HEDIS® DATA QUALITY SPECIFICATIONS LICENSE AGREEMENT
This HEDIS® Data Quality Specifications License Agreement, along with all materials referenced herein (“License Agreement”), is a legal agreement between the individual or entity purchasing the license to use the Product (defined below) (hereinafter “Licensee”) and the National Committee for Quality Assurance (“NCQA”). “Licensee” means only the individual or legal entity whose authorized acceptance appears above as evidence of agreement to the License Agreement terms below. This License Agreement is effective the date that Licensee pays the fee for the Product as specified in the NCQA Store.
Read this License Agreement carefully before indicating acceptance by clicking the associated checkbox/button and moving forward. The individual accepting this License Agreement on behalf of Licensee represents that by electronically signing this License Agreement, the individual hereby binds Licensee to the terms of this License Agreement, and that such individual is an employee of Licensee and duly authorized to enter into and bind Licensee to the terms of this License Agreement.
I. Product
As used herein, the “Product” means (1) the version of the HEDIS® Data Quality Specifications specified in the NCQA Store and any updates to this version provided by NCQA, whether in hard copy or electronic publication, and any related documentation, and (2) the corresponding version of HEDIS Volume 2: Technical Specifications for Health Plans, including the Healthcare Effectiveness Data and Information Set (“HEDIS”) measures and specifications and HEDIS Value Set Directory (“HEDIS VSD”), unless provided under the terms of a separate license agreement. The Product is being licensed (not sold) to Licensee. The Product expressly excludes all third-party code values contained in the HEDIS VSD which are owned, licensed, or otherwise provided by third parties and protected under federal copyright laws (“Third-Party Codes”). Upon accessing the Product, Licensee is deemed to have accepted the license subject to the terms and conditions of this License Agreement. Licensee may need additional software to use the Product, and NCQA is not responsible for such additional software.
II. License Grant
NCQA hereby grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable (except as expressly permitted below with respect to Licensee’s customers) license in the United States to use and market the Product for Licensee’s own internal use and in Licensee’s commercial offerings during the term of this License Agreement in accordance with the terms of this License Agreement (the “License”). The License is not transferable from Licensee to any other person, entity, organization or association. Each person, entity, organization or association, including agents and consultants of Licensee, is required to separately purchase a license to obtain and access the Product.
The License includes permission for Licensee to sublicense the Product to Licensee’s customers, subject to the limitations and restrictions of this License Agreement. The License includes the right for Licensee to create a commercial offering based on and including the Product and to share descriptions of the HEDIS® Data Quality Specifications with Licensee’s customers, but Licensee shall not provide the full text of the HEDIS® Data Quality Specifications or any HEDIS measures with its customers. Licensee shall make no representations or warranties concerning the Product and may not authorize any customer to resell or further sublicense the Product. Licensee further understands that the License does not constitute a representation or warranty of any kind by NCQA to Licensee’s customers or any third party regarding the Product or Licensee’s offerings. In communications with its customers and third parties, Licensee may not characterize itself or its offerings as “NCQA certified”, “NCQA approved,” or “NCQA endorsed”. The use of these characterizations or other similar statements shall be deemed a material breach of this License Agreement.
Licensee must maintain an effective and binding license or user agreement with each of its customers that incorporates the same protections, limitations and restrictions of the License as contained in this License Agreement, including display of NCQA’s copyright notices and disclaimers as required by the NCQA Data Quality Solutions Advertising and Marketing Guidelines available at https://www.ncqa.org/about-ncqa/advertising-and-marketing-your-ncqa-status/program-specific-marketing-guidelines-and-seals/, as applicable. Additionally, the binding customer license or user agreement must restrict customers’ use of the Product to internal non-commercial activities, and state that no alterations or modifications of the Product are allowed. Licensee acknowledges and agrees that an agreement with a customer in no way derogates from or relieves Licensee of any of its obligations under this License Agreement.
