Software Subscription Agreement

Subject to this Agreement and timely payment of fees, Provider grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license, during the subscription term, to access and use the Software for Customer’s internal business purposes, solely by the purchased number of named user seats and solely for the CPT®/HCPCS codes listed on the order or selected at checkout.

No other license is granted. Provider and its licensors retain all right, title, and interest in the Software, including updates, models, workflows, documentation, and branding. Customer receives no rights in source code, training data, or underlying models.

The Software is accessed at the production URL designated by Provider (currently the JDL Access Policy Nexus™ application). Provider will provision Customer’s workspace after checkout is approved and payment is captured or an invoice is accepted. Customer is responsible for its own internet access, browsers, and devices.

Customer will not, and will not allow any third party to:

• copy, modify, or create derivative works of the Software except as the hosted interface already allows (for example, exporting a coverage grid for internal use);
• rent, resell, timeshare, or provide the Software to a third party as a bureau or competing product;
• exceed the purchased seat or code quantities, or share credentials to evade those limits;
• remove proprietary notices;
• use the Software to build a competing payer-policy monitoring product;
• upload PHI or other patient-identifying information;
• use outputs as an official coverage determination or as a substitute for the payer’s source document.

Fees are those stated at checkout or on an order form, exclusive of taxes. Customer is responsible for applicable taxes other than taxes on Provider’s net income. Annual subscriptions renew for successive one-year terms at then-current list price unless either party gives written notice of non-renewal at least thirty (30) days before the renewal date, or the order form states otherwise.

Failure to pay is a material breach. Provider may suspend the license on ten (10) days’ notice of overdue amounts.

Customer will use the Software in accordance with the Terms of Service and applicable law, keep user lists current, and ensure that only authorized employees or contractors access Customer’s workspace. Customer is responsible for decisions it makes using Software output, including prior-authorization, coding, and billing decisions.

Provider may update the Software, add or replace payer sources, and change non-material features in the ordinary course. Provider will use commercially reasonable efforts to keep the Software available, excluding scheduled maintenance, payer-site failures, and events beyond Provider’s reasonable control. No service-level credit applies unless an order form states one.

Customer retains ownership of the data it submits (organization details, user identities, tracked codes, comments, and support tickets). Provider may use aggregated, de-identified operational metrics to operate and improve the Software. Provider does not claim ownership of payer policy documents; those remain the payer’s.

Each party will use the other’s Confidential Information only to perform this Agreement and will protect it with reasonable care. Confidential Information does not include information that is public, independently developed, or rightfully received from a third party without duty of confidentiality. A party may disclose Confidential Information if required by law, after giving notice where legally permitted.

The license starts on the date Provider activates Customer’s workspace and continues for the subscription term. Either party may terminate for material breach that remains uncured thirty (30) days after written notice (ten days for non-payment). On termination, Customer’s access ends and Customer will stop using the Software. Provider may retain backups for a limited period as required for legal or operational purposes, then delete Customer’s workspace data on request except as law requires retention.

THE SOFTWARE IS PROVIDED “AS IS.” PROVIDER AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. POLICY SUMMARIES, COVERAGE CLASSIFICATIONS, COVERED-LIVES FIGURES, AND ALERTS ARE INFORMATIONAL AND MAY BE INCOMPLETE OR INCORRECT. CUSTOMER MUST VERIFY THE PAYER SOURCE DOCUMENT BEFORE ACTING.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS. PROVIDER’S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER FOR THE SOFTWARE IN THE TWELVE MONTHS BEFORE THE CLAIM. THIS CAP DOES NOT APPLY TO CUSTOMER’S PAYMENT OBLIGATIONS OR TO LIABILITY THAT CANNOT BE LIMITED BY LAW.

This Agreement is governed by Florida law. Venue lies in Pinellas County, Florida. Notices to Provider go to info@jdlapolicynexus.pro and to the address in the Terms of Service. This Agreement, the Terms of Service, and the order form are the entire agreement on the license. Amendments must be in writing. If an executed order form conflicts with this Agreement, the order form controls.