By accessing any webpage located within the www.mdguidelines.com and app.mdguidelines.com websites  (together, the “Website”) you are agreeing to these Website Terms of Use and the privacy policy located at www.mdguidelines.com/privacy (together, the “Terms”), which are an agreement between you (“you,” “Customer”), as the user of this Website, and Reed Group, LLC, a Colorado limited liability company d/b/a Reed Software and Services, Inc. in certain states (“we,” “us,” “ReedGroup”) located at 10355 Westmoor Drive, Westminster, CO 80021.  IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS, DO NOT ACCESS THIS WEBSITE.

If you are using this Website on behalf of an organization, by accessing the Website you represent that you have authority to bind the organization, and agree that such organization will also be bound by these Terms.  ReedGroup may modify these Terms from time to time, and by continuing to access the Website, you agree to be bound by any such modifications.

1. Access to MDGuidelines; User Agreement. Use of MDGuidelines (defined below), which is accessed by log-in on this Website, is governed by license agreements (each, a “User Agreement”), including, without limitation, the License Agreement below. These Terms are incorporated into any User Agreement under which you access MDGuidelines through this Website, and the terms of a User Agreement shall prevail in the event of a conflict with these Terms. To request access to MDGuidelines you may submit your request to guidelines_sales@mdguidelines.com. “MDGuidelines” means ReedGroup’s proprietary database, reference tools, and analyzer tools that provide evidence-based clinical guidelines and data analysis for disability durations, return-to-work, occupational health and related fields, including, without limitation, all tables of content, indexes, database content, indexing information, explanatory text, commentary, and other textual material, along with the compilation, arrangement, and format of the preceding items, which has been developed, selected, evaluated, coordinated, and assembled through the exercise by ReedGroup of substantial independent, creative effort and judgment contained therein and any upgrades, enhancements, modified versions, and additions thereto.

2. Durations Analyzer Tool. Customer’s use of the Durations Analyzer Tool is subject to Customer’s provision a Disability Data Set to ReedGroup in the template provided by ReedGroup with all data de-identified in conformity with the Health Insurance Portability and Accountability Act and its implementing regulations and any other applicable law. No personally identifiable information may be included in the Disability Data Set provided by Customer.  Customer is responsible for the accuracy and completeness of the Disability Data Set and acknowledges that ReedGroup will rely on such information for providing the Durations Analyzer Reports.  Customer represents and warrants that it owns (and will continue to own) the Disability Data Set. Customer hereby grants ReedGroup a perpetual, worldwide, non–exclusive, irrevocable, transferrable, and royalty–free license to use, display, publish, copy, make, have made, perform, modify, sublicense, and prepare derivative works from the Disability Data Set.  Customer agrees that, as between ReedGroup and Customer, ReedGroup is the owner of the Durations Analyzer Reports and all intellectual property rights associated therewith; provided, however, that such ownership does not extend to the underlying Disability Data Set, which is subject to the license in the immediately preceding sentence.  Subject to these Terms and any applicable User Agreement, ReedGroup grants Customer a limited perpetual, license to use, copy, excerpt, and display the Durations Analyzer Report for internal purposes only, in accordance with this Agreement.  All other rights are reserved by ReedGroup.  Without limiting the foregoing reservation of rights, Customer is prohibited from displaying, distributing or disclosing the Durations Analyzer Report or any portion thereof or derivative work created therefrom (i) to any third party, or (ii) on any website, social media page or any other medium or platform accessible by parties other than Customer, without ReedGroup’s written permission.  Upon receipt of such permission, Customer agrees to retain the copyright and confidentiality notices with respect thereto.  “Disability Data Set” means Customer’s disability duration data and other related data provided by Customer to ReedGroup. “Durations Analyzer Tool” means the data analysis tool of MDGuidelines that may be used on this Website, or licensed by Customer as a Module, for comparing Customer’s Disability Data Set against ReedGroup’s proprietary database of disability and associated information resulting in the creation of Durations Analyzer Reports. “Durations Analyzer Report” means a report generated by the Durations Analyzer Tool.

3. No Unlawful or Prohibited Use of Website. Using this Website in a manner that is contrary to applicable law is strictly prohibited. You agree not to, directly or indirectly: (a) access or use the Website in a manner that could interfere with, damage, disable, degrade, or disrupt (i) the Website, (ii) any other party’s access to and use of the Website, or (ii) the integrity or performance of any ReedGroup services, systems or other offerings; (b) circumvent or disable any security features associated with the Website; or (c) attempt to gain unauthorized access to the Website. ReedGroup reserves the right to block your use of this Website at any time for any reason at our sole discretion. You may contact ReedGroup at guidelines_sales@mdguidelines.com with any questions regarding these Terms or this Website.