The HEDIS VSD contains Third-Party Codes, including without limitation CPT® by American Medical Association, LOINC® by Regenstrief Institute, Inc., SNOMED CT® by the International Health Terminology Standards Development Organisation, RxNorm by the U.S. National Library of Medicine and Uniform Billing Codes by the American Hospital Association. The HEDIS VSD is made available for customers that purchase a license for the Product from NCQA. These Third-Party Codes may be protected under federal copyright laws and are included in the HEDIS VSD with the permission of the copyright owners. Nothing in this License Agreement shall grant, or shall be deemed to grant, to Licensee a right or license to use, reproduce, distribute, incorporate or display the Third-Party Codes. All uses of such Third-Party Codes may require a license from the copyright owner, which Licensee acknowledges and agrees that it is solely responsible for obtaining directly from the copyright owners and that NCQA has no liability or responsibility for such Third-Party Codes or claims arising out of the use thereof by Licensee. Licensee agrees to defend, indemnify and hold harmless NCQA and its directors, officers, employees and agents from and against any and all liability, loss, cost, expense (including reasonable attorney fees), damage, or claim asserted by any third party alleged to arise out of or otherwise relate to Licensee’s use, reproduction, distribution, incorporation or display of the Third-Party Codes. In effectuating its obligations hereunder, Licensee shall not consent to the entry of a judgment or otherwise settle any claim against NCQA, in which NCQA shall be obligated to make any admission of fault, liability or wrongdoing or otherwise involve any prejudice of its interests without the prior written consent of NCQA, which shall not be unreasonably withheld, delayed or conditioned.
III. License Restrictions
Licensee may not itself or permit others to:
i. Use the Product or any portion thereof for any purpose other than as specifically set forth in this License Agreement;
ii. Distribute, sublicense or copy the Product in any format outside of Licensee, including, but not limited to, other print or electronic publication service or product, except as permitted by this License Agreement;
iii. Decompile, disassemble the Product, analyze or otherwise examine the Product for the purpose of reverse engineering;
iv. Delete or in any manner alter any notices, disclaimers or other legends contained in the Product or appearing on any screens, documents or other materials obtained through use of the Product;
v. Reproduce, republish, upload, post, transmit or distribute the Product, or any portion thereof, outside of Licensee or facilitate or permit any third party to do so;
vi. Modify or prepare derivative works from the Product, except as permitted by this License Agreement;
vii. Ship, transmit, transfer or export the Product into any country or use the Product in any manner prohibited by United States export laws, restrictions or regulations;
viii. Rent, lease, or distribute or otherwise transfer possession of any copy of the Product to any third party;
ix. Introduce or feed the Product into an artificial intelligence system, including any underlying models, algorithms, natural language processing, machine learning, software and supporting infrastructure, other than a system that (a) is deployed and operated solely within Licensee’s controlled and secure computing environment, (b) is not accessible to and does not share the Product with the general public, other customers of the artificial intelligence system, or any other third parties, (c) is not trained or improved on the Product, and (d) does not permanently retain the Product. Usage of the Product in an artificial intelligence system must comply with the terms and conditions of this License Agreement and NCQA is not responsible for Licensee’s use of any such system;
x. Use HEDIS Volume 2, the HEDIS measure specifications, or the HEDIS VSD for any purpose other than using the HEDIS® Data Quality Specifications;
xi. Use the HEDIS VSD or any portion thereof without an authorized license from the copyright owners; or
xii. Use the HEDIS measure specifications to identify records or calculate any HEDIS measure results or rates. Calculation of HEDIS measure results or rates requires a separate license agreement and certification under NCQA’s Measure Certification Program.
IV. Ownership
Title to and full ownership of the Product and all intellectual property rights therein (including, but not limited to, all copyrights, patent rights, and trade secret rights) belong to NCQA or NCQA has obtained the necessary rights in the Product (except as otherwise set forth regarding third party copyright ownership of portions of the HEDIS VSD) to grant the rights and licenses set forth herein. 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 for in Section II above, Licensee has no, and is not granted, any right, title, interest or other license in the Product. Licensee acknowledges that the Product remains the full and exclusive property of NCQA. NCQA’s name and logo, and all other names, logos, icons, trademarks, and/or service marks identifying NCQA and its programs, product(s) and services are proprietary trademarks of NCQA and any use not expressly provided for in this License Agreement is strictly prohibited.
