not granted, any right, title, interest or license in the Product.

2. License Grant and Restrictions. Subject to the terms of this Agreement, NCQA hereby grants Licensee a non-exclusive license to access and use the Product in accordance with this Agreement (the “License”). As a condition of the License, Licensee will not represent that NCQA is involved in any quality improvement initiatives or data analysis project, other than for the purpose of providing the Product, and will not represent that NCQA has participated in, reviewed, or approved of the analysis or use of the Product. The License grants Licensee the right to access and use the Product, subject to the terms of this Agreement. Licensee shall abide by the following limitations and restrictions on the License:

1.       Licensee must prominently display the date(s) of Product to reflect the HEDIS or CAHPS standards years represented in any display of data from the Product

2.       Licensee may not itself or permit others to delete or in any manner alter any copyright or trademark notices, disclaimers or other legends contained in the Product.

3.       Licensee must include the following statement when using HEDIS Measures or HEDIS Measure Indicators in the Product in any publication: “The source for data contained in this publication is Quality Compass® [year] (e.g. Quality Compass® 2010) and is used with the permission of the National Committee for Quality Assurance (NCQA). Any data display, analysis, interpretation, or conclusion based on these data is solely that of the authors, and NCQA specifically disclaims responsibility for any such display, analysis, interpretation, or conclusion. Quality Compass is a registered trademark of NCQA. HEDIS® is a registered trademark of the NCQA. CAHPS® is a registered trademark of the Agency for Healthcare Research and Quality (AHRQ).” (D) Licensee agrees to abide by all applicable local, state, national and international laws and regulations.

3. Registration. In order for Licensee to access and use the Product, Licensee shall register with NCQA, provide NCQA with an email address.

4. Disclaimers. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, (A) THE PRODUCT IS PROVIDED "AS-IS" AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NCQA AND ITS DIRECTORS, OFFICERS, LICENSORS, SUBCONTRACTORS AND AGENTS (“NCQA PARTIES”) DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE PRODUCT OR OTHERWISE RELATING TO THIS AGREEMENT, INCLUDING WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT AND ACCURACY; (B) NEITHER NCQA NOR ANY NCQA PARTY WARRANTS THAT THE PRODUCT IS OR WILL BE ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF VIRUSES, WORMS, OTHER HARMFUL COMPONENTS, OR OTHER PROGRAM LIMITATIONS; (C) LICENSEE ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION OF PROBLEMS CAUSED BY VIRUSES OR OTHER HARMFUL COMPONENTS; (D) EACH OF NCQA AND THE NCQA PARTIES DISCLAIM AND MAKE NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY, QUALITY, RELIABILITY, SUITABILITY, COMPLETENESS, TRUTHFULNESS, USEFULNESS, OR EFFECTIVENESS OF THE REPORTS, DATA, SCORES, RESULTS OR OTHER INFORMATION OBTAINED, GENERATED OR OTHERWISE RECEIVED BY LICENSEE FROM ACCESSING AND/OR USING THE PRODUCT OR OTHERWISE RESULTING FROM THIS AGREEMENT, AND (E) USE OF THE PRODUCT IS ENTIRELY AT LICENSEE’S OWN RISK AND NCQA AND EACH OF NCQA PARTIES SHALL HAVE NO LIABILITY OR RESPONSIBILITY THEREFOR.

5. Limitation of Liability. NCQA AND THE NCQA PARTIES SHALL HAVE NO LIABILITY FOR ANY DAMAGES RESULTING FROM USE OF THE PRODUCT, WHETHER OR NOT NCQA AND THE NCQA PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF DAMAGES AND LIABILITIES SET FORTH IN THIS AGREEMENT ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN NCQA AND LICENSEE, AND THE PRICING FOR THE LICENSE REFLECTS SUCH LIMITATIONS. IF LICENSEE IS NOT SATISFIED WITH THE PRODUCT LICENSEE'S EXCLUSIVE REMEDY, SHALL BE TO IMMEDIATELY STOP ACCESSING AND USING THE PRODUCT. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO LICENSEE.

6. Electronic Agreement/Notices.

(A) Notices. All questions, comments or notices concerning this Agreement shall be submitted to NCQA by Licensee via email at http://my.NCQA.org or via mail at: NCQA, Attention: Customer 1100 13th Street, NW, Suite 1000, Washington, DC 20005. All notices to be given under this Agreement to Licensee shall be submitted by NCQA via email at the account Licensee provided to NCQA pursuant to Section 3.

(B) Acceptance. By marking the "I accept the terms of this product" checkbox on the referring product page and providing NCQA with Licensee's email address under Section 3, Licensee agrees and consents to (I) contract electronically with NCQA for the Product in accordance with this Agreement; (ii) receipt of electronic legal notices regarding this Agreement to the email account Licensee provided under Section 3 or upon accessing the Product; and (iii) that by marking the "I accept the terms of this product" checkbox Licensee intends to be bound by this Agreement.

7. Miscellaneous.

(A) Modifications. This Agreement is the complete and exclusive statement of the agreement between Licensee and NCQA, and supersedes any proposal or prior agreement, oral or written, and any other communications between the parties relating to the subject matter of this Agreement. NCQA reserves the right, at any time, to change the terms of this Agreement by providing Licensee with notice of such changes. Any use of the Product by Licensee after NCQA's publication or email of any such changes shall constitute Licensee's acceptance of the Agreement as modified.

(B) Governing Law and General Provisions. This Agreement will be governed by the laws of the District of Columbia, excluding the application of its conflicts of law rules. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the remainder of the Agreement, which shall remain valid and enforceable according to its terms. The words "and" as well as "or" shall be interchangeable to provide the broadest interpretation, and the word "including" shall mean "including without limitation" and "including but not limited to" to provide the broadest interpretation. The headings contained in this Agreement are for reference only and shall not affect the meaning or interpretation of this Agreement. NCQA's failure to exercise or enforce any right or power under this Agreement shall not constitute a waiver of such right or power.

To ACCEPT this Agreement for the Product, mark the "I accept the terms of this product" checkbox on the referring product page, which will create a legal contract that will bind LICENSEE and NCQA as soon as you mark the checkbox.

To DECLINE this Agreement for the Product, do not mark the "I accept the terms of this product" checkbox on the referring product page, which will deny you access and use of the Product.

Copyright by The National Committee for Quality Assurance 2016. All rights reserved.