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RealMed Corporation – Required Terms and Conditions 

1. Relationship.   

1.1 Lightning Step Technologies, LLC ("VAR") is the developer and licensor of VAR's practice management ("PM") and Electronic Medical Records ("EMR") Systems (collectively, the "VAR Platform") and provides healthcare-related solutions to its customers (collectively, “VAR’s Offerings”). 

1.2. RealMed Corporation, a wholly-owned subsidiary of Availity, L.L.C. (“RealMed”) is a clearinghouse and is in the business of developing, licensing and/or selling its Essentials Pro Services (as defined in Subsection 2.1. of Section 2 (Essentials Pro Services) below). 

1.3. VAR and RealMed have entered into an agreement wherein VAR has the right to market, promote and resell the Essentials Pro Services directly to VAR’s current and prospective customers and to integrate and incorporate the Essentials Pro Services with and into the  VAR Platform (the “VAR-RealMed Agreement”).   

1.4. You are referred to as “Customer” throughout these RealMed Corporation – Required Terms and Conditions (these “RealMed Required Terms”) and any Exhibits or Attachments attached hereto. 

1.5. Customer has entered into an agreement with VAR (the “VAR-Customer Agreement”) pursuant to which certain Essentials Pro Services have been licensed by RealMed to VAR in order for VAR to resell the Essentials Pro Services with the other services offered by VAR through the VAR Platform.  VAR and Customer have an independently documented relationship setting forth VAR’s and Customer’s rights, responsibilities and obligations to each other.  VAR’s access to and use of RealMed’s systems and the Essentials Pro Services on Customer’s behalf is conditioned upon Customer’s approval, which Customer is hereby providing.  Through configuration tools made available to VAR under the Essentials Pro Services, VAR may have access to Customer’s data, including, but not limited to, Protected Health Information (“PHI”).  Customer is responsible for defining VAR’s responsibilities to Customer, including, but not limited to, signing a Business Associate Agreement with VAR.  Customer is responsible for all actions or inactions taken by VAR on Customer’s behalf.  

1.6. By Customer’s use of the Essentials Pro Services, Customer hereby agrees to the terms and conditions set forth in these RealMed Required Terms.  

1.7. Customer specifically acknowledges and agrees that RealMed is a third-party beneficiary to these RealMed Required Terms. 

2. Essentials Pro Services. 

2.1. Pursuant to the terms and conditions set forth in these RealMed Required Terms and any terms and conditions incorporated herein by reference, including the terms and conditions set forth as URLs, RealMed agrees to provide Customer with the Essentials Pro Services utilized by Customer through the VAR Platform.  As used herein, the “Essentials Pro Services” means the RealMed application and Essentials Pro Standard Services set forth in Exhibit 1: Essentials Pro Standard Services Descriptions and the Essentials Pro Additional Services set forth in Exhibit 2: Essentials Pro Additional Services Descriptions and Additional Terms and Conditions of these RealMed Required Terms purchased by VAR for Customer's use and as provided to Customer by RealMed pursuant to the VAR-RealMed Agreement and these RealMed Required Terms and shall include any and all updates, upgrades, enhancements, improvements, and modifications to any Essentials Pro Services (including, but not limited to, any additional services or new or future services) provided under by RealMed pursuant to the VAR-RealMed Agreement and these RealMed Required Terms.  Customer acknowledges that the continuous updates, upgrades, enhancements, improvements and modifications to the Services is necessary for the performance of the Services, and Customer directs RealMed to process Customer's data to perform those activities in support of Customer's health care operations. The Essentials Pro Standard Services are subject to the terms and conditions set forth in these RealMed Required Terms. The Essentials Pro Additional Services are subject to these RealMed Required Terms and to any applicable Additional Terms and Conditions set forth in Exhibit 2. To the extent of any conflict between the Additional Terms and Conditions set forth in Exhibit 2 and these RealMed Required Terms, the Additional Terms and Conditions shall govern and control. 

2.2. Except for causes beyond RealMed’s reasonable control, RealMed shall provide the Essentials Pro Services in accordance with industry accepted standards.  However, Customer acknowledges that the Essentials Pro Services may be subject to outages and occurrences on networks not controlled by RealMed and other factors not controlled by RealMed, including limitations inherit in payers’ and third-parties’ systems.  Customer agrees to work with VAR and RealMed to effectively use all of the Essentials Pro Services in accordance with normal industry standards.  

2.3. If RealMed’s performance of any Service is prevented or delayed by any act or omission of a Customer, VAR, or its or their agents, subcontractors, consultants or employees, RealMed shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, expenses, damages or losses sustained or incurred by VAR or Customer, in each case, to the extent arising directly or indirectly from such prevention or delay. 

3. Effective Date and Term. 

These RealMed Required Terms are effective immediately.  Customer’s rights under these RealMed Required Terms shall continue for the term of the VAR-RealMed Agreement, provided that the VAR-Customer Agreement is in full force and effect.  VAR may cancel these RealMed Required Terms and may direct RealMed to disable the Essentials Pro Services supporting the submission of new claims if Customer breaches any representation, warranty or covenant contained in these RealMed Required Terms and such breach continues for five (5) business days after VAR notifies Customer in writing of such breach.

4. Customer Responsibilities.

4.1. Implementation.  Customer will perform the tasks and obligations that are required to support the Essentials Pro Services, including designating a contact person (a “Practice Liaison”) who will be responsible for coordinating any required implementation tasks reasonably requested by RealMed, either directly or via VAR, delivering all required data in a complete and timely manner and in agreed-upon formats and assisting RealMed, either directly or via VAR, with testing and using the Essentials Pro Services.  The standard implementation and training methodology can be accessed at www.realmed.com/deployment.  Required data content and format are included in the aforementioned URL.  Customer will assist RealMed (i) in the creation of test files for batch claim submissions to RealMed, (ii) the creation of test files for batch eligibility submissions to RealMed, (iii) with setting up ERA payment posting using RealMed remittance files, (iv) the creation of production claims and eligibility files and (v) claim formatting and system modifications required to use the Services. 

Customer’s failure to perform in a timely manner the tasks and obligations required to support the Essentials Pro Services may, in the reasonable discretion of RealMed, result in a corresponding delay in the schedule for performing the Essentials Pro Services.  

4.2. Post-Implementation.  Customer will proactively notify RealMed and VAR of any system changes affecting Customer’s ability to submit claims or batch eligibility in a format consistent with the format used in the initial Essentials Pro Services implementation.  Examples include, but are not limited to, practice management system upgrades, switching vendor systems or any other modifications that change the format of claim or batch eligibility files output from Customer’s systems.  Customer will also perform the tasks and obligations that are mutually agreed upon by VAR and RealMed to support the Services, including, delivering all required data in a complete and timely manner and in agreed upon formats, and assisting RealMed with testing and using the Services.  