V. Copyright Notice and Trademarks
The Product contains proprietary and copyrighted information, and notice to that effect must appear on all authorized copies of the Product made by Licensee under this License Agreement. NCQA grants Licensee a non-exclusive, non-transferable license to display NCQA’s registered trademark “HEDIS®” when describing the HEDIS® Data Quality Specifications and HEDIS® measure specifications as permitted under this Agreement. Licensee agrees that it will not seek to register the HEDIS trademark or other indicia consisting of or incorporating any element of the HEDIS trademark, or variations thereof, in any jurisdictions. Use of the HEDIS trademark shall inure to the benefit of NCQA.
VI. Disclaimer
NCQA DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE PRODUCT, INCLUDING WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NONINFRINGEMENT AND ACCURACY. USE OF THE PRODUCT IS ENTIRELY AT LICENSEE’S OWN RISK AND NCQA SHALL HAVE NO LIABILITY OR RESPONSIBILITY THEREFOR. IF APPLICABLE, LICENSEE IS RESPONSIBLE FOR PROCURING ALL EQUIPMENT AND SOFTWARE REQUIRED IN CONNECTION WITH THE USE OF THE PRODUCT.
NCQA DISCLAIMS AND MAKES NO WARRANTY OR REPRESENTATIONS AS TO THE ACCURACY, QUALITY, RELIABILITY, SUITABILITY, COMPLETENESS, TRUTHFULNESS, USEFULNESS, OR EFFECTIVENESS OF DATA CONTAINED IN ANY PRODUCT. NCQA DISCLAIMS WARRANTIES OF SEQUENCE, ACCURACY AND COMPLETENESS OF DATA. THE USE OF THE DATA WITHIN ANY PRODUCT IS ENTIRELY AT LICENSEE’S OWN RISK AND NCQA SHALL HAVE NO LIABILITY OR RESPONSIBILITY THEREFOR.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG IMPLIED WARRANTIES MAY LAST, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO LICENSEE. THIS LIMITED WARRANTY GIVES LICENSEE SPECIFIC LEGAL RIGHTS, AND LICENSEE MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
VII. Limitation of Liability
NCQA SHALL HAVE NO LIABILITY FOR ANY DAMAGES RESULTING FROM USE OR INTERPRETATION OF THE PRODUCT, INCLUDING BUT NOT LIMITED TO THE IMPACT, PROVISION OR STANDARD OF MEDICAL CARE, WHETHER OR NOT NCQA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL NCQA BE LIABLE FOR ANY CONSEQUENTIAL, PUNITIVE, SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT OR OTHER SIMILAR DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OR INACCURACY OF DATA, LOSS OF BUSINESS OR LOSS OF PROFITS ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCT, EVEN IF NCQA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND IN NO EVENT SHALL NCQA BE RESPONSIBLE FOR ANY CLAIMS OF THIRD PARTIES.
IN NO EVENT WILL NCQA’S TOTAL LIABILITY FOR ANY DIRECT DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS OR ACTIONS ARISING OUT OF OR RELATING TO THE PRODUCT OR ANY PART THEREOF, OR THIS LICENSE AGREEMENT, EXCEED THE PRICE PAID FOR THE PRODUCT, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT OR OTHERWISE.
THE LIMITATIONS OF DAMAGES AND LIABILITIES SET FORTH IN THIS LICENSE AGREEMENT ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN NCQA AND LICENSEE, AND THE PRICING FOR THE LICENSE REFLECTS SUCH LIMITATIONS. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR DAMAGES (SUCH AS CONSEQUENTIAL OR INCIDENTAL DAMAGES), OR THE EXCLUSION OF IMPLIED WARRANTIES AND LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, THE ABOVE LIMITATIONS MAY NOT APPLY TO LICENSEE, TO THE EXTENT THAT LIABILITY IS, BY LAW, INCAPABLE OF EXCLUSION OR RESTRICTION.
