Please note the below ‘HEDIS VOLUME 2 LICENSE AGREEMENT’ applies to use of HEDIS Volume 2 and any updates thereto. The ‘NCQA PUBLICATION LICENSE AGREEMENT’ applies to all other publications included under this product bundle purchase.
HEDIS VOLUME 2 LICENSE AGREEMENT
This License Agreement, along with all materials referenced herein (“Agreement”), is a legal agreement between the individual or entity purchasing the license to use HEDIS Volume 2 (defined below) (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 Agreement terms below. NCQA and Licensee may be individually referred to as a “Party”, or collective, the “Parties”.
Read this Agreement carefully before indicating acceptance by clicking the associated checkbox/button and moving forward. 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 duly authorized to enter into and bind Licensee to the terms of this Agreement.
RECITALS
WHEREAS, NCQA is an independent non-profit organization widely recognized as the authority on the quality of health plans;
WHEREAS, NCQA has developed specifications for the Healthcare Effectiveness Data and Information Set (“HEDIS®”) measures and specifications to standardize the collection and reporting of health plan quality information and the survey specifications for the Consumer Assessment of Healthcare Providers and Systems (“CAHPS®”);
WHEREAS, NCQA publishes HEDIS Volume 2: Technical Specifications for Health Plans (“HEDIS Volume 2”) that includes the HEDIS Value Set Directory (“HEDIS VSD”) that crosswalks HEDIS to third party medical and billing codes;
WHEREAS, HEDIS Volume 2 also includes the Rules for Allowable Adjustments of HEDIS (the “Rules”), that prescribes guidelines for adjusting NCQA’s HEDIS measures and specifications;
WHEREAS, Licensee desires to use HEDIS Volume 2; and
WHEREAS, NCQA desires to provide Licensee with a license to use HEDIS Volume 2 in accordance with the terms of this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Definitions:
1.1 “Licensed Measure Specifications” shall mean NCQA’s HEDIS measures and specifications and HEDIS CAHPS survey measures and specifications detailed in HEDIS Volume 2 (including the Rules), subject to payment of any related fees. HEDIS Volume 2 and the Licensed Measure Specifications expressly exclude 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”).
1.2 “Marks” means the NCQA trademarks and/or service marks related to the Licensed Measure Specifications described in Section 5.
2. HEDIS VSD:
The HEDIS VSD is published as part of HEDIS Volume 2 and 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 HEDIS Volume 2 from NCQA. These Third-Party Codes may be protected under federal copyright laws and are included in HEDIS Volume 2 with the permission of the copyright owners. Nothing in this 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.
3. License Grant:
Subject to the terms and conditions of this Agreement, NCQA grants Licensee a personal, limited, non-exclusive, non-transferable license in the United States to use HEDIS Volume 2 during the term of this Agreement solely for internal, non-commercial purposes in accordance with the terms of this Agreement (the “License”). HEDIS Volume 2 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 HEDIS Volume 2 on behalf of the Licensee. A Licensed User must be using HEDIS Volume 2 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 HEDIS Volume 2 and materials therein - beyond the number of Licensed Users by your organization - is prohibited. Anyone desiring broader internal distribution of HEDIS Volume 2 must purchase additional Licensed User permissions via the NCQA Store.
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 HEDIS Volume 2.
4. License Restrictions:
The License is limited subject to the following terms and conditions. Except as expressly authorized or provided for herein, Licensee shall:
(i) only adjust the Licensed Measure Specifications, or any portion thereof, as permitted by the Rules;
(ii) not delete or in any manner alter any notices, disclaimers or other legends contained in HEDIS Volume 2 or appearing on any screens, documents or other materials obtained through use of HEDIS Volume 2;
(iii) prominently display language as displayed in Section 17 when adjusting the Licensed Measure Specifications as permitted by the Rules;
(iv) not use HEDIS Volume 2 (including the Licensed Measure Specifications) or any portion thereof for any purpose other than as specifically set forth in this Agreement;
(v) not publicly display, disseminate or publish the HEDIS Volume 2 (including the Licensed Measure Specifications), modifications or adjustments thereof or any portion of the same;
(vi) not use the HEDIS VSD or any portion thereof without an authorized license from the copyright owners;
(vii) not 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 HEDIS Volume 2;
(viii) not transmit HEDSI Volume 2 electronically or allow access to HEDIS Volume 2 over a network or a public computer-based information system which permits access to a greater number of users than licensed by Licensee;
(ix) not authorize or permit any third-party or affiliate, subsidiary or related entity to use HEDIS Volume 2 (including the Licensed Measure Specifications) or any portion thereof without NCQA's prior written consent;
(x) not identify records or calculate or display any calculated measurement (HEDIS measure result) stemming from the Licensed Measure Specifications;
(xi) not reproduce, copy, reverse engineer, decompile or disassemble the Licensed Measure Specifications or prepare derivative works from the Licensed Measure Specifications or any portion thereof t (except that Licensee may make one [1] copy for each Licensed User for which Licensee has purchased a license to use HEDIS Volume 2); and
(xii) not ship, transmit, transfer or export Volume 2 (including the Licensed Measure Specifications) or any portion thereof outside of the U.S. or to clients or other end-users primarily located outside of the U.S.
