Last updated February 18, 2016
PERSON, COMPANY, OR ORGANIZATION THAT WISHES TO ACCESS THE APPLICATION (“YOU”) AND INTELLIGENT MEDICAL OBJECTS, INC. (“IMO,” “WE,” “US” AND “OUR”). BY
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AND ANY OTHER UNDERLYING AGREEMENTS OR TERMS. IF YOU ARE ACCESSING THE APPLICATION PURSUANT TO AN ENTERPRISE LICENSE BETWEEN YOUR ORGANIZATION AND IMO
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“Application” – The Application is defined as the IMO® products you are provided access to, which may include, but are not limited to, IMO Anywhere®, IMO®
Problem IT terminology, IMO® Procedure IT terminology, and any corresponding documentation, associated media, printed materials, and online or electronic
documentation, and any updates to the Application which is provided to you, as accessed through an online portal or a mobile application.
“Authorized User” – An Authorized User is defined as you after receiving Log-In Credentials for the Application by us.
“CPT Editorial Content” – CPT® codes and descriptors.
“AMA” – The American Medical Association.
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emails to your email address provided during registration or on the “Account” page, receiving notices about your account (such as payment authorization,
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States to the Application for the limited purposes of: (i) searching the content within the Application for internal purposes solely in conjunction with
the clinical treatment of patients; and (ii) using the search results of the Application for internal purposes solely in conjunction with the clinical
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except as set forth herein, copy, duplicate, redistribute, loan, rent, retransmit, publish, license, sublicense or otherwise transfer, or
commercially exploit, the Application, in whole or part;
prepare derivative works of the Application;
incorporate the Application, in whole or part, into any system or work;
reverse engineer, decompile, disassemble, decrypt, translate, alter, adapt or modify the Application, in whole or part;
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notices provided on or with the Application or documentation, including any copy thereof;
provide or permit access to the Application, or any portion thereof, to any third party except agents that have agreed to terms no less
restrictive than those set forth in this Agreement;
provide or permit access to output of the Application to any third party except as is necessary to perform the clinical documentation and
diagnosis functions of the Application;
analyze or compare the Application, or any portion thereof including, but not limited to any output of the Application, with any third party
content source, or any portion thereof, for the purposes of augmenting, adapting, or modifying any third party content source;
use the Application in any manner that could damage, disable, overburden, or impair any of our equipment or interfere with any other party’s
use and enjoyment of the Application; or
attempt to gain access to any portion of the Application, or any of its content, other than those for which you are authorized.
We take all reasonable steps to ensure that the Application is available 24 hours every day, 365 days per year. However, websites do sometimes encounter
downtime due to server and other technical issues. Therefore, we will not be liable if the Application is unavailable at any time. The Application may be
temporarily unavailable due to issues such as system failure, maintenance or repair, or for reasons beyond our control. Where possible, we will try to give
Authorized Users advance warning of maintenance issues, but shall not be obliged to do so.
. While every effort is made to ensure that all content provided on the Application does not contain computer viruses and/or harmful materials, you should
take reasonable and appropriate precautions to scan for computer viruses or otherwise protect your computer, and you should ensure that you have a complete
and current backup of the applicable items on your computer. We disclaim any liability for the need for Applications or replacing equipment or data
resulting from your use of the Application. While every effort is made to ensure smooth and continuous operation, we do not warrant the Application will
operate error free.
The Application 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 the private expense by Intelligent Medical Objects, Inc., 60 Revere Drive, Suite 400,
Northbrook, Illinois 60062. 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
TERM AND TERMINATION
Your use of the Application begins when you first access to the Application and shall continue until your access to the Application is terminated pursuant
PAYMENTS AND BILLING
All license fees are non-refundable and payable in advance in the manner set forth in the order form filled out and submitted by or on behalf of you.
. By starting your subscription to the Application and providing or designating a payment method, you authorize us to charge you an annual membership fee
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. We reserve the right to adjust pricing for our Application or any components thereof in any manner and at any time as we may determine in our sole and
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. The subscription fee for our Application will be billed at the beginning of the paying portion of your subscription and on the anniversary of such date
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billing, in particular, as indicated below, if your payment method has not successfully settled. In the event the anniversary date of your paying
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debit or other payment clearance, as applicable, against your payment method. Unless otherwise stated differently, year or annually refers to your billing
. PAYMENTS ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS. Following any cancellation, however, you will continue to have
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. You may edit your payment method information by visiting your “Account” page, located at the top of the Application screen. If a payment is not
successfully settled, due to expiration, insufficient funds, or otherwise, and you do not edit your payment method information or cancel your account (see,
“Cancellation and Automatic Renewal Opt Out” below), you remain responsible for any uncollected amounts and authorize us to continue billing the payment
method, as it may be updated. This may result in a change to your payment billing dates. For certain payment methods, the issuer of your payment method may
charge you a foreign transaction fee or other charges. Check with your payment method service provider for details.