5. Embedded Software and Third-Party Software and Services; Use Limitations. 

In providing the Essentials Pro Services, RealMed may rely upon embedded software (“Embedded Software”) licensed by RealMed from certain third parties and/or services or software licensed by RealMed from certain third parties or obtained from third parties (e.g., a Telecommunication Service Provider (“TSP”)) (such third-party services or software, collectively, the "Third-Party Software").  Customer agrees to abide by any limitations and all terms and conditions required by vendors of RealMed, including payers, EDI clearinghouses, Embedded Software vendors, Third-Party Software vendors, providers of services such as eligibility, TSPs and Internet Service Providers (“ISPs”).  Any breach by Customer of the terms and conditions of an Embedded Software license agreement shall be deemed to be a breach of these RealMed Required Terms. RealMed’s Embedded Software agreements can be accessed at:  www.realmed.com/thirdparty. 

6. HIPAA, Privacy and Business Associate Agreement.

RealMed has designed its systems and services to conform to requirements of the Health Insurance Portability and Accountability Act, Pub. L. No. 104-191, 110 Stat. 1996 and all regulations promulgated thereunder (“HIPAA”) and continues to update and upgrade its systems to ensure compliance with all security and privacy requirements. RealMed will act as Customer’s “Business Associate” within the meaning of HIPAA. Consequently, HIPAA requires RealMed and Customer to enter into a Business Associate Agreement in connection with these RealMed Required Terms.  RealMed and Customer agree to the Business Associate Agreement set forth at www.realmed.com/businessassociate and incorporated herein by reference. RealMed and Customer each shall maintain the security and confidentiality of all data transmitted through their networks and will comply with all applicable laws, rules, and regulations, including, but not limited to, HIPAA.

7. Limited Warranty and Limitation of Liability.

EXCEPT AS PROVIDED IN THESE REALMED REQUIRED TERMS, NEITHER VAR NOR REALMED MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, AND REALMED SPECIFICALLY DISCLAIMS ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  THE WARRANTIES PROVIDED IN THESE REALMED REQUIRED TERMS SHALL NOT APPLY IF: (A) THE ESSENTIALS PRO SERVICES HAVE BEEN MISUSED OR EXPOSED TO CORRUPTED DATA, CORRUPTED SOFTWARE OR COMPUTER VIRUSES; (B) CUSTOMER HAS USED THE SERVICES OTHER THAN IN ACCORDANCE WITH THE DOCUMENTATION PREPARED AND SUPPLIED BY VAR AND REALMED; AND/OR (C) CUSTOMER USED THE ESSENTIALS PRO SERVICES IN COMBINATION WITH ANY PRODUCT, SOFTWARE, AND/OR HARDWARE NOT SPECIFIED BY REALMED IN THE APPLICABLE DOCUMENTATION. REALMED MAKES NO WARRANTIES OF ANY KIND REGARDING ANY THIRD-PARTY SOFTWARE OR PERIPHERAL SERVICE PROVIDERS.  

REGARDLESS OF THE LEGAL THEORY OF THE CLAIM, REALMED’S AND VAR’S MAXIMUM LIABILITY TO CUSTOMER FOR A REALMED INDEMNIFIED MATTER SHALL NOT EXCEED THE TOTAL AMOUNT CUSTOMER HAS PAID VAR FOR THE REALMED SERVICES DURING THE PAST TWELVE (12) MONTH PERIOD FOR THE APPLICABLE REALMED SERVICE(S) AT ISSUE.  NEITHER REALMED NOR CUSTOMER SHALL BE LIABLE TO THE OTHER FOR LOST PROFITS OR FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING LOSSES RELATING TO DATA OR DATA INTEGRITY OR FOR ANY DAMAGES THAT MAY OCCUR TO DATA OR BUSINESS RELATIONSHIPS).  Neither RealMed nor VAR is responsible for the content of any data furnished to RealMed by a third-party.  Customer further acknowledges and agrees that neither RealMed nor VAR has any responsibility for reviewing the content of any data furnished by a third-party for accuracy, completeness or usefulness. ALL DATA FURNISHED TO REALMED BY A THIRD-PARTY IS PROVIDED TO CUSTOMER ON AN “AS-IS, WITH ALL FAULTS” BASIS.   

Any action against RealMed or Customer must be brought within twelve (12) months after RealMed or Customer, as applicable, first becomes aware of the injury or the cause of action. The previous sentence constitutes an irrevocable waiver of all claims RealMed or Customer has against the other party and is an absolute bar to the institution of any action that is not brought within such twelve (12) month time period against the other party. Customer acknowledges that RealMed has entered into this arrangement with VAR and Customer in reliance on the limitations of liability specified in this Section. 

8. Indemnity. 

RealMed shall defend, indemnify and hold harmless Customer from and against any and all third-party claims and resulting losses, liabilities, judgments, awards and costs (including legal fees and expenses) arising out of or related to: (a) any breach by RealMed of any warranty, covenant or other obligation hereunder or the inaccuracy of any representation of RealMed in these RealMed Required Terms; and (b) the violation by RealMed of any applicable local, state or federal law, rule or regulation.  Customer shall defend, indemnify, and hold harmless RealMed from and against any and all third-party claims and resulting losses, liabilities, judgments, awards and costs (including legal fees and expenses) arising out of or related to: (x) any breach by Customer of any warranty, covenant or other obligation hereunder or the inaccuracy of any representation of Customer in these RealMed Required Terms; and (y) the violation by Customer of any applicable local, state or federal law, rule or regulation.

