GuideIQ Terms of Access

1. Definitions.

1.1 “Authorized Use” shall mean Your internal business use of the Software as an employee user authorizing you to access GuideIQ on behalf of HFMA or an HFMA Member in accordance with the terms and conditions of this Agreement. Authorized Use does not include the right to distribute, resell, or sublicense the Software to any third party for any purpose, and in any form, or to authorize others to do so. Authorized Use is further restricted by Section 2.2 hereof.

1.2 “Content” means the information published on the website and made available to You by Guidehouse in connection with the Software/Services, whether in printed or electronic form.

1.3 “Intellectual Property” means all inventions, patents and patent applications, works of authorship, copyrights, trademarks, know how, show how, trade secrets, and other similar proprietary rights, throughout the world, whether arising under federal law, state law, common law, foreign law, or otherwise.

1.4 “Services” means Guidehouse’s provision of the Software through a Guidehouse-hosted delivery platform.

1.5 “Software” means Guidehouse’s GuideIQ Software-As-A-Service application.

1.6 “Term” has the meaning set forth in Section 3.1.

2. Access and Use.

2.1 Grant of Access. Subject to and conditioned upon Your compliance with the terms and conditions of this Agreement, Guidehouse hereby grants You, during the Term, a limited, personal, non-exclusive, non-assignable, non-sublicensable, non-transferable right for Your internal and non-commercial use to (i) access the Software/Services through the Guidehouse-hosted delivery platform to make Authorized Use of the Software/Services; and (ii) use the Content solely for the purposes of supporting Your Authorized Use of the Software/Services. All Software and Content are protected by copyright and owned or controlled by Guidehouse or the party credited as the provider of the Content. You shall abide by all additional copyright notices, information, or restrictions contained in any Content accessed through the Site.

2.2 Restrictions. Unless otherwise agreed in writing by Guidehouse, You shall not use the Software/Services/Content for any purposes beyond the scope of access granted in Section 2.1. Notwithstanding the generality of the foregoing, the rights granted in Section 2.1 are subject to and conditioned upon the following additional restrictions:

(a) You may not reverse engineer, disassemble, decompile, or otherwise attempt to derive any code of the Software/Services in whole or in part.

(b) You may not remove any proprietary notices from the Software/Services or Content.

(c) You may not use Guidehouse’s Intellectual Property, including the Software/Services and ideas, algorithms, procedures, object definitions, methods, class definitions, templates, or hierarchies, derived from the Software/Services, for the purpose of creating any works that are intended to be used as a substitute for the Software/Services, in whole or in part, or any works that are intended to be competitive with the Software/Services, in whole or in part.

(d) You may not modify or make any derivative works of the Software/Services and/or Content.

(e) You may not use the Software/Services for commercial time-sharing, lease, rental or to trainpersons other than Your authorized users, unless previously agreed to in writing by Guidehouse.

(f) You may not (i) reproduce, release, perform, or display the Software/Services, or (ii)make available or distribute the Software/Services or Content in whole or in part to any third party by assignment, sublease, or by any other means, unless previously agreed to in writing by Guidehouse.

(g) You may not knowingly or negligently access or use the Software/Services in a manner that abuses or disrupts Guidehouse’s networks, security systems, user accounts, or services of Guidehouse or any third party, or attempt to gain unauthorized access to any of the above through unauthorized means.

(h) You may not transmit through or post on the Services any material that is deemed abusive, harassing, obscene, slanderous, fraudulent, libelous, or otherwise unlawful.

(i) You may not use the Software/Services or Content in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

(j) You shall have no right to use any trademarks, service marks, tradenames, commercial symbols, or logos of Guidehouse (“Guidehouse Marks”) without Guidehouse’s express written permission. You acknowledge that Guidehouse is the owner of all Guidehouse Marks. You shall not acquire any right to or interest in any Guidehouse Marks under this Agreement or by virtue of any Authorized Use of the Software/Services.

(k) You may not authorize any third party to take any of the actions restricted by subsections (a) through (j).

2.3 No Implied License. All rights not expressly granted to You in this Agreement are reserved to Guidehouse.

(a) Without limiting the generality of the foregoing, You acknowledge and agrees that You do not acquire any rights, express or implied, in or to the Software/Services, Content, or Guidehouse Intellectual Property, except as specifically set forth in this Agreement.

