END USER LICENSE AGREEMENT

(CPT Licensed Content via West Coast Informatics)

This End User License Agreement (“Agreement”) is entered into by and between West Coast Informatics, Inc. (“Licensee”) and the entity or individual accepting this Agreement (“End User”).

1. Definitions

  • Licensed Product(s): Licensee’s software platform(s), including TermHub and related services

  • Licensed Content: Current Procedural Terminology (“CPT”) content licensed by Licensee from the American Medical Association (“AMA”)

  • Territory: United States, unless otherwise specified in writing

2. Grant of License

Subject to the terms of this Agreement, Licensee grants End User a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Licensed Content solely through the Licensed Product(s) for internal business purposes.

All use of Licensed Content must occur within the Licensed Product(s). No rights are granted to access, download, extract, reproduce, or use the Licensed Content independently of the Licensed Product(s).

3. Restrictions

End User shall not:

  • Use Licensed Content outside of the Licensed Product(s)

  • Redistribute or expose Licensed Content to unauthorized users

  • Reverse engineer, disassemble, or attempt to extract Licensed Content for independent use

  • Use Licensed Content for commercial resale or external distribution

  • Download, extract, copy, cache, export, reproduce, or otherwise create local copies of the Licensed Content outside of the Licensed Product(s), except where such functionality is expressly enabled by Licensee in compliance with its agreement with the American Medical Association (AMA)

  • Use any automated means, including APIs, scripts, bulk queries, or other mechanisms, to extract, replicate, reproduce, or systematically retrieve Licensed Content outside of the Licensed Product(s), except as expressly authorized in writing by Licensee

  • Circumvent or attempt to circumvent any technical or contractual controls governing access to Licensed Content

4. Ownership

All rights, title, and interest in and to the Licensed Content remain with the AMA. No ownership rights are transferred to End User.

5. Term and Termination

This Agreement remains in effect for the duration of End User’s authorized use of the Licensed Product(s), unless terminated earlier.

Upon termination:

  • End User must cease use of Licensed Content, subject to any continuation rights defined in Appendix A

6. Compliance and Audit

End User agrees to:

  • Maintain records of usage as reasonably required

  • Cooperate with Licensee and the AMA for compliance verification

  • Ensure all authorized users comply with this Agreement

7. Third Party Beneficiary

The AMA is an intended third-party beneficiary of this Agreement and may enforce applicable provisions.

8. Indemnification

End User shall indemnify, defend, and hold harmless Licensee, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

(a) End User’s use or misuse of the Licensed Content, including any use outside the scope of this Agreement

(b) End User’s violation of applicable laws, regulations, or third-party rights in connection with its use of the Licensed Content

(c) End User’s breach of this Agreement, including any unauthorized distribution, access, or use of the Licensed Content

(d) Any downstream use, integration, redistribution, or reproduction of Licensed Content by End User or its users, whether authorized or unauthorized

This obligation shall survive termination of this Agreement.

9. General Terms

  • This Agreement is governed by the laws of [State to be defined]

  • This Agreement constitutes the entire agreement related to Licensed Content

  • In the event of conflict, Appendix A controls with respect to CPT Licensed Content

APPENDIX A

AMA REQUIRED END USER AGREEMENT TERMS
 (Included verbatim, no modification)

(a) Licensed Content is copyrighted by the American Medical Association and CPT is a registered trademark of the AMA.

(b) Licensee, as a party to a license agreement with the AMA, is authorized to grant End User a limited, non-exclusive, non-transferable, non-sublicensable license for End User to use Licensed Content in Licensee’s Licensed Product(s), for the sole purpose of internal use by End User within the Territory. Upon termination or expiration of the Agreement between Licensee and AMA, Licensee shall notify End User. End User shall continue to have the right to use Licensed Content in the Licensee’s Licensed Product(s) for the remainder of year of the then-current annual release (e.g., through the end of the applicable calendar year)(“End User Tail Period”). End User’s continued use of the Licensed Content during the End User Tail Period is subject to End User’s continued compliance with all its obligations under these terms. Upon the expiration of the End User Tail Period, the sublicense granted under these terms shall automatically terminate.

(c) The provision of updated Licensed Content in the Licensed Product(s) is dependent on a continuing contractual relationship between Licensee and the AMA.

(d) End User is prohibited from making Licensed Content publicly available; creating derivative works (including translating) of the Licensed Content; and transferring, selling, leasing, licensing, or otherwise making available the Licensed Content, or a copy or portion of Licensed Content, to any unauthorized party, including a subsidiary, affiliate, or other legal entity, however designated, for any purpose whatsoever except as expressly permitted in this Agreement.

(e) End User expressly acknowledges and agrees to the extent permitted by applicable law, use of the Licensed Content is at End User’s sole risk and the Licensed Content is provided “as is” without warranty of any kind. The AMA does not directly or indirectly practice medicine or dispense medical services. Fee schedules, relative value units, conversion factors and/or related components are not assigned by the AMA, are not part of CPT, and the AMA is not recommending their use. The Licensed Content does not replace the AMA’s Current Procedural Terminology book or other appropriate coding authority. The coding information contained in the Licensed Content should be used only as a guide.

(f) End User is required to keep records and submit reports including information necessary for the calculation of royalties payable to the AMA by the Licensee, of the same type as required of Licensee under this Agreement. End User consents to the release of such information to the AMA. End User further agrees to provide, without delay, additional information that the AMA (as a third-party beneficiary) may reasonably request, to verify the information. Nothing herein shall require End User to submit or release information that would cause End User to be in violation of applicable federal or state privacy laws.

(g) The following U.S. Government End Users notice shall be included:

U.S. Government End Users. CPT is commercial technical data, which was developed exclusively at private expense by the American Medical Association (AMA), 330 North Wabash Avenue, Chicago, Illinois 60611. This agreement does not grant the Federal Government a direct license to use CPT based on FAR 52.227-14 (Data Rights – General) and DFARS 252.227-7015 (Technical Data – Commercial Items).

(h) End User must ensure that anyone with authorized access to the Licensed Product(s) will comply with the provisions of the End User Agreement.

(i) AMA shall be named as a third-party beneficiary of the End User Agreement.

(j) End User expressly consents to the release of its name to the AMA.