4. No Warranties. THIS WEBSITE IS PROVIDED “AS-IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS CONCERNING ANY PRODUCTS, SOFTWARE, SERVICES, INFORMATION, REPORTS, OR DATA PROVIDED THROUGH OR IN CONNECTION WITH THIS WEBSITE. SPECIFICALLY, REEDGROUP DISCLAIMS ANY AND ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF NON-INFRINGEMENT, TITLE, ACCURACY, WORKMANLIKE EFFORT, SUITABILITY, RELIABILITY, TIMELINESS, LACK OF VIRUSES OR OTHER HARMFUL COMPONENTS, COMPLETENESS, USEFULNESS, AVAILABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. ALL SUCH WARRANTIES ARE EXCLUDED TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW.

5. No Medical or Legal Advice. The website IS not intended to provide medical or legal advice. Reedgroup does not directly or indirectly direct care, mandate or prohibit ANY Treatments, practice medicine or dispense medical services or provide legal advice.

6. ReedGroup Intellectual Property. MDGuidelines, this Website, all Website content (including the copyright therein) and all logos, product and service names, and registered and unregistered trademarks and service marks, know-how and other intellectual property herein are owned or licensed by ReedGroup unless otherwise indicated, and ReedGroup does not transfer any rights to any such intellectual property by placing it on this Website. You acknowledge that MDGuidelines and the Website have been developed, selected, evaluated, coordinated, and assembled through the exercise by ReedGroup of substantial independent, creative effort and judgment contained therein and are protected by copyright; you agree that unauthorized copyright or use thereof would threaten irreparable harm to ReedGroup, and agree not to challenge ReedGroup’s exclusive rights therein at any time. No portion of this Website may be reproduced, distributed or used to make a derivative work in any form without the prior written consent of ReedGroup.  This Website is ©2018 ReedGroup.  All Rights Reserved.

7. Links to Third-Party Sites. The Website may contain links to third party web sites (“Linked Sites”). Linked Sites are not under the control of ReedGroup, and ReedGroup is not responsible for the contents or functionality of any Linked Site. ReedGroup assumes no liability and exercises no control over Linked Sites or advertisers and their sites. You are solely responsible for any transactions you enter into with any third parties, including Linked Sites and advertisers.

8. Indemnification. You agree to indemnify and hold ReedGroup, its affiliates, directors, officers, employees, agents, successors, assigns, and licensors harmless from any loss, including reasonable attorneys’ fees and court costs, arising out of or related to your access to and use of this Website (through log-in access or otherwise) and/or your violation of these Terms. You shall fully cooperate at your expense in the defense of any such claim.

9. Limitation of Liability. NEITHER REEDGROUP NOR ANY OF ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS, OR LICENSORS SHALL BE LIABLE TO YOU OR OTHER THIRD PARTY FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR FOR DAMAGES RELATING TO LOST PROFITS OR REVENUE, LOSS OF DATA OR USE, COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR DOWNTIME COSTS, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, IN CONNECTION WITH THIS WEBSITE, EVEN IF REEDGROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE FORESEEABLE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, THE RESPECTIVE LIABILITY OF REEDGROUP, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS, OR LICENSORS RESPECTIVE LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY SUCH STATE LAW. IN NO EVENT SHALL REEDGROUP’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) RELATED TO THIS WEBSITE EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR USING THIS WEBSITE.

10. Dispute Resolution. Any claim between the parties arising out of or relating to these Terms or use of this Website (each, a “Claim”) will be resolved by a single arbitrator in Denver, Colorado, pursuant to proceedings administered by the American Arbitration Association under its rules for resolution of commercial disputes on an expedited basis with minimal discovery. The arbitrator’s award will be final and binding. The courts of the State of Colorado or the United States District Court for the District of Colorado will have exclusive jurisdiction and venue over (a) any action concerning the enforcement of an arbitration award, or (b) if arbitration is not permitted by law, any Claim. The laws of the United States and the State of Colorado govern these Terms without regard to conflict of laws principles. Regardless of any statute or law to the contrary, any claim, controversy, or cause of action arising out of or related to these Terms or use of this Website must be filed by you within one (1) year after such claim or cause of action arose, or forever be barred. EACH PARTY IRREVOCABLY WAIVES ALL RIGHTS TO A JURY TRIAL IN ANY CLAIM.

