NCQA HEDIS MEDICATION LIST DIRECTORY USAGE AGREEMENT
This HEDIS Medication List Directory Usage Agreement, along with all materials referenced herein ("Usage Agreement"), is a legal agreement between the individual or entity accessing the Product (hereinafter the "User") and the National Committee for Quality Assurance ("NCQA"). "User" means only the individual or legal entity whose authorized acceptance appears below as evidence of agreement to the User Agreement terms below.
USER MUST READ THIS USAGE AGREEMENT CAREFULLY BEFORE INDICATING ACCEPTANCE AT THE END BY MARKING THE "I AGREE" CHECKBOX. THE INDIVIDUAL ACCEPTING THIS USAGE AGREEMENT REPRESENTS THAT SUCH INDIVIDUAL IS DULY AUTHORIZED TO ENTER INTO AND BIND USER TO THIS USAGE AGREEMENT.
I. Product
NCQA's HEDIS Medication List Directory (the "Directory") and any related documentation (collectively, the "Product"). By accessing the Product, the User is deemed to have accepted the terms and conditions of this Usage Agreement. User may need additional software to use the Product, and NCQA is not responsible for such additional software.
II. Permitted Use
The Directory may only be used, without modification, for a non-commercial purpose to assist with calculation of NCQA's HEDIS measures.
III. Use Restrictions
User may not itself or permit others to:
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Use the Product or any portion thereof for any purpose other than as specifically set forth in this Usage Agreement;
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Distribute, sublicense or copy the Product in any format, including, but not limited to, other print or electronic publication service or product;
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Decompile, disassemble the Product, analyze or otherwise examine the Product for the purpose of reverse engineering;
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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;
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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;
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Reproduce, republish, upload, post, transmit or distribute the Product, or any portion thereof, or facilitate or permit any third party to do so;
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Modify or prepare derivative works from the Product;
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Use any device or software to interfere or attempt to interfere with the proper operation of the Product;
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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;
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Rent, lease, or distribute or otherwise transfer possession of any copy of the Product to any third party.
IV. Prohibited Use Acknowledgment
You may not use the Directory for any other purpose than as described in Section II, including, but not limited to, a commercial (including but not limited to vendors using the Directory as part of a product or service to calculate HEDIS measure rates) or research purpose, unless you obtain prior written approval from NCQA and agree to the terms of a separate license, at NCQA's sole discretion.
Anyone contemplating a use beyond that described in Section II, including but not limited to a commercial use or external reproduction, distribution or publication of any part of a Product must contact the NCQA licensing team by submitting a request through https://my.ncqa.org to discuss the need for a license.
V. Ownership
Title to and full ownership of the Product belongs to NCQA (except as otherwise set forth below regarding third party copyright ownership of Third Party Code Values). 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.
Third Party Code Values. The Directory contains code values owned by third parties (the "Third Party Code Values"). These Third Party Code Values are protected under federal copyright laws. All uses of these Third-Party Code Values may require a license from the copyright owner. User 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. User agrees to indemnify and hold NCQA harmless from any claims and expenses arising out of User's use and display of Third Party Code Values included in the Directory, or any portion thereof.
VI. Warranty and Disclaimer
THE PRODUCT IS PROVIDED "AS IS." NCQA DISCLAIMS ANY AND ALL 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 USER. IF APPLICABLE, USER 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 THE PRODUCT. NCQA DISCLAIMS WARRANTIES OF SEQUENCE, ACCURACY AND COMPLETENESS OF DATA. THE USE OF THE DATA WITHIN THE PRODUCT IS ENTIRELY AT USER'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.
VII. 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.
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 USER, TO THE EXTENT THAT LIABILITY IS, BY LAW, INCAPABLE OF EXCLUSION OR RESTRICTION.
VIII. Remedies and Audit
Any breach of this Usage Agreement of any terms herein by User may cause irreparable harm to NCQA for which no adequate remedy at law exists and may subject User 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 User from receiving future goods and services from NCQA.
To verify compliance with this Usage Agreement, NCQA is granted the right, with prior notice and during normal business hours, to examine all relevant records of User. Relevant records as used in this paragraph shall include all computer systems; software products; and print and electronic books and records.
IX. Severability
If any portion of this Usage 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.
X. Termination
NCQA may terminate this Usage Agreement at any time and without notice if User violates any of the terms and conditions hereof. Upon termination of this Usage Agreement, all rights under this Usage Agreement will cease. Upon termination, User 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 User's possession.
XI. Governing Law and General Provisions
This Usage Agreement shall be governed and construed in accordance with the laws of the District of Columbia without regard to its choice of laws. This Usage 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. The headings contained in this Usage Agreement are for reference only and shall not affect the meaning or interpretation of this Usage Agreement. NCQA's failure to exercise or enforce any right or power under this Usage Agreement shall not constitute a waiver of such right or power.
XII. Assignment
User shall not assign this Usage Agreement without the written consent of NCQA.
XIII. Survival
The provisions of Sections V, VI, VII and XI of this Usage Agreement shall survive the termination of this Usage Agreement.
XV. Modifications
This Usage Agreement is the complete and exclusive statement of the agreement between User 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 Usage Agreement. This Usage Agreement may not be modified by User except upon mutual agreement by the parties in writing, signed by an authorized representative of NCQA.
XVI. Representation and Warranty
User represents and warrants to NCQA that this Usage Agreement shall be binding on User, and, unless User is an individual, User represents and warrants that this Usage Agreement was executed by an authorized signatory of User with the authority to enter into binding agreements on behalf of the User.
XVII. Contact and Notices
Should User have any questions about this Usage Agreement or the Product, please call NCQA at (202) 955-3500. All notices to be given under this Usage Agreement to NCQA shall be submitted to NCQA at 1100 13th Street NW, Washington, D.C. 20005, Attention: Product Support. All notices to be given under this Usage Agreement to user shall be submitted by NCQA via e-mail at the account User provided to NCQA.
XVIII. Acceptance
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.