(b) Under no circumstances shall anything in this Agreement be construed as granting to You or any third party, by implication, estoppel, or otherwise:(i) a license to any services or technology other than the Software/Services and Content, or(ii) any additional license rights for the Software/Services and Content other than the license expressly granted in this Agreement.

2.4 Assignment. Except as otherwise provided herein, neither this Agreement nor any rights granted hereunder may be sold, leased, assigned, or otherwise transferred, in whole or in part, by You, and any such attempted assignment shall be void ab initio and of no effect.

3. Term and Termination.

3.1 Term. The term of this Agreement shall continue only through the time period You are employed by HFMA or an HFMA Member authorizing you to access GuideIQ. This Agreement may be terminated earlier in accordance with the provisions of this Section 3 (“Term”).

3.2 Termination for Default. If at any time during the term of this Agreement, You default in the performance of any of Your obligations hereunder, Guidehouse may terminate this Agreement upon giving thirty (30) days written notice to You; provided, however, that You may cure such default to Guidehouse’s reasonable satisfaction within said thirty (30) day period, and in the event of cure during such period, this Agreement shall continue in full force and effect.

3.3 Cessation of Use. Except to the extent that such continued use is permitted under the terms of a separate agreement, upon termination of this Agreement for any reason, or upon termination of your employment with an HFMA Member, You shall promptly cease using the Software/Services and Content and You shall delete all copies of Content residing in on-line or off-line computer memory and destroy all copies of any Content that incorporate Guidehouse Intellectual Property.

3.4 Injunctive Relief. You acknowledge and agrees that Your failure to comply with the terms of this Agreement is likely to cause irreparable harm to Guidehouse that is not fully compensable by money damages, and therefore Guidehouse may not have an adequate remedy at law. Therefore, You agree that in the event of a breach or threatened breach of any of the material terms of this Agreement by You, Guidehouse shall be entitled to preliminary and final injunctive relief restraining the breach and/or to seek specific performance, without the necessity of posting any bond or undertaking in connection therewith. Any equitable remedies sought by Guidehouse shall be in addition to, and not in lieu of, all remedies and rights that Guidehouse otherwise may have arising under applicable law or by virtue of any breach of this Agreement.

3.5 Suspension of Service. Guidehouse reserves the right to suspend Your access to the Software/Services if it determines, in its sole discretion, that (i) Your use of the Software/Services is in breach of this Agreement and not cured as required; (ii) Your use of the Software/Services poses a security or other risk to the Software/Services or to other users of the Software/Services; or (iii) suspension is required pursuant to a subpoena, court order, or other legal process. Guidehouse agrees to notify You of any such suspension.

3.6 Survival. The duties, rights and obligations under Sections 2.2, 2.6, 3.3, 3.4, 5, and 7 shall survive any termination of this Agreement.

4. Your Account. You are solely responsible for (i) the operation, performance, and security of Your equipment, networks, and other computing resources used to connect to the Software/Services; (ii) ensuring all users and devices exit or log off from the Software/Services at the end of each session; (iii) maintaining the confidentiality of Your account, user ID’s, codes, passwords and/or personal identification numbers used in conjunction with the Software/Services, including not sharing login information among users; and (iv) all uses of the Software/Services that occur using Your password or account. You will notify Guidehouse immediately of any unauthorized use of Your account or any other breach of security. Ownership of Your account is directly linked to the individual or entity that completes the registration process for the account. You acknowledges that Guidehouse will rely on the information provided for issues arising with the Your account.

5. Warranties and Disclaimers.

5.1 Guidehouse warrants that the Software/Services will perform substantially in accordance with published materials. If Guidehouse is unable to remedy a defect, Guidehouse’s entire liability and Your exclusive remedy under this Agreement will be to terminate this Agreement. Guidehouse shall not be liable for correcting, curing, or otherwise remedying any system defect or any other condition limiting or prohibiting normal operation of the Software/Services caused by: (a) Your systems (hardware and software); (b) interaction with other software not supported by the Software/Services; or (c) Your Internet service provider or Internet connection.

