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Terms of Service

HIPAAgps™ MASTER AGREEMENT WITH SAAS TERMS OF SERVICE, LICENSE AGREEMENT

Updated/Amended July 5, 2018

This Master Agreement, including Terms of Service, and License Agreement, (this “Agreement”) is by and between HIPAAgps LLC (“HIPAAgps”), and the Licensed User (“Licensed User”, “User”, or “Party”). This Agreement includes the Acceptable Use Policy, Privacy Policy, DMCA Policy, and any current or future “Order” (as defined below in Article 1), and all such documents are incorporated by this reference.

HIPAAgps provides a cloud-based HIPAA assistance tool in a Software as a Service (SAAS) model with various tools, resources, and computing capacity (the “System”), which consists of technology hosted on HIPAAgps provisioned servers and accessed remotely, via the cloud. HIPAAgps, through its separate partner network, also provides referrals for professional services that may be needed to implement HIPAA compliance, but which are not part of this Agreement. The parties have agreed that HIPAAgps will provide the System to Licensed User, now and pursuant to future Orders. Therefore, in consideration of the commitments set forth below, the adequacy of which consideration the parties hereby acknowledge, the parties agree to all the terms and conditions of this Agreement.

  1. DEFINITIONS. The following capitalized terms shall have the following meanings whenever used in this Agreement:
        • AUP” means HIPAAgps’s acceptable use policy found on the HIPAAgps site.
        • Cloud Components” means such elements of the System as HIPAAgps hosts on its provisioned computing systems pursuant to the applicable Order.
        • Licensed User” means a Party to this Agreement, while in good standing, or the Party’s employees and staff who are authorized to use Licensed Materials.
        • Licensed User Data” means data in electronic form managed or stored by the System submitted by or on behalf of a Licensed User.
        • Deliverables” means any report, data, services, or other solutions created pursuant to Professional Services by affiliates to HIPAAgps and operating independently from HIPAAgps not part of an Order.
        • Licensed Materials” means the Software as a Service (SaaS) residing in the Cloud Components; media, software products, training products, documents and forms and related products and/or materials, in any form, used or provided as part of the HIPAAgps online service; copyright-claimed expressions residing in the Cloud Components; logos, trademarks, HIPAAgps branding and goodwill; and website layout functionality and design features of the HIPAAgps online site and service. All information and materials appearing on the HIPAAgps Website and all online services offered as HIPAAgps, including without limitation any and all site text, site layout, site functionality, site toolsets and design features, and menus are protected by U.S. and International copyright laws. Ownership of said information and materials (“the HIPAAgps Copyright Information”) lies exclusively with HIPAAgps or its affiliates; and except as specifically permitted, no portion of this website or the HIPAAgps Copyright Information or Licensed Materials may be distributed or reproduced by any means, or in any form, without HIPAAgps’s prior written permission.
        • Order” means an order or subscription for access to the System and Licensed Materials, executed with HIPAAgps.
        • Privacy Policy” means the HIPAAgps Privacy Policy posted on the HIPAAgps website.
        • Professional Services” means such services by an affiliate of HIPAAgps and referred by HIPAAgps to the Licensed User separate from and outside this Agreement.
        • User” means any entity who uses the System on Licensed User’s behalf or through Licensed User’s account or passwords.
        • PHI” means Protected Health Information. According to the U.S. Department of Health and Human Services (HHS), PHI is individually identifiable health information that is “held or transmitted by a covered entity or its business associate, in any form or media, whether electronic, paper, or oral.”

 

  1. CLOUD COMPONENTS & GENERAL USE OF THE SYSTEM.
        • Use of the System. During the Term (see Section 13.1, below), Licensed User may access and use the Cloud Components pursuant to: (a) this Master Agreement; (b) the terms of any current Order, including such features and functions as the Order allows; and (c) HIPAAgps’s policies posted on its Website, including any updates as they may appear from time to time.
        • System Revisions. HIPAAgps may revise the features and functions of the Cloud Components at any time, provided no such revision materially reduces features or functionality provided pursuant to an Order.
        • Onboarding. HIPAAgps offers initial training to Licensed User concerning the functionality and orientation of HIPAAgps. Onboarding is not instructional concerning HIPAA requirements, and Licensed User agrees that HIPAAgps does not offer substantive instruction on HIPAA compliance, and further agrees to release, hold harmless and indemnify HIPAAgps concerning any claim, suit, or proceeding in any way connected to or originating from the Onboarding training. The Parties agree that Onboarding is training to orient the Licensed User on HIPAAgps platform functionality to aid Licensed User under this Agreement. Any Onboarding training provided on behalf of HIPAAgps to Licensed User by a third party shall not change Licensed User’s agreements and duties under this subsection.

