Subscription Agreement

PLEASE READ THIS AGREEMENT CAREFULLY

1. LICENSE
InnoviHealth grants to Client and Clients Users a nonexclusive, nontransferable license to access and use the Software for Client's internal, lawful use, and to the extent Client has paid the applicable fees for such access and use. The Software contains data sets from InnoviHealth and third-party licensors, and such data sets are included in the definition of Software. InnoviHealth is the sole and exclusive owner of the Software and/or has been licensed to distribute the Software or portions of it. Client acquires no right to the Software or to the information and data contained in the Software, except the nonexclusive right to use such information and data solely for Client's own internal purposes, in accordance with this Agreement. Client shall have no right to allow any person or entity that is not an employee, contractor, or consultant of Client to access the Services, directly or indirectly in any way, and Client must ensure that anyone with access to the Software through Client will comply with the provisions of this Agreement. Client shall not publish, translate or transfer possession of the Software.


2. FEE CALCULATIONS
The pricing unless otherwise indicated for this license is based on use of the Software by one (1) user only. Client shall report use by additional Users to InnoviHealth and Client will pay InnoviHealth the applicable additional fees. Exceeding User limits without reporting to InnoviHealth and paying applicable fees puts Client at risk for audit from InnoviHealth and its licensors, and all applicable penalties are the responsibility of Client. Pursuant to InnoviHealth's agreement with the American Medical Association (AMA), a User is an individual, individual employee, or contractor of a Client who:
1. Accesses, uses or manipulates Current Procedural Terminology® (CPT) coding contained in the Software;
2. Accesses, uses, or manipulates the Software to produce or enable an output (data, reports or the like) that could not have been created without the CPT embedded in the Software even though CPT coding may not be visible or directly accessible; or
3. Makes use of an output of the Software that relies on or could not have been created without the CPT coding embedded in the Software even though CPT coding may not be visible or directly accessible.


3. ACCESS
A User is authorized to access and use the Software from one computer or terminal at any given time. This means a single User is permitted to use the Software from any one terminal. If multiple Users are able to access this Software from a shared computer or terminal, each User must obtain their own individual license to use the Software under the Clients account, or obtain their own individual subscription to the Software. Simultaneous use of the Software through one Users access credentials is not allowed. Client and Users may not sublicense, assign, or transfer their license, the Software, or the output produced by the Software to any third party. Client and Users may NOT use the Software on any public computer based medical information system, or in any public electronic bulletin board, or translate, decompile, or disassemble the Software, or create any derivative work based on the Software or the accompanying documentation.


4. USER ID AND SECURITY
After Client's registration, InnoviHealth shall provide Client’s Users access to the Software on the Website. Client agrees to maintain strict security procedures to prevent unauthorized use or disclosure of Client's User ID’s and to protect the Website from improper access. Client's User ID’s are personal to the Clients Users only. All fees incurred by persons to whom Client has disclosed a User ID shall be Client's sole responsibility.


5. ACCURACY AND ERRORS
Here after, unless otherwise stated, the use of the term Client will also include the Clients Users. Client agrees that InnoviHealth and its employees and agents shall not be held responsible or liable for any actions taken by Client, or any error, inaccuracy, or omission in any report or analysis Client prepares in connection with or through use of the Software, or for any damage (including, but not limited to consequential damages) resulting from it. No later than thirty (30) days from the date of Client's receipt of access to the Software or any update of the Software, Client shall advise InnoviHealth in writing of any known errors or suspected errors that may materially affect the Software.


6. INDEMNIFICATION
You hereby indemnify and hold InnoviHealth, and all of its officers, directors, employees, owners, agents, information providers, affiliates, and licensors (collectively, Representatives) harmless from and against all claims, suits, liability, losses, costs, and expenses (including attorney's fees) incurred by InnoviHealth or any Representative in connection with any claim arising out of:
1. Your use of the Services;
2. Any use or alleged use of your account or your password by any person, whether or not authorized by you;
3. Your connection to the Services via the Internet;
4. Your violation of this Agreement;
5. Content you submit to the Services; or
6. The accuracy, quality, or performance of the Services.


7. LIMITED WARRANTY
InnoviHealth warrants that the Software will perform in accordance with the user documentation for it on the Website. To the extent that the Software contains information InnoviHealth has received from third parties, InnoviHealth warrants only that the Software contains an accurate copy of the information that was delivered to InnoviHealth. Except as expressly provided in this Agreement, InnoviHealth DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND RELATING TO THE SOFTWARE AND THE WEBSITE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.


