NCQA PUBLICATION LICENSE AGREEMENT
This Publication 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 (hereinafter the "Licensee") and the National Committee for Quality Assurance ("NCQA"). "Licensee" means only the individual or legal entity whose authorized acceptance appears below as evidence of agreement to the License Agreement terms below.
NOTE: This License Agreement is null and void as related to the following NCQA Products (as such term is defined in Section I below): Risk Adjustment Tables, HEDIS® Medication List Directory and CA DHCS QIP (any) Edition of HEDIS Digital Measures Bundle For ECDS Reporting. Users of these Products will be required to accept a separate Usage Agreement in NCQA's Download Center before accessing the Products. Users must still click the "I AGREE" checkbox at the end of this License Agreement to access those Products, but the terms of this License Agreement will have no legal effect.
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 the 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
This version and any updates to this version provided by NCQA, whether in hard copy or electronic publication, and any related documentation, including, but not limited to, the user's manual, unless provided under the terms of a separate license agreement (collectively, the "Product"). The Product is being licensed (not sold) to you, the Licensee (the "License"). Upon accessing the Product, the 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 personal, non-exclusive, non-transferable license to use the Product in accordance with the terms of this License Agreement. As applicable, the Product is licensed for the number of Licensed Users for which a Licensee has paid the applicable fee. "Licensed Users" mean Licensee's employees who may access and use the Product on behalf of the Licensee. A Licensed User must be using the Product under the License and solely on behalf of the Licensee. A Licensed User may not be an agent or consultant of a Licensee. Unauthorized internal distribution of the Product and materials therein - beyond the number of Licensed Users by your organization - is prohibited. Anyone desiring broader internal distribution of the Product must purchase additional Licensed User permissions via the NCQA Store.
An organization's Licensed Users may use the Product solely for a personal non-commercial purpose without obtaining NCQA approval.
The License is not transferable from Licensee to any other person, entity, organization or association. Except for authorized Licensed Users, each person, entity, organization or association, including agents and consultants of the Licensee, is required to separately purchase a license to obtain and access the Product.
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) Identify records or calculate HEDIS measure results using the Product;
(iii) Distribute, sublicense or copy the Product in any format, including, but not limited to, other print or electronic publication service or product (except that Licensee may make one [1] copy for each Licensed User for which Licensee has purchased a license to use the Product);
(iv) Decompile, disassemble the Product, analyze or otherwise examine the Product for the purpose of reverse engineering;
(v) 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;
(vi) Provide service bureau facilities or commercial time-sharing services to any third party or supporting operations for any third party through access and/or use of the Product;
(vii) Reproduce, republish, upload, post, transmit or distribute the Product, or any portion thereof, or facilitate or permit any third party to do so;
(viii) Modify or prepare derivative works from the Product;
(ix) Use any device or software to interfere or attempt to interfere with the proper operation of the Product;
(x) 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;
(xi) Transmit the Product electronically or allow access to the Product over a network or a public computer-based information system which permits access to a greater number of users than licensed by Licensee;
(xii) Use the Product in multiple computer or multiple user arrangements unless that use is covered by a separate license for each computer or user; or
(xiii) Rent, lease, or distribute or otherwise transfer possession of any copy of the Product to any third party.
IV. Prohibited Use Acknowledgment
An organization's Licensed Users may use the Product solely for a personal non-commercial purpose without obtaining NCQA approval.
All other uses, including a commercial use (including but not limited to vendors or consultants using or embedding the measures and specifications and/or Value Set Directory into any product or service to calculate measure results or provide any measure-related service to customers for any purpose) and/or any internal or external reproduction, distribution or publication (including but not limited to federal and state entities using or incorporating the measures into their programs) must be approved by NCQA and are subject to a license at the discretion of NCQA.
Anyone contemplating a use beyond a personal, non-commercial use, including but not limited to a commercial use, internal or external reproduction, distribution or publication of any part of a Product or use of a Product to identify records or calculate HEDIS measure results, must contact the NCQA licensing team by submitting a request through https://my.ncqa.org to discuss the need for a license.
Licensee agrees and understands that any score or numeric result calculated from access and use of the Product does not constitute a preliminary or final score and does not predict achievement of accreditation, certification or recognition, as applicable. Any use of the Product to identify records or calculate HEDIS measure results, for example, requires a custom license and may necessitate certification pursuant to NCQA's Measure Certification Program. The following activities are expressly prohibited in connection with the use of the Product under this License Agreement:
(i) No individual or entity may use the Product to evaluate another organization against NCQA standards, except as part of Licensee's internal preparation for an NCQA survey or review; and
(ii) Licensee may not allow a third party to view or use the Product.
Licensee agrees to maintain the Product in strict confidence and abide by all terms and conditions of this License Agreement.
V. Ownership
Title to and full ownership of the Product belongs to NCQA. 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 otherwise set forth below regarding third party copyright ownership of portions of HEDIS VSDs). 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.
For Value Set Directory (VSD) Downloads. HEDIS VSDs contain code values owned by third parties (the "Third Party Code Values"), including CPT® owned by American Medical Association, LOINC® owned by Regenstrief Institute, Inc., SNOMED CT® owned by the International Health Terminology Standards Development Organisation, and Uniform Billing Codes owned by the American Hospital Association. HEDIS VSDs are made separately available, at no cost, in electronic format. These third party medical and billing codes are protected under federal copyright laws. No license to reproduce, distribute or incorporate the HEDIS VSDs into any product is granted to Licensee by virtue of this License Agreement. All uses of these Third-Party Code Values may require a license from the copyright owner. Licensee acknowledges and agrees that it is responsible for obtaining a license directly from the copyright owner of each of the Third-Party Code Values, if required. Licensee agrees to indemnify and hold NCQA harmless from any claims and expenses arising out of Licensee's use and display of Third-Party Code Values included in the HEDIS VSDs, or any portion thereof.
VI. Copyright Notice Required
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.
VII. Warranty and Disclaimer
NCQA warrants that the media on which the Product is furnished will be free of defects in materials and workmanship under normal use for a period of ninety (90) days from the date of purchase. In the event NCQA receives notification within the warranty period of any defects in the media, NCQA will, at its option, either replace such defective media or return to Licensee the price paid for the Product.
THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, AS RELATED TO THE PRODUCT OR INFORMATION THEREIN, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PRODUCT IS WITH THE LICENSEE. 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 YOU. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
VIII. Limitation of Liability
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.
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. Relevant records as used in this paragraph shall include all computer systems; software products; and print and electronic books and records.
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 V, VII and VIII 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, and supersedes any proposal or prior agreement, oral or written, and any other communications between the parties relating to the subject matter of this License Agreement. This License Agreement may not be modified by Licensee except upon mutual agreement by the parties in writing, signed by an authorized representative of NCQA.
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. Contact and Notices
Should Licensee have any questions about this License Agreement or the Product, please call NCQA at (202) 955-3500. All notices to be given under this License Agreement to NCQA shall be submitted to NCQA at 1100 13th Street NW, Washington, D.C. 20005, Attention: Licensee Support. 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.
To ACCEPT this License Agreement, click the accompanying checkbox/button to accept the terms of this product, which will create a legal contract that will bind Licensee and NCQA.
To DECLINE this License Agreement, do not proceed and contact My NCQA with any questions or concerns or request for a custom license agreement to meet your needs.
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