Find-A-Code Subscription License Agreement

Subscription Agreement for FindACode.com

By registering as a subscriber of FindACode.com (“Also referred to as FindACode, Find-A-Code or Find A Code, LLC") you agree to be bound by the following terms of service:

1. License

1.1 FindACode.com licensing is on a per subscriber basis. A Subscriber is an individual who:

(a) accesses, uses, or manipulates the Content available on FindACode.com.

(b) accesses, uses, or manipulates the content to produce or enable an output (data, reports, or the like).

(c) See http://www.FindACode.com/aboutus/terms-of-use.html for additional terms of use and service, etc.

2. FindACode Services, Third Party Products and Services

2.1 FindACode.com is designed to be used in conjunction with FindACode's search and other services. Accordingly, each time you use the Website you agree to be bound by FindACode's Terms of Service located at http://www.FindACode.com/aboutus/terms-of-use.html.

3. Website Use Restrictions

3.1 For an individual subscriber, the website is made available to and may be used by you only for your personal, non-commercial use according to this Agreement and the website documentation. For a business entity subscriber or government entity subscriber, the website may be used by you and your employees for internal use according to this Agreement and the website documentation (individual, business, and government subscribers are collectively referred to as "You" herein).

3.2 Except where you have been specifically licensed by FindACode to do so, You may not use the Website in connection with any products, systems, or applications installed or otherwise connected to, or in communication with, other websites data and content.

3.3 In summary, You may not nor permit others to:

(a) modify or prepare derivative works of the web pages,

(b) rent or lease the website to a third party,

(c) use the Software in any manner that infringes on the intellectual property or other rights of another party, or

(d) transfer subscriber and admin accounts to another subscriber, person, or entity without prior, written authorization from FindACode.

4. Privacy Policy

4.1 As a condition of downloading or using the Website, you agree to the terms of the FindACode Privacy Policy at http://www.FindACode.com/privacy-policy.html which may be updated from time to time and without notice.

5. Proprietary Rights

5.1 You acknowledge that:

(a) the website contains proprietary and confidential information that is protected by applicable intellectual property and other laws and

(b) FindACode owns all right, title, and interest in and to the website along with information provided through or in conjunction with the website, including without limitation all Intellectual Property Rights therein and thereto.

5.2 "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, any and all other proprietary rights, and any and all applications, renewals, extensions, and restorations thereof, now or hereafter in force and effect worldwide.

5.3 You agree that you will not nor allow any third party to:

(a) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble, or otherwise attempt to derive source code from the website, unless otherwise permitted,

(b) take any action to circumvent or defeat the security or content usage rules provided, deployed, or enforced by any functionality (including without limitation digital rights management functionality) contained in the website,

(c) use the Website to access, copy, transfer, transcode, or retransmit content in violation of any law or third party rights, or

(d) remove, obscure, or alter FindACode's copyright notices, trademarks, or other proprietary rights notices affixed to, contained within, or accessed in conjunction with or through the website.

5.4 You agree that you will not nor allow others to, copy, distribute, display, modify, or otherwise use the Content except as it is provided to you through the website, unless you have been specifically told that you may do so by FindACode or by the owners of that Content in a separate agreement. FindACode and its licensors make no representations or warranties regarding the accuracy or completeness of this information.

6. Automatic Updates

6.1 The FindACode Website will be updated from time to time to add features such as bug fixes, patches, enhanced functions, missing plug-ins and new versions (collectively, "Updates"). These changes will be done by FindACode or its agents and will require you to do nothing. Occasionally, there may be website related issues that may require you to update your Internet browser or browser-based plugins.

7. U.S. Government Restricted Rights

7.1 If the website is used or accessed by or on behalf of the United States government, such use or access is subject to the following provision. The website and any related documentation are deemed "commercial computer website" and "commercial computer website documentation," respectively, within the meaning of the applicable civilian and military Federal acquisition regulations and any supplement thereto.

7.2 If the user of the website is an agency, department, employee, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the website, including technical data or manuals, is restricted by the terms, conditions, and covenants contained in this Agreement. In accordance with Federal Acquisition Regulation 12.212 for civilian agencies and Defense Federal Acquisition Regulation Supplement 227.7202 for military agencies, use of the Website is further restricted by this Agreement.

