Terms and Conditions

Please review these nThrive Solutions (as defined below) Terms of Use (these, “Terms of Use”). By clicking “I AGREE” and accessing any nThrive Solution, you acknowledge that you have read the Terms of Use set forth below and agree to abide by and be bound to these Terms of Use. As used in these Terms of Use, “nThrive” means nThrive, Inc., and its affiliates, with a corporate office at 200 North Point Center East Suite 600, Alpharetta, Georgia, 30022.

The nThrive Solutions may be accessed directly at store.nthrive.com(the “Site”).

These Terms of Use govern your access to any nThrive-branded resources, content and application, including any updates, enhancements, and new features therein (collectively, the “nThrive Solutions”)available on the Site. The nThrive Solutions include, but are not limited to: (i) the nThrive Education information (including the online courses and training materials), software (including the training platform), photos, video, graphics, music, sounds and other materials, (ii) certain KnowledgeSource content; and (iii) any technology required for such products, software, and tools to function, including tangible or intangible aspects such as processes, logic, techniques, algorithm or content; and content such as rules, directions, tips or warnings produced or communicated by nThrive directly or indirectly, inclusive of any content displayed or consumed within other vendor solutions. Reference to “the nThrive Solutions” expressly includes each individual nThrive Solution. You acknowledge and agree that by accepting the Terms of Use for one nThrive Solution, your acceptance of the Terms of Use will apply to any and all individual nThrive Solutions available through the Site now and in the future. You expressly agree that your acceptance of the Terms of Use will be valid for all individual nThrive Solutions, even though you may not be prompted with the Terms of Use for acceptance upon first login to subsequent individual nThrive Solutions.

If you are accessing the nThrive Solutions in your capacity as an executive, employee, consultant, or agent (each, an “affiliate”) of a company, then you acknowledge that your consent to these Terms of Use is sufficient to bind both you and that company to these Terms of Use; and you agree to enforce these Terms of Use with respect to yourself and each affiliate. You will be responsible and liable for the conduct of yourself and each affiliate. If you are a multi-user subscriber of any nThrive Solution, you agree further that the nThrive Solution for which the relevant fee was paid may not be accessed by more than the authorized number of your affiliates for which a fee was paid by you. For purposes of these Terms of Use, “you” or “End User” means both you, as an individual, and the company you represent.

If you do not agree with the terms and conditions of these Terms of Use, then you will not be allowed to access the nThrive Solutions and you should contact your nThrive representative for a refund if you have paid any prepaid fees.

1. GRANT OF LIMITED LICENSESubject to these Terms of Use, your agreement with nThrive for the applicable nThrive Solution, and payment for the applicable nThrive Solution, nThrive grants to you a limited, non-exclusive, non-transferable license (“License”) to access and use the nThrive Solutions via the Site solely for your own informational, non-commercial use. This License does not grant or transfer any ownership rights in the nThrive Solutions or imply any rights other than those set forth in these Terms of Use or your agreement with nThrive. You must only access the nThrive Solutions in accordance with these Terms of Use.

2. USER CONDUCT2.1 Username and Password:You must have a unique username and password to access the nThrive Solutions (the “nThrive ID”). You may not share this nThrive ID with any other person. You are solely responsible for: (a) your own conduct when accessing the nThrive Solutions; (b) all actions of any person accessing the nThrive Solutions through the nThrive ID assigned to you; and (c) any violations of these Terms of Use. You must notify nThrive immediately of any unauthorized use of your nThrive ID. Further, you certify to us that: (a) the information you have provided in order to register is complete, accurate and current; (b) you will notify us within 15 days of any change in your registration information; and (c) you fully understand that you are required to expend sufficient hours working with the course materials contained in the relevant nThrive Solution to successfully complete the required assessments and to earn any applicable Continuing Education Unit (“CEU”) credits.

2.2 Use Restrictions: 2.2.1 General Use Restrictions: You must not and must not allow any other person to do or attempt to do any of the following: (a) use the nThrive Solutions or any portion of the nThrive Solutions for any unlawful purpose or prohibited use; (b) market, sublicense, publish, distribute, lend, transfer, or otherwise make the nThrive Solutions or any components or output from the nThrive Solutions available to any third party; (c) alter, maintain, enhance, modify, or create derivatives of the nThrive Solutions; (d) remove any trademark, copyright, or proprietary notices or use any meta tags or other ‘hidden text’ or framing techniques in connection with nThrive’s names or trademarks; (e) copy, mirror, decompile, disassemble, or otherwise reverse engineer the nThrive Solutions or use any similar means to discover the source code or trade secrets in the nThrive Solutions; (f) use the nThrive Solutions as a substitute for the medical judgment of a physician or qualified healthcare provider; (g) use the nThrive Solutions to provide service bureau, time sharing, or other computer services to third parties; (h) circumvent any technological measures that control access to the nThrive Solutions or violate the security of the nThrive Solutions; (i) post, transmit, distribute, or infect the nThrive Solutions with viruses, trojan horses, worms, time bombs, or other destructive functionality; (j) use the nThrive Solutions in any nuclear, aviation, mass transit, life support, or any other inherently dangerous manner; (k) use the nThrive Solutions in any manner that violates the rights of nThrive; (l) use screen scrapers, content miners, robots, spiders, web extractors, or any other automated means to access the nThrive Solutions; (m) use the nThrive Solutions in any manner that could damage, disable, overburden, or impair any nThrive server, or any networks connected to any nThrive server, or that could interfere with any other party’s use and enjoyment of any nThrive Solutions; (n) publish, post, upload, distribute, or disseminate any inappropriate, profane,defamatory, obscene, indecent, or unlawful topic, name, material or information; or (o) use the nThrive Solutions to benefit any party other than you.

