BY ACCEPTING DELIVERY OF THE PRODUCTS OR BY ENGAGING HEALTHCARE TRANSACTION ADVISORS, LLC (“HTA”) TO PROVIDE ANY PRODUCTS OR PERFORM OR PROCURE ANY SERVICES, YOU AGREE TO BE BOUND BY AND ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU ARE NOT PERMITTED TO PURCHASE THE PRODUCTS OR RECEIVE ANY SERVICES PROVIDED BY HTA. WITH RESPECT TO THE PRODUCTS AND SERVICES PROVIDED BY HTA, YOU ARE SOLELY GRANTED THE LICENSE EXPRESSLY SET FORTH HEREIN, AND EXCEPT AS SET FORTH HEREIN YOU SHALL NOT SHARE WITH ANY THIRD PARTY ANY DATA, INFORMATION OR OTHER MATERIALS PURCHASED OR OTHERWISE RECEIVED FROM HTA.
HTA HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES WHETHER EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, OR NON-INFRINGEMENT RELATED TO ANY PRODUCTS THAT YOU PURCHASE OR ANY SERVICES THAT YOU RECEIVE FROM HTA.
THESE TERMS AND CONDITIONS, ANY SERVICES PERFORMED BY HTA AND ANY SALE OF PRODUCTS HEREUNDER WILL BE GOVERNED BY THE LAWS OF THE STATE OF COLORADO, WITHOUT REGARD TO CONFLICTS OF LAWS RULES. ANY ARBITRATION, ENFORCEMENT OF AN ARBITRATION OR LITIGATION WILL BE BROUGHT EXCLUSIVELY IN JEFFERSON COUNTY, COLORADO, AND YOU CONSENT TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED THEREIN, SUBMIT TO THE JURISDICTION THEREOF AND WAIVE THE RIGHT TO CHANGE VENUE. YOU FURTHER CONSENT TO THE EXERCISE OF PERSONAL JURISDICTION BY ANY SUCH COURT WITH RESPECT TO ANY SUCH PROCEEDING.
Any general description of the types of products or services and results thereof posted on any HTA website or mobile application do not constitute part of the agreement between you and HTA.
These Terms and Conditions (“Terms and Conditions”) contain the terms upon which HTA, a Colorado limited liability company, with offices at 4 West Dry Creek Circle, Suite 100, Box 58, Littleton, CO 80120 agrees to provide you and/or your company, as applicable, (“you”) with access to and use of the products, services, materials, Data and other information purchased by you or otherwise made available to you by HTA (the “Products and Services”). “Data” refers to all online and downloadable digital content that HTA makes available at its website (https://HCTadvisor.com), including reports, Excel data files, digital books in Adobe Acrobat format, financial models and tools provided in Excel format, and all subscriptions thereof.
1) Disclaimer of Warranty. HTA HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES WHETHER EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, OR NON-INFRINGEMENT RELATED TO THE PRODUCTS AND SERVICES. HTA MAKES NO REPRESENTATIONS AS TO THE accuracy, adequacy, completeness, legality, reliability or usefulness OF THE DATA AND HTA SHALL NOT BE RESPONSIBLE FOR ANY USE OR MISUSE OF THE DATA BY YOU OR ANY THIRD PARTY. HTA shall have no liability for your use of the Products and Services in connection with any fair market analysis, financial projections, underlying assumptions, investment objectives or other reason and your use of the Products and Services is at your own risk. The Products and Services, including the Data, are provided for informational purposes only. HTA has made no effort to verify the quality or accuracy of the underlying data, nor modify the Data as received from the U.S. government or other source.
2) Indemnification. You agree to defend, indemnify, and hold harmless, HTA, its respective affiliates and their respective directors, officers, employees, and agents from and against all claims and expenses, arising out of your use of the Products and Services (including the Data), including any use by third parties of the Data or other Products and Services purchased by you or otherwise made available to you by HTA. You also agree to indemnify HTA for any costs, including but not limited to penalties, damages, claims, demands, losses, or attorney’s fees and costs that HTA may incur as a result of any potential or actual violation of these Terms and Conditions by you.
