1. Definitions

" Editorial Content” means the content licensed by SAI from American Medical Association (“AMA”), such as content from the print publication Current Procedural Terminology, Fourth Edition (“CPT Book”) and the data file(s) of Current Procedural Terminology (“CPT^®”)including CPT^® Standard and CPT^® Link, all as available from AMA (individually and collectively called “CPT Data File”) published by AMA in the English language as used in the U.S. (collectively, “CPT” or “CPT^® Editorial Content”), a coding work of nomenclature and codes for reporting of healthcare services, together with (a) content from the print publication CPT^® Assistant, a newsletter published by AMA in the English language as used in the U.S.; (b) content from the print publication CPT^® Changes, a book published by AMA in the English language as used in the U.S.; (c) content from the data file published by AMA of the International Classification of Diseases 10th Revision Clinical Modification and Procedure Coding System (“AMA’s Version of ICD-10-CM/PCS”); (d) content from the data file published by AMA of the Healthcare Common Procedure Coding System Level II (“AMA’s Version of HCPCS”); (e) CPT^® to SNOMED CT^® and SNOMED CT^® to CPT^® Maps (“SNOMED CT^® Maps”) as contained in CPT^® Link; (f) codes and descriptors contained in the CPT^® consumer descriptor file published by AMA (“CPT^® Consumer Friendly Data”); and (g) content from the data file published by AMA of CPT^® Knowledge Base.  Editorial Content is used in print products and electronic products (“Electronic Licensed  Products”).

“User” means an individual who:

1. accesses, uses, or manipulates Editorial Content and/or AMA’s version of ICD-10-CM/PCS and/or AMA’s version of HCPCS and/or SNOMED CT^® Maps, as applicable, contained in the Electronic Licensed Product; or
2. accesses, uses, or manipulates the Electronic Licensed Product to produce or enable an output (data, reports, or the like) that could not have been created without the Editorial Content and/or AMA’s version of ICD-10-CM/PCS and/or AMA’s version of HCPCS and/or SNOMED CT^® Maps, as applicable, embedded in the Electronic Licensed Product even though Editorial Content and/or AMA’s version of ICD-10-CM/PCS and/or AMA’s version of HCPCS and/or SNOMED CT^® Maps, as applicable, may not be visible or directly accessible; or
3. makes use of an output of the Electronic Licensed Product that relies on or could not have been created without the Editorial Content and/or AMA’s version of ICD-10-CM/PCS and/or AMA’s version of HCPCS and/or SNOMED CT^® Maps, as applicable embedded in the Electronic Licensed Product even though Editorial Content and/or AMA’s version of ICD-10-CM/PCS and/or AMA’s version of HCPCS and/or SNOMED CT^® Maps, as applicable, may not be visible or directly accessible.

“Full-Time User” means an individual who accesses or makes use of Editorial Content contained in the Electronic Licensed Product for more than twenty-five (25) hours per week, and/or who enters more than fifty (50) charges per week.

“Part-Time User” means an individual of who accesses or makes use of Editorial Content contained in the Electronic Licensed Product for less than twenty-five (25) hours per week, and/or who enters less than fifty (50) charges per week.

“Consumer User” means an individual User who is not a healthcare professional and who accesses, uses, or manipulates CPT^® Consumer Friendly Data contained in the Electronic Licensed Product for the purpose of understanding CPT data included on a bill, explanation of benefits or patient portal.

“SAI” means SAI Systems International, Inc. and/or its affiliates, including without limitation SAIcle One Solutions d/b/a Saisystems Health.

2. Grant of Rights, Restrictions and Obligations

1. AMA has granted SAI a nontransferable, nonexclusive, license (with the right to sublicense to Users) for the sole purpose of User’s internal use, within the United States, of Editorial Content. Users may print or download Editorial Content solely for User’s own internal use, without any modification to the content, and in such a way that the appropriate citation is included. 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 Editorial Content, or a copy or portion thereof.
2. User must ensure that anyone with authorized access to Editorial Content complies with all provisions of this EUA.
3. User shall report to SAI the accurately counted number of all Users of Editorial Content and/or AMA’s version of ICD-10-CM/PCS and/or AMA’s version of HCPCS and/or SNOMED CT^® Maps, as applicable (in order that SAI may accurately report and pay royalties to AMA). For purposes of counting Users, one (1) Full-Time User will be counted as one (1) User, and two (2) “Part-Time Users” will be counted as one (1) User.
4. User may only make copies for back up or archival purposes, and all permitted back up or archival copies must include notices of AMA proprietary rights, including trademark and copyright notices:

   CPT copyright 2017 American Medical Association. All rights reserved. CPT^® Assistant copyright 1990-2018 American Medical Association. All rights reserved CPT^® Changes copyright 2000-2018 American Medical Association. All rights reserved CPT^® Knowledge Base copyright 2006-2018 American Medical Association. All rights reserved SNOMED CT^® Maps copyright 2017 American Medical Association. All rights reserved

   CPT^® Consumer Friendly Data are lay synonyms for CPT descriptors that are intended to help healthcare consumers who are not medical professionals understand clinical procedures on bills and patient portals. CPT^® Consumer Friendly Data should not be used for clinical coding or documentation.

   Fee schedules, relative value units, conversion factors and/or related components are not assigned by AMA, are not part of CPT, and AMA is not recommending their use. AMA does not directly or indirectly practice medicine or dispense medical services. AMA assumes no liability for data contained or not contained herein. CPT is a registered trademark of the American Medical Association. AMA is the owner of all copyright, trademark and other rights to CPT^® Assistant, CPT^® Changes, CPT^® Consumer Friendly Data, CPT^® Knowledge Base, SNOMED CT^® Maps, and their updates.

5. 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. 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. AMA reserves all rights to approve any license with any Federal agency.
6. The responsibility for the content of any “National Correct Coding Policy” included in this product is with the Centers for Medicare and Medicaid Services and no endorsement by AMA is intended or should be implied. AMA disclaims responsibility for any consequences or liability attributable to or related to any use, nonuse or interpretation of information contained in this product.