11. Miscellaneous

a. Entire Agreement. These Terms, together with any applicable User Agreement, constitute the entire agreement between you and us regarding your access to and use of this Website and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, regarding the Website.

b. Admissibility. A printed version of these Terms, any evidence of the existence of these Terms and/or any associated terms (including without limitation click-throughs), and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

c. Submissions. You grant ReedGroup a perpetual, nonexclusive, world-wide, royalty free, sub-licensable, assignable license to use any submissions you make via the Website (i.e., user-generated content including but not limited to: data for the Durations Analyzer Tool, comments, suggestions, forum messages, reviews, text, video, audio and photographs) (each, a “Submission“). You represent and warrant that your Submissions do not violate, plagiarize, or infringe upon the rights of any third party, including copyright, trademark, privacy or other personal or proprietary rights or contain libelous or otherwise unlawful material.  ReedGroup is not responsible for any lost or unrecoverable content contained in a Submission you make to the Website.

d. Severability. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the remaining provisions will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

License Agreement

By accessing MDGuidelines you (“you,” “Customer”) agree to be bound by the terms of this License Agreement (“License Agreement”) (formerly titled the “MDGuidelines End User License Agreement”), which is located at the footer of www.mdguidelines.com.  The terms of this License Agreement may be relocated and modified by ReedGroup from time to time.   By continuing to access MDGuidelines, you agree to be bound by any such modifications. IF YOU DO NOT WISH TO BE BOUND BY THIS LICENSE AGREEMENT, DO NOT ACCESS MDGUIDELINES.

This License Agreement incorporates the Website Terms of Use above when your access to MDGuidelines occurs through the www.mdguidelines.com  website (the “Website”), provided that this License Agreement shall control in the event of a conflict with the Website Terms of Use.  “ReedGroup” means Reed Group, LLC., a Colorado corporation d/b/a Reed Software and Services, Inc. in certain states.

1. Definitions

“Authorized User” means a unique individual provided access to MDGuidelines by Customer whose access has not been terminated.  If Customer is purchasing access only for him/herself, Customer is also an Authorized User.

“Customer’s System” means the software controlled by Customer that connects to ReedGroup’s application programming interface (“API”) for access to MDGuidelines, if applicable.

“Effective Date” means the earlier of (a) the Effective Date defined in an Order (as defined below), or (2) the date of Customer’s first access to MDGuidelines.

 “Login Information” means the unique user name and password information for each Authorized User accessing MDGuidelines through the Website.

“Modules” means various groupings of information and functions within MDGuidelines, which may be licensed together or separately.  For example, without limitation, Durations Analyzer Tool, Duration Views and Formulary are each a Module of MDGuidelines.

“Order” means the documentation connected to the delivery of Login Information to Customer, if applicable, and describing a Customer’s access to MDGuidelines, which may include, without limitation, a list of Modules, the Term (as defined below), fees and payment terms, number of Seats (as defined below), if applicable, and related Services (as defined below), if any.   An Order incorporates the terms of this License Agreement.  In the event of any conflict between an Order and this License Agreement, this License Agreement shall control, unless expressly stated otherwise in an Order signed by both parties.

“Seats” mean the maximum number of individuals who may be given access to MDGuidelines by Customer at any given time during the Term.

“Services” means the support, consulting, or other professional services purchased in an Order, if applicable.

“SOW” means a written statement of work entered into between Customer and ReedGroup that further specifies the Services set forth in an Order, such as location, timeline, and other details about the Services.

“Term” means the period for which Customer is granted access to MDGuidelines as set forth in an Order.  If no such period is set forth in an Order, then the Term shall be one calendar month from the Effective Date.

2. Ownership of MDGuidelines; Grant of License. With the exception of third-party data, including but not limited to CPT® Material (as defined below), ICD-10 (WHO), ICD-9-CM, ICD-10-CM codes and descriptions, Healthcare Cost and Utilization Project (HCUP) data, MDGuidelines and all content therein and all rights therein, including all copyright rights, are exclusively owned by ReedGroup. Subject to the other terms of this License Agreement and Customer’s timely payment of any applicable fees, ReedGroup grants to Customer a limited, non-exclusive, revocable, non-transferable, non-sublicensable license during the Term to access and use the Modules identified in an Order in the manner set forth in an Order and for the purpose set forth in an Order or, if no purpose is set forth in an Order, then for Customer’s internal business purposes only. ReedGroup and its licensors reserve any and all rights not explicitly granted in this License Agreement.