 

  1. LICENSED MATERIALS.
        • License. HIPAAgps hereby grants Licensed User a nonexclusive license to use the Licensed Materials, and to reproduce any forms offered for use by the System, as is set forth on the applicable Order, as necessary for Licensed User’s internal business purposes and solely as a component of the System offered to and accepted by Licensed User, provided Licensed User complies with the restrictions set forth below in Section 2 (Restrictions on Rights). Such internal business purposes do not include use by any parent, subsidiary, or affiliate of Licensed User, or any other third party other than Licensed User’s staff as specifically authorized in this Agreement or Order, and Licensed User shall not permit any such use.
        • Restrictions on Rights. Copies of the Licensed Materials created or transferred pursuant to this Agreement are licensed, not sold, and Licensed User receives no title to or ownership of the Licensed Materials. Furthermore, Licensed User receives no rights to the Licensed Materials other than those specifically granted in Section 1 above. Without limiting the generality of the foregoing, Licensed User or User shall not: (a) modify, create derivative works from, distribute, sell, publicly display, publicly perform, or sublicense the Licensed Materials; (b) use the Licensed Materials in any way forbidden by Section 7.1 below; or (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive any of the Licensed Materials’ source code. Moreover, Licensed User shall not allow third parties to violate this section 3.2.
        • Delivery. HIPAAgps shall provide the Licensed Materials to Licensed User, through online access via its Cloud Components, including forms and other Licensed Materials for electronic download, upon agreeing to subscribe to the service and receiving Licensed User access credentials from HIPAAgps.

 

  1. PROFESSIONAL SERVICES.
        • Provision of Professional Services. HIPAAgps may refer a Party seeking Professional Services through its partner network, and Licensed User may negotiate directly with the referred Professional Services provider, which will not be part of this Agreement.
        • Deliverables. HIPAAgps provides no warranty, does not endorse or recommend, and is not responsible for any Professional Services.

 

  1. FEES. Licensed User shall pay HIPAAgps the fee set forth in each Order (the “Subscription Fee”) for each Term. Licensed User is responsible to compensate HIPAAgps for all fees incurred by HIPAAgps for declined payments, and related financial fees for declined payments by the Licensed User.

 

