DIRECTREES ^®

The following Terms and Conditions apply to customer/client use of the DIRECTREES ® Coding Help Application, a copyrighted product of Churchill Consulting - A division of Crux Quality Solutions (Churchill Consulting).

1. License

   The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Customer/Client is granted a 1 year, revocable, nonexclusive, nonsublicensable, nontransferable right and license to access the Web Based version of DIRECTREES ® Coding Help Application tool. In the instance of a trial, the client/customer is granted a two-day trial and all of the following terms and conditions apply. Churchill Consulting makes this available to you by providing a unique and specific username and password that may not be shared or distributed with anyone. Use of DIRECTREES ® is limited to you, the user/client and only you the user/client by your unique username and password as this deems you the sole authorized user. The user/client 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 Licensed Products, or a copy or portion of Licensed Products. Unauthorized, illegal or improper use may result in termination of the license, monetary penalties or legal recourse including but not limited to civil or criminal prosecution. You may not use this access, username or password should your employment with your current employer be terminated for any reason.

2. Ownership

   The DIRECTREES ® Coding Help Application tool is licensed, not sold. The DIRECTREES ® Coding Help Application is the sole and exclusive property of Churchill Consulting and its licensors and is protected under domestic copyright and other intellectual property laws.

3. Verification

   You acknowledge that Churchill Consulting may monitor your activities on the DIRECTREES ® Coding Help Application tool at Churchill Consulting’s discretion, in accordance with applicable laws, and you consent to such monitoring. In addition, upon notice from Churchill Consulting, you shall provide Churchill Consulting with such information, access, and assistance as they may reasonably require.

4. Disclaimer

   The DIRECTREES ® Coding Help Application tool and access thereto are provided “as is” without any warranty of any kind, and your use of the services is solely at your own risk. Churchill Consulting does not warrant that the DIRECTREES ® or access thereto will meet your requirement or that the operation will be uninterrupted or error free. Churchill Consulting does not warrant that the information contained in DIRECTREES ® is accurate or error free. Churchill Consulting does not give medical advice and the patient’s medical record must support all coding. Churchill Consulting assumes no liability for errors or omissions nor any liability for interpretations of individuals utilizing the information within the program. All coding is solely the facility's responsibility. Final determinations, interpretations, and implementation of coding and compliance rules, statutes, or standards are that of the individual facility and/ or their compliance team.

5. Limitation of Liability

   In no event shall Churchill Consulting be liable for any damages, whether direct, indirect, special, consequential, punitive, exemplary or otherwise, including loss of revenues, income, profits or savings, that may arise out of or relating to the DIRECTREES ® Coding Help Application tool (or lack of access) thereto. Terms and conditions subject to change at the sole discretion of Churchill Consulting.

6. U.S. Government Rights

   This product includes CPT which 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 American Medical Association, 515 North State Street, Chicago, Illinois, 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) (June 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 limited rights restrictions of FAR 52.227-14 (June 1987) and/or subject to the restricted rights provisions of FAR 52.227-14 (June 1987) and FAR 52.227-19 (June 1987), as applicable agency, and any applicable agency FAR Supplements, for non-Department of Defense Federal procurements.

7. Special Provisions

   The following terms and conditions are required to be included in this Agreement pursuant to CHURCHILL CONSULTING's license agreement with AMA for the use of CPT. In the event of any conflict between the terms of this Section and other portion of this Agreement, then the terms of this Section shall govern and control.
   
   (a) CPT® codes, descriptions, and material only are copyright 2016 American Medical Association (AMA). All Rights Reserved. No fee schedules, basic units, relative values or related listings are included in CPT®. AMA does not directly or indirectly practice medicine or dispense medical services. AMA assumes no liability for data contained or not contained herein. AMA disclaims any liability for any consequences due to use, misuse, or interpretation of information contained or not contained in Editorial Content. CPT® is a registered trademark of the American Medical Association. 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. FARS/DFARS apply.
   
   (b) The provision of an updated version of CPT in the SOFTWARE PRODUCT and/or any updates thereof is dependent upon CHURCHILL CONSULTING's continuing contractual relations with the AMA;
   
   (c) Client is prohibited from using CPT or information contained therein in any public electronic bulletin board or public computer-based information system (including the Internet and World Wide Web);
   
   (d) Client is prohibited from publishing, translating or transferring possession of the SOFTWARE PRODUCT or any copy or portion of it;
   
   (e) Client is prohibited from creating derivative works based on CPT and selling, leasing or licensing it or otherwise making the SOFTWARE PRODUCT or any portion thereof available to any unauthorized party;
   
   (f) CPT is copyright by the AMA and all notices of proprietary rights, including trademark and copyright in CPT must appear on all permitted back-up or archival copies made by the Client;

8. Description of Other Rights and Limitations

   (a) Limitations on Reverse Engineering, Decompilation and Disassembly. You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
   
   (b) Rental. You may not rent or lease or sublicense the SOFTWARE PRODUCT.
   
   (c) Software Transfer. You may permanently transfer all of your rights under this MSA only as part of a sale or transfer of all or substantially all of the assets of the Client, providing the Location stays the same and provided that you retain no copies, you transfer all of the SOFTWARE PRODUCT (including all component parts, the media and printed materials, any upgrades, this MSA and, if applicable, the Certificate(s) of Authenticity), and the recipient agrees in writing to be bound by the terms of this MSA. If the SOFTWARE PRODUCT is an upgrade, any transfer must include all prior versions of the SOFTWARE PRODUCT.
   