3. Limitations on Use of MDGuidelines. Customer agrees to access and use MDGuidelines in strict compliance with this License Agreement, the applicable Order, and applicable law.  Under no circumstances shall Customer use MDGuidelines, or any portion thereof, to develop a competitive product or service. Customer agrees that it will not permit access to, use by, or disclosure of MDGuidelines to any third parties, except as explicitly authorized herein.  Customer will not modify, reproduce, distribute, create derivative works (including translations) from, transfer, sell, lease, license, market, display, distribute (including via the Internet or other public computer based system), publish, “frame”, “mirror”, “scrape”, cache, or remove or alter any proprietary notices or labels from, any portion of MDGuidelines, including any content therein, unless authorized by ReedGroup in writing to do so.  Any such permitted reproduction of any portion of MDGuidelines must be attributed to ReedGroup as follows: “Reproduced from MDGuidelines® with permission from Reed Group, LLC.  ©2023 Reed Group, LLC.  All Rights Reserved.”  Customer will update the copyright year annually.  Further, Customer will not decompile, disassemble, merge, enhance, reverse engineer, or attempt to discover any source code, underlying ideas, underlying user interface techniques, or algorithms, or attempt to circumvent any use restrictions, or take any steps to avoid or defeat security measures associated with MDGuidelines.  Customer agrees not to access or use MDGuidelines in any manner that could damage, disable, overburden, or impair MDGuidelines (or any network connected to MDGuidelines) or interfere with any other authorized party’s use of MDGuidelines. Customer agrees to comply fully with any subsequent instructions or demands of ReedGroup regarding Customer’s access to and use of MDGuidelines.

4. Limitation on Use of American Medical Association CPT® Content. Notwithstanding anything to the contrary in this License Agreement, the right to use content provided by the American Medical Association, 330 North Wabash, Suite 39300, Chicago, Illinois 60611-5885 (“AMA”) in the form of CPT® codes and code descriptions (the “CPT® Material”) is limited by this section and by ReedGroup’s agreement with the AMA. The provision of updated CPT® Material is dependent upon the continuing contractual relationship between ReedGroup and the AMA. CPT® Material is copyrighted by the AMA. “CPT” is a registered trademark of the AMA. Customer is prohibited from making CPT® Material publicly available creating derivative works (including translating), transferring, selling, leasing, licensing, or otherwise making available to any unauthorized party, including a subsidiary, affiliate, or other legal entity, however designated, or a copy or any portion thereof for any purpose whatsoever except as expressly permitted in this License Agreement. Notwithstanding anything to the contrary in this License Agreement, Customer may use the CPT Material for internal purposes only within the United States of America and may make copies of the CPT® Material for back up or archival purposes only, provided that such copies contain trademark and copyright notices attributing ownership of the CPT® Material and the CPT® trademark to the AMA. Customer expressly acknowledges and agrees to the extent permitted by applicable law, use of the CPT® Material is at Customer’s sole risk and the CPT® Material 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 the CPT® Material, and the AMA is not recommending their use. The CPT® Material does not replace the AMA’s Current Procedural Terminology book or other appropriate coding authority. The coding information contained in the CPT® Material should be used only as a guide. Customer is required to keep records and submit reports including information necessary for the calculation of royalties payable to the AMA by ReedGroup, of the same type as required of ReedGroup under this License Agreement. Customer consents to the release of such information to the AMA. Customer further agrees to provide, without delay, additional information that the AMA may reasonably request, to verify the information. Nothing herein shall require Customer to submit or release information that would cause Customer to be in violation of applicable federal or state privacy laws. The CPT® Material is commercial technical data, which was developed exclusively at private expense by the AMA.  This License Agreement does not grant the Federal Government a direct license to use the CPT® Material based on FAR 52.227-14 (Data Rights – General) and DFARS 252.227-7015 (Technical Data – Commercial Items). Customer must ensure that anyone with authorized access to the CPT® Material will comply with the provisions of this Section 4.  .

5. Limitation on Use of ICD-10, ICD-9-CM, and ICD-10-CM Codes Content. Notwithstanding anything to the contrary in this License Agreement, the ICD-9-CM and ICD-10-CM codes and descriptions used in MDGuidelines are public domain information per the Medicare/Medicaid branch of the U.S. Government. The ICD-10 codes and descriptions are licensed to ReedGroup from the World Health Organization (WHO). The right to use the ICD-10 codes is limited by this section and by ReedGroup’s agreement with WHO.  The use of the ICD-10 codes in MDGuidelines does not imply any endorsement by WHO of MDGuidelines.  The ICD-10 codes shall not be amended, abridged, translated, deleted, or in any way changed without the consent of WHO.  The ICD-10 codes are for the internal use of the end user.  They are not to be reproduced, transmitted or distributed outside of the user’s organization in any form or by any means other than limited distribution to end user clients as expressly licensed in this License Agreement.  ICD-10 codes are distributed without warranty of any kind, either express or implied.  IN NO EVENT SHALL WHO BY LIABLE FOR DAMAGES, INCLUDING ANY GENERAL, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE USE OF ICD-10 CODES.