8. Export Restrictions

8.1 The website is subject to United States export controls. By using the website, you agree that you are solely responsible for complying with all United States export control regulations, including the Export Administration Regulations ("EAR"), and sanctions programs, including those administered by the United States Treasury Department's Office of Foreign Assets Controls ("OFAC"), and all other applicable international trade regulations.

8.2 You agree that you will not download or use the website without all required approvals in any proscribed destination (including Cuba, Iran, North Korea, Sudan, and Syria), on behalf of any proscribed entity or person, for any proscribed end use, or in any other manner contrary to these export regulations and sanctions programs.

8.3 By downloading or using the website, you represent and warrant that you are not a proscribed end-user or utilizing this website for a proscribed end use under these regulations.

9. Compliance with Laws and FindACode Policies

9.1 You agree to comply with all local laws and regulations regarding the download, installation, and/or use of the website. You agree to comply with any applicable policies or guidelines that FindACode may make available from time to time by its sole discretion. By way of example, and not as a limitation, you agree that when using the website, you will not:

(a) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others;

(b) upload, post, email, transmit, or otherwise make available any inappropriate, defamatory, infringing, obscene, or unlawful content;

(c) upload, post, email, transmit, or otherwise make available any content that infringes any patent, trademark, copyright, trade secret, or other proprietary right of any party, unless you are the owner of such rights or have the permission of the owner to post such content;

(d) download any file posted by another that you know, or reasonably should know, cannot be legally distributed in such manner;

(e) impersonate another person or entity, falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of website, Content or other material;

(f) restrict or inhibit any other user from using and enjoying FindACode services;

(g) use FindACode services for any illegal or unauthorized purpose;

(h) remove any copyright, trademark, or other proprietary rights notices contained in or on FindACode services;

(i) interfere with or disrupt FindACode services, servers, or networks connected to FindACode services, or disobey any requirements, procedures, policies, or regulations of networks connected to FindACode services;

(j) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of FindACode services or collect information about users for any unauthorized purpose;

(k) submit content that falsely expresses or implies that such content is sponsored or endorsed by FindACode;

(l) create user accounts by automated means or under false or fraudulent pretenses;

(m) promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual; or

(n) transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature.

10. Additional AMA CPT Licensing Restrictions

10.1 You may not nor permit others to:

(a) use this software or any information contained herein (including CPT) in any public electronic bulletin board or public computer-based information system (including the Internet and World Wide Web),

(b) publish, translate, or transfer possession of the Software or copy a portion of it,

(c) create derivative works based on CPT and the Software and selling, leasing or licensing it or otherwise making the Electronic Media or any portion thereof available to any unauthorized party.

10.2 The User should ensure that anyone who has authorized access to the Software complies with the provisions of the complete license agreement.

10.3 CPT is copyright by the AMA. All notices of proprietary rights, including trademark and copyright in CPT must appear on all permitted back-up or archival copies. An updated version of CPT in the Software is dependent upon continuing contractual relations with the AMA. CPT copyright American Medical Association. All rights reserved.

10.4 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 AMA does not directly or indirectly practice medicine or dispense medical services. The AMA assumes no liability for data contained or not contained herein. CPT is a registered trademark of the American Medical Association

10.5 The responsibility for the content of any “National Correct Coding Policy” included in this product is with the Centers for Medicare and Medicaid Services and no endorsement by the AMA is intended or should be implied. The AMA disclaims responsibility for any consequences or liability attributable to or related to any use, non-use or interpretation of information contained in this product.

10.6 Licensing for AMA CPT is on a per user basis: A “user” is an individual who:

(a) accesses, uses, or manipulates CPT Editorial Content contained in the Electronic Licensed Product; or

(b) accesses, uses, or manipulates the Electronic Licensed Product to produce or enable an output (data, reports, or the like) that could not have been created without the CPT embedded in the Electronic Licensed Product even though CPT Editorial Content may not be visible or directly accessible; or

(c) makes use of an output of the Electronic Licensed Product that relies on or could not have been created without the CPT Editorial Content embedded in the Electronic Licensed Product even though CPT Editorial Content may not be visible or directly accessible.

10.7 US Government Rights: This product includes CPT and/or CPT Assistant 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 the 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 227.7201-1(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 (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, and any applicable agency FAR Supplements, for non-Department of Defense Federal procurements.

