Trademark Acknowledgement and Terms of Use

 

 

 

This Trademark Acknowledgement and Terms of Use (the "Acknowledgement") describes the ownership and usage rights associated with the intellectual property incorporated into one or more Data Diagnostics ("Data Diagnostics") created by Inovalon, Inc. ("Inovalon") and distributed by Inovalon's strategic partners for use by their clients, medical practitioners, medical facilities, patients, and recipients of medical services (collectively, "Recipient(s)") solely for patient care, including treatment, payment or healthcare operations, in accordance with HIPAA ("Authorized Purpose").

RECITALS

A. Inovalon is a provider of data analytics and data-driven solutions for the assessment and improvement of clinical and quality outcomes, care management, and financial performance across the healthcare community. Inovalon's Data Diagnostics provide the healthcare ecosystem with a new type of valuable insight based on the real-time provision of data and analyses pertaining to patient, provider, facility, and population quality, risk, utilization, eligibility, research, clinical practices, and other such important healthcare matters.

B. Together with its own intellectual property, Inovalon may license various technology tools, data sets, code sets, measures, and trademarks from third parties (the "Third Party Products"), which it leverages to provide industry leading products and services.

C. Several Third Party Products require attribution as a condition of Inovalon's usage, which attribution is outlined in this Acknowledgement.

1. TERMS OF USE

1.1 Ownership of Intellectual Property. Inovalon is the sole owner of all Inovalon-created deliverables, including but not limited to any and all Data Diagnostics created and delivered to any Recipient. In addition, Inovalon is the sole owner of all Inovalon-created data collection, processing, analysis, review, and reporting tools; data processing and management systems or processes, including all tangible and intangible items, the MORE2 Registry®, processes, or information collected, clarified, processed, or incorporated therein or thereby; and all copyrights and other intellectual property rights pertaining thereto (collectively, the "Inovalon Intellectual Property"). Moreover, it is understood that data may be utilized by Inovalon to influence and inform its services and enhance analytical insights, which become part of the Inovalon Intellectual Property. Without limiting the generality of the foregoing, it is expressly acknowledged that Inovalon Intellectual Property includes the marks "CARA®", "CAAS", "ChaseWise", "CCS Advantage®", "CareSync Advantage®", "Data Diagnostics", "Distributed Analytics", "eCAAS Advantage", "ePASS®", "HEDIS Advantage", "iDCT", "INDICES", "Insights", "MORE2 Registry®", "PCIS", "Prospective Advantage®", "Pseudoclaim", "QSCL", "QSFD", "QSI", "QSHR", "Star Advantage", and all other trade, service, and other marks of Inovalon, all rights to which are held by Inovalon and expressly retained thereto. Except for those certain trade, service, and other marks specifically noted in Section 2 herein, which Inovalon properly licenses from their rightful owners, Inovalon owns or licenses all trade, service, and other marks used with or incorporated into Data Diagnostics. If any such Inovalon-created deliverables or other Inovalon Intellectual Property may, by operation of law, be considered "works made for hire" (or if ownership of all right, title and interest of copyrights therein will not otherwise vest exclusively in Inovalon), then Recipient will be deemed to have hereby automatically assigned, without further consideration, the ownership of all copyrights therein to Inovalon, its successors and assigns. Inovalon, its successors, and assigns will have the right to obtain and hold in its or their own name copyrights, registrations and any other protection available in the foregoing. Any Recipient of Data Diagnostics agrees that it will not market, parcel, distribute, sell or otherwise communicate the Inovalon Intellectual Property without the express written consent of Inovalon. Moreover, it is acknowledged and understood that Inovalon will have a royalty-free, perpetual license to use or incorporate into the Inovalon Intellectual Property any suggestions, enhancements requests, recommendations or other feedback provided by any recipient of Data Diagnostics.

1.2 License Grant. Inovalon hereby grants Recipient a limited, revocable, non-exclusive, non-transferable, license to use Data Diagnostics solely for the Authorized Purpose.

1.3 Injunctive Relief. Each Recipient acknowledges that receipt by a Recipient of any Data Diagnostics may involve access to proprietary information, Third Party Products, and Inovalon Intellectual Property. The unauthorized use, disclosure or loss of which may not be reasonably or adequately compensated in damages in an action at law, and that a breach of this Acknowledgement will cause great and irreparable injury and damage and, therefore, while expressly reserving all rights and remedies hereunder, Inovalon will be entitled to seek injunctive or other relief to prevent such injury or to compensate for damage without the requirement of first engaging in any other dispute resolution process.