6. Services. ReedGroup will provide Services if described in an applicable Order and/or SOW (as defined below) incorporating the terms of this License Agreement. Customer will provide ReedGroup with the information, data, and other materials that Customer is required to provide under the Order and/or SOW in order for ReedGroup to perform the Services.  Customer is responsible for the accuracy and completeness of such materials and acknowledges that ReedGroup will rely on such information for performance of the Services.  Services may be ordered with or without an SOW at the parties’ discretion. This License Agreement shall control in the event of a conflict with an SOW, unless expressly stated otherwise in an SOW signed by both parties.

7. Term and Termination. This License Agreement is effective as of the Effective Date through the date on which the Term expires or this License Agreement is terminated in accordance with this section.  ReedGroup reserves the right to immediately suspend or terminate access to MDGuidelines in the event Customer violates, or ReedGroup reasonably suspects that Customer has violated, the terms and conditions of this License Agreement. In addition, either party may terminate this License Agreement upon thirty (30) days’ notice of the other party’s material breach, unless that breach is cured during such period. Termination does not relieve Customer of its obligation to make payment of any applicable fees, subject only to a contrary determination by an arbitrator pursuant to Section 17 (Dispute Resolution) if Customer terminates for cause.  Upon termination or expiration of this License Agreement, Customer will immediately cease any and all access to and use of MDGuidelines, including all content therein.  Sections 2 (Ownership; Grant of License), 3, 4, 5 (Limitations on Use), 11 (Limited Warranty), 12 (No Medical or Legal Advice), 13 (Intellectual Property), 14 (Confidential Information), 15 (ReedGroup Indemnity), 16 (Customer Indemnity), 17 (Limitation of Liability), 18 (Dispute Resolution), 19 (Injunctive Relief), and 20 (Miscellaneous) will survive any expiration or termination of this License Agreement.

8. Order and Fees. Unless otherwise stated in an applicable Order signed by both parties, all fees are due and payable within 30 days from the date of an invoice delivered from ReedGroup to Customer. For Orders that include license fees based on a certain number of Seats, Customer will pay such fees based on the number of Seats indicated in the Order even if the number of Authorized Users is less than the number of Seats at any time during the Term. ReedGroup will be entitled to audit upon reasonable advance request, no more than once annually, the books and records of Customer for the purpose of confirming compliance with this License Agreement and the applicable Order, including verification of the number of Authorized Users accessing MDGuidelines and/or number of transactions made via the API, as applicable.  Any unpaid fees overdue by 30 days will be subject to a 1.5% late fee for each month or the maximum permitted under applicable law. Customer agrees to pay the reasonable cost of collection of any amounts due under this License Agreement, including without limitation reasonable attorney’s fees and costs incurred in connection with same regardless of whether a legal proceeding is initiated.  Customer will be responsible for any and all taxes levied on transactions under this License Agreement other than taxes on ReedGroup’s income.  If Customer purchases an annual paid subscription hereunder, the annual paid subscription will automatically renew unless Customer gives at least 60 days’ written notice to ReedGroup of non-renewal prior to Customer’s subscription expiration date, and Customer agrees to pay the applicable subscription fees by the renewal date.  For such annual renewals, if ReedGroup has your payment method on file, you agree that ReedGroup may process payment for the applicable annual subscription fee without further authorization.

9. Authorized Users. Customer will ensure that each Authorized User complies with the terms of this License Agreement.  Customer is responsible for the acts and omissions of its Authorized Users.  For access to MDGuidelines through the Website, Customer will ensure that at any given time during the Term the number of Authorized Users assigned by Customer will not exceed the number of Seats described in an applicable Order.  A Seat may be associated with no more than one Authorized User at any given time during the Term.  A Seat may be surrendered to the Customer and reassigned to another Authorized User only upon notice to ReedGroup; provided, however, that if Customer is the only Authorized User, Customer may not reassign his/her Seat to any other individual.

10. Login Information. For access to MDGuidelines through the Website, each Authorized User will be assigned unique Login Information, even if a Seat is reassigned from one individual to another.  No Login Information may be shared, assigned, loaned, or otherwise made available by the applicable Authorized User to any other individual.  Customer agrees to notify ReedGroup immediately of any unauthorized use of Login Information or MDGuidelines, or of any other breach of security. Customer is exclusively responsible for maintaining the confidentiality of Login Information.