2.2.2 No Competitors: Y ou cannot access the nThrive Solutions if you are a competitor of nThrive. You must not permit or attempt to permit any competitor of nThrive or any unauthorized third party to access, view, interact with, evaluate, or otherwise use the nThrive Solutions, whether on behalf of you or any third party.

2.2.3 Courses: It is solely your responsibility to complete all reading, work, assessments, and other tasks required to pass any of the training courses offered via the nThrive Solutions (each, a “Couse”). Courses must be completed within 365 days from the date of purchase. Your access to content for which you have registered will commence on the date payment is confirmed and continue for the above specified term. nThrive makes no guaranty that you will achieve a passing grade, whether or not all the work for a Course is completed. nThrive may revoke a passing grade upon reasonable suspicion or evidence of cheating or dishonesty on your part or someone acting on your behalf, although nThrive is not responsible for actively initiating any such investigation.

2.2.4 Course Credit: nThrive is not responsible or liable for the approval of CEU credits. Although one or more of our Courses have and will be CEU certified by AAPC, NAHAM, and/or AHIMA or other appropriate governing body, it is your responsibility to ensure that your academic institution or professional association will accept the credit. We do not and cannot guaranty that the completion of any one or more of our Courses will result in credit, career advancement, or other tangible benefit.

2.3 Protected Health Information: The nThrive Solutions do not require the submission, posting or transmission of PHI. PHI is defined in the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), as Protected Health Information which is stored, accessed, transmitted, or received electronically, and that identifies an individual or can be used to identity an individual. You must not and must not allow any other person to submit to, post to, or transmit through such nThrive Solution any identifiers that may constitute PHI. nThrive expressly disclaims any liability to you for any PHI that you or anyone acting on your behalf submits to the NTHRIVE SOLUTIONS, and by agreeing to these Terms of Use, you hereby agree to release, discharge and hold harmless nThrive and its agents, servants, employees, managers, directors, contractors and members from any liability arising from and/or relating to any PHI, identifiers, or data.

2.4 Interactive Areas: 2.4.1 Communications: nThrive may provide areas in the nThrive Solutions where you or others or both may post messages or transmit communications (“Interactive Areas”). nThrive may restrict access to these Interactive Areas. nThrive may, but is under no obligation to, review, record, use, monitor, block, edit, or remove any communications and materials posted in the Interactive Areas. nThrive does not endorse, represent, or warrant any statements by you or any other user in any Interactive Areas, and these statements do not necessarily reflect the views of nThrive or its affiliates. You represent and warrant that you will not use any Interactive Area for any purpose that is unlawful or prohibited by these Terms of Use. In addition, you represent and warrant that you will not post any ePHI or identifiers to the Interactive Areas. From time-to-time, nThrive may post supplementary “Acceptable Use Requirements” describing appropriate conduct in Interactive Areas, and you agree to comply with those Acceptable Use Requirements each time you use an Interactive Area.

2.4.2 nThrive Community Portal: If you are accessing the nThrive Community Portal (the “Community Portal”), then the following terms under this Section 2.4.2 apply to your use and access of the Community Portal. Much of the content from nThrive Customer Community Portal may come from users and is the responsibility of the person or people who made such postings. In particular, the Community Portal provides areas for customers to interact with other customers via discussion boards and public or private collaboration groups. If you post content to a collaboration group that is designated as “public”, then any of your content will be available to all users. If you post content to a collaboration group that is designated as “private”, then any of your content will be available to all users who are members of the private group. nThrive does not take any responsible for the content posted by users and may restrict access to these Interactive Areas.

2.5 Confidentiality: “Confidential Information” means all information and data regarding nThrive or the nThrive Solutions that is identified as confidential and proprietary or that you should reasonably know is confidential. You must not disclose Confidential Information to third parties and must protect any Confidential Information with the same degree of care as you use to protect your own confidential information, but in no event less than a reasonable degree of care. You represent and warrant that you will not use, reveal, relay, expose, make known, or provide any Confidential Information you receive through the nThrive Solutions to any third parties (even to those third parties who already have access to the Confidential Information) for any purpose, including but not limited to leveraging lower prices from suppliers.

2.6 Dealings with Third-Parties and Third-Party Obligations: Any dealings with third parties that you make through or in connection with your use of the nThrive Solutions or the Site are governed by your agreement with that third party. You represent and warrant that your use of the nThrive Solutions and its contents does not violate any obligations (including, but not limited to, contractual or fiduciary duties) that you may have to third parties.

