FH Orders

Last Modified: March 1, 2019

LICENSE AGREEMENT

THIS LICENSE AGREEMENT BETWEEN YOU AND FAIR HEALTH, INC. ("FAIR HEALTH") GOVERNS YOUR USE OF THE WORKERS' COMPENSATION FEE SCHEDULE(S) THAT YOU ORDER ON THIS SITE AND ALL DATA CONTAINED THEREIN (collectively, THE “FEE SCHEDULE”).

TERMS OF LICENSE

FAIR Health grants You for a term from the date the Fee Schedule is made available to You by FAIR Health until it is replaced with a new or updated form of fee schedule (the “Term”), a nonexclusive, nontransferable, royalty-bearing license to use the Fee Schedule within the United States solely for Your own internal business use. The Fee Schedules may be updated periodically. After expiration of the Term, you may retain a copy of the Fee Schedule within the United States solely for Your own internal reference and for no other use.
You agree that the Fee Schedule will be used and accessed by only one (1) user at Your address unless additional users (each a “User” and collectively, the "User(s)") and/or other addresses have been specified in your Order Form or approved by FAIR Health in writing.
This License also includes a nonexclusive, nontransferable sublicense to use the CDT®, CPT® and ASA® Content (each defined below) (collectively, the "Licensed Codes") which are included in the Fee Schedule and are subject to the Rules Governing Use of Licensed Codes listed below. You agree that this sublicense to You of Licensed Codes depends on FAIR Health’s continuing contractual relationships with the ADA, AMA and/or ASA, as applicable.
You shall require each of Your Users to comply with all requirements of this License and You shall be liable for the acts and omissions, including any breach of confidentiality, by any of Your Users or by any third-party who obtains access to such information directly or indirectly through You.
This License authorizes You to access and use the Fee Schedule for Your internal use only. You may not otherwise modify the Fee Schedule, publish, distribute (including via the Internet or other public computer-based information system), or create any derivative works based on the Fee Schedule (including translations); nor transfer, distribute, sell, rent, license, sublicense, share, lease or otherwise make available the Fee Schedule (or any copy or portion thereof) to any person or entity not an authorized User under this License; nor use the Fee Schedule to provide service bureau or similar types services to third parties.
All rights, including, without limitation, all rights in patents, copyrights, trademarks and trade secrets, encompassed in the Fee Schedule will remain in FAIR Health or its licensors, as applicable. You do not obtain any rights in the Fee Schedule except the limited right to use the Fee Schedule as provided herein.
You may make copies of the Fee Schedule only for backup, archival and disaster recovery purposes, and may maintain them only during the Term of this License. On each copy of the Fee Schedule, You shall reproduce all notices or legends appearing on the original copy, including all copyright and trademark notices. Upon our written request, You shall inform FAIR Health of the number and location of all copies of the Fee Schedule You have made or received.
FAIR Health has the right to inspect and audit Your records to confirm Your compliance with the terms of this Agreement.
You agree to notify FAIR Health in writing within ten (10) business days after learning of a legal challenge or government inquiry that involves or reasonably could involve issues regarding the integrity of the Fee Schedule, including the collection, compilation or maintenance of the Fee Schedule or any of the data or methodologies underlying such Fee Schedule. You shall not disclose the Fee Schedule or any data or any Confidential Information (defined below) relating to the Fee Schedule in any legal proceeding without informing FAIR Health in advance and allowing FAIR Health an opportunity to seek a protective order or other judicial relief prior to any disclosure.
You shall hold in confidence and shall not disclose, use or provide to any third party any FAIR Health Confidential Information, except as permitted under this License or as authorized in writing by FAIR Health. "FAIR Health Confidential Information" includes the Fee Schedule, the Licensed Codes, and all of FAIR Health’s and its third-party vendors' trade secrets, intellectual property, and confidential or proprietary tools, products, methods, processes, associated algorithms, and other information about FAIR Health databases, research and product development. If You learn of any unauthorized disclosure of FAIR Health Confidential Information, You shall promptly inform FAIR Health and, if requested, assist FAIR Health in obtaining appropriate relief such as an injunction or protective order. These confidentiality obligations will survive termination of this License.

Termination

FAIR Health may terminate this Agreement upon notice to you of Your material breach of any of the Terms, if such breach remains uncured for five (5) days. You agree that the remedy at law for any breach of the provisions of this License may be inadequate and FAIR Health may seek injunctive relief in addition to any other remedy at law which FAIR Health may have.
Notwithstanding anything to the contrary in this Agreement, if FAIR Health terminates this Agreement for breach, You shall delete and remove all copies of the Fee Schedules from all Your systems, computers and files and shall return to FAIR Health (or with FAIR Health’s permission destroy) any physical copies of the Fee Schedule. This obligation survives termination of this License.