9. General Provisions.

RealMed is not responsible for delay or failure to perform due to causes beyond its reasonable control. Nothing herein shall be construed to place RealMed, Customer or VAR in a relationship of partners or joint venturers and these RealMed Required Terms do not make RealMed or Customer the agent or legal representative of the other for any purpose whatsoever. Any notices or communications required or permitted to be given hereunder shall be in writing and may be delivered personally, deposited with a nationally-recognized overnight carrier or mailed by certified mail, return receipt requested, postage prepaid. All notices to Customer shall be given in writing to the person and address provided to RealMed by VAR for Customer with a copy to VAR.  All notices to RealMed shall be given to the following address: Availity L.L.C., 5555 Gate Parkway, Suite 110, Jacksonville, FL 32256, Attn: Legal Department with a mandatory copy to legalnotice@availity.com and a mandatory copy to VAR.  RealMed may change its notice address by sending a written notice to Customer to the attention of “Legal Department” at the Customer address provided to RealMed by VAR.  Customer may change Customer’s notice address by sending a written notice to Availity at the aforementioned address with a mandatory copy to VAR.  Customer may not assign any of Customer’s rights or responsibilities under these RealMed Required Terms without the prior written consent of RealMed.  RealMed may assign its rights to an affiliate provided that any such assignment shall not relieve RealMed of its obligations hereunder.  These RealMed Required Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of laws provisions. Any dispute arising out of or related to this Agreement or the Services shall be instituted exclusively in the state or federal courts located in Duval County, Florida, and each party irrevocably submits to the exclusive jurisdiction of such courts. These RealMed Required Terms (including any additional licensing terms or use policies incorporated herein by reference) contain the entire understanding of RealMed and Customer with regard to the subject matter contained herein. No consent or waiver, express or implied, by RealMed, Customer or VAR to these RealMed Required Terms with respect to any breach or default by RealMed or Customer, as applicable, hereunder shall be deemed or construed to be a consent or waiver with respect to any other breach or default by RealMed or Customer, as applicable, of the same provision or any other provision of these RealMed Required Terms.  Failure on the part of RealMed or Customer, as applicable, to complain of any act or failure to act of RealMed or Customer, as applicable, or to declare RealMed or Customer, as applicable, in default, shall not be deemed or constitute a waiver by RealMed or Customer, as applicable, of any rights hereunder.  In case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable, such holding shall not affect any other provisions of these RealMed Required Terms, but these RealMed Required Terms shall be construed as if such invalid, illegal or unenforceable provision or provisions had never been contained herein.

10. Payer Terms and Conditions.

As a condition to allowing RealMed to provide certain information, health care insurance plans (“Payers”) may require Customer to consent to certain terms and conditions pertaining to electronic exchange of health care information, including, but not limited to an Electronic Payment Agreement.  Customer hereby agrees to abide by any such Payer terms and conditions, including any required Electronic Payment Agreement, set forth at www.realmed.com/thirdparty. In addition, Customer agrees that, with respect to Medicaid eligibility transactions: (a) access to eligibility information is restricted to the sole purpose of verification of Medicaid eligibility where the recipient has requested Medicaid payment for medical services; (b) verification of eligibility under the system is not a guarantee of payment and the records as to the recipient’s eligibility status shall be the final authority; and (c) Customer agrees to abide by applicable federal and state laws regarding confidentiality of information.

11. VAR Access.  Customer understands that the Essentials Pro Services are provided by RealMed in cooperation with Consequently, Customer hereby authorizes RealMed to allow VAR to have access to PHI used in the RealMed applications or Essentials Pro Services or the VAR Platform to allow support of Customer’s payment, treatment and health care operations and as otherwise permitted by applicable law, including HIPAA.  Customer also expressly grants RealMed permission to provide VAR with information and access to RealMed’s systems and the Essentials Pro Services to allow VAR to assist Customer in utilizing and accessing the RealMed application and/or Essentials Pro Services and for other reasons set forth in these RealMed Required Terms.  Specifically, Customer authorizes RealMed to provide VAR access or otherwise take action to assist VAR with the performance of the Essentials Pro Services. The performance of the Essentials Pro Services includes but is not limited to:  (i) enrollment with payers for EDI exchanges and access, (ii) administration of passwords and credentials, (iii) support, (iv) interfaces and (v) maintenance and upgrades to the Essentials Pro Services.  Notwithstanding the foregoing, nothing herein shall be construed to place VAR or RealMed in a relationship of partners or joint venturers. Customer acknowledges that VAR’s employees are not employees, agents or legal representatives of RealMed, and VAR’s employees have no authority or power, expressed or implied, to obligate or bind RealMed in any manner whatsoever or to waive or amend these RealMed Required Terms or any portion of these RealMed Required Terms. 

12. User Access and Security.

Customer is responsible for all acts or omissions by Customer’s users of the Essentials Pro Services, and for any liabilities, losses, damages, injunctions, suits, actions, fines, penalties, claims, or demands of any kind or nature by or on behalf of any person, party, or governmental authority incurred by RealMed as a result of Customer’s or Customer’s users’ use of the Essentials Pro Services.  Customer is solely responsible for: (i) maintaining the strict confidentiality of the IDs and passwords assigned to Customer and Customer’s users; (ii) instructing Customer’s users to not allow another person to use users’ IDs or passwords to access the RealMed application or Essentials Pro Services; and (iii) any charges, damages, or losses that may be incurred or suffered as a result of Customer’s or Customer’s users’ failure to maintain the strict confidentiality of users’ IDs and/or Passwords.  Customer shall designate an individual to administer all security and user authority settings related to the RealMed application and Essentials Pro Services and such person shall be set forth in the security hierarchy in the application.  RealMed and VAR may rely upon actions and directions from such administrator.

13. Ownership and Proprietary Rights.

Customer acknowledges that RealMed owns all proprietary rights, including patent, copyright, trade secret, trademark and other proprietary rights and shall retain title and all other ownership and proprietary rights in and to the RealMed application and the Essentials Pro Services and information developed by RealMed in connection with its performance of the Essentials Pro Services to Customer under these RealMed Required Terms, including, without limitation, any corrections, bug fixes, enhancements, updates or other modifications, including custom modifications to the Essentials Pro Services and any custom modifications made by RealMed.  Such ownership and proprietary rights shall include, without limitation, any and all rights in and to patents, trademarks, copyrights, and trade secret rights. RealMed and Customer agree that the Essentials Pro Services are not “work made for hire” for Customer within the meaning of U.S. Copyright Act 17 U.S.C. Section 101.  Customer shall not take any acts inconsistent with the foregoing.

14. Modifications and Derivative Works. 

Customer shall not (a) copy, modify or create derivative works or improvements of the Essentials Pro Services; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Essentials Pro Services to any person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service; (c) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code, models or algorithms used in the Essentials Pro Services, in whole or in part; (d) bypass or breach any security device or protection used by the Essentials Pro Services or access or use the Essentials Pro Services other than by a validly registered user through the use of his or her own then valid access credentials; (e) input, upload, transmit or otherwise provide to or through the Essentials Pro Services, any information or materials that are unlawful or injurious, or contain, transmit or activate any harmful code; (f) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Essentials Pro Services, in whole or in part; (g) remove, delete, alter or obscure any trademarks, specifications, documentation, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any portion of the Essentials Pro Services, including any copy thereof; (h) access or use the Essentials Pro Services in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any third party, or that violates any applicable law; (i) access or use the Essentials Pro Services for purposes of competitive analysis of the Essentials Pro Services or the development, provision or use of a competing software service or product; or (j) otherwise access or use the Essentials Pro Services beyond the scope of the authorization granted to Customer under these RealMed Required Terms. 