2.7 Compliance with Laws: In using the nThrive Solutions, you must comply at all times with all applicable laws, rules, and regulations. You agree that you will not transfer or export the nThrive Solutions into any country or use the nThrive Solutions in any manner prohibited by the U.S. Export Administration Regulations or any other applicable export control law, restriction, or regulation.

3.THIRD PARTY CONTENT: The nThrive Solutions may contain content provided to nThrive by third parties (each, a “Third-Party Provider”). Third-Party Providers may retain independent intellectual property ownership rights in such third-party content. Use of the nThrive Solutions requires you to accept all terms and conditions passed through from Third-Party Providers, including via links to other sites on the Internet that are owned and operated by such Third-Party Providers. Any such links are only provided as a convenient and nThrive does not endorse or control any content contained on these Third-Party Provider sites. Third-Party Provider pass-through terms are provided in Exhibit A and/or in the relevant nThrive Solution application (including via link contained therein), and are incorporated by reference into these Terms of Use. To the maximum extent permitted by applicable law, the software provided by the Third-Party Provider hereunder is provided "as is" without any condition or warranty whatsoever by the Third-Party Provider. The entire risk associated with the installation and use of the software resides with you. All other conditions or warranties, either express or implied, are disclaimed, including, without limitation, the implied conditions or warranties of merchantability, ownership and fitness for a particular purpose. The Third-Party Provider will not be liable to you for any direct, indirect, incidental, consequential, special or other damages.

4. INTELLECTUAL PROPERTY; WARRANTIES; INDEMNITY; AND LIMITATION OF LIABILITY: 4.1 Data Ownership: You own any data that you provide, in the past or future, for use with the nThrive Solutions, and you represent and warrant that you will only provide data that you own or you are fully authorized to use or disclose in compliance with applicable law. You hereby specifically agree to release and hold harmless nThrive for all claims arising from and/or relating to the use or disclosure of data that you provide to or in the nThrive Solutions, including but not limited to intellectual property claims. For its own business purposes, nThrive has the right to access, manipulate, mask, filter, analyze, use, display, and store any data (excluding Protected Health Information or ePHI) that you provide to or in the nThrive Solutions and your agreement to these Terms of Use serves as your specific consent and authorization for nThrive to access, manipulate, mask, filter, analyze, use, display, and store any data that you provide to or in the nThrive Solutions.

4.2 Feedback: From time-to-time, nThrive may seek or you may offer general feedback, comments, input, or ideas regarding your use of the nThrive Solutions or the nThrive Solutions’ features and functionality generally (“Feedback”). In addition, you will likely develop some output using the nThrive Solutions, including but not limited to creating custom reports (“Output”). nThrive welcomes your Feedback and encourages you to use all the functions available in the nThrive Solutions to create Output. Any Feedback that you give to us (either oral or written) or any Output that you develop using the nThrive Solutions is nThrive’s exclusive property. Your submission of any Feedback or development of any Output constitutes an assignment to nThrive of all rights, title, and interest in all copyrights or intellectual property rights in the Feedback or Output. nThrive may use, distribute, manipulate, disclose, publish, or reproduce any Feedback or Output related to your use of the nThrive Solutions, without notice or compensation to you.

4.3 Navigational Data: From time-to-time, nThrive may use technical methods to track and analyze traffic patterns in the nThrive Solutions, such as the frequency with which you and other users are visiting various parts of the application. nThrive may also use tools to measure and collect session information, including page response time, download errors, length of visits, etc. nThrive may use this information or employ a third party to help nThrive analyze this information to measure site activity, develop new ideas for improving the nThrive Solutions, and for its business purposes.

4.4 Marks: You must not remove, alter, deface, obscure, or otherwise modify any of nThrive’s Marks that are displayed on the nThrive Solutions or any Output, whether those nThrive Marks are displayed or otherwise rendered by software or on printed media. In addition, you must not adopt or otherwise use any Marks containing confusingly similar names, designs, or other indicia to nThrive’s Marks nor dilute nThrive’s Marks in any manner. “Marks” means all proprietary indicia, trademarks, trade names, symbols, logos, or brand names nThrive adopts to identify nThrive, its products, or any related parties.

4.5 IP Rights: nThrive retains title and all other ownership and proprietary rights in and to its IP Rights, and any and all derivative works based on the IP Rights. This ownership and IP Rights include any and all rights in and to patents, trademarks, copyrights, and trade secret rights. The IP Rights are not “work made for hire” within the meaning of U.S. Copyright Act 17 U.S.C. Section 101. You must not copy or reproduce all or any part of the IP Rights, whether electronically, mechanically, or otherwise, in any form including, but not limited to, the copying of data, presentation, style, or organization. “IP Rights” mean the nThrive Solutions and all source code, object code, documentation (whether electronic, printed, written or otherwise), working papers, non-client data, programs, diagrams, models, drawings, flow charts, and research (whether in tangible or intangible form or in written or machine-readable form), and all techniques, processes, inventions, knowledge, know-how, trade secrets (whether in tangible or intangible form or in written or machine-readable form), developed or provided by nThrive.