11. Limited Warranty. ReedGroup warrants to Customer that ReedGroup is the owner or licensee, as applicable, of MDGuidelines.  ReedGroup warrants that MDGuidelines does not infringe upon any third party United States copyright.  CUSTOMER’S EXCLUSIVE REMEDY FOR A BREACH OF THE PRECEDING LIMITED WARRANTY WILL BE, AT REEDGROUP’S OPTION, EITHER (I) RETURN OF THE PRORATED PORTION OF ANY REMAINING ANNUAL FEE, OR (II) PROVIDING A FIX, PATCH, WORKAROUND, OR REPLACEMENT OF THE PORTION OF MDGUIDELINES THAT DOES NOT MEET SUCH LIMITED WARRANTY.  EXCEPT AS EXPRESSLY PROVIDED HEREIN, MDGUIDELINES AND ANY SERVICE PROVIDED HEREUNDER IS PROVIDED “AS-IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED.  SPECIFICALLY, REEDGROUP DISCLAIMS ANY AND ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF NON-INFRINGEMENT, TITLE, ACCURACY, WORKMANLIKE EFFORT, SUITABILITY, RELIABILITY, TIMELINESS, LACK OF VIRUSES OR OTHER HARMFUL COMPONENTS, COMPLETENESS, USEFULNESS, AVAILABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. ALL SUCH WARRANTIES ARE EXCLUDED TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW.

12. No Medical or Legal Advice. MDGUIDELINES AND ANY SERVICE PROVIDED HEREUNDER IS NOT INTENDED TO BE MEDICAL OR LEGAL ADVICE. REEDGROUP DOES NOT DIRECTLY OR INDIRECTLY INSTRUCT CARE, MANDATE OR PROHIBIT ANY TREATMENTS, PRACTICE MEDICINE OR DISPENSE MEDICAL SERVICES OR PROVIDE LEGAL ADVICE.  “RECOMMENDED” AND RELATED TERMS REFER ONLY TO THE STATUS OF EVIDENCE SUPPORT.  NOTHING IS INTENDED TO CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY PARTICULAR DRUG, PRODUCT, SERVICE, THERAPY, OR TREATMENT (“TREATMENTS”).  REFERENCE TO ANY SPECIFIC TREATMENT BY TRADE NAME, TRADEMARK, MANUFACTURER, OR OTHERWISE DOES NOT CONSTITUTE OR IMPLY ITS ENDORSEMENT OR RECOMMENDATION BY REEDGROUP OR ITS SUPPLIERS (INCLUDING ITS INDEPENDENT REVIEWERS AND MEDICAL ADVISORY BOARD).  REEDGROUP DOES NOT REPRESENT OR WARRANT THAT ANY PARTICULAR TREATMENTS ARE SAFE, APPROPRIATE OR EFFECTIVE FOR ANY PARTICULAR PATIENT, OR THAT THEY ARE COVERED BY ANY PARTICULAR HEALTH PLAN OR INSURANCE. THE INFORMATION AVAILABLE THROUGH MDGUIDELINES MAY INCLUDE USES FOR TREATMENTS THAT HAVE NOT BEEN APPROVED BY THE U.S. FOOD AND DRUG ADMINISTRATION OR OTHER APPLICABLE REGULATORY BODIES. HEALTH AND LEGAL INFORMATION CHANGES QUICKLY.  ALWAYS SEEK THE ADVICE OF A LICENSED HEALTH CARE PROFESSIONAL OR ATTORNEY, AS APPLICABLE.  IF YOU ARE A HEALTH CARE PROFESSIONAL, YOU MUST USE YOUR OWN EXPERTISE TO DETERMINE WHETHER PARTICULAR TREATMENTS ARE SUITABLE FOR YOUR PATIENT.

13. Intellectual Property. The software programs, tools, utilities, processes, methods, techniques and other materials used or developed by ReedGroup in the course of performing its obligations under this License Agreement, including, without limitation, MDGuidelines and the Services, contain valuable Intellectual Property that are owned or licensed by ReedGroup (“ReedGroup IP”), and there is no intent by this License Agreement to transfer any rights in Reed Group IP over to Customer, except as expressly provided herein. As used herein, “Intellectual Property” means all rights in patents, copyrights, moral rights, trade secrets, trademarks, service marks and other intellectual property rights.

