CPT

CPT END USER AGREEMENT

This CPT End User Agreement (“Agreement”) is incorporated into the Terms of Service of Luminello, Inc. (“Luminello”) and applies solely to the use of the content from the print publication Current Procedural Terminology, Fourth Edition (CPT®)and CPT Standard data file (the “Licensed Content”) published by the American Medical Association (the “AMA”) contained in the website at www.luminello.com and app.luminello.com (the “Licensed Product”). The Licensed Content is copyrighted by the AMA and CPT is a registered trademark of the AMA. This Agreement governs the rights to utilize the Licensed Content.  

1. Grant of Rights.

Luminello, as a party to a license agreement with the AMA, is authorized to grant you (“End User”) a limited, non-exclusive, non-transferable, non-sublicensable license for End User to use Licensed Content in Licensee’s Licensed Product(s), for the sole purpose of internal use by End User within the territories of Algeria, Argentina, Australia, Bahamas, Bahrain, Belgium, Bermuda, Brazil, British Virgin Islands, Canada, Cayman Islands, Chile, China, Colombia, Costa Rica, Cyprus, Denmark, Dominican Republic, Ecuador, El Salvador, Finland, France, Germany, Guatemala, Hong Kong, India, Ireland, Israel, Italy, Jamaica, Japan, Jordan, Kenya, Republic of Korea (South Korea), Kuwait, Lebanon, Mexico, New Zealand, Nigeria, Norway, Pakistan, Panama, Peru, Philippines, Portugal, Qatar, Saudi Arabia, Singapore, South Africa, Spain, Sweden, Switzerland, Thailand, Tunisia, Turkey, United Arab Emirates, United Kingdom, and United States and its territories.

2. Restrictions.

1. The provision of updated Licensed Content is dependent on the continuing contractual relationship between Luminello and the AMA. Upon termination of the contractual relationship between Luminello and the AMA, End User shall continue to have the right to use Licensed Content in the Luminello’s Licensed Product for the remainder of year of the then-current annual release (e.g., through the end of the applicable calendar year) (“End User Tail Period”). End User’s continued use of the Licensed Content during the End User Tail Period is subject to End User’s continued compliance with all its obligations under this Agreement. Upon the expiration of the End User Tail Period, the sublicense granted under this Agreement shall automatically terminate. 
2. End User is prohibited from making Licensed Content publicly available, creating derivative works (including translating), transferring, selling, leasing, licensing, or otherwise making available to any unauthorized party the Licensed Product, or a copy or portion of Licensed Content to any unauthorized party, including a subsidiary, affiliate, or other legal entity, however designated, for any purpose whatsoever except as expressly permitted in this Agreement.

3. Obligations.

1. End User must ensure that anyone with authorized access to the Licensed Product will comply with the provisions of this Agreement.
2. End User is required to keep records and submit reports including information necessary for the calculation of royalties payable to the AMA by Luminello, including but not limited to: (i) the name of End User; (ii) the city, state, and country of End User; and (iii) the name of the parent organization of End User (if applicable). End User expressly consents to the release of such information to the AMA. End User further agrees to provide, without delay, additional information that the AMA (as a third-party beneficiary) may reasonably request, to verify the information. Nothing herein shall require End User to submit or release information that would cause End User to be in violation of applicable federal or state privacy laws.

4. Third-Party Beneficiary.

AMA shall be named as a third-party beneficiary of this Agreement.

5. Disclaimer.

1. End User expressly acknowledges and agrees to the extent permitted by applicable law, use of the Licensed Content is at End User’s sole risk and the Licensed Content is provided “as is” without warranty of any kind. The AMA does not directly or indirectly practice medicine or dispense medical services. Fee schedules, relative value units, conversion factors and/or related components are not assigned by the AMA, are not part of CPT, and the AMA is not recommending their use. The Licensed Content does not replace the AMA’s Current Procedural Terminology book or other appropriate coding authority. The coding information contained in the Licensed Content should be used only as a guide. 
2. End User expressly acknowledges and agrees to the extent permitted by applicable law, use of the Licensed Content in the Licensed Product is at End User’s sole risk. Luminello does not directly or indirectly practice medicine or dispense medical services.

6. Notice.

U.S. Government End Users. CPT is commercial technical data, which was developed exclusively at private expense by the American Medical Association (AMA), 330 North Wabash Avenue, Chicago, Illinois 60611.  This agreement does not grant the Federal Government a direct license to use CPT based on FAR 52.227-14 (Data Rights – General) and DFARS 252.227-7015 (Technical Data – Commercial Items).

7. Termination.

This Agreement shall automatically terminate in the event of a breach by End User.

8. Severability.

In the event that a court or a regulatory body having proper authority and jurisdiction determines that a provision of this Agreement violates any applicable law or is otherwise unenforceable, the remainder of this Agreement shall remain in full force and effect.