   (d) Termination. Without prejudice to any other rights or remedies available to CHURCHILL CONSULTING, CHURCHILL CONSULTING may terminate this MSA if you fail to comply with any of the terms and conditions of this MSA.
   
   (e) Enforcement. From on and after the due date of any sums payable by Client hereunder, interest shall, at CHURCHILL CONSULTING's option, accrue on the unpaid portion thereof at the rate of twelve (12%) percent per annum, but not exceeding the maximum rate allowed by law, and shall be payable on demand. If any amounts required to be paid by Client hereunder are not paid when due or if CHURCHILL CONSULTING is required to take any action to enforce any of the terms hereof (whether or not a lawsuit is actually commenced), then Client shall be responsible for all costs of collection and/or enforcement, including reasonable attorney's fees.

9. Copyright

   (a) All title and copyrights in and to the SOFTWARE PRODUCT (including but not limited to any images, photographs, animations, video, audio, music, text and "applets," incorporated into the SOFTWARE PRODUCT), the accompanying printed materials, and any copies of the SOFTWARE PRODUCT, are owned solely by CHURCHILL CONSULTING. You may not copy the printed materials accompanying the SOFTWARE PRODUCT. All rights not specifically granted under this MSA are reserved by CHURCHILL CONSULTING.
   
   (b) Subject to the hereinafter-described license, title to and all property rights in the Proprietary Materials, and all enhancements, improvements and modifications thereto and all copies and derivatives thereof, are and shall remain the sole and exclusive property of CHURCHILL CONSULTING. ALL PROPRIETARY MATERIALS ARE OR WILL BE COPYRIGHTED AND/OR PATENTED. OWNERSHIP OF ALL COPYRIGHTS AND PATENTS ARE AND WILL BE HELD AND RETAINED BY CHURCHILL CONSULTING. Promptly upon request by CHURCHILL CONSULTING, CLIENT will execute any documents that CHURCHILL CONSULTING may request to confirm the foregoing. (The below provisions are included to address the copyrighted forms that may be purchased in conjunction by CLIENT with the DIRECTREES® product).
   
   (c) CLIENT acknowledges and agrees that the Proprietary Materials constitute confidential and proprietary information of CHURCHILL CONSULTING. CLIENT agrees to maintain the Proprietary Materials in strict confidence and agrees not to disclose, duplicate or otherwise reproduce directly or indirectly, or to suffer or permit to be disclosed, duplicated or reproduced, the Proprietary Materials or any portion thereof in any form, or any materials or information relating thereto, except as otherwise specifically provided herein.
   
   (d) CLIENT agrees to store the Proprietary Materials in a secure place and to limit access to any and all Proprietary Materials to those of its employees who must have access to such Proprietary Materials in order to properly use the Proprietary Materials.
   
   (e) CLIENT agrees that neither it, nor any of its agents or employees, will at any time after the execution of this Agreement, without the prior written permission of CHURCHILL CONSULTING:
   
   (1) Copy, duplicate or permit any other person, corporation, or other entity to copy or duplicate the Proprietary Materials or any part thereof;
   
   (2) Create, attempt to create or permit others to create, the source program and/or object program from any computer programs or software forming part of the Proprietary Materials; and/or
   
   (3) Use the Proprietary Materials, or any part thereof, for any purpose other than that expressly permitted hereunder and then only during the term of the License.
   
   

10. No Liability for Consequential Damages

    To the maximum extent permitted by applicable law, in no event shall CHURCHILL CONSULTING be liable for any damages whatsoever (including without limitation, special, incidental, consequential, or indirect damages for loss of business profits, business interruption, loss of business information, interpretation of materials by user, or any other pecuniary loss) arising out of the use of or inability to use the SOFTWARE PRODUCT, even if CHURCHILL CONSULTING has been advised of the possibility of such damages. CHURCHILL CONSULTING is not responsible for claims by a third party. In any case, CHURCHILL CONSULTING's entire liability under any provision of this Agreement shall be limited to the amount actually paid by you for the SOFTWARE PRODUCT. In no event shall CHURCHILL CONSULTING be liable for any incidental, consequential or special damages from any cause whatsoever, including, without limitation, lost profits, loss of data or loss of goodwill, even if CHURCHILL CONSULTING has been advised of the possibility of such damages, or for any claim against client by any other party. except as expressly set forth herein, CHURCHILL CONSULTING makes no warranties or representations of any kind or nature, express or implied, including, but not limited to, any warranty of merchantability or fitness for a particular purpose.

11. Indemnity

    Client will indemnify and hold CHURCHILL CONSULTING, its officers, directors and employees, harmless from and against any claims, demands, costs, expenses (including reasonable attorneys' fees), liabilities and losses which may result or arise in connection with the operations of the Department, the use of the SOFTWARE and/or any breach by Client of its obligations under this Agreement.

12. Waiver

    In the event of any default by Client under this Agreement CHURCHILL CONSULTING may pursue any legal remedy available to collect any sums owing hereunder, and to enforce any and all other rights or remedies available to it and no such action shall operate as a waiver of any other right or remedy of CHURCHILL CONSULTING under the terms hereof, or the law. All rights and remedies of CHURCHILL CONSULTING are cumulative and not alternative, and no waiver of any default shall operate as a waiver of a subsequent default.