3. This EUA may be updated from time to time without notice to you. Your access and use of Editorial Content after the EUA has been updated constitute acceptance of the updated version of the EUA.
4. If you have entered into any other agreement with SAI, the terms of your separate agreement(s) with SAI still apply and are not altered by your agreement to this EUA. If you enter into any agreement or transaction with SAI in the future, such agreement or transaction is separate from this EUA and Editorial Content.
5. 5. This EUA incorporates fully SAI’s Privacy Policy available at HIPAA Policy, including but not limited to provisions related to the Health Insurance Portability and Accountability Act of 1996 (HIPAA). You acknowledge and agree that when you access or use Editorial Content, SAI may use automatic means (including, without limitation, cookies and web beacons) to collect information about your mobile device, operating system, wireless service provider, and your access and use of Editorial Content. You may be required to provide certain information about yourself as a condition to using Editorial Content, certain features or functionality, or creating an account. You agree that SAI may collect, store, delete, process, and/or transmit such information in accordance with SAI’s Privacy Policy. By accessing and using Editorial Content, you consent to actions taken by SAI with respect to your information in compliance with SAI’s Privacy Policy.
6. You agree and represent that you are eighteen years of age or older, and that you will not access or use Editorial Content outside the United States.
7. You agree not to use Editorial Content for any unauthorized, unlawful, illegal, or fraudulent purpose. You agree not to use Editorial Content to violate any intellectual property rights, proprietary rights, privacy rights, or publicity rights of AMA, SAI, or others. SAI reserves the right to end your use of Editorial Content without your consent and in SAI’s sole discretion. You agree not to use Editorial Content in any manner that could disable, disrupt, excessively burden, or impair any SAI computer, network, software, or hardware. You agree not to modify, alter, reverse engineer, disassemble, decompile, scrape, reproduce, redistribute, or create any derivative work of Editorial Content. You agree not to gain or attempt to gain unauthorized access to Editorial Content, other Users’ information or accounts, passwords, computers, servers, or networks through hacking, scraping, data mining, or any other means. You agree and acknowledge that Editorial Content contains or provides proprietary and confidential information that is protected under intellectual property laws and other applicable laws, including but not limited to copyright, trademark, and patent laws.
8. In creating an account for Editorial Content, you agree and represent that all information you provide for such account is current, complete, and accurate to the best of your knowledge. You agree to maintain and update your information. You agree that SAI may use your password to identify you. You hereby grant to SAI your express permission to provide AMA with your name, as required by AMA. You are responsible for all use of your account. You agree not to allow any other person or entity to use your account or identification (ID) or password related to Editorial Content. You agree to notify SAI in writing immediately concerning any unauthorized use of your account, ID, or password. You may be held responsible for any losses incurred by SAI or any other users of Editorial Content that are related to your failure to maintain the security of your account, ID, or password.
9. EDITORIAL CONTENT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. SAI DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF USE, OF EDITORIAL CONTENT IN TERMS OF CORRECTNESS, ACCURACY, SECURITY, RELIABILITY OR OTHERWISE. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF EDITORIAL CONTENT IS ASSUMED BY YOU. SAI DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AS WELL AS WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. SAI DOES NOT WARRANT THAT EDITORIAL CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE.
10. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SAI HAVE ANY LIABILITY ARISING FROM, OR RELATED TO, YOUR USE OF OR INABILITY TO USE EDITORIAL CONTENT OR PORTIONS THEREOF FOR: (a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF CONTENT, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER/DEVICE FAILURE OR MALFUNCTION OR DAMAGE, LOSS OF BUSINESS INFORMATION, OTHER PECUNIARY LOSS, OR ANY OTHER DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, OR COMPENSATION OR REIMBURSEMENT; (b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED US$50. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR SAI WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
    CODING INFORMATION PROVIDED BY AMA IS FOR MEDICAL CODING PURPOSE ONLY, AND DOES NOT CONSTITUTE CLINICAL ADVICE, DOES NOT DICTATE PAYER REIMBURSEMENT POLICY, AND DOES NOT SUBSTITUTE FOR THE PROFESSIONAL JUDGEMENT OF THE PRACTITIONER PERFORMING A PROCEDURE, WHO REMAINS RESPONSIBLE FOR CORRECT CODING. INFORMATION OBTAINED FROM CPT® KNOWLEDGE BASE DOES NOT REPLACE AMA'S CURRENT PROCEDURAL TERMINOLOGY AND OTHER APPROPRIATE CODING AUTHORITY. THE INFORMATION CONTAINED IN CPT® KNOWLEDGE BASE SHOULD ONLY BE USED AS A GUIDE FOR YOUR OWN USE AND SHOULD NOT BE DISSEMINATED IN ANY WAY. IN NO EVENT IS AMA OR SAI LIABLE TO YOU FOR ANY LOSS OR DAMAGE.
11. You agree to defend, indemnify, and hold harmless SAI and its officers, directors, employees, vendors, clients, licensees, licensors, affiliates, subsidiaries, parents, successors, assigns, and agents from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising from or related to your use or misuse of Editorial Content or your violation of this EUA.
12. Editorial Content may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that SAI is not responsible for Third-Party Materials, including but not limited to their accuracy, completeness, legality, or quality. SAI does not assume and will not have any liability or responsibility for any Third-Party Materials. Third-Party Materials or links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.
13. You agree that SAI may limit access to Editorial Content and frequency or extent of use of Editorial Content. You agree that SAI is not obligated to maintain, support, repair, revise, or update Editorial Content. The provision of updated Editorial Content is dependent on continuing contractual relationship between SAI and AMA.
14. You agree and acknowledge that access and use of Editorial Content may involve transmissions over networks and devices. You agree that SAI may use or preserve any transmittal or communication resulting from your access or use of Editorial Content, and may disclose that information if legally required to do so or if reasonably necessary to enforce this EUA or to protect any rights of SAI or others. You agree that SAI may investigate your use of Editorial Content in order to determine whether any violation of this EUA has occurred or to comply with applicable law, regulation, government request, or legal process.
15. Editorial Content may be used only in the United States. If you access Editorial Content from outside the United States in violation of this EUA, you agree that you are solely responsible for compliance with applicable local laws. If you are located in the European Economic Area (EEA), you should not access or use Editorial Content; if you access or use Editorial Content, you agree and understand that your information is stored and transmitted outside of the EEA. You expressly agree and understand that such access does not satisfy every detail of the EU’s General Data Protection Regulation (GDPR) and is not intended for EEA use.
16. 16. This EUA is governed by and construed in accordance with the laws of Connecticut without effect to any choice or conflict of law provision or rule. Any legal action or proceeding arising out of or related to this EUA or Editorial Content shall be instituted exclusively in the federal or state courts located in Fairfield County, Connecticut. You waive any and all objections to the exercise of jurisdiction over you by such courts and to such venue. In the event that any provision of this EUA is determined to violate any law or is unenforceable, the remainder of the EUA will remain in full force and effect.
17. SAI may terminate this EUA at any time without notice. This EUA will terminate immediately and automatically without notice if you violate any provision of this EUA, except that provisions 2, 3, 7-11, 14 and 16 survive the termination of this EUA for any reason.

If you have questions concerning this EUA, please contact SAI at support HealthcareDevTeam@saisystems.com