Cancellation and Automatic Renewal Opt Out
. You may cancel your subscription at any time, and you will continue to have access to the Application through the end of your annual billing period. WE
DO NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL-YEAR SUBSCRIPTION PERIODS. To cancel and opt out of automatic renewal, go to your “Account” page located
at the top of the Application screen and un-check the box marked “Automatic Renewal.” If you cancel your subscription, your account will automatically
close at the end of your current billing period. To see when your account will close, go to your “Account” page.
The Application may contain technological copy protection or other security features designed to prevent unauthorized use of the Application, including
features to protect against use of the Application: (i) beyond the scope of the license granted to pursuant to the above license grant; or (ii) prohibited
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any such copy protection or security features.
COLLECTION AND USE OF INFORMATION
We may, directly or indirectly through the services of others, collect and store information regarding use of the Application and about equipment through
which the Application is accessed and used, by means of providing maintenance and support services and security measures included in the Application as
described above. You may be required to provide certain information about yourself as a condition to using the Application. All information we collect
rights in and to the Application. At this time, we do not respond to web browser “do not track” signals.
By submitting an email address and telephone number to us, you agree that we can contact you directly or through an agent, at the email address and number
you provide, potentially using automated technology (including texts/SMS messaging) or a pre-recorded message. Your consent is not an obligation to receive
any of our products and/or services.
“Confidential Information” refers to the following items disclosed by us to you: (i) any information we mark “Confidential”; or (ii) any information that
Application, Log-In Credentials (defined below), and any updates to the Application shall be considered our Confidential Information.
Confidential Information to any other third party without our prior written consent. You will promptly notify IMO of any misuse or misappropriation of
Confidential Information that comes to your attention. Notwithstanding the foregoing, you may disclose Confidential Information as required by applicable
law or by proper legal or governmental authority. You will give the IMO prompt written notice of any such legal or governmental demand and reasonably
cooperate with IMO in any effort to seek a protective order or otherwise to contest such required disclosure, at the IMO’s expense.
You agree that breach of this section would cause us irreparable injury, for which monetary damages would not provide adequate compensation, and that in
addition to any other remedy, we will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a
bond or other security.
Retention of Rights
This section does not transfer ownership of Confidential Information or grant a license thereto. We retain all right, title, and interest in and to all
Subject to the terms and conditions stated herein, you will comply with the following provisions:
You may not allow or facilitate any access to the Application by any persons who are not Authorized Users. Access to persons who are not
Authorized Users is prohibited no matter how such access is obtained. You shall notify us promptly if you become aware of any access to the
Application by persons who are not Authorized Users.
You shall not share any log-in credentials, which include, but are not limited to usernames and passwords (collectively “Log-In Credentials”).
Users is expressly forbidden.
You represent and warrant that you are not an employee or agent of Health Language, a division of Wolters Kluwer Health.
USE OF NAME
All IMO Trademarks are owned by us and may not be used for any purpose without the prior written permission of IMO. “Trademarks” means all rights in and to
U.S. and foreign trademarks, service marks, trade dress, trade names, brand names, logos, trade dress, corporate names and domain names and other similar
designations of source, sponsorship, association or origin.
You agree to defend, indemnify, and hold us and our officers, directors, employees, contractors, licensors, suppliers and agents harmless from any claims,
liabilities, obligations, judgments, causes of actions, costs and expenses (including reasonable legal and accounting fees) arising out of, directly or
negligence. We shall have the right to approve the terms of any settlement or compromise that restricts our rights or subjects us to any ongoing
obligations. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by
you, in which event you will cooperate with us in asserting any available defenses.
OWNERSHIP AND USE
party content included in the Application, we have and shall have exclusive title to and ownership of all of our products, including the Application and of
all of its sub-parts and components, and of all Updates, modifications, alterations, customizations, derivative works, revisions or enhancements thereof,
and of all software, source code, and trade secrets, and proprietary research, equations, screens, techniques, methodology, analysis, programming or
know-how thereof. This shall include any modifications, alterations, customizations, derivative works, revisions or enhancements made to the Application by
Application, will be considered part of the derivative work and shall be owned by us with all rights assigned by you to IMO.
YOU ACKNOWLEDGE THAT THE APPLICATION IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WE MAKE NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR
IMPLIED, AS TO THE ACCURACY OR NATURE OF THE DATA FROM WHICH THE APPLICATION IS COMPILED, THE MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE NOR
THE COMPATIBILITY OF THE APPLICATION WITH YOUR HARDWARE AND SYSTEMS.
