HL7® INTERNATIONAL

LICENSE AGREEMENT REMINDER



REMINDER: By signing the HL7 International (HL7) Membership Application, each member acknowledges and agrees to certain contract terms, including the following relating to the use of HL7 intellectual property ("License Terms").

By downloading or ordering any HL7 standard or other Material (as defined below), member agrees to be bound by all licensing and other terms and conditions relating to such Material that are displayed at the time that member downloads such Material, that appear as legends or notices on such Material, or that otherwise accompany such Material at the time of receipt by the member.

"Compliant Product" is a product or service that implements, but does not incorporate, the Material in whole or in part, except to the extent explicitly permitted below.

"End User" is a company, entity or individual that is the ultimate purchaser or licensee from Licensee of a Compliant Product.

"Other Material" collectively and individually means all Material that is not Specified Material.

"Licensee" means the Member (individual or entity) downloading any Material.

"Material" collectively and individually means all work product developed and or released by HL7, including standards in any format (e.g., Word, PDF, HTML, XML, zip, Access database), implementation guides, databases and other electronic or fixed data or information of any kind distributed through any channel (including through any HL7 Affiliate).

"Specified Material" collectively and individually means those items of Material from time to time designated by the Board of Directors as being available for free use. The items of Specified Materials made available to some categories of Members as compared to others, shall be as from time to time designated by the Board of Directors.

The use of all Material is governed by the terms of the current HL7 Policy Governing the Use of HL7 Standards and Other Intellectual Property ("HL7 IP Policy"). Unless otherwise legended, all Material is copyrighted by HL7 and protected by the Copyright Law of the United States and copyright provisions of various international treaties. Unauthorized use of Material is strictly prohibited.

Any use, copying or distribution (either with or without a fee) of Material, or development, copying or distributions of derivative works, whether in fixed or electronic media, not specifically authorized below is strictly prohibited.

The terms applicable to the access to and use of Material are as follows:

A. If you are an Affiliate Member: You have such rights to use and distribute (or provide access to) Material as are from time to time permitted under the Affiliate Agreement with HL7 to which you are a party, subject to the terms of such agreement.

B. If you are any other class of Member:

1. Specified Material License. In consideration of becoming a member of HL7 and paying the appropriate membership fees in full, HL7 hereby grants to Licensee without additional charge, a non-exclusive and worldwide basis, the right to (a) download, copy (for internal purposes only) and share Specified Material with Licensee's employees and consultants for study purposes, and (b) utilize Specified Material for the purpose of developing, making, having made, using, marketing, importing, offering to sell or license, and selling or licensing, and to otherwise distribute, Compliant Products, in all cases subject to the conditions set forth in these License Terms and any relevant patent and other intellectual property rights of third parties (which may include members of HL7).

2. Other Material License. From time to time, HL7 may make items of Other Material available for license to one or more classes of members on such terms, including as to cost, as it may require at such time.

3. Additional rights of Organizational Members:

In addition to the license rights provided above, and in further consideration of becoming a member of HL7 and paying the appropriate membership fees in full, HL7 hereby grants to Licensee without additional charge, on a non-exclusive and worldwide basis, the right to (a) reproduce and distribute excerpts of Specified Material (not entire domains or chapters) to End Users of Compliant Products implementing such Specified Material, provided that the HL7 Access database may not be included, either in whole or in part, in any product intended for direct or indirect commercial resale, and (b) to use excerpts of Specified Material to create customized implementation guides; provided, however, that in each of the foregoing cases, (c) HL7 is clearly identified as publisher and holder of the copyright in the excerpts, and (d) any modifications of the excerpted Specified Material are clearly identified in the text.

4. Sublicensing. Licensee shall not transfer or sublicense any Material or any of its rights under these License Terms, except to the extent necessary to sell or license Compliant Products to End Users.

5. Ownership. Licensee agrees and acknowledges that HL7 owns all right, title, and interest, in and to the Trademarks. Licensee shall take no action contrary to, or inconsistent with, the foregoing.