4.6 Warranties: 4.6.1 Errors, Corrections, and Changes: We do not represent or warrant that the nThrive Solutions will be error-free, free of viruses, or other harmful components, or that defects will be corrected. We do not represent or warrant that the information available on or through the nThrive Solutions will be correct, accurate, timely, or otherwise reliable. We may make changes to the features, functionality, or content of the nThrive Solutions at any time. We reserve the right in our sole discretion to edit or delete any documents, information or other content appearing in the nThrive Solutions. You acknowledge that documents posted to and materials available in the nThrive Solutions may contain computer viruses. Should you download any such materials from the nThrive Solutions, it is your responsibility to perform any scanning or other anti-virus precautions as you deem necessary. Under no circumstances will we be responsible for any loss or damage caused by any materials downloaded from the nThrive Solutions. You assume full responsibility for all costs associated with all necessary servicing and/or repairs of any equipment you use in connection with your use of the nThrive Solutions.

4.6.2 Disclaimer of Warranties: You agree that use of the nThrive Solutions and the Site is entirely at your own risk. The nThrive Solutions and the Site are provided on an “as-is” and “as available” basis. nThrive does not warrant the accuracy,adequacy or completeness of the materials available through the nThrive Solutions and expressly disclaims liability for errors, omissions or inaccuracies in such materials. No warranty of any kind, implied, expressed or statutory including but not limited to the warranties of non-infringement of third-party rights, title, accuracy, completeness, currency, merchantability, fitness for a particular purpose and freedom from computer virus, is given in conjunction with such materials. In addition, no representation or warranty is made to any party regarding the accuracy of any medical information made available through any nThrive Solutions. The material in the nThrive Solutions is made available to you only for general education and entertainment purposes and should not be used to diagnose or treat any medical condition.

4.7 Indemnity: You agree to indemnify, defend and hold nThrive and its partners, investors, and agents, and their officers, directors, employees, subsidiaries, successors, assigns, representatives, licensors, independent contractors, third-party suppliers of information and documents, advertisers, product and service providers, and affiliates (collectively, “Affiliated Parties”) harmless from and against any and all liabilities, losses, claims, demands, disputes of any kind, including without limitation, reasonable attorneys’ fees and costs of litigation resulting from or related to your violation of the Terms of Use and/or use of the nThrive Solutions and arising from any content submitted, posted or transmitted by you through the Site.

4.8 Limitation of Liability: Uunder no circumstances shall nThrive be liable for any damages suffered by you, including any direct, indirect, incidental, special, punitive, consequential or exemplary damages (including, without limitation, any lost profits or damages, loss of information, programs or other data) arising or resulting from access to, use of, or inability to use the nThrive Solution, the Site, the Courses or the materials contained therein or due to any breach of security associated with the transmission of information through the internet or the Site, even if nThrive was advised of the possibility of such damages.

5. SECURITY: 5.1 Security Protections: The nThrive Solutions are hosted in a secure server environment and uses security measures understood in the industry to be adequate to protect the transmission of sensitive information. nThrive takes security precautions by regularly monitoring its environment and using firewall technologies to prevent interference or access from outside intruders, hackers, or other destructive programs. In addition, nThrive uses server authentication and data encryption to protect data in the nThrive Solutions.

5.2 Security Procedures for Breach: nThrive will promptly notify you of any known unauthorized activity or security breach affecting your account and will use commercially reasonable efforts to restore security to your account. Each party is solely responsible for the preservation, privacy, and security of data in its possession, including data in transmissions received from the other party. If either party receives from the other, data that the party knows or reasonably should know is not intended for it, the receiving party will immediately notify the sender to arrange for its return, retransmission, or destruction, as the other party directs.

5.3 Backup Your Content: You must back up, to your own computer or other device, any important documents, images, or other content that you store or access via the nThrive Solutions. nThrive does not guarantee or warrant that any content you may store, submit to, or access through the nThrive Solutions will not be subject to inadvertent damage, corruption, or loss.

6. MODIFICATION OF TERMS AND SERVICE: nThrive reserves the right to modify these Terms of Use at any time including to add additional terms and conditions related to the specific content in the nThrive Solutions. nThrive will provide you with notification after any such modification of the Terms of Use to indicate that a change has been made, and you will have a reasonable opportunity to review the modified Terms of Use prior to its effective date. You will be required to review and accept the new Terms of Use once they are effective prior to accessing any nThrive Solution. If you do not agree to any Terms of Use (including any updates or modifications to the Terms of Use), then you should not continue to access or use any of the nThrive Solutions once the modifications are effective, and you should alert your nThrive representative of any questions or for a refund if you have paid any prepaid fees.

7. TERM AND TERMINATION: 7.1 Term: The term of this License (“Term”) commences upon your acceptance of these Terms of Use and, subject to Section 7.2 below, terminates on the date specified in your Master Agreement.