5.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT FOR THE ABOVE LIMITED WARRANTY, GUIDEHOUSE, ITS OWNERS, PARENTS, SUBSIDIARIES, ABD AFFILIATES MAKE AND YOU RECEIVE NO WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND GUIDEHOUSE SPECIFICALLY DISCLAIMS WITH RESPECT TO THE SOFTWARE/SERVICES, ANY CONDITIONS OF QUALITY, AVAILABILITY, RELIABILITY, SECURITY, LACK OF VIRUSES, BUGS, OR ERRORS, AND ANY IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. THE SOFTWARE/SERVICES ARE NOT DESIGNED, MANUFACTURED, DELIVERED, OR INTENDED FOR ANY USE WHERE FAILURE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. YOU ASSUME RESPONSIBILITY FOR THE SELECTION OF THE SOFTWARE/SERVICES TO ACHIEVE YOUR INTENDED RESULTS, AND FOR ITS USE AND RESULTS OBTAINED THEREFROM.

5.3 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT NEITHER GUIDEHOUSE NOR ITS OWNERS, PARENTS, SUBSIDIARIES, OR AFFILIATES SHALL BE LIABLE FOR ANY LOSS OF DATA OR PRIVACY, LOSS OF INCOME, LOSS OF OPPORTUNITY OR PROFITS, COST OF RECOVERY, OR OTHER LOSS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING FROM YOUR USE OF THE SOFTWARE/SERVICES, OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SOFTWARE/SERVICES. THIS LIMITATION WILL APPLY EVEN IF GUIDEHOUSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.

5.4 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GUIDEHOUSE’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED ONE THOUSAND DOLLARS ($1,000.00).

6. Export Controls. You agree to comply fully with all relevant export laws and regulations of the United States, including, but not limited to, the U.S. Export Administration Regulations (“U.S. Export Controls”). Without limiting the generality of the foregoing, You expressly agree that You shall not, and shall cause Your representatives to agree not to, export, directly or indirectly, re-export, divert, or transfer the Software/Services or any direct product thereof to any destination, company, or person restricted or prohibited by any U.S. Export Controls.

7. Indemnification. You shall indemnify, hold harmless, and, at Guidehouse’s option, defend Guidehouse from and against any losses resulting from any third-party claim based on Your (i) negligence or willful misconduct; (ii) use of the Software/Services in a manner not authorized by this Agreement; (iii) use of the Software/Services in combination with data, software, hardware, equipment, or technology not provided by Guidehouse or authorized by Guidehouse in writing; or (iv) modifications to the Software/Services not made by Guidehouse, provided that You may not settle any third-party claim against Guidehouse unless Guidehouse consents to such settlement, and further provided that Guidehouse will have the right, at its option, to defend itself against any such third-party claim or to participate in the defense thereof by counsel of its own choice.

8. Miscellaneous.

8.1 The headings used in this Agreement are for convenience only and are not intended to be used as an aid to interpretation.

8.2 Neither party shall be responsible for delays or failures in its performance resulting from acts or omissions beyond such party’s reasonable control, including acts of nature and any events, acts, or omissions fully attributable to third parties.

8.3 You are responsible for all fees and charges imposed by Your telephone carriers, wireless providers, and other voice and/or data transmission providers arising out of access to and use of the Software/Services. If Your broadband connection and/or telephone service fails, or You experience a power or other failure or interruption, the Software/Services may also cease to function for reasons outside of Guidehouse’s control.

8.4 No delay or failure of either party in exercising any right hereunder, nor any partial exercise thereof, shall be deemed a waiver of any rights granted hereunder unless evidenced by a signed writing expressly waiving such right(s).

8.5 The parties enter this Agreement as, and shall remain, independent contractors with respect to one another. Nothing in this Agreement is designed to create, nor shall create between them, a partnership, joint venture, agency, or employment relationship.

8.6 All notices required or permitted under this Agreement shall be in writing and shall be effective when delivered in person or sent by registered or certified mail, return receipt requested, or by personal courier, to an appropriate officer of the party receiving such notice and at the addresses set forth in Your account information, or any more recent address known to the sending party.

8.7 This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York (without regard to its principles of conflicts of law), and (b) the parties irrevocably consent to the exclusive personal jurisdiction and venue in New York City, New York.

8.8 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. No amendment to this Agreement shall be binding on either party unless such amendment is in writing and signed by both parties to this Agreement. The invalidity or unenforceability of any terms or provisions of this Agreement shall not affect the validity or enforceability of any other terms or provisions.