11. ADDITIONAL ADA CDT LICENSING RESTRICTIONS:

Definitions:

1) "CDT" means the textual, graphic, and other editorial content included in the ADA-developed publication titled "CDT-2011/2012: Current Dental Terminology ("CDT"), which includes all Update thereto and the Code (defined below).

2) "Code" means the "Code on Dental Procedures and Nomenclature." Each individual code comprises two components: 1) a five character alphanumeric designation that identifies a specific dental procedure; and 2) a short, written literal definition of the procedure called the "nomenclature." Some but not all individual dental procedure codes have a third component: 3) a written narrative the provides a more detailed description of the procedure, called the "descriptor."

3) "User" means an individual or entity that has purchased a Publication for personal or business use - not for resale or redistribution.

4) "Publication(s)" means Find-A-Code's publications licensed by the ADA which contain the Code or other portions of the CDT.

5) "Updates" means any modified or updated versions or new editions of the CDT that ADA issues. Users are NOT allowed to:

1) alter, amend, or modify the Code or other portions of the CDT;

2) resell, transmit, or distribute copies of the Code or other portions of the CDT or any electronic files or printed documents that contain the Code or other portions of the CDT and are generated by the Licensee pursuant to this Agreement;

3) print out copies, download, or store on User's computer system electronic files of the Code or other portions of the CDT as reproduced in Electronic Publication(s), except for User's private or business use - but not for resale or redistribution;

4) remove any CDT copyright or other proprietary notices, labels, or marks for the Code or other portions of the CDT;

5) use the Publication to provide consulting, time-sharing, application service provider, or outsourcing services or to act as a service bureau operation. Any use of the CDT and/or Code by the User separate from use in connection with the Publications requires a valid CDT license from the ADA.

12. Termination

12.1 You may terminate these Terms of Service at any time by contacting support@findacode.com and request cancelation of your account. Your rights automatically and immediately terminate without notice from FindACode if you fail to comply with any provision of this Agreement. To the maximum extent permitted by law, FindACode reserves the right to terminate this agreement and your use of the website at any time and for any reason.

13. Survival

13.1 The provisions of Sections 2, 4, 5, 7, 8, 10, 11, 13, 14, 15, 16, 17, and 18 shall survive any termination or expiration of this Agreement.

14. Indemnity

14.1 YOU AGREE TO HOLD HARMLESS AND INDEMNIFY FINDACODE AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY CLAIM, SUIT, OR ACTION ARISING FROM YOUR VIOLATION OF THESE TERMS OF SERVICE, INCLUDING ANY LIABILITY OR EXPENSE ARISING FROM ALL CLAIMS, LOSSES, DAMAGES, SUITS, JUDGMENTS, LITIGATION COSTS, AND ATTORNEYS' FEES OF EVERY KIND AND NATURE. IN SUCH A CASE, FINDACODE WILL PROVIDE YOU WITH WRITTEN NOTICE OF SUCH CLAIM, SUIT, OR ACTION.

14.2 FINDACODE LLC. SHALL NOT BE LIABLE FOR ANY DAMAGE OR LOSS OF ANY KIND ARISING OUT OF OR RESULTING FROM YOUR POSSESSION OR USE OF THE FILES (INCLUDING DATA LOSS OR CORRUPTION), REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON TORT, CONTRACT, OR OTHERWISE. IF THE FOREGOING LIMITATION IS HELD TO BE UNENFORCABLE, THEN FINDACODE LLC'S MAXIMUM LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEES PAID BY YOU FOR THE FILES. THE REMEDIES AVAILABLE TO YOU AGAINST FINDACODE, LLC'S UNDER THIS AGREEMENT ARE EXCLUSIVE. SOME STATES DO NOT ALLOW THE LIMITATION OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

15. Disclaimer of Warranties

15.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

(a) FINDACODE AND ITS LICENSORS MAKES NO WARRANTY:

(i) THAT THE WEBSITE AND YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,

(ii) THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, BUG-FREE, OR FREE FROM ERROR, INCLUDING TECHNICAL INACCURACIES AND/OR TYPOGRAPHICAL ERRORS.,

(iii) THAT ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND

(iv) THAT ANY ERRORS, INCLUDING DEFECTS IN THE OPERATION OR FUNCTIONALITY, IN THE WEBSITE OR ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.