1.4 Derivative Works and Underlying Works. To the extent that any Data Diagnostics are, or are considered to be, a derivative work resulting from the combination of Third Party Products with Inovalon Intellectual Property, Inovalon will own any and all such derivative works. Unless otherwise agreed by the parties, nothing contained herein will change or affect pre-existing intellectual property rights, and the licensors will continue to own all Third Party Products contained within Data Diagnostics, and Inovalon will continue to own all Inovalon Intellectual Property contained within Data Diagnostics.

1.5 Recipient Decisions. The information provided by Data Diagnostics is ministerial in nature and Inovalon does not draw any conclusions or offer any medical or claims advice based on the information it collects, processes, and/or reports on pursuant to Data Diagnostics. The Recipient will be solely responsible for any and all decisions made or actions taken based upon receipt of a Data Diagnostic report. Inovalon has no authority, and does not represent itself as having any authority, with respect to medical decisions made or actions taken.

1.6 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, INOVALON MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF PERFORMANCE, MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. ANY DATA OR OTHER MATERIALS PROVIDED BY INOVALON HEREUNDER ARE PROVIDED "AS IS" AND INOVALON MAKES NO EXPRESS OR IMPLIED WARRANTY AS TO THE ACCURACY, ADEQUACY, COMPLETENESS, RELIABILITY OR USEFULNESS OF THE DATA.

2. ACKNOWLEDGEMENT AND ATTRIBUTION

2.1 The Quest Diagnostics logo is the trademark of Quest Diagnostics Incorporated ("Quest") and is being used by permission. (a) The marks as listed on http://www.questdiagnostics.com/home/about/brands.htm and all other trade, service, and other marks of Quest, all rights to which are held by Quest and expressly retained by Quest.

2.2 Certain Data Diagnostics may contain a reference to the Healthcare Effectiveness Data and Information Set, which may be stylized as "HEDIS®." HEDIS® is a registered trademark of the National Committee for Quality Assurance ("NCQA"). The HEDIS® registered trademark is used only in connection with Inovalon proprietary software that contains measures that have been certified by NCQA. By accessing, using, and/or viewing Data Diagnostics, end users do not gain any right to use the HEDIS® registered trademark or any other intellectual property of NCQA.

2.3 Certain Data Diagnostics may have been created using data obtained through the use of proprietary software of the 3M Company ("3M"), which has been licensed to Inovalon and properly used by Inovalon to create Data Diagnostics. The following language applies to any report or Data Diagnostics created using data obtained through the use of 3M proprietary software:

(a) "This report was produced using data obtained through the use of 3M's proprietary computer software created, owned and licensed by the 3M Company. All copyrights in and to the 3M Software are owned by 3M. All rights reserved."

2.4 Certain Data Diagnostics may use and/or reference the Current Procedural Terminology ("CPT") codes, which are copyrighted by the American Medical Association ("AMA"), and licensed to Inovalon through YEI Healthcare. The following language applies to any Data Diagnostics using and/or referencing CPT codes:

(a) "CPT codes, descriptions, and material only are copyright 2015 American Medical Association. All Rights Reserved. AMA does not directly or indirectly practice medicine or dispense medical services. AMA assumes no liability for data contained or not contained herein."

2.5 Certain Data Diagnostics may use and/or reference UB-04 codes, which are copyrighted by the American Hospital Association ("AHA"), and licensed to Inovalon through Health Forum, LLC. The following language applies to any Data Diagnostics using and/or referencing UB-04 codes:

(a) "UB-04 Manual, OFFICIAL UB-04 DATA SPECIFICATIONS MANUAL, 2015, 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."

2.6 Certain Data Diagnostics may use and/or reference Logical Observation Identifiers Names and Codes (LOINC), which are copyrighted by the Regenstrief Institute, Inc., and used by Inovalon pursuant to the publicly-available license granted by the Regenstrief Institute, Inc. The following language applies to any Data Diagnostics using and/or referencing LOINC:

(a) "This material contains content from LOINC® (http://loinc.org). The LOINC table, LOINC codes, LOINC panels and forms file, and LOINC linguistic variants file are copyright © 1995-2015, Regenstrief Institute, Inc. and the Logical Observation Identifiers Names and Codes (LOINC) Committee and available at no cost under the license at http://loinc.org/terms-of-use."

3. BINDING EFFECT

Receipt of any Data Diagnostics constitutes acceptance of this Acknowledgement and an obligation to abide by its terms and conditions, with no signature or execution required by any Recipient.