8. LIMITATION OF DAMAGES
InnoviHealth is not responsible or liable for any actions taken by Client as a result of Client's use of the Software, or for any error, inaccuracy, or omission in any report or analysis Client prepares in connection with or through use of the Software, or for any damage resulting from such use. Each party's liability to the other party for direct damages arising out of this Agreement shall not exceed the amount Client has paid or owes InnoviHealth under this Agreement in the year in which the cause of action rose. Under no circumstances will either party or InnoviHealth's licensors be responsible under this Agreement for any indirect, incidental, special or consequential damages resulting from either party's performance or failure to perform under this Agreement, including, without limitation, the use of or inability to use the Services, any damage to equipment and any cost of recovering lost data or of reprogramming. InnoviHealth does not warrant that the Software will meet Client's requirements or that the operation of the Website will be uninterrupted or without error.


9. COPYRIGHT AND CONFIDENTIALITY
Client acknowledges that the Software, the process and technologies included therein, as well as any other information or materials made available to Client by InnoviHealth through the Website are valuable assets, trade secrets, and/or copyrighted material of InnoviHealth or InnoviHealth's licensors and that InnoviHealth and its licensors retain title to them. Under no circumstances may Client copy the Software or the accompanying documentation for the purposes of distribution to others, nor may Client remove the copyright notices on the Software or the accompanying documentation. Client agrees not to decompile, reverse engineer, or otherwise attempt to discover the source code of the Software.


10. TERMINATION FOR BREACH
InnoviHealth may terminate Client's access to the Software at any time if InnoviHealth reasonably believes that Client is in violation of this Agreement. This Agreement shall automatically terminate if Client fails to comply with any provision of this Agreement.


11. COOKIES
InnoviHealth may employ a use of a cookie that collects traffic data to store temporary settings information on Users computers to facilitate a more efficient use of the Software.


12. PRIVACY
The Parties agree to the Privacy Policy and the Business Associate Addendum located at their respective URL’s.


13. BILLABLE SERVICES
Customization request to support advanced reporting requests or new features will be provided at InnoviHealth's current hourly rates, but may be waived at InnoviHealth’s discretion. Client will be invoiced for such charges, as incurred, and will pay half of the invoice to begin the work, and the remainder within thirty (30) days of the service being completed.


14. CPT TERMS
Data obtained from use of the Software may contain Current Procedural Technology Codes (CPT) owned by the American Medical Association (AMA) and licensed to InnoviHealth. The terms of this Section apply only to CPT codes and related content.
1. InnoviHealth's ability to deliver updated versions of CPT to Client is dependent upon continuing contractual relations with the AMA. CPT is copyright by the AMA and the AMA trademark is owned by the AMA. All notices or proprietary rights, including trademark and copyright in CPT must appear on all permitted back-up or archival copies made by Client. Client may copy the Services only for back-up or archival purposes. Client shall ensure that any person or entity that Client authorizes to obtain access to CPT shall comply with the provisions of this Agreement. Client shall not use CPT codes or information contained therein in any public computer-based information system or public electronic bulletin board without secure access. Client shall not create any derivative works based on CPT.
2. Client shall not publish, distribute via the Internet or other public computer based information system, create derivative works (including translating), transfer, sell, lease, license or otherwise make available to any unauthorized party some or all of the CPT codes.
3. The AMA provides CPT 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 the CPT data. The AMA does not warrant that CPT will meet Client's requirements. The AMA disclaims any liability for any consequences due to use, misuse or interpretation of information contained or not contained in CPT.
4. CPT coding is commercial technical data and/or computer data bases and/or commercial computer software and/or commercial computer software documentation, as applicable, which were developed exclusively at private expense by the American Medical Association, 515 N. State Street, Chicago, IL 60610. U.S. government rights to use, modify, reproduce, release, perform, display, or disclose these technical data and/or computer data bases and/or computer software and/or computer software documentation are subject to the limited rights restrictions of DFARS 252.227-7015(b)(2) (November 1995) and/or subject to the restrictions of DFARS 227.7202-1(a) (June 1995) and DFARS 227.7202-3(a) (June 1995), as applicable, for U.S. Department of Defense procurements and the limited rights restrictions of FAR 52.227-14 (December 2007) and/or subject to the restricted rights provisions of FAR 52.227-14 (December 2007) and FAR 52.227-19 (December 2007), as applicable, and any applicable agency FAR Supplements, for non-Department of Defense Federal procurements.