14. Confidential Information. Each party agrees that it will not, without the prior written consent of the other party: (a) disclose any Confidential Information (as defined below) of the other party other than as permitted under this License Agreement; or (b) use any Confidential Information of the other party except for the purpose of fulfilling its respective obligations under this License Agreement. The degree of care employed by each party to protect Confidential Information of the other party will be no less protective than the degree of care used by such party to protect its own Confidential Information of like importance. “Confidential Information” means any information, whether oral, electronic, visual, or in writing, that is disclosed by one party (the “Discloser”) to the other party (the “Recipient”), provided that:  (i) if disclosed in written, electronic or other tangible form is clearly marked as confidential, restricted, proprietary or with a similar designation (a “Proprietary Legend”); (ii) if disclosed orally or in another manner that prevents the information from being marked with a Proprietary Legend is designated by the Discloser as confidential, restricted, proprietary or with words of similar meaning at the time of initial disclosure; or (iii) given the nature of the information or the context of disclosure, a person exercising reasonable business judgment would understand to be Confidential Information of Discloser.  Notwithstanding anything to the contrary, Confidential Information does not include information which:  (i) is publicly disclosed by the Discloser or in the public domain through no fault of the Recipient; (ii) prior to disclosure by the Discloser hereunder, was lawfully known or within the lawful possession of the Recipient without an obligation to keep it confidential; (iii) is acquired by Recipient from a third party who to Recipient’s knowledge had the right to disclose it and who provided it without restriction on its use or disclosure; (iv) is independently developed by the Recipient without the use of, or reference to, the Discloser’s information provided pursuant to this License Agreement; or (iv) was authorized by the Discloser in writing to be disclosed by the Recipient without restriction.

15. ReedGroup Indemnity. In the event that a third party brings an action against Customer alleging that MDGuidelines infringes or misappropriates a third party United States copyright (an “IP Claim”), ReedGroup will defend and/or settle such IP Claim, provided that: (a) Customer provides prompt written notice of such IP Claim to ReedGroup; (b) Customer fully cooperates with ReedGroup’s defense or settlement of the IP Claim, and (c) ReedGroup has the right to fully control the defense and settlement of such IP Claim.  ReedGroup will indemnify Customer against all damages finally awarded against Customer (or the amount of any settlement ReedGroup enters into) with respect to such IP Claim.  Notwithstanding the foregoing, ReedGroup will have no liability for: (x) any use of MDGuidelines for no fee, (y) any IP Claim based on the use of combination of any portion of MDGuidelines with any other technology or materials not provided by ReedGroup under this License Agreement if such infringement would not have occurred without such use or combination, or (z) any IP Claim arising from Customer’s own negligence, malfeasance, willful misconduct, or breach of this License Agreement.  If MDGuidelines becomes or, in ReedGroup’s opinion, is likely to become the subject of an IP Claim, ReedGroup may, at its option, procure for Customer the right to continue using MDGuidelines, modify or replace MDGuidelines with functionally equivalent non-infringing solution, or terminate this License Agreement and refund a pro-rata portion of any prepaid fees for the remainder of the Term.  THE FOREGOING IS REEDGROUP’S SOLE AND EXCLUSIVE OBLIGATION, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO AN IP CLAIM, EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 11.

16. Customer Indemnity. Customer will defend, indemnify and hold harmless ReedGroup and its affiliates, directors, officers, employees, agents, and licensors from and against any and all claims, demands, actions, suits, costs, losses, damages, liabilities, settlements, judgments and expenses (including but not limited to attorneys’ fees and costs) that arise out of or relate to the Disability Data Set or Customer’s (for clarification, including its affiliates’ and respective Authorized Users’) use of ReedGroup IP, except to the extent that ReedGroup has an obligation to indemnify Customer as set forth in Section 15 above.  ReedGroup will have the option to participate and appear in the defense, and/or undertake and control such defense.  Settlement may not incur any liability to, stipulate any fault of, or prejudice any right of ReedGroup, without ReedGroup’s written consent.

17. Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR FOR DAMAGES RELATING TO LOST PROFITS OR REVENUE, LOSS OF DATA OR USE, COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR DOWNTIME COSTS, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, IN CONNECTION WITH THIS LICENSE AGREEMENT OR ARISING OUT OF USE OF MDGUIDELINES OR ANY SERVICES HEREUNDER, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE FORESEEABLE, EXCEPT FOR CUSTOMER’S BREACH OF LIMITATIONS ON USE UNDER THIS LICENSE AGREEMENT, A PARTY’S OBLIGATIONS UNDER SECTIONS 15 AND 16 (INDEMNIFICATION), OR A PARTY’S BREACH OF SECTION 14 (CONFIDENTIAL INFORMATION).  THE PARTIES AGREE THAT THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS LICENSE AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. REEDGROUP’S TOTAL LIABILITY UNDER THIS LICENSE AGREEMENT (EXCEPT FOR ITS OBLIGATIONS IN SECTION 14 ABOVE) WILL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO REEDGROUP UNDER THIS LICENSE AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