IN ADDITION, WITHOUT LIMITING THE FOREGOING, THE APPLICATION HAS BEEN DESIGNED FOR USE IN THE UNITED STATES ONLY. CLINICAL PRACTICE PATTERNS OUTSIDE THE
UNITED STATES MAY DIFFER SUBSTANTIALLY FROM INFORMATION SUPPLIED BY THE APPLICATION.
USE OF PROFESSIONAL JUDGMENT
THE INFORMATION PROVIDED IN THE APPLICATION IS NO SUBSTITUTE FOR INDIVIDUAL PATIENT ASSESSMENT BASED UPON YOUR EXAMINATION OF EACH PATIENT AND
CONSIDERATION OF THE FACTORS UNIQUE TO THAT PATIENT. THE APPLICATION SHOULD BE USED AS A TOOL TO HELP YOU DOCUMENT THE DIAGNOSTIC AND TREATMENT DECISIONS
OF EACH PATIENT, WHICH, AGAIN, IS BASED UPON THE INDIVIDUAL AND UNIQUE CIRUCMSTANCES THAT MAY LEAD YOU TO REACH DECISIONS NOT PRESENTED IN THE APPLICATION.
WE DO NOT PROVIDE MEDICAL APPLICATIONS TO PATIENTS AND ARE NOT ENGAGED IN THE PRACTICE OF MEDICINE. ANY USE OF THE APPLICATION BY YOU DOES NOT ABSOLVE YOU
OF YOUR OBLIGATION TO EXERCISE INDEPENDENT MEDICAL JUDGMENT IN RENDERING HEALTH CARE APPLICATIONS TO PATIENTS. THE PROFESSIONAL DUTY TO THE PATIENT IN
PROVIDING HEALTH CARE APPLICATIONS LIES WITH THE AUTHORIZED USER PROVIDING THE APPLICATIONS, NOT WITH US.
Limitation of Damages
YOUR USE OF OUR APPLICATION IS ENTIRELY AT YOUR OWN RISK. IN NO CASE SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTIES FOR ANY DIRECT OR INDIRECT, SPECIAL,
PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL DAMAGES, LOST PROFITS, DIMINUTION IN VALUE OR LOSSES OR INJURY YOU MAY INCUR IN CONNECTION WITH YOUR USE OR
INABILITY TO USE THE APPLICATIONS OR YOUR RELIANCE ON OR USE OF THE INFORMATION OR APPLICATIONS PROVIDED, OR THAT RESULT FROM MISTAKES, OMISSIONS,
INTERRUPTIONS, DELETIONS OR ANY FAILURE OF PERFORMANCE, OR ANY OF THE DATA OR OTHER MATERIALS TRANSMITTED THROUGH THE APPLICATION, REGARDLESS OF THE TYPE
OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION. THE LIABILITIES LIMITED BY THIS SECTION APPLY: (I) TO LIABILITY FOR NEGLIGENCE; (II) REGARDLESS OF THE FORM
OF ACTION, WHTHER IN CONTRACT, TORT, STRICT PRODUCT LIABILTY, OR OTHERWISE; (III) EVEN IF WE ARE ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN
QUSTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (IV) EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. IF APPLICABLE LAW LIMITS THE APPLICATION
OF THE PROVISIONS OF THIS SECTION, OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE.
We shall not have the responsibility for any delay or failure of performance resulting from causes beyond its reasonable control and without its fault or
negligence. In such event, IMO shall perform its obligations hereunder within a reasonable time after the cause of the delay or failure has been remedied.
Application; and (ii) you shall reimburse IMO for all reasonable expenses related to such and audit in addition to any other liabilities you may incur as a
result of such non-compliance.
responsible for compliance with the laws of the jurisdiction from which you access the Application. Our Application is subject to the United States export
control laws and regulations and may be subject to export or import regulations in other countries. You agree to strictly comply with all such laws and
regulations to ensure that neither the Application, nor any direct product thereof, is (i) exported, directly or indirectly, in violation of such export
laws; or (ii) is intended to be used for any purposes prohibited by such export laws, and you further acknowledge that you have the responsibility to
obtain authorization to export, re-export, or import any data through the Application, as may be required.
We make no representations that the content or the Application are appropriate or may be used or downloaded outside the United States. Access to the
Application may not be legal in certain countries outside the United States.
CPT® Editorial Content
Grant of Rights; Restrictions
The Application contains CPT Editorial Content licensed by the AMA.