Licensee agrees and acknowledges that HL7 may not own all right, title, and interest, in and to the Materials and that the Materials may contain and/or reference intellectual property owned by third parties ("Third Party IP"). Acceptance of these License Terms does not grant Licensee any rights with respect to Third Party IP. Licensee alone is responsible for identifying and obtaining any necessary licenses or authorizations to utilize Third Party IP in connection with the Materials or otherwise. Any actions, claims or suits brought by a third party resulting from a breach of any Third Party IP right by the Licensee remains the Licensee's liability.

Following is a non-exhaustive list of third-party terminologies that may require a separate license:

Terminology

Owner/Contact

Current Procedures Terminology (CPT) code set

American Medical Association
https://www.ama-assn.org/practice-management/apply-cpt-license

SNOMED CT

SNOMED INTERNATIONALhttp://www.snomed.org/snomed-ct/get-snomed-ct or info@ihtsdo.org

Logical Observation Identifiers Names & Codes (LOINC)

Regenstrief Institute

International Classification of Diseases (ICD) codes

World Health Organization (WHO)

NUCC Health Care Provider Taxonomy code set

American Medical Association. Please see www.nucc.org. AMA licensing contact: 312-464-5022 (AMA IP services)

6. No Warranties. ALL MATERIAL IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. IN NO EVENT SHALL HL7, ITS MEMBERS OR ITS CONTRIBUTORS BE LIABLE FOR ANY CLAIM, OR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE MATERIAL.

7. Third Party Rights. Without limiting the generality of Section 5 above, HL7 ASSUMES NO RESPONSIBILITY TO COMPILE, CONFIRM, UPDATE OR MAKE PUBLIC ANY THIRD PARTY ASSERTIONS OF PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS THAT MIGHT BE INFRINGED BY ANY USE OR IMPLEMENTATION OF ANY MATERIAL. IF ANY SUCH RIGHTS ARE DESCRIBED ON SUCH MATERIAL, HL7 TAKES NO POSITION AS TO THE VALIDITY OR INVALIDITY OF SUCH ASSERTIONS, OR THAT ALL SUCH ASSERTIONS THAT HAVE OR MAY BE MADE ARE SO LISTED.

8. Waiver of Actions and Indemnification. To the greatest extent permitted by law, Licensee hereby irrevocably waives any and all rights to bring an action against any of HL7, its staff, Board of Directors, officers, members and agents based upon these License Terms, any Material, and any use that Licensee makes of any Material, including without limitation the use, license or sale of Compliant Products (collectively, "Use"). Licensee hereby agrees to defend and indemnify in full any and all of the foregoing against any and all claims and suits brought by third parties arising from Licensee's Use of Material, and against any and damages and costs, including attorneys fees, related thereto.

9. Termination of License

9.1 On Breach. In the event of a breach of these License Terms by Licensee, HL7 shall give Licensee written notice and an opportunity to cure. If the breach is not cured within thirty (30) days after written notice, or if the breach is of a nature that cannot be cured, then HL7 may immediately or thereafter terminate the License granted under these License Terms without limiting HL7's rights to pursue other legal remedies in respect of such breach.

9.2 On Termination of Membership. The rights granted above are exercisable only while the Licensee remains a Member in good standing of HL7. Upon any expiration or termination of Licensee's Membership, all rights under Sections B.1 and B.2, or, B.1 - 3, as appropriate, above shall terminate.

9.3 Survival. Notwithstanding the foregoing, upon any termination or expiration of this License, the (a) Licensee's End Users shall be permitted to continue to use Compliant Products delivered prior to such termination or expiration, and (b) the terms of Sections B.1, B.4 - 7, and B.9.1 - 3 shall survive.

9.4 Export Regulations. The technical data and technology inherent in the Material may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Licensee agrees to comply strictly with all such regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import the Material and Compliant Products.

9.5 Restricted Rights. Use, duplication or disclosure of the Material by the United States government is subject to the restrictions as set forth in the Rights in Technical Data and Computer Software Clauses in DFARS 252.227-7013(c) (1) (ii) and FAR 52.227-19(a) through (d) as applicable.