3) Limited License. Subject to your strict compliance with these Terms and Conditions and the payment of all fees, charges and expenses required by HTA, HTA grants you a limited, non-exclusive, non-transferable, non-sublicensable license to use the Products and Services, including the Data, for your Internal Business Use. “Internal Business Use” means use of the Products and Services, including the Data, within your business or organization only by you, your employees and your agents and expressly excludes any sale, lease, license, distribution or other provision of the Products and Services to any third party. You may not share any Products and Services, including any Data, with any third party; provided however, that if you are a consultant or consulting firm, you may create derivative products, such as fair market value opinions, in which you may share portions of the Data with your customers, provided that you provide a citation to HTA as the source of such Data and you inform your customer of the confidentiality restrictions that the Data is subject to (e.g., marking the derivative work as “Confidential and Highly Proprietary”).
4) Limitation of Liability. HTA’S LIABILITY HEREUNDER IS LIMITED TO THE LESSER OF (A) FEES PAID BY YOU IN CONNECTION WITH THE PRODUCTS AND SERVICES PURCHASED BY YOU AND (B) $500, AND IN NO EVENT SHALL HTA BE RESPONSIBLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, WHETHER OR NOT HTA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IT IS FURTHER EXPRESSLY AGREED THAT HTA SHALL NOT BE LIABLE TO ANY THIRD PARTY FOR ANY DAMAGES OR INJURIES WHICH SUCH PARTY INCURS, DIRECTLY OR INDIRECTLY, AS A RESULT OF ERRORS OR OMISSIONS OF YOU OR IN CONNECTION WITH ANY PRODUCTS OR SERVICES PROVIDED BY HTA.
5) Final Sales. Due to the non-returnable nature of the Data, all sales are final, non-refundable and non-cancellable. If you promptly notify HTA of any corrupt or damaged files delivered to you, HTA will use commercially reasonable efforts to provide you with a new copy of the corrupt or damaged files within 48 hours of your request; provided however, that you agree to permit HTA to reasonably investigate any issues and HTA may refuse to provide a new copy of the corrupt or damaged files if you, your use of the Products and Services or your systems are incompatible with, or have caused the corruption or damage to the Products and Services.
6) Intellectual Property. All Products and Services, including the Data, is the property of HTA and/or its affiliates or licensors, and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. As between you and HTA, all Products and Services, including the Data, is owned exclusively by HTA and/or its affiliates or licensors. Except for the limited license set forth in these Terms and Conditions, nothing herein grants to you any rights in or to HTA’s Products and Services, including the Data.
7) Confidential Information. HTA invests considerable time and resources in gathering, analyzing, compiling and developing its Data. The Data is highly valuable to HTA, and HTA takes great steps to protect its Products and Services, including the Data. You agree to (i) hold the Products and Services, including the Data, in strict trust and confidence; (ii) not disclose, communicate, or convey any Products and Services, including the Data, or otherwise provide any Products and Services, including the Data, whether wholly, partially or derivatively, to any third party, except as expressly permitted herein; and (iii) use the same degree of care, but no less than a reasonable degree of care, to prevent any unauthorized disclosure of the Products and Services, including the Data, as you use to protect your own information that you deem confidential or do not desire to disclose, publish or otherwise make public. If you are an entity, you shall enter into, or have entered into, definitive agreements with your employees and agents providing for substantially the same protections and obligations with respect to the Products and Services, including the Data, as provided herein.
8) Lost or Stolen Data. You shall promptly (but in any event within 24 hours) notify HTA of any lost or stolen Data or any unauthorized access by any party to the Products and Services, including the Data.
9) Audit. HTA and its representatives, including HTA selected outside auditors, may, at any reasonable time upon reasonable notice, perform an audit or inspection with respect to your and/or your employees and agents compliance with the licenses granted herein and these Terms and Conditions. Access by HTA may be remote or electronic, or if HTA reasonably believes that you are violating these Terms and Conditions, in person.
10) Renewal Discount Terms. After your first purchase, a 50% renewal discount is available for you to use on renewals of existing annual Data subscriptions. You will receive a 50% off discount code by email approximately 30 days before their subscription ends. You have until the anniversary date of your original purchase to use the 50% renewal discount in HTA’s online store. After the anniversary date has passed, the discount is null and void.
11) Severability; Interpretation. Any term or provision herein that is invalid or unenforceable in any situation in any jurisdiction is not to affect the validity or enforceability of the remaining terms and provisions herein or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. Any use of the term “including” shall also mean “including, without limitation”.