15. Confidential Information. 

15.1. Definitions.  As used herein:

(i) “Confidential Information” means any information or data of a party hereto or a third party in oral, electronic, or written form that the Receiving Party knows, or should know by the nature of the information or its disclosure, is proprietary or confidential to the Disclosing Party, including, without limitation, the terms and conditions of these RealMed Required Terms, trade secrets, technology, information pertaining to the Disclosing Party’s business operations and strategies, pricing and marketing. Confidential Information shall not include information that: (a) is already known to the Receiving Party without restriction on use or disclosure prior to receipt of such information from the Disclosing Party; (b) is or becomes generally known by the public other than by breach of these RealMed Required Terms by, or other wrongful act of, the Receiving Party; (c) is developed by the Receiving Party independently of, and without reference to, any Confidential Information of the Disclosing Party; or (d) is received by the Receiving Party from a third party who is not under any obligation to the Disclosing Party to maintain the confidentiality of such information. 

(ii) “Disclosing Party” means a party that discloses Confidential Information under these RealMed Required Terms.  

(iii) “Receiving Party” means a party that receives or acquires Confidential Information directly or indirectly under these RealMed Required Terms. 

15.2. The Receiving Party agrees:  

(i). not to disclose or otherwise make available Confidential Information of the Disclosing Party to any third party without the prior written consent of the Disclosing Party; provided, however, that the Receiving Party may disclose the Confidential Information of the Disclosing Party to its officers, employees, consultants and advisors who have a “need to know” and who are themselves bound by nondisclosure obligations at least as restrictive as those set forth in this Section 15; and 

(ii). to immediately notify the Disclosing Party in the event it becomes aware of any loss or disclosure of any of the Confidential Information of the Disclosing Party. 

15.3. If the Receiving Party becomes legally compelled to disclose any Confidential Information, the Receiving Party shall, if legally permissible, provide:  

(i). prompt written notice of such requirement to the Disclosing Party so the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy; and  

(ii) reasonable assistance, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.  

16. Abusive or Excessive Use of Transactions. 

Customer is not permitted to submit any type of transactions in a manner that RealMed reasonably deems to be excessive or abusive.  Abusive or excessive use of transactions includes scraping or phishing for eligibility or other activities that result in abnormally high failed transactions.  In the event RealMed believes a transaction is being “abused,” RealMed shall provide a detailed notice to Customer and/or VAR setting forth the reason(s) for RealMed’s belief and RealMed, VAR and Customer will, within ten (10) business days, meet to discuss and resolve in good faith the “abused” transaction. 

17. Annual AMA Licensing Fees. 

VAR's payment of fees to RealMed include licensing fees related to the Current Procedural Terminology (“CPT”) Codes.  The American Medical Association (“AMA”) requires entities that utilize CPT Codes in their products and services to license such use.  RealMed has acquired a license to use CPT codes in the Services (as defined in Section 2 (Essentials Pro Services) of these RealMed Required Terms provided by RealMed.  The AMA further requires RealMed to include the terms and conditions attached as Exhibit 3 (American Medical Association – Required Terms) in RealMed’s agreements with RealMed’s customers, including Customer.  RealMed reserves the right to update the terms and conditions set forth in Exhibit 3 as required by the AMA.   

18. American Hospital Association (“AHA”) UB-04 Billing Code Manual Licensing. 

OFFICIAL UB-04 DATA SPECIFICATIONS MANUAL, 2023, is copyrighted by American Hospital Association (“AHA”), Chicago, Illinois.  No portion of the OFFICIAL UB-04 MANUAL may be reproduced, sorted in a retrieval system, or transmitted, in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, without the prior express, written consent of AHA. 

19. Exhibits.

The following Exhibits are attached to these RealMed Required Terms and made a part hereof:

Exhibit 1: Essentials Pro Standard Services Descriptions 

Exhibit 2: Essentials Pro Additional Services Descriptions and Additional Terms and Conditions 

Exhibit 3: American Medical Association – Required Terms 

 

Exhibit 1 

Essentials Pro Standard Services Descriptions 

RealMed will provide the Standard Services described below to Customer. Customer's use of the Standard Services are subject to the RealMed Required Terms and any additional terms set forth in this Exhibit 1. 

