1. The American Society of Anesthesiologists, Inc. ("Licensor") hereby grants to you or your organization ("Licensee”), a nontransferable and nonexclusive license to use the data file known as the 2023 edition of CROSSWALK®, Reverse CROSSWALK® and Relative Value Guide® ("Data File"). The Data File shall be used only as permitted pursuant to the terms and conditions of this Agreement. This license is granted in consideration of Licensee’s payment of the applicable fee. Upon opening the CD ROM package, Licensee agrees to and accepts these terms and conditions. 2. The Data File shall be used only internally within your facilities in the United States or its territories, only by Licensee, its employees and agents, and only by the number of users for which Licensee has paid. If only one individual will use this Data File, you may obtain a single-user license permitting use by only one individual. If more users than you have paid for will use the Data File then you must obtain a separate license and pay the applicable fee for such additional users. 3. A “user” is defined as an individual who: (a) accesses, uses, or manipulates the Data File; or (b) accesses, uses, or manipulates a program which includes the Data File to produce or enable an output (data, reports and the like) that could not have been created without the Data File embedded in the program even though the Data File may not be visible or directly accessible; or (c) makes use of an output of a program which includes the Data File that relies on or could not have been created without all or part of the Data File embedded in the program even though the Data File may not be visible or directly accessible. 4. Licensee will maintain appropriate procedures and technology to track the number of users and maintain computer server logs for audit purposes for at least three years following the year to which they pertain. Licensor or its representative may, at Licensor’s expense, audit and copy Licensee’s records at a U.S. location no more than once per twelve (12) month period. Licensee shall immediately pay Licensor any amounts due as a result of an audit. If the audit discloses that payments for the number of users were under-reported by 5% or greater for any product year, Licensee will reimburse Licensor for the cost of the audit. Licensor will keep the records confidential. 5. This license covers use only of the original Data File to which this license is attached. Any reproduction or use is expressly prohibited except as provided herein. Licensee may copy the Data File into any machine readable or printed form for backup in support of Licensee’s use of the Data File. Licensee may modify the Data File and/or merge it into another program for Licensee’s own use. Any copy, modification or merged portion or version of the Data File will continue to be subject to the terms and conditions of this Agreement. Licensee must include the copyright notice as it appears in the Data File on any copy or portion of the Data File merged into another program to give reasonable notice of Licensor's copyright under the copyright laws of the United States and any applicable rules and regulations. 6. Licensee agrees that other uses or modifications of the Data File, any information contained therein, or any copy, modification or merged portion or version of the Data File, in whole or in part, in any manner except as expressly provided for in this Agreement is strictly prohibited. These prohibitions include, without limitation, any use of the Data File or any copy, modification or merged portion or version of the Data File in any public computer-based information system, including the Internet or World Wide Web; disassembling, translating, decompiling, reverse engineering, or creating derivative works based on the Data File; selling, assigning, leasing, subleasing or otherwise transferring the right to use the Data File, any portion, or any copy, modification or merged portion or version of the Data File; or permitting access to the Data File, any portion, or any copy, modification or merged portion or version of the Data File by an unauthorized party. Any attempt to sell, sublicense, assign or transfer any of the rights, duties or obligations hereunder is void and shall immediately terminate this Agreement and license. Licensee agrees that its obligations under the terms of this paragraph shall survive the termination of this Agreement. 7. Licensee acknowledges that the Data File is protected by copyright and/or trade secret interests of Licensor and other third party licensors. These rights are not released, transferred or assigned as a result of this license. Licensee agrees that it has no ownership rights to the Data File, and that all right, title and interest in the Data File remains with ASA. Licensee agrees to maintain the Data File in strict confidence and to protect its confidentiality using at least the same degree of care it uses to protect its own proprietary and confidential information. 8. CPT® data as contained in the Data File is licensed to Licensor by the American Medical Association ("AMA"). CPT is copyrighted by the AMA. AMA retains all right title and interest in the CPT data. CPT is a registered trademark of the AMA. Updated versions of the Data File containing the most current versions of CPT may be purchased by Licensee from Licensor, and its availability is subject to continuation of Licensor's License Agreement with the AMA for the CPT data. 9. THE DATA FILE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. LICENSOR AND THIRD PARTY LICENSORS (INCLUDING THE AMERICAN MEDICAL ASSOCIATION) EXPRESSLY DISCLAIM ALL WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER INCLUDING THAT THE LICENSED MATERIALS ARE NON-INFRINGING, ACCESSIBLE OR UNINTERRUPTED. LICENSOR AND THIRD PARTY LICENSORS DO NOT WARRANT THAT THE DATA CONTAINED IN THE FILE WILL MEET LICENSEE'S REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR WITHOUT ERROR. LICENSEE ACKNOWLEDGES THAT THE DATA FILE HAS NOT BEEN DEVELOPED ACCORDING TO ITS SPECIFICATIONS AND IS NOT OTHERWISE CUSTOM-MADE. IN NO EVENT WILL LICENSOR OR THIRD PARTY LICENSORS BE LIABLE FOR ANY DAMAGES INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA OR USE OF DATA, OR FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING FROM THE USE OR INABILITY TO USE THE DATA FILE, EVEN IF LICENSOR AND/OR THIRD PARTY LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANOTHER PARTY. LICENSEE ACKNOWLEDGES THAT LICENSOR AND THIRD PARTY LICENSOR’S SOLE RESPONSIBILITY IS TO MAKE AVAILABLE TO LICENSEE REPLACEMENT COPIES OF THE CONTENT IF SUCH CONTENT IS NOT INTACT; AND THAT LICENSOR AND THIRD PARTY LICENSORS DISCLAIM ANY LIABILITY FOR ANY CONSEQUENCES DUE TO USE, MISUSE, OR INTERPRETATION OF INFORMATION CONTAINED OR NOT CONTAINED IN THE CONTENT. 10. The license rights granted herein are effective upon downloading the Data File. Failure by Licensee, its employees or agents to comply at any time with any material duty or obligation under this Agreement shall entitle Licensor to provide written notice requiring Licensee to remedy such default. If the default has not been cured within 30 days after receipt of notice, the Licensor shall be entitled, in addition to any other rights it may have, to terminate this Agreement by giving written notice to the defaulting party. Upon any termination of this Agreement, Licensee agrees to destroy the Data File and shall not retain any contents or parts of the Data File. Licensee shall have no rights of any kind with respect to the Data File after the date of termination. 11. Licensee may not assign or transfer its right or obligations under this Agreement. In the event any one or more of the provisions contained in this Agreement shall be held to be void, unenforceable or against public policy, the remainder of this Agreement shall remain in full force and effect. The interpretation and enforcement of this Agreement shall be governed by the laws of the State of Illinois. Licensee agrees to take reasonable steps, by contract, instruction or otherwise, to ensure that its employees, agents and anyone else having authorized access to the Data File agrees to comply with the terms of this Agreement. This Agreement constitutes the entire Agreement between the parties and there are no oral agreements. 12. Any questions regarding this Agreement should be directed in writing to: American Society of Anesthesiologists General Counsel, 1061 American Lane, Schaumburg, IL, 60173. 13. U.S. Government Rights. This product includes CPT 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, 330 North Wabash Ave, Chicago, Illinois, 60611. 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 restriction 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 Federal procurements. Any applicable notices to preserve restricted rights are incorporated herein by reference. Contractor/Manufacturer is American Society of Anesthesiologists, 1061 American Lane, Schaumburg, IL 60173. ©2020 American Society of Anesthesiologists. 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