Prohibited Use Acknowledgement
An organization’s Licensed Users may use HEDIS Volume 2 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 HEDIS VSD 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 HEDIS Volume 2 does not constitute a preliminary or final score and does not predict achievement of accreditation, certification or recognition, as applicable. Any use of HEDIS Volume 2 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 HEDIS Volume 2 under this Agreement:
1. No individual or entity may use HEDIS Volume 2 to evaluate another organization against NCQA standards, except as part of Licensee’s internal preparation for an NCQA survey or review.
2. Licensee may not allow a third party to view or use HEDIS Volume 2.
Licensee agrees to maintain HEDIS Volume 2 in strict confidence and abide by all terms and conditions of this Agreement.
5. NCQA Marks License:
NCQA hereby grants to Licensee a non-exclusive, non-transferable license and right to display the below Marks solely in connection with the Licensed Measure Specifications as expressly permitted under this Agreement. Licensee may use NCQA’s registered trademark “HEDIS” only when describing the Licensed Measure Specifications as permitted under this Agreement, and to refer to the HEDIS measure specifications for the relevant year. Licensee agrees that it will not seek to register any of NCQA’s Marks or other indicia consisting of or incorporating any element of the Marks, or variations thereof, in any jurisdictions. Use of the Marks shall inure to the benefit of NCQA.
HEDIS®
The Healthcare Effectiveness Data and Information Set (HEDIS®) is a registered trademark of NCQA.
CAHPS®
CAHPS® is a registered trademark of the Agency for Healthcare Research and Quality (AHRQ).
6. Ownership:
Title to and full ownership of the Licensed Measure Specifications (and adjustments thereto) 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 Licensed Measure Specifications (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. Sole ownership rights to the Licensed Measure Specifications and any modifications, alterations or adjustments thereof reside with 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 Agreement is strictly prohibited.
7. Warranty and Disclaimer:
NCQA warrants that the media on which HEDIS Volume 2 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 HEDIS Volume 2.
THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, AS RELATED TO HEDIS VOLUME 2 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 HEDIS VOLUME 2 IS WITH THE LICENSEE. LICENSEE IS RESPONSIBLE FOR PROCURING ALL EQUIPMENT AND SOFTWARE REQUIRED IN CONNECTION WITH THE USE OF HEDIS VOLUME 2.
NCQA MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED MEASURE SPECIFICATIONS OR ANY OTHER INFORMATION OR MATERIALS DELIVERED PURSUANT TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND NCQA DISCLAIMS AND MAKES NO WARRANTY OR REPRESENTATIONS AS TO THE ACCURACY, QUALITY, RELIABILITY, SUITABILITY, COMPLETENESS, TRUTHFULNESS, USEFULNESS, OR EFFECTIVENESS OF THE LICENSED MEASURE SPECIFICATIONS. THE USE OF THE LICENSED MEASURE SPECIFICATIONS IS ENTIRELY AT LICENSEE’S OWN RISK AND NCQA SHALL HAVE NO LIABILITY OR RESPONSIBILITY THEREFOR.
8. Limitation of Liability:
NCQA SHALL HAVE NO LIABILITY FOR ANY DAMAGES RESULTING FROM USE OR INTERPRETATION OF THE LICENSED MEASURE SPECIFICATIONS OR HEDIS VSD, 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.