  1. Eligibility. Provides a single source for batch (270/271) and individual eligibility verification via RealMed’s universal Internet portal. This feature can be used prior to patient appointment or for patient walk-ins. RealMed RCM eligibility verification allows immediate follow-up with the patient, minimizing time spent with the payer on the phone or visiting multiple Web sites. Through this service, RealMed RCM also allows generation and print-out of standard reports that contain patient demographic information and coverage information, including deductible, co-payment and coverage limits. A complete listing of RealMed’s current eligibility payer connections can be accessed at www.realmed.com/payerlist. RealMed’s list of payers is periodically updated and RealMed reserves the right to remove available payers that fail to meet RealMed’s security or business requirements. Some eligibility inquiries carry a per-transaction fee as set forth in the Order Form. Note:  The Eligibility Service does not include the advanced functionality included with the Real-Time Eligibility Service and/or the Advanced Real-Time Eligibility Service. 
  2. Claim Editing & Correction. Provides multiple levels of edits, including standard claim data validations, HIPAA-related edits, CCI (Correct Coding Initiative) edits, Medicare edits and customizable edits by the practice. Certain edits can be turned off and on at will for discovering patterns and trends and working issues. Errors are mapped to the actual field on the Edit Claims screen and English-language descriptions of errors and recommended actions are attached to make correction and resubmission much easier. In addition, Claim Editing & Correction dramatically reduces rejects due to eligibility errors by automatically populating the claim header information with the exact data from the payer’s eligibility file for claims to certain payers. 
  3. Claim Submission & Management. Provides a single online portal for submitting claims online to over 2,000 payers. Submission of a single co-mingled batch of all claims to all payers on a regularly scheduled cycle is typical. This allows timelier and more productive follow-up and resubmission of rejected claims through one easy-to-use online Claims Edit/Error Management screen. Submission through RealMed RCM includes all integrated, direct online and EDI payers. A complete listing of RealMed’s current claims submission connections can be accessed at www.realmed.com/payerlist. RealMed’s list of payers is periodically updated and RealMed reserves the right to remove payers that fail to meet RealMed’s security or business requirements.
  4. Claims Status. Provides real-time claims status on all claims sent via RealMed, with constant automatic refresh of status information for many payers as well as supporting documentation such as the Explanation of Benefits and Summary of Services. This Service eliminates the lengthy phone calls to payers by providing a single source for quickly and efficiently tracking up-to-the-minute claim status.
  5. Remittance & Payment. Provides an 835 Electronic Remittance Advice (ERA) from payers that are able to generate and send these transactions to RealMed. RealMed returns 835 ERAs in two formats – machine readable (for auto-posting) and human readable (for print-out and distribution within the practice). A complete listing of RealMed’s current ERA payer connections can be accessed at www.realmed.com/payerlist. RealMed’s list of payers is periodically updated and RealMed reserves the right to remove available payers that fail to meet RealMed’s security or business requirements. Some ERA transactions carry a per-transaction fee as set forth in the Order Form.
  6. Reporting. Allows practices to run a series of schedulable standard and customizable reports that track progress of all transactions, expose error patterns, analyze payment results and review operational efficiency measures. 
  7. Security & Administration. Provides features that allow practice administrators to manage office settings, user preferences and secure feature access within the RealMed RCM application. Settings can be based on practice user roles or office security levels.
  8. Denial Management. Gives Customers the ability to manage their denial management workflow within the application.  Customers will have the ability to customize user workflows, resubmit claims, and access appeal forms in one location. Additionally, Customers may assign, organize, appeal or work denials all with real-time analytics and pattern reporting.   
  9. Institutional Claims Service.  RealMed’s Institutional Claim Service provides a single online portal for submitting 837I claims online to payers. Submission of a single co-mingled batch of all claims to all payers on a regularly scheduled cycle is typical. This allows timelier and more productive follow-up and resubmission of rejected claims through one easy-to-use online Claims Edit/Error Management screen.  The Institutional Claims Service only supports a 5010 compliant 837I file format.  As such, Customer's patient accounting system (practice management or Hospital Information System ("HIS") must support a 5010 compliant 837I claim file.

 

Exhibit 2 

Essentials Pro Additional Services Descriptions and Additional Terms and Conditions 

The Additional Services described in this Exhibit 2 are subject to both the RealMed Required Terms and any Additional Terms and Conditions set forth herein.  To the extent of any conflict between the Additional Terms and Conditions set forth herein and the RealMed Required Terms, the Additional Terms and Conditions shall govern and control. 

 

Attachment 2-A 

Primary Drop-to-Paper Claims Service 

Service Description.  The Primary Drop-to-Paper Claims Service provides an economical way of dropping claims to paper and mailing them to payers. By identifying the claims in each electronic batch that cannot be sent via EDI, Availity Essentials Pro expedites the submission process by automatically printing the claims, placing them in envelopes and mailing them to the appropriate payers.  The Availity Essentials Pro reports and status screens also include status information on these payer claims. The Drop-to-Paper feature is available to the practice as an optional service at the individual fees described on page one. 

 

Attachment 2-B 

Real-Time Eligibility (“RTE”) Service 

Service Description.  The Real-Time Eligibility (“RTE”) Service allows for the submission of eligibility verification inquiries from Customer's host system without entering data in RealMed’s application or sending a batch of eligibility inquiries to RealMed.  This Service minimizes time spent with payers on the phone or visiting multiple websites and is designed to allow users to stay in the host system.  The RTE Service is for the express purpose of: (i) allowing users to check eligibility prior to a patient's appointment, (ii) checking eligibility on walk-ins, and (iii) following up on eligibility issues while working on claims or denials.  The eligibility request is submitted in a 270 format, and real-time eligibility responses are received in a 271 response via a SOAP webservice.  The RTE Service is not intended (nor is Customer permitted) to submit eligibility requests in an attempt to discover if a patient has coverage with one or more payers.   

The RTE Service utilizes a standard ANSI 270/271 format with basic format and compliancy checking.  Requests may be triggered manually by a user or through automated functionality within Customer's host system.  Many host systems allow such exchange as a general feature, but Customer is responsible for confirming the availability of the feature in its host system and paying any integration or other fees required by its host system vendor.  Customer may not maintain more than four (4) concurrent connections with RealMed for validation.  If Customer chooses to automate real-time submissions from the host system, RealMed reserves the right to specify timing for bulk submissions. 

The eligibility verification component of the Service allows immediate follow-up with the patient, minimizing time spent with the payer on the phone or visiting multiple websites and also allows the generation of standard transactions that contain patient demographic information and coverage information, including deductible, co-payment, and coverage limits.  A complete list of RealMed’s current eligibility payer connections can be accessed at www.realmed.com/payerlist.  RealMed’s list of payers is periodically updated, and RealMed reserves the right to remove available payers that fail to meet RealMed’s security or business requirements.  As noted on RealMed’s website, some eligibility inquiries carry a per-transaction fee.   

Customer acknowledges and agrees that the RTE Service may be subject to outages and occurrences on networks not controlled by RealMed and other factors not controlled by RealMed, including limitations inherent in payers’ and third-parties’ systems. 

Additional Terms and Conditions: 

  1. Abusive or Excessive Use.  Customer agrees not to submit transactions, or any Additional Submissions (as defined in Section 2 (Additional Submissions and Fees) below), in a manner that RealMed deems to be excessive or abusive usage. Abusive or excessive use of transactions includes scraping or phishing for eligibility or other activities that result in abnormally high failed transactions.  RealMed will monitor Customer’s usage on a monthly basis, and RealMed shall notify Customer if such usage issues are identified.  RealMed and Customer agree to work in good faith to remediate any such issues. Remediation efforts may include, but are not limited to, Customer addressing the issues that are contributing to such abusive or excessive use.  To the extent the issue is not resolved within thirty (30) days of RealMed’s notice to Customer, RealMed may utilize technical measures to prevent such usage and may suspend or terminate the connection if RealMed determines, in its sole discretion, that Customer’s use is abusive or excessive.  If RealMed does not suspend or terminate the connection, RealMed reserves the right to charge Customer $0.10 per transaction.  
  1. Additional Submissions and Fees.  RealMed may, from time to time, make available to Customer additional types of submissions of data to health care payers that are not listed or described in this Agreement (“Additional Submissions”) for additional fees.  Customer’s use of any such Additional Submissions shall be Customer’s agreement to pay the fees charged and to comply with any additional terms, conditions and obligations made known to Customer with respect to the Additional Submissions.  All Additional Submissions made available to Customer shall be subject to this Agreement, and any additional terms, conditions and obligations made known to Customer.   
  1. Obligations of Customer.  Customer shall:   

(i) Assist submitters through its help desk with respect to inquiries or problems relating to technical aspects of the use of the Customer’s system and inquiries that directly relate to the Services provided by RealMed pursuant to this Agreement. 