10. Miscellaneous

10.1 Notices. All notices required under these License Terms shall be in writing, and shall be deemed effective five days from deposit in the mails. Notices and correspondence to (a) HL7 must be sent to its principal office, and (b) to Licensee at its address as it appears on the membership records of HL7.

10.2 Governing Law and Jurisdiction. These License Terms shall be construed and interpreted under the internal laws of the State of Michigan and the federal laws of the United States of America, without giving effect to their principles of conflict of laws. HL7 and Licensee agree to submit to the jurisdiction of the courts within the State of Michigan and that any action to enforce the provisions of these License Terms shall be brought, heard and determined exclusively in such courts.

10.3 Entire Agreement. These License Terms constitute the entire agreement and understanding between HL7 and Licensee regarding the subject matter contained herein. No modification or waiver of these License Terms shall be binding unless it is in writing and signed by both parties. If any provision of these License Terms is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be omitted and the remaining terms shall remain in full force and effect. These License Terms supersedes any and all prior agreements between HL7 and Licensee regarding Licensee's right to use the Material.

By your application for, or renewal of, any category of HL7 membership you agree to comply with the HL7 Bylaws, HL7 Governance and Operations Manual, and HL7 Policy Governing the Use of HL7 Standards and other Intellectual Property.

By your application for, or renewal of, an organizational membership within HL7, your organization and your voting members agree to comply with the HL7 Bylaws, HL7 Governance and Operations Manual, and HL7 Policy Governing the Use of HL7 Standards and Other Intellectual Property.

HL7®, HL7 (Design)®, HEALTH LEVEL SEVEN®, CARE CONNECTED BY HL7 (Design)®, CCD®, CDA®, GreenCDA® and FHIR® are the registered trademarks of HL7. The unauthorized use of the HL7®, HL7 (Design)®, CARE CONNECTED BY HL7 (Design)®, HEALTH LEVEL SEVEN®, CCD®, CDA®, GreenCDA® and FHIR® trademarks is strictly prohibited.

Please contact: HL7trademarks@HL7.org if you have any questions regarding the use of HL7's registered or common law trademarks.

Name:
                                                                  


Signature:
                                                                  


Entity on whose behalf you are accepting this Agreement: (Enter SELF if you are accepting on behalf of yourself alone)
                                                                  


Address (address, city, state, zip, country):
                                                                  


Phone Number:
                                                                  


Email Address:
                                                                  


Stakeholder group licensee identifies with (Circle one)
      IT developer/vendor
      Technology implementer
      Consultancy
      Healthcare Professional (MD, RN, PharmD, etc.)
      Academia
      Payer
      Government
      Student
      Other                                                                  (please specify)


Reason for accessing the standard (i.e., will use in a product, for personal study, to develop a training course, other, etc)
                                                                  


If implementing, are you using a tool or implementing by coding?
                                                                  


If by coding, would you benefit from use of a tool?
                                                                  


If used in a product, please identify product name/supplying vendor
                                                                  


If used in hospital or facility, identify department(s) where used
                                                                  


What product(s) or service(s) should HL7 provide in order to encourage you to consider membership in the organization? (Please circle all that are desirable.)
      Enhanced education and/or training, including, but not limited to webinars, day-long sessions, multi-day programs.
      Direct access to HL7 experts and thought leaders.
      Certification of products for HL7 compliance and/or conformance
      Certification of advanced HL7 expertise (for teaching or consulting)
      HL7 Help Desk access
      Other                                                                  (please specify)


Date:
                                                                  

NOTE: YOU MUST RETURN TO THIS PAGE AND EITHER UPDATE THIS INFORMATION ANNUALLY OR CONFIRM THAT IT IS STILL CURRENT IN ORDER TO MAINTAIN YOUR LICENSE. ANY FAILURE TO DO SO WILL RESULT IN THE AUTOMATIC TERMINATION OF YOUR LICENSE WITHOUT NOTICE BY HL7.

11. Implementation Information. In order to maintain your rights under this License, you are requested, but not required to inform HL7 of any Compliant Product you create.

Form Updated: 04/13/2015

PLEASE RETURN BY FAX TO:
734-677-6622