7.2 nThrive’s Right to Terminate: nThrive may suspend your access to the nThrive Solutions if it determines, in its sole discretion, that: (i) you are violating these Terms of Use; (ii) if your fees for any nThrive Solution are not paid by the stated payment due date, and, if applicable, the failure to pay continues after nThrive has notified you in writing pursuant to the timeframes set forth in your Master Agreement; or (iii) you are taking or facilitating any action that puts nThrive, its customers, its systems, or its data at risk in any manner. nThrive may provide you with a 10-day period to cure any alleged violations but has no obligation to allow you access to the nThrive Solutions during the 10-day period. If you fail to cure any alleged violation within this 10-day period or if the violation is not capable of being cured, then nThrive may terminate your access to the nThrive Solutions.

7.3 Effect of Termination: Upon termination, nThrive will disable your nThrive ID. You must not attempt to access or use the nThrive Solutions or the Site or represent in any form that you have access to the nThrive Solutions.

8. FEES AND PAYMENT TERMS: 8.1. Fees: Fees will be posted by us in the nThrive Solution. We may increase or decrease fees at any time and for any reason. We may terminate access to any nThrive Solution, including any Course contained therein, for which fees have been paid by you if we are unable to process your order based on inaccurate or outdated information.

8.2 Payment Terms and Refunds: Only credit card payments are accepted for the nThrive Solutions. If you have registered for a Course and made payment for such Course through an nThrive Solutions but changed your mind, you may request a fullrefund within 7 days after purchase is made; provided, that, for any KnowledgeSource-related refunds, you must not have not logged into KnowledgeSource within the return window, and for Courses, you have not opened the content within the return window. We are unable to provide refunds once you have logged into KnowledgeSource or if you have already opened any Course content.

In order to initiate a refund, please send an email to support@nThriveEducation.com with your name and best contact information. Once we receive your request, a member of our nThrive support team will reach out to you to complete the refund process. Except as otherwise stated in these Terms of Use or specifically stated on the Site, no full or partial refunds or credits will be issued.

8. ASSIGNMENT AND SUCCESSORS: nThrive may assign any of its rights or obligations under this License. You may not assign any of your rights or obligations under this License without nThrive’s prior written consent, and any purported assignment by you without nThrive’s prior written consent is void. Subject to the previous sentence, this License will be binding upon, enforceable by, and inure to the benefit of the parties and their respective successors and assigns.

9. NOTICES: Any questions, comments or legal notices regarding these Terms of Use or nThrive Portal must be sent by a mail delivery system that can be tracked to the following address: nThrive, Inc., 200 North Point Center East Suite 600, Alpharetta, Georgia, 30022; Attn: Legal Department; with an electronic copy to notices@nthrive.com and rmcontracts@nthrive.com

10. SURVIVING PROVISIONS: Sections: 2.5 (Confidentiality), 3 (Third-Party Content); 4 (Intellectual Property), 10 (Surviving Provisions); 11 (Severability and Waiver); and Exhibit A will survive any termination or expiration of this Agreement and continue in full force and effect.

11. SEVERABILITY AND WAIVER: If any part of these Terms of Use is for any reason found to be unenforceable, then the unenforceable provision is reformed to conform to the law and all other parts of these Terms of Use nevertheless remain enforceable. A waiver of enforcement of any terms or conditions contained in these Terms of Use will be effective only if the waiver is in a writing signed by authorized representatives of both parties. Unless specified in the written waiver, a waiver of a breach does not waive: (a) any other or subsequent breach of that term or condition; or (b) any other or subsequent breach of any other term or condition.

12. CONTROLLING TERMS: In the event of any conflict between any term or condition of these Terms of Use and any term or condition in your nThrive Master Services Agreement or similar governing document (the “Master Agreement”), the term or condition in the Master Agreement shall control.

By clicking “I AGREE,” you represent and warrant that you have the requisite organizational authority and full power to accept the Terms of Use and the Third-Party Provider pass-through terms set forth in Exhibit A.

THIRD-PARTY CONTENT PROVIDERS PASS-THROUGH TERMS The nThrive Solutions may contain third-party content or content that is licensed to nThrive for use with the nThrive Solutions by other Third-Party Providers (collectively, “Third-Party Content”). Use of any nThrive Solution that contains Third-Party Content is conditioned upon your acceptance of the terms set forth in this Exhibit A. If you do not agree to the terms and conditions contained in this Exhibit A, then you will not be able to access any nThrive Solution that contains Third-Party Content, and you should contact your nThrive representative for a refund if you have paid any pre-paid fees.

Except as noted herein or as specified in your Master Agreement or within the nThrive Solutions, Third-Party Content is never distributed to you. In using the nThrive Solutions with Third-Party Content, nThrive does not provide you with a tangible copy or a transfer of a local copy of any Third-Party Content. Further, nThrive does not enable you to make or receive copies of any Third-Party Content and you must not attempt to make or receive copies of such Third-Party Content contained in the nThrive Solutions.

The nThrive Solutions may contain software or components from the open source community that are licensed under the specific terms applicable to such software. Except as noted herein or as specified in your Master Agreement or within the nThrive Solutions, nThrive does not redistribute any open source software and therefore specific conditions of open source licenses to provide notices or further requirements are not triggered or required.