  1. Conduct with RealMed electronic transmissions (a) in a format acceptable to RealMed that is mutually agreed upon; (b) in accordance with RealMed’s applicable transmission guidelines; and (c) as otherwise agreed upon from time to time. 
  1. Furnish all data necessary for RealMed to conduct transactions as required by this Agreement and the HIPAA Transactions Rule (45 Code of Federal Regulations Parts 160, 162). 
  1. Use any data received by Customer in a transaction delivered or made available to Customer by RealMed under this Agreement solely to deliver the transaction to Customer’s applicable contracted healthcare providers and their agents.  Upon receipt of notice from RealMed, promptly delete any data or information erroneously routed, provided, delivered, or made available to Customer by RealMed. 
  1. Make reasonable attempts to determine the cause of any and all transaction discrepancies of which RealMed notifies Customer.  RealMed may notify Customer of discrepancies by electronic notice of transaction rejection, or written, electronic, or oral communications.  Customer shall respond to RealMed concerning such discrepancies within a reasonable time. 
  1. Designate an email, web service, and/or contact person who shall be available twenty-four (24) hours a day, seven (7) days a week to answer questions and otherwise assist RealMed with any technical problems that arise in connection with the Customer’s system and its interoperability with RealMed’s system.  Customer will provide RealMed with contact information to notify Customer in the event of malfunction. Customer shall also designate an email and/or contact person who shall be available twenty-four (24) hours a day, seven (7) days a week to answer cyber security related questions. 

In addition, Customer shall not: 

  1. use fraudulent or incorrect information to register with RealMed;  
  1. allow anyone other than Customer and its authorized employees or subcontractors to submit transactions or Additional Submissions to RealMed, provided that Customer shall be fully responsible for all acts and omissions of its employees and subcontractors; 
  1. violate any laws or regulations, or violate any rights of third parties, or expose RealMed, its officers, directors, members, managers, employees, or agents to legal liability in Customer’s use of the services provided by RealMed hereunder; 
  1. copy, adapt, reformat, reverse-engineer, attempt to derive the source code of any software or security component or otherwise reduce it to a human-perceivable form, disassemble, decompile, translate or otherwise modify the software used by RealMed to provide services under this Agreement. 
  1. submit to RealMed any data that is subject to the European Union Data Protection Regulation 2016/679 (“GDPR”). 
  1. interfere with or disrupt RealMed’s servers or networks (including, but not limited to, by means of the transmission of any virus, worm, Trojan horse, or other items of a destructive or harmful nature); or 
  1. violate, tamper with or circumvent the security of any computer network, software, passwords, encryption codes, technological protection measures or to enable others to do so. 
  1. Relationship Between Parties. 
  1. Customer represents and warrants that it has written authorization to submit transactions (including claims) to RealMed on behalf of healthcare providers.  
  1. Customer will not make any representations or warranties to any entity with respect to RealMed’s services that are inconsistent with the terms of this Agreement. 
  1. With respect to Medicaid eligibility transactions, Customer agrees, and will require those that submit transactions to Customer to agree, that:  (a) access to eligibility information shall be restricted to the sole purpose of verification of Medicaid eligibility where the recipient has requested Medicaid payment for medical services; (b) verification of eligibility under the system is not a guarantee of payment and the records as to the recipient’s eligibility status shall be final authority; and (c) it will abide by the applicable federal and state laws and regulations regarding confidentiality of information. 

(iv) Each party owns all worldwide right, title, and interest in and to its trademarks, service marks, trade names, logos and such other business identifiers (“Marks”), and the other party will hereby acquire no rights in such Marks.  Except as otherwise expressly provided in this Agreement, neither party shall use the name or the Marks, whether registered or not, of the other party in publicity releases or advertising or in any other manner, without securing the prior written approval of the other party.  

  1. Each party will cooperate in any reasonable request by the other to test any transactions between the parties, but neither party will be obligated to undertake or participate in tests that it reasonably believes will interfere with its regular business functions.  Either party may take reasonable steps with respect to any test to protect its systems, data, software and other property.  Upon completion of the successful functional testing, each party will certify with the other by completing the test cases and supplying the response to the other party via e-mail for comparison to the expected result.  The transactions may be placed in production only after all test cases have been successfully submitted with clean response comparisons.   

 

Attachment 2-C 

Self-Pay Eligibility Verification (“SPEV”) Service 

Service Description.  The Self-Pay Eligibility Verification (“SPEV”) Service enables Customer to run eligibility verification searches for a patient against multiple payers at one time.  The workflow screens provide features allowing Customer to configure the search criteria, the included payers to be searched and key status information of patient(s) being submitted for the eligibility verification search.  All eligibility searches conducted via the Self-Pay Eligibility Service are required to be submitted in a batch eligibility file format based on RealMed’s file specifications, as detailed in the RealMed Integration Manual.  All files submitted will be processed by RealMed and the results will be returned to Customer within (5) five days from the time of submission to RealMed by Customer. Payer availability for the Self-Pay Eligibility Verification Service may change without notice as payers change search options and limit the number of transactions that can be processed.  Self-Pay Eligibility Verification files are submitted for response overnight during off-peak hours.  The results will be provided in the form of reports which will reflect the payer eligibility information for the set of patients submitted and can be used to determine if the patient actually has or had coverage under one or more commercial, Blue or Medicaid plans by reporting the patient “Hits” (Active/Not Matched) returned by the payer.  A Hit will be a designation of Active or Not Matched by a payer.  

 

Attachment 2-D 

Electronic Attachments for Medical Claims Service and  

Drop-to-Paper Attachments for Medical Claims Service 

Service Description.  RealMed shall receive attachments for medical claims from Customer and transmit them directly to the payer for electronic submission or through a third party (to facilitate printing and mailing of the attachments and corresponding claims), thereby enabling Customer to submit electronic attachments for medical claims.  If a payer is unable to receive electronic attachment transactions, such claims may be dropped to paper.  