VIII. Indemnification
Licensee shall indemnify and hold harmless NCQA and its directors, officers and employees from and against any and all liability, loss, cost, expense (including reasonable attorney fees), damage, or claim (“Losses”), including any Losses asserted by third parties, in proportion to, and to the extent the Losses arise from or relate to Licensee’s breach of this License Agreement. With respect to any and all claims brought by a third party, NCQA will promptly notify Licensee of such claim and NCQA shall have the right, at its sole discretion, to defend and control any action or proceeding with respect to such claim. In effectuating its obligations hereunder, Licensee shall not consent to the entry of a judgment or otherwise settle any claim against NCQA, in which NCQA shall be obligated to make any admission of fault, liability or wrongdoing or otherwise involve any prejudice of its interests, without the prior written consent of NCQA, which shall not be unreasonably withheld, delayed or conditioned.
IX. Remedies and Audit
Any breach of this License Agreement of any terms herein by Licensee may cause irreparable harm to NCQA for which no adequate remedy at law exists and may subject Licensee to injunctive relief and all legal and equitable remedies available to NCQA, including, but not limited to, recovery of all costs and expenses, including reasonable attorney’s fees incurred because of any such legal action. Noncompliance may also disqualify Licensee from receiving future goods and services from NCQA.
To verify compliance with this License Agreement, NCQA is granted the right, with prior notice and during normal business hours, to examine all relevant records of Licensee.
X. Severability
If any portion of this License Agreement is determined by a court of competent jurisdiction or any appropriate legislature to be wholly or partially unenforceable, for any reason, such unenforceability shall not affect the balance hereof.
XI. Termination
NCQA may terminate this License Agreement at any time and without notice if Licensee violates any of the terms and conditions hereof. Upon termination of this License Agreement, all rights under this License Agreement, including the license granted to Licensee, will cease. Upon termination, Licensee agrees to immediately return to NCQA or destroy, at NCQA’s option, all copies of the Product, together with any back-up copy, modifications and any merged portions, in any form, in Licensee’s possession.
XII. Governing Law and General Provisions
This License Agreement shall be governed and construed in accordance with the laws of the District of Columbia without regard to its choice of laws. This License 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 License Agreement is found void and unenforceable, it will not affect the validity of the remainder of the License Agreement, which shall remain valid and enforceable according to its terms. The headings contained in this License Agreement are for reference only and shall not affect the meaning or interpretation of this License Agreement. NCQA’s failure to exercise or enforce any right or power under this License Agreement shall not constitute a waiver of such right or power.
XIII. Assignment
Licensee shall not assign this License Agreement without the written consent of NCQA.
XIV. Survival
The provisions of Sections IV, VI, VII, VIII, and XII of this License Agreement shall survive the termination of this License Agreement.
XV. Modifications
This License Agreement is the complete and exclusive statement of the agreement between Licensee and NCQA for the Product, and supersedes all other agreements, oral or written, with respect to the subject matter of this License Agreement. No amendment, other modification or waiver of any term of this Agreement will be valid unless in writing signed by both Parties.
XVI. Licensee Representation and Warranty
Licensee represents and warrants to NCQA that this License Agreement shall be binding on Licensee, and, unless Licensee is an individual, Licensee represents and warrants that this License Agreement was executed by an authorized signatory of Licensee with the authority to enter into binding agreements on behalf of Licensee.
XVII. Notices
All notices concerning this License Agreement shall be submitted to NCQA by Licensee via mail at NCQA, Attention: Information Products, 1100 13th Street NW, Third Floor, Washington, DC 20005. All notices to be given under this License Agreement to Licensee shall be submitted by NCQA via e-mail at the account Licensee provided to NCQA.
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