AMA END USER AGREEMENT: The nThrive Solutions with AMA Content contain content licensed to nThrive by the American Medical Association (the “AMA Content”). As such, use of the nThrive Solutions with AMA Content and any AMA content contained in these solutions are subject to additional terms and conditions from the AMA as stated below. Please carefully read the following terms and conditions before accessing and using the nThrive Solutions with AMA Content. By clicking “I AGREE” and accessing and using any nThrive Solutions with AMA Content, you (as an “End User”) acknowledge your acceptance of these terms and conditions (the “AMA End User Agreement”). You also acknowledge that you have read the AMA End User Agreement and agree to abide by and be bound to the AMA End User Agreement. As used in this AMA End User Agreement, “AMA” means the American Medical Association a not‑for‑profit corporation, located at 515 North State Street, Chicago, Illinois 60654, USA. “End User” means both you, as an individual, and the company you represent.

If you do not agree with the terms and conditions of the AMA End User Agreement, then you will not be allowed to access the nThrive Solutions with AMA Content and you should contact your nThrive representative for a refund.

1. Grant of Rights, Restrictions and Obligations: (a)The End User Agreement(s) will identify the Editorial Content licensed from the AMA and state that the license granted is a nontransferable, nonexclusive license, for the sole purpose of internal use by End User within the Territory.

(b)The End User Agreement(s) will state that the End User is prohibited from publishing, distributing via the Internet or other public computer based information system, creating derivative works (including translating), transferring, selling, leasing, licensing or otherwise making available to any unauthorized party the Electronic Licensed Product(s), or a copy or portion of Electronic Licensed Product(s).

(d)The End User Agreement(s) will state that the End User must ensure that anyone with authorized access to the Electronic Licensed Product(s) will comply with the provisions of the End User Agreement.

(e)The End User Agreement(s) will state Users of CPT Editorial Content, AMA’s version of ICD-10-CM/PCS, AMA’s version of HCPCS, and SNOMED CT® Maps are defined as follows:

“User” means an individual who:

(i)accesses, uses, or manipulates CPT Editorial Content and/or AMA’s version of ICD-10-CM/PCS and/or AMA’s version of HCPCS and/or SNOMED CT® Maps, as applicable, contained in the Electronic Licensed Product; or

(ii)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 Editorial Content and/or AMA’s version of ICD-10-CM/PCS and/or AMA’s version of HCPCS and/or SNOMED CT® Maps, as applicable, embedded in the Electronic Licensed Product(s) even though CPT Editorial Content and/or AMA’s version of ICD-10-CM/PCS and/or AMA’s version of HCPCS and/or SNOMED CT® Maps, as applicable, may not be visible or directly accessible; or

(iii)makes use of an output of the Electronic Licensed Product that relies on or could not have been created without the CPT Editorial Content and/or AMA’s version of ICD-10-CM/PCS and/or AMA’s version of HCPCS and/or SNOMED CT® Maps, as applicable embedded in the Electronic Licensed Product even though CPT Editorial Content and/or AMA’s version of ICD-10-CM/PCS and/or AMA’s version of HCPCS and/or SNOMED CT® Maps, as applicable, may not be visible or directly accessible.

The End User Agreement(s) will state End User shall accurately calculate Users as defined above for CPT Editorial Content and/or AMA’s version of ICD-10-CM/PCS and/or AMA’s version of HCPCS, as contained in each Electronic Licensed Product, as applicable, in accordance with the methods for the User Proxy Model Product Categories of Electronic Licensed Product(s) as detailed in the User Proxy Model Calculator in Exhibit A to the End User Agreement Checklist, and/or such other model as required by nThrive under the license agreement between nThrive and AMA. End User shall report to nThrive the accurately calculated number of Users of CPT Editorial Content and/or AMA’s version of ICD-10-CM/PCS and/or AMA’s version of HCPCS, as contained in each Electronic Licensed Product, as applicable, using this methodology (in order that nThrive may accurately report and pay royalties to the AMA).

The End User Agreement(s) will state End User shall accurately count Users as defined above for CPT Editorial Content and/or AMA’s version of ICD-10-CM/PCS and/or AMA’s version of HCPCS and/or SNOMED CT® Maps, as contained in each Electronic Licensed Product, as applicable, where nThrive advises End User that nThrive and End User are obligated to count Users in accordance with the license agreement between nThrive and the AMA. End User shall report to nThrive the accurately counted number of Users of CPT Editorial Content and/or AMA’s version of ICD-10-CM/PCS and/or AMA’s version of HCPCS and/or SNOMED CT® Maps, as contained in each Electronic Licensed Product, as applicable (in order that nThrive may accurately report and pay royalties to the AMA).

2. Notices: (a)The End User Agreement(s) will state that CPT is copyrighted by the AMA and that CPT is a registered trademark of the AMA.