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES:

FAIR HEALTH’S LIABILITY TO YOU FOR DIRECT DAMAGES ARISING OUT OF THIS LICENSE SHALL NOT EXCEED THE AMOUNT YOU ARE OBLIGATED TO PAY US FOR THE LICENSE FOR THE TERM. NEITHER FAIR HEALTH, ITS THIRD-PARTY VENDORS NOR ITS LICENSORS OF PRODUCTS EMBEDDED IN THE FEE SCHEDULE SHALL BE RESPONSIBLE UNDER THIS LICENSE FOR ANY LOST PROFITS OR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM FAIR HEALTH PERFORMANCE OR FAILURE TO PERFORM UNDER THIS LICENSE, INCLUDING, WITHOUT LIMITATION, THE USE OF OR INABILITY TO USE THE FEE SCHEDULE, ANY DAMAGE TO EQUIPMENT AND ANY COST OF RECOVERING LOST DATA OR OF REPROGRAMMING. FAIR HEALTH AND ITS LICENSORS MAKE NO WARRANTIES OR REPRESENTATIONS RELATING TO THE FEE SCHEDULE, THE DATA, OR THE SERVICES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIM ALL SUCH WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE SAME, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, VALUE, RELIABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

FAIR Health worked closely with State entities and other third parties in the development, formatting, and production of the Fee Schedules. However, all decisions resulting in the final content of the Fee Schedules were made solely by the applicable State entity involved. You agree and acknowledge that FAIR Health is not determining, developing or establishing appropriate fee or reimbursement levels for You and Your business, and that the Fee Schedules represent information drawn from healthcare claims data contributed to FAIR Health, and other sources. The Fee Schedules do not constitute stated or implied “reasonable and customary” charges from FAIR Health, nor report actual allowed amounts associated with any payor or plan, and FAIR Health is not responsible for establishing any fee schedule for use in Your business. Any reliance upon, interpretation of or use of the Fee Schedule for any purpose is in Your sole discretion, subject to any state requirements regarding Your use of such schedules in connection with workers’ compensation claims. You will not represent or characterize the Fee Schedules or Your use of the Fee Schedules in any way contrary to the description expressed herein. You shall comply with all laws, orders, regulations or directions of government applicable to Your use, in any way, of the Fee Schedules, and to its acts, omissions or decisions made in connection with or after consulting the Fee Schedules.

GENERAL:

No amendment or waiver of any term herein will be binding unless in writing and signed by both parties. This License will be construed in accordance with the laws of the State of New York without regard to its conflicts of laws rules. You may not assign or transfer this License, or any of the rights or licenses granted under it. Any attempted assignment without FAIR Health consent shall be void. Any merger or acquisition of control of You will be deemed to be an assignment. FAIR Health may assign or transfer this License without Your consent. Subject to the forgoing, this License will be binding upon, inure to the benefit of, and be enforceable by the successors and permitted assigns of the parties. If any term of this License is held to be invalid or unenforceable, such holding will not affect the validity or enforceability of any other term hereto, and this License will be interpreted and construed as if such term, to the extent it has been held to be invalid or unenforceable, had never been contained herein. FAIR Health will not be responsible for failures to fulfill any obligations due to causes beyond its control.

RULES GOVERNING USE OF LICENSED CODES

The Fee Schedule may contain (i) Current Procedural Terminology Codes ("CPT") owned and copyrighted by the American Medical Association ("AMA"), (ii) ASA content ("ASA Content") owned and copyrighted by the American Society of Anesthesiologists ("ASA"), or (iii) Current Dental Terminology Codes (“CDT”) owned and copyrighted by the American Dental Association (“ADA”) and licensed to FAIR Health. You are subject to certain rules governing the use of these Licensed Codes ("Licensed Codes Rules"), which form an integral part of this License. You do not acquire any proprietary interest in Licensed Codes. Except for the limited rights granted to You in this License, You agree that all other rights in the Licensed Codes are owned and retained by AMA, ADA and ASA, respectively. All notices of proprietary rights, including trademark and copyright in the Licensed Codes must appear on all permitted back-up or archival copies made by You. CPT is a registered trademark of the AMA. CROSSWALK®, Reverse CROSSWALK® and Relative Value Guide® are trademarks of ASA.

AMA, ADA and ASA shall be direct and intended third-party beneficiaries of this License for the purpose of enforcing at law and at equity all their respective rights under this License against You, FAIR Health and any third party, as well as Your covenants and the warranty disclaimers and limitations of a liability set forth in this License, whether or not such provisions make specific reference to the ADA, AMA, the ASA, CDT, CPT or ASA Content.

You shall not use Licensed Codes or information contained therein on the internet or in any public computer-based information system or public electronic bulletin board. You shall not create any derivative works (including translations) based on Licensed Codes except as set forth in the License and You are prohibited from transferring, selling, leasing, licensing (including sublicensing) or otherwise making the Licensed Codes available to any unauthorized party. You may print or download the Licensed Codes from the Fee Schedule solely for Your own internal use, without any modification to the content, and in such a way that the appropriate citations and acknowledgements are included.