(b) ANY CONTENT OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT OR MATERIAL.

16. Limitation of Liability

16.1 FOR A PERIOD OF 28 DAYS YOU ARE ABLE TO USE THE FINDACODE.COM BY SIGNING UP FOR AND USING A TRIAL ACCOUNT. YOU WILL NOT BE CHARGED UNLESS YOU PURCHASE A SUBSCRIPTION ACCOUNT.

16.2 THE SOFTWARE IS LICENSED TO YOU ON AN “AS IS” BASIS WITHOUT ANY WARRANTY OF ANY NATURE. YOU EXPRESSLY UNDERSTAND AND AGREE THAT FINDACODE AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF FINDACODE OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM:

(a) THE USE OR THE INABILITY TO USE THE WEBSITE OR TO ACCESS CONTENT OR DATA;

(b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;

(c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR

(d) ANY OTHER MATTER RELATING TO THE WEBSITE.

16.3 IN ANY ACTION BASED ON CONTRACT, YOUR REMEDY AND FINDACODE'S LIABILITY SHALL BE LIMITED TO THE CHARGES IMPOSED BY FINDACODE FOR USE OF THE SERVICES UNDER THIS AGREEMENT.

16.4 THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. UNDER NO CIRCUMSTANCES SHALL FINDACODE OR ANY THIRD PARTY WHO MAKES ITS WEBSITE OR CONTENT AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WEBSITE BE LIABLE TO YOU OR ANY USER ON ACCOUNT OF YOUR MISUSE OF THE WEBSITE OR SUCH THIRD PARTY WEBSITE OR CONTENT. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF FINDACODE AND/OR A THIRD PARTY WEBSITE OR CONTENT PROVIDER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).

SUCH LIMITATION OF LIABILITY SHALL APPLY WHERE THE DAMAGES ARISE FROM MISUSE OF THE WEBSITE AND ALL THIRD PARTY WEBSITE OR CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WEBSITE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE WEBSITE AND ANY THIRD PARTY WEBSITE OR CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WEBSITE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.

17. Exclusions and Limitations

17.1 NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT, OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

18. No Third Party Beneficiaries

18.1 You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement.

19. Payment of Subscription Services

19.1 The first 28 days of service are intended to be a demonstration period when a Trial Account has been activated. Actual purchase of the service does not occur until a subscription services is selected and paid for.

19.2 If the Subscriber has used a demonstration period, and then purchased a product, refunds will not be allowed. If the Subscriber purchased a product without a demonstration period, then Subscriber has up to, but not to exceed 28 days to refund the product from the point in time they first had access to the product, either during a demonstration period or upon purchase.

19.3 Monthly subscriptions will be automatically charged monthly on the day the original product was purchased by the Subscriber. Monthly subscriptions must be paid for by credit card with automatic reoccurring charges.

19.3.1 Monthly Subscribers who cancel a product or their account will have access to those products and accounts until the end of their subscription period.

19.4 Annual subscriptions will be renewed automatically on their anniversary date of when they first subscribed to a product. Annual subscriptions can be paid for by credit card or check (upon approval).

19.4.1 Annual subscriptions that are approved to pay by check must pay within 30 days of purchase. If payment is not received within 30 days, the account or product may be removed or canceled, or a late of 1% per month (12% annually), or $25.00 (whichever is greater) will be applied to the account.

19.4.2 Accounts that pay by check in which the check bounces or is returned will have their accounts immediately cancelled and a fee of $40.00 applied to their account. Account will be reinstated once applicable fees and outstanding balances are brought current by payment with credit card or

20. Miscellaneous Provisions

20.1 Choice of Law and Forum. This Agreement will be governed by and construed in accordance with the laws of the State of Utah, without giving effect to the conflict of laws provisions of Utah or your actual state or country of residence. If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, the remainder of this Agreement will continue in full force and effect.

20.2 Waiver and Severability of Agreement. The failure of FindACode to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement shall remain in full force and effect.

20.3 Attorney Fees. In any action to enforce the terms of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees, costs and expenses incurred, in addition to any other relief to which they may be entitled.

As of: August 30, 2016
Displayed: February 20, 2019