(b)The End User Agreement(s) will include the “U.S. Government Rights” notice as provided in section 8.2.1, Notices and Disclaimers, Electronic Licensed Products, U.S. Government Rights of the license agreement between nThrive and the AMA as follows:

U.S. Government Rights: This product includes CPT which is commercial technical data, which was developed exclusively at private expense by the American Medical Association (AMA), 330 North Wabash Avenue, Chicago, Illinois 60611. The AMA does not agree to license CPT to the Federal Government based on the license in FAR 52.227-14 (Data Rights - General) and DFARS 252.227-7015 (Technical Data - Commercial Items) or any other license provision. The AMA reserves all rights to approve any license with any Federal agency.

3. Back Up Rights: (a)The End User Agreement(s) will state that the End User may only make copies of the Electronic Licensed Product(s) for back up or archival purposes.

(b)The End User Agreement(s) will state that all notices of proprietary rights, including trademark and copyright notices, must appear on all permitted back up or archival copies made.

4. Contract Assent Mechanism: (a)If a written contract is used, an authorized official of both nThrive and End User must execute the agreement in writing.

(b)If a shrink-wrap or click-wrap license is used, use of the Electronic Licensed Product(s) must be limited to the U.S.

(c)If a shrink-wrap license is used, the following notice must appear in boldface type in a conspicuous location so it can be seen prior to opening the Electronic Licensed Product(s) package:

Carefully read the following terms and conditions before opening and using the. Opening and usingacknowledges your acceptance of these terms and conditions. If you do not agree with these terms and conditions, you should return thepackage within a reasonable time and your money will be refunded.

(d)If a click-wrap agreement will be used, each End User must indicate acceptance of the terms of the End User Agreement by an appropriate mechanism provided for that purpose. For purposes of this Agreement, “click-wrap agreement” means a license agreement that: (i) appears on a computer screen or Web page; (ii) requires End Users to see the terms of the license agreement before indicating acceptance; (iii) includes a computer program or Web page mechanism which requires End Users to accept the terms of the End User Agreement prior to accessing Editorial Content (for example, by pointing the cursor at a “I Accept” box and indicating by clicking that they accept the terms); and (iv) includes a mechanism to keep a record of the End User’s acceptance of the End User Agreement.

5. Miscellaneous: (a)The End User Agreement(s) will limit, to the extent possible under the applicable laws, the warranties and liability for Editorial Content as contained in the Electronic Licensed Products, stating that Editorial Content as contained in the Electronic Licensed Products is provided “as is” without any liability to the AMA, including without limitation, no liability for consequential or special damages, or lost profits for sequence, accuracy, or completeness of data, or that it will meet the End User’s requirements, and that the AMA’s sole responsibility is to make available to nThrive replacement copies of the Editorial Content if the data is not intact; and that the AMA disclaims any liability for any consequences due to use, misuse, or interpretation of information contained or not contained in Editorial Content.

(b)The End User Agreement(s) will state that it will terminate in the event of default.

(c)The End User Agreement(s) will require a license fee or other consideration.

(d)The End User Agreement(s) will state that in the event a provision is determined to violate any law or is unenforceable the remainder of the End User Agreement will remain in full force and effect.

(e)AMA shall be named as a third-party beneficiary of the End User Agreement(s).

(f)The End User Agreement(s) will state End User grants nThrive permission to provide the AMA with End User’s name.

6. further restrictions on end user use of ama content. End User is not permitted to print any document that contains any AMA content from the nThrive Solutions without emailing and requesting consent from amaoutput@nthrive.com. Unless the end user is the licensed named user of the nThrive Solutions, end user may not allow any other person to access, use or manipulate any AMA Content or make use of an output from the nThrive Solutions under any circumstance unless end user has requested prior written consent from nThrive, via AMAOUTPUT@nThrive.com.

AHA END USER AGREEMENT: The nThrive Solutions with AHA Content contain content licensed to nThrive by the American Hospital Association (the “AHA Content”). As such, use of the nThrive Solutions with AHA Content and any AHA content contained in these solutions are subject to additional terms and conditions from the AHA as stated below. Please carefully read the following terms and conditions before accessing and using the nThrive Solutions with AHA Content. By clicking “I AGREE” and accessing and using any nThrive Solutions with AHA Content, you (as an “End User”) acknowledge your acceptance of these terms and conditions (the “AHA End User Agreement”). You also acknowledge that you have read the AHA End User Agreement and agree to abide by and be bound to the AHA End User Agreement. As used in this AHA End User Agreement, “AHA” means the American Hospital Association, Health Forum, LLC (“Health Forum”), an Illinois limited liability company, located at 155 N. Wacker Dr., Suite 400, Chicago, IL 60606 and any “Affiliate”, which means and includes any person, corporation, firm, partnership, limited liability company, association, or other entity controlling, controlled by or under common control with a party and/or its shareholders or owners. Without limiting the foregoing, Affiliates of Health Forum include the AHA, the National Uniform Billing Committee, the Editorial Advisory Board for ICD-9-CM, and the Editorial Advisory Board for HCPCS. “End User” means both you, as an individual, and the company you represent.

If you do not agree with the terms and conditions of the AHA End User Agreement, then you will not be allowed to access the nThrive Solutions with AHA Content and you should contact your nThrive representative for a refund.