15. ICD-CM CODING CLINIC
This Software may contain AHA CODING CLINIC© FOR ICD-CM content which is commercial technical data and/or computer data bases and/or commercial computer software and/or commercial computer software documentation, as applicable, which was developed exclusively at private expense by the American Hospital Association, 155 N. Wacker Dr., Suite 400, Chicago, Illinois 60606. U.S. government rights to use, modify, reproduce, release, perform, display, or disclose these technical data and/or computer data bases and/or computer software and/or computer software documentation are subject to the limited rights restrictions of DFARS252.227-7015(b)(2) (November 1995) and/or subject to the restrictions of DFARS 227.7202-1(a) (June 1995) and DFARS 227.7202-3(a) (June 1995), as applicable, for U.S. Department of Defense procurements and the limited rights restrictions of FAR 52.227-14 (December 2007) and/or subject to the restricted rights provisions of FAR 52.227-14 (December 2007) and FAR 52.227-19 (December 2007), as applicable, and any applicable agency FAR Supplements, for non-Department of Defense Federal procurements.


16. HCPCS CODING CLINIC
This Software may contain AHA CODING CLINIC© FOR HCPCS content which is commercial technical data and/or computer data bases and/or commercial computer software and/or commercial computer software documentation, as applicable, which was developed exclusively at private expense by the American Hospital Association (AHA), 155 N. Wacker Dr., Suite 400, Chicago, Illinois 60606. U.S. government rights to use, modify, reproduce, release, perform, display, or disclose these technical data and/or computer data bases and/or computer software and/or computer software documentation are subject to the limited rights restrictions of DFARS 252.227-7015(b)(2) (November 1995) and/or subject to the restrictions of DFARS 227.7202-1(a) (June 1995) and DFARS 227.7202-3(a) (June 1995), as applicable, for U.S. Department of Defense procurements and the limited rights restrictions of FAR 52.227-14 (December 2007) and/or subject to the restricted rights provisions of FAR 52.227-14 (December 2007) and FAR 52.227-19 (December 2007), as applicable, and any applicable agency FAR Supplements, for non-Department of Defense Federal procurements.


17. ADA DENTAL CODES
The Code on Dental Procedures and Nomenclature is published in Current Dental Terminology (CDT), Copyright © American Dental Association (ADA). All rights reserved.


18. ASA DATA
This Software may include CROSSWALK, Reverse CROSSWALK and/ or Relative Value Guide as applicable, which are commercial technical data and/or computer data bases and/or commercial computer software and/or commercial computer software documentation, as applicable which were developed exclusively at private expense by the American Society of Anesthesiologists, 520 North Northwest Highway, Park Ridge, Illinois, 60068. U.S. government rights to use, modify, reproduce, release, perform, display, or disclose these technical data and/or computer data bases and/or computer software and/or computer software documentation are subject to the limited rights restrictions of DFARS 252.227-7015(b)(2) (November 1995) and/or subject to the restrictions of DFARS 227.7202-1(a) (June 1995) and DFARS 227.7202-3(a) (June 1995), as applicable, for U.S. Department of Defense procurements and the limited rights restrictions of FAR 52.227-14 (December 2007) and/or subject to the restricted rights provisions of FAR 52.227-14 (December 2007) and FAR 52.227-19 (December 2007), as applicable, and any applicable agency FAR Supplements, for non-Department of Defense Federal procurements.


19. UB-04
This Software may contain OFFICIAL UB-04 DATA SPECIFICATIONS MANUAL, content which is commercial technical data and/or computer data bases and/or commercial computer software and/or commercial computer software documentation, as applicable, which was developed exclusively at private expense by the American Hospital Association (AHA), 155 N. Wacker Dr., Suite 400, Chicago, Illinois 60606. U.S. government rights to use, modify, reproduce, release, perform, display, or disclose these technical data and/or computer data bases and/or computer software and/or computer software documentation are subject to the limited rights restrictions of DFARS 252.227-7015(b)(2) (November 1995) and/or subject to the restrictions of DFARS 227.7202-1(a) (June 1995) and DFARS 227.7202-3(a) (June 1995), as applicable, for U.S. Department of Defense procurements and the limited rights restrictions of FAR 52.227-14 (December 2007) and/or subject to the restricted rights provisions of FAR 52.227-14 (December 2007) and FAR 52.227-19 (December 2007), as applicable, and any applicable agency FAR Supplements, for non-Department of Defense Federal procurements.


20. THIRD PARTY SOFTWARE AGREEMENTS.
This Software may contain third party software, data, and/or tools, that if included by the Client in Clients Subscription will require the Client to agree to that third party’s user agreements. These agreements will be displayed at time of checkout, and will require the Clients agreement to proceed with that purchase selection.