THE AMA PROVIDES CPT, and the ADA PROVIDES THE CDT, "AS IS", WITHOUT ANY LIABILITY TO THE AMA OR ADA RESPECTIVELY, INCLUDING, WITHOUT LIMITATION, NO LIABILITY FOR CONSEQUENTIAL OR SPECIAL DAMAGES OR LOST PROFITS FOR SEQUENCE, ACCURACY OR COMPLETENESS OF THE CPT OR CDT DATA. THE AMA AND ADA DO NOT WARRANT THAT CPT OR CDT WILL MEET Your REQUIREMENTS. THE AMA AND ADA EACH DISCLAIM ANY LIABILITY FOR ANY CONSEQUENCES DUE TO USE, MISUSE OR INTERPRETATION OF INFORMATION CONTAINED OR NOT CONTAINED IN CPT AND CDT, RESPECTIVELY. IF THE CPT DATA IS NOT INTACT, THE AMA'S SOLE RESPONSIBILITY IS TO MAKE REPLACEMENT COPIES AVAILABLE TO FAIR HEALTH. EXCEPT AS EXPRESSLY STATED HEREIN, THE LICENSED CODES AND DOCUMENTATION ARE PROVIDED 'AS IS' WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU (AND NOT THE ADA, AMA OR ASA) BEARS ALL RISK RELATING TO QUALITY, ACCURACY AND PERFORMANCE OF LICENSED CODES. THIS LIMITATION OF LIABILITY SHALL APPLY TO ANY CLAIM OR CAUSE WHATSOEVER WHETHER SUCH CLAIM OR CAUSE IS IN CONTRACT, TORT OR OTHERWISE.

ASA's sole responsibility is to make available to FAIR Health replacement copies of the ASA Content if the ASA Content is not intact. ASA disclaims any liability for any consequences due to use, misuse, or interpretation of information contained or not contained in ASA Content.

You will not and will not permit anyone else to (a) copy the CDT; (b) alter, amend, change or modify the CDT, including the CDT codes, nomenclature and descriptors or other content of the CDT; (c) remove any copyright or other proprietary notices, labels or marks from the CDT or from output created by using the Fee Schedules; (d) distribute, sell, assign, lease or otherwise transfer the CDT, including the Code or any portion thereof, in any printed, machine-readable or other form to any other person, firm or entity; or (e) use the CDT, whether on a time-sharing, remote job entry or other multiple user arrangement. You shall take reasonable measures to maintain the security of the CDT. You acknowledge and agree that ADA owns all right, title and interest (including all copyrights and other intellectual property rights) in the CDT (in all print and machine readable forms), all other rights of commercialization, rental or sale of the CDT or any part thereof, the right to make derivatives of the CDT and the right to distribute the CDT and copies thereof. You acquire no proprietary interest in the CDT, or any portion thereof. Except for the limited rights expressly granted to You herein this Agreement, all other rights in the CDT are owned and retained by ADA.

You agree to indemnify ADA (including reasonable attorneys' fees and costs of litigation) against and hold ADA harmless from any and all claims, liability, losses, damages and expenses resulting from Your use of the CDT, in breach of any of the terms of this Agreement, or Your use of any data or documentation received from ADA, regardless of the form of action.

U.S. Government Rights.

a. CPT Codes. The Fee Schedules may include CPT which is commercial technical data, which was developed exclusively at private expense by the American Medical Association (AMA), 330 North Wabash Avenue, Chicago, Illinois 60611. The AMA does not agree to license CPT to the Federal Government based on the license in FAR 52.227-14 (Data Rights - General) and DFARS 252.227-7015 (Technical Data - Commercial Items) or any other license provision. The AMA reserves all rights to approve any license with any Federal agency.

b. Other Data. The Fee Schedules and Licensed Codes other than CPT Codes are “Commercial Items” as that term is defined in 48 C.F.R. 2.101, and include commercial technical data or computer licensed databases or commercial computer software or commercial computer software documentation, as applicable, which were developed exclusively at private expense by FAIR Health, the ADA or the ASA. U.S. Government rights to use, modify, reproduce, release, perform, display, or disclose these technical data or computer licensed databases or commercial computer software or commercial computer software documentation are subject to the limited rights restrictions of 48 C.F.R. §12.211, 48 C.F.R. §12.212, 48 C.F.R. §227.7102-2, and 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.211, 48 C.F.R. §12.212, 48 C.F.R. §227.7102-1 through 48 C.F.R. §227.7102-3, and 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, this commercial product and data are licensed to U.S. Government end users (i) only as Commercial Items and (ii) with only those rights as are granted to all other users pursuant to the terms and conditions of this Agreement. In case of conflict between any of the FAR and DFARS provisions listed herein and this Agreement, the construction that provides greater limitations on the Government's rights shall control, subject to applicable law. For purpose of any public disclosure provision under any federal, state or local law, it is agreed that this commercial product and data are a trade secret and proprietary commercial products and not subject to disclosure.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT THIS IS THE ONLY AGREEMENT BETWEEN YOU AND FAIR HEALTH RELATED TO THE SUBJECT MATTER OF THIS LICENSE. TO INDICATE YOUR ACCEPTANCE OF THE TERMS, YOU MUST CLICK ON THE BOX LABELED "AGREE" BELOW. IF YOU DO NOT ACCEPT THESE TERMS, YOU WILL NOT BE AUTHORIZED TO ACCESS THE FEE SCHEDULE.