THE LIABILITY OF EITHER PARTY TO THE OTHER PARTY ARISING UNDER THIS AGREEMENT WHETHER IN CONTRACT, TORT, OR OTHERWISE SHALL BE LIMITED TO ACTUAL AND DIRECT DAMAGES. NEITHER PARTY SHALL HAVE ANY LIABILITY FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES ARISING UNDER OR RELATED TO THIS AGREEMENT, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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 HEDIS VOLUME 2 OR ANY PART THEREOF, OR THIS AGREEMENT, EXCEED THE PRICE PAID FOR HEDIS VOLUME 2, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT OR OTHERWISE.
THE LIMITATIONS OF DAMAGES AND LIABILITIES SET FORTH IN THIS AGREEMENT ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN NCQA AND LICENSEE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO LICENSEE. TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, THE PARTIES DISCLAIM THE APPLICABILITY OF THE UNIFORM COMMERCIAL CODE OR OTHER UNIFORM LAWS.
9. 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 the Licensee’s breach of this Agreement. With respect to any and all claims brought by a third party, Licensee shall promptly notify NCQA of such claim and the Licensee 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, the 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.
10. Termination:
NCQA may terminate this Agreement at any time and without notice if Licensee violates any of the terms and conditions hereof. Upon termination of this Agreement, all rights under this Agreement, including the License, will cease. Upon termination, Licensee agrees to immediately return to NCQA or destroy, at NCQA’s option, all copies of HEDIS Volume 2, together with any back-up copy, modifications and any merged portions, in any form, in Licensee's possession.
11. Licensee Representation and Warranty:
Licensee represents and warrants to NCQA that this Agreement shall be binding on Licensee, and, unless Licensee is an individual, Licensee represents and warrants that this Agreement was executed by an authorized signatory of Licensee with the authority to enter into binding agreements on behalf of Licensee.
12. Breach and Audit:
Any breach of this Agreement 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 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.
13. Survival of Terms upon Termination:
The following sections shall survive termination of this Agreement: Sections 2, 6, 7, 8, 9, 10, 11, 12 and 18.
14. Notice:
All questions, comments or notices concerning this Agreement shall be submitted to NCQA by Licensee via email at my.NCQA.org or via mail at NCQA, Attention: Information Products, 1100 13th Street NW, Third Floor, Washington, DC 20005. All notices to be given under this Agreement to Licensee shall be submitted by NCQA via e-mail at the account Licensee provided to NCQA.
15. Assignment:
Neither Party shall assign or otherwise delegate this Agreement or any rights, duties and/or obligations hereunder without the prior written consent of the other Party. The obligations of both Parties shall not terminate upon any assignment or delegation attempted without such prior written consent. 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 HEDIS Volume 2.
16. No Third-Party Beneficiary Rights:
This Agreement is not intended to and shall not be construed to give any third party any interest or rights (including, without limitation, any third-party beneficiary rights) with respect to or in connection with any agreement or provision contained herein or contemplated hereby.
17. Copyright Notice Required:
HEDIS Volume 2 contains proprietary and copyrighted information and notice to that effect must appear on all authorized copies of HEDIS Volume 2 (including the Licensed Measure Specifications) made by Licensee under this Agreement.
Also, Licensee must prominently display the following notice near each adjusted Licensed Measure Specification using the Rules, or display as a footnote on each page in which an adjustment Licensed Measure Specification exists:
The NCQA HEDIS measure specification has been adjusted pursuant to NCQA’s Rules for Allowable Adjustments of HEDIS. The adjusted measure specification may be used only for internal quality improvement purposes.
18. Miscellaneous:
This Agreement represents the complete agreement between the Parties concerning its subject matter and shall supersede all other agreements, whether written or oral, with respect to such subject matter, other than any nondisclosure or similar agreement, which shall remain in full force and effect. Failure to insist on strict performance of any term of this Agreement will not operate as a waiver of any subsequent default or failure of performance. No amendment, other modification or waiver of any term of this Agreement will be valid unless in writing signed by both parties. If any portion of this Agreement is determined by a court of competent jurisdiction or any appropriate legislature or governmental agency to be wholly or partially unenforceable, for any reason, such term shall be deemed to be modified to the minimum extent necessary to comply with such law, ruling or regulation, and the remainder of this Agreement shall not be affected thereby. This Agreement is deemed to be made under and shall be interpreted in accordance with the laws of the District of Columbia, without regard to its conflict of law principles. The section headings contained in this Agreement are included for reference only and shall not affect the construction or interpretation of any term in this Agreement.
To ACCEPT this 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 Agreement, do not proceed and contact my.ncqa.org with any questions or concerns or request for a custom license agreement to meet your needs.
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.