Additional Terms and Conditions.  RealMed billing for the Electronic Attachments for Medical Claims is based on the number of electronic attachments (with attachment defined as a 275 transaction and can contain up to 10 unique attachments) and/or the number of printed claims and attachments submitted to RealMed by Customer calculated as per claim transaction rates.  "Submission" is defined as the act of sending the 275 transaction to the payer.  If the base subscription rate is based on claim volume calculations (i.e. for FTE calculations or transaction rates), the corresponding claims submitted with the electronic 275 transaction will count towards the base rate as this service is for the submission of 275 transaction.  For attachments sent via a third party to facilitate printing and mailing, pricing of this service is subject to increases or decreases of the USPS. 

 

Attachment 2-E 

Secondary Drop-to-Paper Service 

Service Description.  RealMed will transmit secondary claims generated by Customer through their host system to a payer either electronically or via paper per the following details. Secondary claims will be sent electronically if the payer accepts them. If the payer does not accept electronically submitted secondary claims, the secondary claims will be dropped to paper and mailed to the secondary payer. The format for the printed secondary claim is a CMS 1500 or UB 04 and the associated Explanation of Payment (“EOP”) is in Medicare format. Customer must submit secondary claims data as HIPAA compliant 837P and 837I files with adjustment and payer payment information from the primary payer. 

 

Attachment 2-F 

Predictive Editing Service 

Service Description and Requirements.  The Predictive Editing Service utilizes an algorithm and artificial intelligence tools to predict the denial of a healthcare claim (837) which with user action can be corrected to increase the likelihood that the claim results in a payment (instead of a denial) at the time of claim submission by a provider.  Predictions are presented within existing claim edit / error workflows.  Existing features for managing and configuring claim edit / error workflows may be applied to the Predictive Editing Service.  

The Predictive Editing Service is accessible’ via an API that returns the predicted denied lines and information detailing the issue with the claim and requires Availity’s Predictive Editing Vendor (as defined in Subsection B (Independent Service Vendor) of the Additional Terms and Conditions set forth below) to access the claim (837 I and P), remit (835) and eligibility transactions (270/271) data of RealMed’s clients (including Customer) for continued “tuning” and improvement of the Predictive Editing Service.   
 

Additional Terms and Conditions: 

  1. Restrictions on Use.  Customer shall not:  (i) copy, modify or create derivative works or improvements of the Predictive Editing Service; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Service to any person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service; (iii) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code, models or algorithms used in the Predictive Editing Service, in whole or in part; (iv) bypass or breach any security device or protection used by the Predictive Editing Service or access or use the Predictive Editing Service other than by a validly registered user through the use of his or her own then valid access credentials; (v) input, upload, transmit or otherwise provide to or through the Predictive Editing Service any information or materials that are unlawful or injurious, or contain, transmit or activate any harmful code; (vi) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Predictive Editing Service, in whole or in part; (vii) remove, delete, alter or obscure any trademarks, specifications, documentation, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any portion of the Predictive Editing Service, including any copy thereof; (viii) access or use the Predictive Editing Service in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any third party, or that violates any applicable law; (ix) access or use the Predictive Editing Service for purposes of competitive analysis of the service or the underlying predictive models, the development, provision or use of a competing software service or product; and/or (x) otherwise access or use the Predictive Editing Service beyond the scope of the authorization granted to it. 
  1. Independent Service Vendor.  Customer understands that the Predictive Editing Service described herein is provided by RealMed in cooperation with an independent service vendor (the “Predictive Editing Vendor”).  Consequently, Customer hereby authorizes RealMed to allow the Predictive Editing Vendor to have access to PHI used in the Availity Essentials Pro application solely to support Customer’s payment, treatment and health care operations and as otherwise permitted by applicable law, including the Health Information Portability and Accountability Act of 1996.  Notwithstanding the foregoing, nothing herein shall be construed to place the Predictive Editing Vendor or RealMed in a relationship of partners or joint venturers.  Customer acknowledges that the Predictive Editing Vendor’s employees are not employees, agents or legal representatives of RealMed and that RealMed’s employees are not employees, agents or legal representatives of the Predictive Editing Vendor.  The Predictive Editing Vendor’s employees have no authority or power, expressed or implied, to obligate or bind RealMed in any manner whatsoever or to waive or amend any portion of this Agreement. 
  1. No Warranties. NEITHER REALMED NOR THE PREDICTIVE EDITING VENDOR MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, AND REALMED AND PREDICTIVE EDITING VENDOR EACH SPECIFICALLY DISCLAIM ALL OTHER EXPRESS AND ALL OTHER IMPLIED WARRANTIES, WRITTEN AND ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES ARISING FROM A COURSE OF DEALING, TRADE USAGE, AND TRADE PRACTICE, AND WARRANTIES OF TITLE AND NON-INFRINGEMENT.  THE PREDICTIVE EDITING SERVICE IS OFFERED AND PROVIDED ON AN "AS IS" BASIS. Neither RealMed nor Predictive Editing Vendor warrant that the Predictive Editing Service will meet Customer’s requirements or that the operation of the Predictive Editing Service will be uninterrupted or without error.  If the Predictive Editing Service contains errors or is unavailable, RealMed shall provide correction and/or replacement, or, in its sole discretion, refund amounts paid for the Predictive Editing Service.  This is RealMed’s sole and entire liability for the Predictive Editing Service.  RealMed does not state or claim to Customer that RealMed guarantees or warranties the Predictive Editing Service in any manner that is inconsistent or beyond the warranties provided herein.
  2. Condition of Receipt.  As a condition to receiving the Predictive Editing Service, Customer hereby specifically acknowledges and agrees as follows:
  1. RealMed has the right to aggregate and use Customer’s data, including, but not limited to Protected Health Information (“PHI”), during the term of this Agreement and after any termination thereof.  
  1. RealMed exclusively owns all right, title and interest in all of the Services, including, but not limited to the Predictive Editing Service, and any modifications or enhancements thereto or derivative works thereof, as well as any routines, interfaces, codes or methodologies created, used or developed by RealMed or RealMed’s vendors.  RealMed hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable, worldwide right and license to use the Predictive Editing Service for the term of this Agreement pursuant to the terms and conditions set forth herein and this Agreement.   
  1. The Predictive Editing Service is subject to the Standard Terms and Conditions of this Agreement as well as the Additional Terms and Conditions set forth in Section E (BAA Amendment) below.   
  1. BAA Amendment.

(i) Customer hereby acknowledges and agrees that the Predictive Editing Service is subject to the Business Associate Agreement by and between RealMed and Customer (as amended from time to time, the “BAA”).  Customer hereby grants RealMed the right to aggregate Customer’s data, including PHI, in accordance with in 45 C.F.R. Part 164.514 in order for RealMed to provide the Services, including the Predictive Editing Service, and other analytics and advisory services relating to the payment, treatment and/or healthcare operations.   

