SSI Group, LLC End User Agreement

IF END USER USES SERVICES OR SOFTWARE (“SSI SERVICES”) PROVIDED BY THE SSI GROUP, LLC (“SSI”), END USER (“END USER”, “YOU” OR “YOUR”) AGREES TO THE FOLLOWING TERMS:

End User is authorized to only use the SSI Services internally, and solely in conjunction with the MEDITECH product offering(s) to which these Terms and Conditions apply.
SSI DISCLAIMS ALL WARRANTIES REGARDING THE SSI SERVICES, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.
SSI shall own all rights, title and interests in and to all intellectual property rights in the SSI Services.
NOTWITHSTANDING ANY PROVISION IN ANY AGREEMENT BETWEEN END USER AND MEDITECH, MEDITECH AND SSI’S TOTAL COMBINED LIABILITY, IN THE AGGREGATE, FOR THE SSI SERVICES SHALL BE LIMITED TO THE FEES PAID BY MEDITECH TO SSI BASED ON YOUR USE OF THE SSI SERVICES, AS THE END USER, DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE LIABILITY. IN NO EVENT SHALL SSI, ITS LICENSORS OR SUPPLIERS BE LIABLE TO END USER OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, UNFORESEEABLE OR INDIRECT DAMAGES OR LOSSES (INCLUDING, WITHOUT LIMITATION, LOSS OF ANTICIPATED PROFITS, LOSS OF BUSINESS OR REVENUE, LOSS OR INACCURACY OF INFORMATION OR DATA, COST OF RECOVERING SOFTWARE OR DATA, LOSS OF USE, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY, LOST EMPLOYEE TIME, OR LOST OPERATIONAL SAVINGS OR COSTS), HOWEVER CAUSED OR ARISING, ON ANY THEORY OF LIABILITY (INCLUDING WITHOUT LIMITATION ANY ACTIONS OR CLAIMS ARISING IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, PRODUCT LIABILITY, STRICT LIABILITY, OR OTHERWISE), AND WHETHER OR NOT SSI HAS BEEN ADVISED OF OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SSI EXPRESSLY DISCLAIMS, AND END USER AGREES, THAT SSI SHALL HAVE NO LIABILITY OF ANY KIND FOR ANY THIRD PARTY PRODUCT OR SERVICE. END USER IS RESPONSIBLE FOR ITS OWN ACTIONS IN USING THE SSI SERVICES, INCLUDING BUT NOT LIMITED TO END USER’S COLLECTION, USE, PROCESSING, HANDLING, DISTRIBUTION, OR TREATMENT OF PATIENT DATA, AND SSI MAKES NO REPRESENTATION AND HAS NO OBLIGATION WITH RESPECT TO END USER’S COMPLIANCE WITH ANY LAW, RULE OR REGULATION NOR THE ACCURACY OR COMPLETENESS OF ANY END USER DATA OR THE CHARACTERIZATION OF ANY TREATMENT OR BILLING PROCEDURE OR CODE CONTAINED IN END USER DATA, WHETHER SUCH END USER DATA HAS BEEN PROCESSED BY THE SSI SERVICES OR OTHERWISE.
End User shall not, except as these Terms and Conditions expressly permit: copy, modify or create derivative works or improvements of the SSI Services; reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the SSI Services; or access or use the SSI Services or related materials for purposes of competitive analysis of the SSI Services or related materials, the development, provision or use of a competing software service or product or any other purpose that is to SSI’s detriment or commercial disadvantage. SSI shall be considered an intended third party beneficiary of these Terms and Conditions. As such, SSI may enforce these Terms and Conditions as reasonably necessary to protect its interest.
End User shall provide SSI with access to End User equipment and employees, and shall otherwise cooperate with SSI as reasonably necessary for SSI to verify compliance with and enforce these Terms and Conditions.
Use of any software, product or service in connection with the SSI Services that is subject to license or purchase by End User from a third party, and the rights and obligations in connection therewith, shall be governed by the applicable terms and conditions of such third party. Such terms and conditions are exclusively between End User and such third party and SSI and MEDITECH shall have no liability or responsibility with respect to such software, product or service and End User releases SSI and MEDITECH from all liability and responsibility with respect thereto. End User further acknowledges and agrees that any third party software, product or service provided hereunder may be terminated by SSI upon termination or expiration of the applicable agreement between SSI and such third party.
Certain of the SSI Services incorporate information from the Official UB-04 Data Specifications Manual and/or the UB-04 Data File (collectively, “Licensed Content”). The Licensed Content is licensed to SSI through an agreement between SSI and Health Forum, LLC (“Health Forum”). As such, use of products that incorporate License Content is subject to additional terms and conditions as stated below.
1. SSI AND HEALTH FORUM PROVIDE THE LICENSED CONTENT “AS IS,” AND EXPRESSLY DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, OR PRIOR ORAL OR WRITTEN STATEMENTS BY SSI AND/OR HEALTH FORUM WITH RESPECT TO THE LICENSED CONTENT (INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, ACCURACY, TIMELINESS, AND COMPLETENESS). TO THE MAXIMUM EXTENT ALLOWED BY LAW, SSI AND HEALTH FORUM FURTHER DISCLAIM, AND SHALL HAVE NO LIABILITY FOR, ANY ERRORS, OMISSIONS OR INACCURACIES IN THE LICENSED CONTENT OR ANY USES, MISUSES OR INTERPRETATIONS OF THE INFORMATION CONTAINED IN OR NOT CONTAINED IN THE LICENSED CONTENT. SSI AND HEALTH FORUM ALSO DO NOT WARRANT THAT THE LICENSED CONTENT WILL BE ACCESSIBLE IN ANY PARTICULAR HARDWARE/SOFTWARE ENVIRONMENT. END USER SHALL BE SOLELY RESPONSIBLE FOR THE USE, EFFICIENCY, AND SUITABILITY OF THE LICENSED CONTENT.
2. End User acknowledges and agrees that Health Forum and its affiliates are the sole owners of all right, title and interest, including all Intellectual Property Rights in and to the Licensed Content and any modifications thereto. Nothing in these Terms and Conditions constitute any transfer of ownership of any patent, copyright, trademark, trade secret, trade dress, contractual rights protecting proprietary database compilations or other similar proprietary rights or claims under the laws of the United States, any state thereof, or any foreign country (“Health Forum Intellectual Property Rights”), and Health Forum or its affiliates shall retain all ownership rights in the Health Forum Intellectual Property Rights embodied by and incorporated in the Licensed Content. End User will not distort, misuse, diminish, infringe, dilute, contest or challenge (or assist other to do so) Health Forum’s and its affiliates rights in, ownership of and registration or applications for registration of the Health Forum Intellectual Property Rights embodied by and incorporated in the Licensed Content. End User also agrees to not use the Health Forum Intellectual Property Rights except as expressly permitted by these Terms and Conditions.
SSI, in its sole discretion, may make reasonable modifications to these Terms and Conditions to address changes or enhancements to the SSI Services, to address changes in applicable law or as otherwise deemed necessary by SSI. If these Terms and Conditions are modified, End User will have the opportunity to review the revised Terms and Conditions and decide whether to agree to the terms. End User will be required to agree to the revised Terms and Conditions to continue using the SSI Services. The most recent and governing version of these Terms and Conditions will be in writing, accessible through the SSI Services or otherwise available to End User through reasonably appropriate means.