21. PAYMENT OF SUBSCRIPTION SERVICES
InnoviHealth may change, suspend, or discontinue all or any aspect of the Software at any time, including the availability of any service feature, database, or content, without prior notice or liability. From time to time, InnoviHealth may decide to change the prices for the subscriptions. InnoviHealth will make every effort to alert the Client prior to the next payment due for the subscription through emails and/or notification on the website. Access to the Software requires an active paid subscription account (Subscription). You authorize InnoviHealth to charge the credit card account designated during your Subscription creation process, or to be Invoiced (if allowed) the fees, and any applicable tax, at the recurring term interval chosen by you. Client is responsible for any additional charges associated with using the Software, including, but not limited to, any telephone or Internet service provider charges.
1. Client may be approved for a Trial Period if requested. The Trial Period is intended to be a demonstration period after which time the Client will need to purchase the service to have continued use of the Software.
2. Refunds. No refunds will be given for any Monthly subscription accounts. For Annual subscription accounts, no matter if the Client has been approved for a Trial Period, or purchased the Software, the Client has 28 days from the Software account being activated to cancel the account to receive a refund, if payment for Software was supplied. No refunds will be allowed after the Client has exceeded 28 days from Software account activation.
3. Monthly subscriptions must be set up with an approved electronic payment method allowed by the Software and will be automatically charged monthly on the day the original product was purchased by the Client. If payment is rejected, for any reason, Client will lose access to the Software until payment has been furnished.
1. Clients who pay on a Monthly basis and who cancel a product on their account, or choose to cancel their account in full, will have access to those products and accounts until the end of the current subscription period. This means no prorated refunds will be issued.
4. Annual subscriptions will be renewed automatically on their anniversary date of when they first subscribed to a product. Annual subscriptions can be paid for by credit card, check, wire transfers, ACH, or other industry standard payment methods currently approved by innoviHealth.
1. Annual subscriptions approved to pay by methods other than by credit cards, have no more than 28 days from the purchase, subscription, and/or renewal date to remit funds. If funds are not received within 28 days, the account and/or product may be removed or canceled, or a late fee of 1% per month (12% annually) or $25.00 per month (whichever is greater) will be applied to the account.
2. Accounts that pay by a check or other similar payment methods, in which the check bounces, or payment doesn’t clear, will have their accounts immediately cancelled and a fee of $40.00 applied to their account. The account will be reinstated once all applicable fees and outstanding balances are brought current by payment with a credit card, ACH payment, or wire transfer.
3. Clients with Annual subscriptions who cancel a product, or their account, will have access to those products and accounts until the end of that current subscription period. No refunds will be issue even if the Client discontinues using the Software before the end of the subscription period.
5. Account Cancellation
It is solely up to the Client to cancel the Clients account when and if the Client no longer wishes to continue to use the Software. innoviHealth will not under any circumstances, except for those already listed in this Subscription Agreement, deactivate a User’s access or a Clients account without specifically being instructed to do so by the Client. A cancel account button is available to the Client in account administration. If a Client wishes to cancel their account by any other method of communication, it is up to the Client to make sure that innoviHealth receives that communication and that the Clients account is canceled accordingly. innoviHealth is under no obligation to refund any subscription payments because Client failed to properly cancel their subscription.



22. GENERAL TERMS
The person choosing to indicate acceptance of this Agreement represents that they are acting on behalf of Client, and that they have the authority to bind Client. Terms of a purchase order or other ordering or shipping document do not modify, amend, or add to the terms of this Agreement, and shall have no effect. In the event that a provision of this Agreement is determined to violate any law or is unenforceable, the remainder of the Agreement shall remain in full force and effect.
1. Text Messages, Calls and/or Emails to You
By providing us with a telephone number (including a wireless/cellular, mobile telephone number) and/or email address, you consent to receiving calls from InnoviHealth at that number and/or email for our everyday business purposes (including identify verification). You acknowledge and agree that such communication includes, but is not limited to, live telephone calls, prerecorded or artificial voice message calls, text messages, and calls made by an automatic telephone dialing systems. You further consent to receiving text messages and/or emails from us for marketing purposes in connection with the Software and consistent with our Privacy Policy. Please review our Privacy Policy for more information.
2. GOVERNING LAW
This Agreement is governed by the laws of the State of Utah and applicable federal law.
3. CHANGES TO TERMS
InnoviHealth reserves the right, in its discretion, to change or replace this Agreement at any time. Such changes will be effective immediately upon publication of the modified or new Agreement on the Site. InnoviHealth will endeavor to provide registered users with notice of any material change to this Agreement, by posting a notice on the Site and/or delivering registered users an e-mail to the current e-mail address on file. If at any time any part of this Agreement is unacceptable to you, you should immediately terminate use of the Software. Your continued use of HCCCoder.com after the effective date of the new version of this Agreement will constitute your acceptance of the new version of this Agreement.