The license granted for CPT Editorial Content is a nontransferable, nonexclusive license for the sole purpose of internal use by you within the
You are 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 the Application, or a copy or portion of the
Application, to any unauthorized party.
The provision of updated CPT Editorial Content within the Application is dependent on a continuing contractual relationship between IMO and the
You must ensure that anyone with authorized access to the Application will comply with the provisions of this Section titled “CPT ® Editorial Content.”
. You acknowledge that:
CPT Editorial Content is copyrighted by the AMA;
CPT is a registered trademark of the American Medical Association; and
The Application includes CPT Editorial 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
Medical Association, AMA Plaza, 330 N. Wabash Ave., Suite 39300, Chicago, Illinois, 60611-5885, USA. 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
. To the extent possible under the applicable laws, the warranties and liability for CPT Editorial Content as contained in the Application are provided "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 data, or that it will meet your requirements, and the AMA's sole responsibility is to make available to IMO replacement copies
of CPT Editorial Content if the data is not intact; and the AMA disclaims any liability for any consequences due to use, misuse, or interpretation of
information contained or not contained in the CPT Editorial Content.
Entire Agreement; Severability
court of competent jurisdiction to be unenforceable or illegal, then such unenforceable or illegal provision shall be deemed stricken (but only to the
full force and effect.
Waiver and Modification
by you and IMO. No waiver of any term shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or
Governing Law and Venue
(i) its conflict of law principles; or (ii) the 1980 United Nations Convention on Contracts for the International Sale of Goods. You irrevocably consent to
personal jurisdiction and venue in the United States District Court for the Northern District of Illinois or any Illinois court of competent jurisdiction
for any action brought in connection with this Agreement and waive any objection to the convenience of those forums. Any suit brought to enforce the
be entitled to recover its costs of litigation including reasonable attorney fees.
Cause of Action
YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE APPLICATION MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES.
OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
You represent and warrant that you are not subject to, and will not assume (i) any obligation inconsistent with its obligations hereunder and (ii) any
restriction which is violated by any disclosure of information it makes or receives hereunder.
In performing their obligations hereunder, we are each acting as separate and independent entities and neither of us is an agent or employee of the other.
be deemed to have been duly made if mailed by registered or certified mail, postage prepaid, sent by nationally recognized overnight delivery, addressed as
Intelligent Medical Objects, Inc.
60 Revere Drive, Suite 400
Northbrook, Illinois 60062
With copy to: Contracts Administrator
Phone: (847) 272-1242
Third Party Content
You acknowledge and agree that our ability to provide mappings to specific third party content depends upon our ability to secure and
maintain the appropriate license agreements with the owners of such third party content.
warranties, and/or representations of you with respect to times and/or events occurring prior to such termination, including the obligation to make
their nature should survive termination shall survive termination, including, without limitation, ownership provisions, order of precedence, warranty
disclaimers, indemnity and limitations of liability.
SNOMED CT® CODES
The Application includes SNOMED Clinical Terms (SNOMED CT®) which are used by permission of the International Health Terminology Standards Development
Organisation (IHTSDO). All rights reserved. SNOMED CT®, was originally created by The College of American Pathologists. “SNOMED” and “SNOMED CT” are
registered trademarks of the IHTSDO.
The Application includes all or a portion of the LOINC® table, LOINC panels and forms file, LOINC document ontology file, and/or LOINC hierarchies file, or
is derived from one or more of the foregoing, subject to a license from Regenstrief Institute, Inc. Your use of the LOINC table, LOINC codes, LOINC panels
and forms file, LOINC document ontology file, and LOINC hierarchies file also is subject to this license, a copy of which is available at http://loinc.org/terms-of-use. The current complete LOINC table, LOINC Users' Guide, LOINC panels and forms
file, LOINC document ontology file, and LOINC hierarchies file are available for download at http://loinc.org. The LOINC
table and LOINC codes are copyright © 1995-2016, Regenstrief Institute, Inc. and the Logical Observation Identifiers Names and Codes (LOINC) Committee. The
LOINC panels and forms file, LOINC document ontology file, and LOINC hierarchies file are copyright © 1995-2016, Regenstrief Institute, Inc. All rights
reserved. THE LOINC TABLE (IN ALL FORMATS), LOINC PANELS AND FORMS FILE, LOINC DOCUMENT ONTOLOGY FILE, AND LOINC HIERARCHIES ARE PROVIDED "AS IS." ANY
EXPRESS OR IMPLIED WARRANTIES ARE DISCLAIMED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. LOINC® is a registered United States trademark of Regenstrief Institute, Inc. A small portion of the LOINC table may include content (e.g., survey
instruments) that is subject to copyrights owned by third parties.