1. License Grant; Restrictions: (a) The AHA Content incorporated into the nThrive Solutions with AHA Content is provided solely for the internal business use of the End Users; for the avoidance of doubt, this will not include independent contractors unless such contractors are subject to these terms and conditions.

(b) Solely in connection with the nThrive Solutions with AHA Content, the End Users shall have the right during the term of the AHA End User Agreement to:

  • a. Install and use the AHA Content on a computer system at each End User location;
  • b. Reproduce and distribute excerpts of AHA Content without modification in various printed and electronic documents solely for purposes of claims processing, billing and patient treatment, via commands contained in the nThrive Solutions with AHA Content;
  • c. Print limited portions of the AHA Content on a specific topic, without any modification to the excerpt and solely for the exclusive use of the End User, as long as the source of the excerpt(s), copyright notice specified in
  • d. Section 2 and government rights notices specified in Section 3 are printed on the printout(s); and Make copies of the nThrive Solutions with AHA Content for back up or archival purposes only; provided that, all copyright notices specified in Section 2 and government rights notices specified in Section 3 appear on all permitted back up or archival copies that are made.

(c) Notwithstanding the foregoing, End Users are prohibited from publishing, distributing via the Internet or other public electronic information system, creating derivative works (including translations), modifying, transferring, selling, leasing, licensing or otherwise making available to any unauthorized party the AHA Content, or a copy or portion of the AHA Content.

(d) nThrive’s right to provide the AHA Content to the End User in connection with the nThrive Solutions with AHA Content pursuant to the AHA End User Agreement is dependent upon the continuation of the contractual relationship between nThrive and Health Forum. If this contractual relationship expires or is otherwise terminated, the AHA End User Agreement will be immediately terminated and the End User will be required to discontinue all use of the AHA Content pursuant to this Agreement.

(e) End User shall ensure that anyone with authorized access to the nThrive Solutions with AHA Content will comply with the provisions of the AHA End User Agreement.

2. Copyright Notices: nThrive shall include the appropriate copyright notice set forth below upon first access to the nThrive Solutions with AHA Content in connection with AHA Content. From time to time, nThrive may update the nThrive Solutions with AHA Content to include updated versions of the AHA Content (“Updated Products”). When nThrive provides the End User with the Updated Products, nThrive will advise End User that the year in the copyright notice below will reflect the current year.

a. UB-04 Manual: OFFICIAL UB-04 DATA SPECIFICATIONS MANUAL and UB-04 DATA FILE,, is copyrighted by American Hospital Association (“AHA”), Chicago, Illinois. No portion of 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 prior express, written consent of AHA.”

b. ICD-10-CM Coding Clinic: Copyright (YEAR), American Hospital Association (“AHA”), Chicago, Illinois. Reproduced with permission. No portion of this publication may be reproduced, sorted in a retrieval system, or transmitted, in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, without prior express, written consent of AHA.

c. HCPCS Coding Clinic.Copyright: (YEAR), American Hospital Association (“AHA”), Chicago, Illinois. Reproduced with permission. No portion of this publication may be reproduced, sorted in a retrieval system, or transmitted, in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, without prior express, written consent of AHA.

3. U.S. Government Rights Notices: Each AHA End User Agreement with any federal governmental agency shall contain the following notices, as applicable.

(a)UB-04 Manual. This product contains OFFICIAL UB-04 DATA SPECIFICATIONS MANUAL, 2012 content 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 Hospital Association (“AHA”), 155 N. Wacker Dr., Suite 400, Chicago, Illinois 60606. 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 restrictions 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.

4. Miscellaneous: (a) nthrive and the owner of the aha content provide the aha content “as is,” and expressly disclaim all warranties, conditions, representations, indemnities and guarantees, whether express or implied, arising by law, custom, or prior oral or written statements by company/reseller and the owner of the aha content with respect to the aha content (including, but not limited to any warranty of satisfactory quality, merchantability, fitness for particular purpose, title and non-infringement, accuracy, timeliness, and completeness) to the maximum extent allowed by law. company/reseller and the owner of the aha content further disclaim, and shall have no liability for, any errors, omissions or inaccuracies in the aha content or any uses, misuses or interpretations of the information contained in or not contained in the aha content. nthrive and the owner of the aha content also do not warrant that the aha content will be accessible in any particular hardware/software environment. end user shall be solely responsible for the use, efficiency, and suitability of the aha content.

(b) Health Forum and its Affiliates are third-party beneficiaries of the AHA End User Agreement. Nothing in this Agreement shall be interpreted or construed as giving any rights or benefits to anyone other than Health Forum, its Affiliates, nThrive and the End User.

(c) End User shall keep at its principal place of business complete and accurate records and accounts covering all transactions relating to the AHA End User Agreement, including a list of all End Users, for at least five years following the year to which such records and accounts pertain. End User will also provide nThrive or its authorized agent with reasonable access, without charge, to review or audit the relevant books, records and systems of End User to assure compliance with the terms of this AHA End User Agreement. nThrive agrees to give the End User at least 30 days’ prior written notice of its exercise of audit rights under the AHA End User Agreement.