18. Dispute Resolution. Any claim between the parties arising out of or relating to this License Agreement (each, a “Claim”) will be resolved by a single arbitrator in Denver, Colorado, pursuant to proceedings administered by the American Arbitration Association under its rules for resolution of commercial disputes on an expedited basis with minimal discovery. The arbitrator’s award will be final and binding. The courts of the State of Colorado or the United States District Court for the District of Colorado will have exclusive jurisdiction and venue over (a) any action concerning the enforcement of an arbitration award, or (b) if arbitration is not permitted by law, any Claim. The laws of the United States and the State of Colorado govern this License Agreement without regard to conflict of laws principles. EACH PARTY IRREVOCABLY WAIVES ALL RIGHTS TO A JURY TRIAL IN ANY CLAIM.

19. Injunctive Relief. Notwithstanding Section 18 to the contrary, if a breach or threatened breach of confidentiality provisions, intellectual property provisions, or restrictions on use under this License Agreement may, in ReedGroup’s reasonable view, result in immediate and irreparable injury for which monetary damages may not be adequate, ReedGroup will be entitled to apply to an appropriate court for equitable relief, including injunctive relief and specific performance.  Customer specifically agrees to waive any requirement for the posting of bond or other security in connection with this section.

20. Miscellaneous.

a.Entire Agreement. This License Agreement, together with the Terms (if applicable), and any applicable Order and SOW, constitutes the entire agreement between the parties with respect to Customer’s use of and access to MDGuidelines, and any other subject matter hereof, and supersedes any prior or contemporaneous agreements, representations, or proposals, oral or written, between the parties concerning such subject matter. Furthermore, this License Agreement will prevail over, and does not incorporate, the terms and conditions of any Customer-issued purchase order, which will have no force or effect, even if ReedGroup accepts or does not expressly reject such purchase order.

b. Construction and Interpretation. Use of the word “and” means “and/or”.  “Including” means “including without limitation”.  Section names are for convenience of reference only.  References to Customer include Authorized Users, where appropriate.  If any part of this License Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of the License Agreement will continue in full force and effect.  Each party agrees that it has had the opportunity to obtain legal counsel and this License Agreement will not be construed against either party as the drafter.

c. Relationship of the Parties. The parties agree that ReedGroup is an independent contractor and no joint venture, partnership, employment, or agency relationship exists between Customer and ReedGroup as a result of this License Agreement.

d. Assignment. This License Agreement may be assigned or delegated by ReedGroup but may not be assigned or delegated by Customer without the prior written consent of ReedGroup.  Any purported assignment or delegation of this License Agreement in violation of this section is null and void.  This License Agreement will bind and inure to the benefit of each party’s successors and permitted assigns.

e. Changes and Interruptions of Service; Force Majeure. IN NO EVENT WILL REEDGROUP BE LIABLE TO YOU OR ANY THIRD PARTY DUE TO REEDGROUP PERFORMANCE OF SYSTEM MAINTENANCE AND RELATED SERVICES, OR THE OMISSION THEREOF. ReedGroup may perform routine and emergency maintenance on its equipment and systems, which may result in interrupted service or access to MDGuidelines. ReedGroup will not be liable for failure to perform any obligations if such failure is as a result of circumstances beyond the reasonable control of ReedGroup, including but not limited to acts of God (e.g. fire, flood, or other natural disaster), war or hostilities (regardless of whether war is declared), terrorist activities, government sanction, labor dispute, denial of service attacks, or lockout or interruption or failure of electricity, internet, or telephone service.

f. Notices given under this License Agreement shall be delivered in writing to ReedGroup at 10355 Westmoor Drive, Westminster, CO 80021, Attention: General Counsel, or, in the case of Customer, to the address specified on an applicable Order by either (a) United States certified mail, return receipt requested, postage prepaid, or (b) nationally-recognized overnight courier (such as FedEx). Notices are deemed made three (3) business days after deposit in the U.S. mail or one (1) business day after delivery to the overnight courier service for next-day delivery.

g. Use of MDGuidelines is unauthorized in any jurisdiction that does not give effect to all provisions of this License Agreement. The license granted hereunder is void where prohibited by law.  No waiver by ReedGroup shall be effective unless in writing and duly signed.