Additional Terms & Conditions Only Applicable to the Provider Utilization & RVU Analysis Data
Some of the detailed backup files in the Provider Utilization & RVU Analysis Data subscription include HCPCS codes. A portion of the HCPCS codes are based on the CPT® coding system that owned by the American Medical Association. Healthcare Transaction Advisors, LLC (“HTA”) has a CPT Distribution License Agreement with the American Medical Association. If you subscribe to the Provider Utilization & RVU Analysis Data, then you (the “End User(s)”) hereby agree to adhere to these terms set forth by the American Medical Association.
CPT Distribution License Agreement
Carefully read the following terms and conditions before opening and using the Provider Utilization & RVU Analysis Data. Opening and using Provider Utilization & RVU Analysis Data acknowledges your acceptance of these terms and conditions. If you do not agree with these terms and conditions, you are prohibited from purchasing the Provider Utilization & RVU Analysis Data.
I) Grant of Rights, Restrictions and Obligations
- Some of the HCPCS codes listed in the detailed backup files constitute CPT Editorial Content that is licensed from the American Medical Association (“AMA”) by HTA. The license granted to HTA is a nontransferable, nonexclusive license, for the sole purpose of internal use by End User within the Territory.
- The End User is prohibited from publishing, distributing via the Internet or other public computer based information system, creating derivative works (including translating), transferring, selling, leasing, licensing or otherwise making available to any unauthorized party the CPT Editorial Content, or a copy or portion of CPT Editorial Content.
- Provision of updated CPT Editorial Content in the Provider Utilization & RVU Analysis Data is dependent on continuing contractual relationship between HTA and the AMA.
- The End User must ensure that anyone with authorized access to the Provider Utilization & RVU Analysis Data will comply with the provisions HTA’s Terms & Conditions and the special terms and conditions herein.
- Users of CPT Editorial Content are defined as follows:
“User” means an individual who:
- accesses, uses, or manipulates CPT Editorial Content contained in the Provider Utilization & RVU Analysis Data; or
- accesses, uses, or manipulates the Provider Utilization & RVU Analysis Data to produce or enable an output (data, reports, or the like) that could not have been created without the CPT Editorial Content embedded in the Provider Utilization & RVU Analysis Data even though CPT Editorial Content may not be visible or directly accessible; or
- makes use of an output of the Provider Utilization & RVU Analysis Data that relies on or could not have been created without the CPT Editorial Content embedded in the Provider Utilization & RVU Analysis Data even though CPT Editorial Content may not be visible or directly accessible.
End User shall accurately count Users as defined above for CPT Editorial Content as contained in each Provider Utilization & RVU Analysis Data. End User shall report to HTA the accurately counted number of Users of CPT Editorial Content as contained in each Provider Utilization & RVU Analysis Data (in order that HTA may accurately report and pay royalties to the AMA).
- CPT is copyrighted by the AMA and that CPT is a registered trademark of the AMA.
- Section 8.2.1, Notices and Disclaimers, Electronic Licensed Products, U.S. Government Rights of the license agreement between HTA and the AMA states as follows:
U.S. Government Rights
This product includes 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.
III) Back Up Rights
- The End User may only make copies of the Provider Utilization & RVU Analysis Data for back up or archival purposes.
- All notices of proprietary rights, including trademark and copyright notices, must appear on all permitted back up or archival copies made.
IV) Geographic Use Restriction
- Use of the Provider Utilization & RVU Analysis Data is limited to the U.S.
- Editorial Content as contained in the Provider Utilization & RVU Analysis Data is provided “as is” without any liability to the AMA, including without limitation, no liability for consequential or special damages, or lost profits for sequence, accuracy, or completeness of data, or that it will meet the End User’s requirements, and that the AMA’s sole responsibility is to make available to HTA replacement copies of the Editorial Content if the data is not intact; and that the AMA disclaims any liability for any consequences due to use, misuse, or interpretation of information contained or not contained in Editorial Content.
- The End User Agreement(s) will terminate in the event of default.
- In the event a provision is determined to violate any law or is unenforceable the remainder of the End User Agreement will remain in full force and effect.
- AMA is a third-party beneficiary of the End User Agreement(s).
- End User grants HTA permission to provide the AMA with End User’s name.