(ii) Customer also grants RealMed the right to de-identify Customer’s data in accordance the requirements of 45 C.F.R. Part 164.514.  

(iii) RealMed may use de-identified data (“De-Identified Data”) to perform the Services and for other lawful purposes; provided, however, that: 

  1. RealMed will not sell such De-Identified Data to any third party or otherwise license such De-Identified Data to any third party for any purpose other than improving services provided through RealMed and its affiliates; 
  1. RealMed will not re-identify, or take or permit any action by a third party that would re-identify or attempt to re-identify, any individuals whose information is included in the De-Identified Data; 
  1. RealMed has implemented and shall maintain technical safeguards that prohibit the re-identification of any individuals whose information is included in the De-Identified Data; 
  1. RealMed has implemented, and shall maintain, business processes that specifically prohibit the re-identification of the De-Identified Data; 
  1. RealMed has implemented, and shall maintain, business processes to prevent inadvertent release of the De-Identified Data; 
  1. Unless otherwise required by law, RealMed shall not disclose any De-Identified Data to any third party unless such third party agrees in writing that it is subject to the restrictions set forth in this Subsection (iii).  
  1. RealMed acknowledges that re-identification of De-Identified Data is prohibited by certain applicable laws, including California privacy laws.  
  1. Termination.  Either party may terminate the Predictive Editing Service at any time by providing the other party with thirty (30) days’ prior written notice (email is acceptable) of termination.  In the event Customer elects to terminate its use of the Predictive Editing Service, Customer will send the notice of termination to legalnotice@availity.com.  The rights granted to RealMed by Customer as set forth in Section D (Condition of Receipt) and Section E (BAA Amendment) above and any other terms and conditions meant to survive termination of this Agreement (including, but not limited to, payment of undisputed fees) shall survive any such termination.  
  2. Confidentiality.  RealMed’s provision of the Predictive Editing Services and any other Services are subject to the confidentiality obligations by and between RealMed and Customer.  
  3. Conflict.  The parties specifically acknowledge and agree that in the event of a conflict between or among the provisions of this Agreement, the BAA, the Additional Terms and Conditions set forth in this Attachment 2-F or any other agreement, oral or written, between the parties, the provisions set forth in this Attachment 2-F shall govern and control unless otherwise expressly agreed to in writing by the parties.  Any modification to Section E (BAA Amendment) of this Attachment 2-F must specifically reference Section E and shall be binding only if evidenced in writing signed by an authorized signatory of each party to this Agreement.

 

Exhibit 3 

American Medical Association – Required Terms 

For purposes of this Exhibit 3, “Licensee” shall mean RealMed Corporation, a wholly-owned subsidiary of Availity, L.L.C., “End User” shall mean the Customer utilizing the Essentials Pro Services referenced in the End User License Agreement and “End User License Agreement” shall mean the RealMed Corporation – Required Terms.  Capitalized terms not defined in this Exhibit 3 shall have the same meanings as set forth in the End User License Agreement.  

  1. The Licensed Content is copyrighted by the American Medical Association (the “AMA”), and CPT is a registered trademark of the AMA.  The “Licensed Content” is defined as the “Current Procedural Terminology (CPT®) Data File,” which means the content, in electronic form, from the print publication Current Procedural Terminology, Fourth Edition, and the CPT Standard data file published by the AMA, each as updated by the AMA from time to time. 
  1. Licensee, as a party to a license agreement with the AMA, is authorized to grant, and hereby grants, to End User a limited, non-exclusive, non-transferable (except in connection with a permitted assignment of the End User Agreement by End User), non-sublicensable license and right for End User to access and use Licensed Content in Licensee’s Licensed Products to which End User then has rights under the End User License Agreement, for the sole purpose of internal use thereof by End User within the Territory. The sublicense granted hereunder shall automatically terminate upon the expiration or termination of the agreement between Licensee and AMA and of Licensee’s license and rights to distribute the Licensed Content thereunder, unless prior written consent of AMA is obtained by Licensee or a license agreement directly between End User and the AMA is entered into by End User and the AMA.  “Licensed Products” shall mean the Services set forth in the Services Agreement (as may be amended from time to time). 
  1. The provision of updated Licensed Content in the Licensed Products is dependent on a continuing contractual relationship between Licensee and the AMA. 
  1. End User is prohibited from making Licensed Content publicly available, creating derivative works (including translating) of Licensed Content, or transferring (except in connection with a permitted assignment of the End User Agreement by End User), selling, leasing, licensing, or otherwise making available to any unauthorized party the Licensed Content or a copy or portion of Licensed Content.  For the avoidance of doubt, End User may permit its employees and agents, and its third-party contractors and consultants that are subject to obligations of confidentiality that are at least as stringent as those set forth in the End User Agreement, to access and use Licensed Content in accordance with the terms hereof, as necessary and appropriate in fulfilling their duties and obligations to End User. 
  1. End User expressly acknowledges and agrees that, to the extent permitted by applicable law, use of the Licensed Content is at End User’s sole risk and the Licensed Content 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 related components regarding the fees charged for medical services are not assigned by the AMA and are not part of the CPT coding included in the Licensed Content, and the AMA is not recommending the use of any particular fee schedules, relative value units, conversion factors, or related components. The Licensed Content does not replace the AMA’s Current Procedural Terminology book or other appropriate coding authority. The coding information contained in the Licensed Content should be used only as a guide.   
  1. End User is required to keep records and submit reports to Licensee including the information necessary for the calculation of royalties payable to the AMA by Licensee, of the same type, and at the same frequency, as required of Licensee under the license agreement between Licensee and the AMA. All records and reports required of End User under this Section shall be subject to audit by AMA. RealMed agrees to track any required data for End User under this Exhibit 3. 
  1. U.S. Government End Users. CPT is commercial technical data which was developed exclusively at private expense by the American Medical Association (AMA), 330 North Wabash Avenue, Chicago, Illinois 60611.  This agreement does not grant the federal government a direct license to use CPT based on FAR 52.227-14 (Data Rights - General) and DFARS 252.227-7015 (Technical Data - Commercial Items).   
  1. End User must require anyone under its direction and control who has authorized access to the Licensed Products to comply with the provisions of the End User Agreement pertaining to the Licensed Content or the AMA. 
  1. For the purposes of this Exhibit 3 only, the AMA shall be deemed a third-party beneficiary of the End User Agreement.  
  2. End User expressly consents to the release of its name to the AMA for purposes of identifying End User as an authorized user of the Licensed Content.