  1. LICENSED USER DATA & PRIVACY.
        • Use of Licensed User Data. Use of the Cloud Components by a Licensed User involves data insertion or data field elections concerning HIPAA-related compliance options, with the resulting selections resulting in data population onto the HIPAAgps cloud platform (not including PHI, which is expressly prohibited). By facilitating data insertion or data field elections for purposes of enabling a Licensed User to utilize the system does not mean that HIPAAgps has any duty or obligation, nor warrants, that Licensed User’s data and forms are the responsibility of HIPAAgps for storage, availability, security, data integrity, or for any other purpose other than to assist Licensed User to achieve its objectives for use of the system. Other user data will include personal information about a Licensed User. Unless it receives Licensed User’s prior written consent, or as provided under the Privacy Policy, HIPAAgps: (a) shall not access, process, or otherwise use Licensed User Data other than as necessary to facilitate the System; and (b) shall not intentionally grant any third-party access to Licensed User Data, including without limitation HIPAAgps’s other Licensed Users. Notwithstanding the foregoing, HIPAAgps may disclose Licensed User Data as required by applicable law or by proper legal or governmental authority. HIPAAgps shall give Licensed User prompt notice of any such legal or governmental demand, unless prohibited by law, and reasonably cooperate with Licensed User in any effort to seek a protective order or otherwise to contest such required disclosure, at Licensed User’s expense.
        • Privacy Policy. The Privacy Policy applies only to the HIPAAgps SaaS service offering and not the provisioned Cloud Components which are maintained by a third party. Upon request, HIPAAgps will provide Licensed User with third party Privacy Policy information. The HIPAAgps Privacy Policy does not apply to any third-party website or service linked to the System or recommended or referred to through the System or by HIPAAgps’s staff.
        • Risk of Exposure. Licensed User recognizes and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the System, Licensed User assumes such risks. Licensed User’s own credentials to access the HIPAAgps site face the risk of compromise and theft through security errors or omissions occurring on the Licensed User’s own network or computing system. HIPAAgps offers no representation, warranty, or guarantee that Licensed User Data will not be exposed or disclosed through errors or the actions of third parties; and HIPAAgps shall not be responsible for maintaining data or records for Licensed User, and that therefore Licensed User acknowledges and agrees that it remains Licensed User’s duty and responsibility to store or maintain its records under its own, separate storage arrangements.
        • Data Accuracy. HIPAAgps shall have no responsibility or liability for the accuracy of data uploaded to the System by Licensed User, including without limitation Licensed User Data and any other data uploaded by Users.
        • Data Deletion. HIPAAgps may permanently erase Licensed User Data if Licensed User’s account is delinquent, suspended, or terminated for 30 days or more. Since PHI data is prohibited from upload onto the System, it is subject to deletion, reporting to appropriate HIPAA compliance offices, and other appropriate handling by HIPAAgps to remedy any User’s error in uploaded PHI data, and not precluding other remedies deemed appropriate by HIPAAgps in its sole discretion.
        • Excluded Data. Licensed User represents and warrants that Licensed User Data does not and will not include, and Licensed User has not and shall not upload or transmit to HIPAAgps’s computers or other media, any data (“Excluded Data”) which upon transition would violate: HIPAA/HITECH; a state privacy statute or any US law or regulation that restricts data transmission as afforded by HIPAAgps Cloud Components; and any international privacy provision that would be violated by using HIPAAgps (the “Excluded Data Laws“). LICENSED USER RECOGNIZES AND AGREES THAT: (a) HIPAAGPS HAS NO LIABILITY FOR ANY FAILURE TO PROVIDE PROTECTIONS SET FORTH IN THE EXCLUDED DATA LAWS OR OTHERWISE TO PROTECT EXCLUDED DATA; (b) HIPAAgps EXPRESSLY PROHIBITS USER UPLOADING SPECIFIED SENSITIVE EXCLUDED DATA IN ITS TERMS OF SERVICE AND VIOLATIONS OF THE TERMS OF SERVICE PROVIDE CERTAIN REMEDIES, WHICH ARE NOT EXCLUSIVE TO HIPAAGPS; and (c) HIPAAGPS’S SYSTEMS ARE NOT INTENDED FOR MANAGEMENT OR PROTECTION OF EXCLUDED DATA AND MAY NOT PROVIDE ADEQUATE OR LEGALLY REQUIRED SECURITY FOR EXCLUDED DATA.
        • Aggregate & Anonymized Data. Notwithstanding the provisions above of this Article 6, HIPAAgps may use, reproduce Aggregate Data in order to analyze the performance of the SaaS product, to monitor trends in order to improve the service, or for other trend analysis or other analytic purposes in order to improve the service offering (“Aggregate Data” refers to Licensed User Data with the following removed: personally identifiable information and the names and addresses of Licensed User and any of its Users.)

 

  1. LICENSED USER’S RESPONSIBILITIES & RESTRICTIONS.
        • Acceptable Use. Licensed User shall comply with the AUP. Licensed User shall not: (a) allow third parties to use the System, except as specifically authorized by this Agreement; (b) provide System passwords or other log-in information to any third party, except Licensed User’s staff as specifically authorized by this Agreement; (c) share non-public System features or content with any third party; or (d) access the System in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the System, or to copy any ideas, features, functions or graphics of the System. In the event that it suspects any breach of the requirements of this Section 1, including without limitation by Users, HIPAAgps may suspend Licensed User’s access to the System without advanced notice, in addition to such other remedies as HIPAAgps may have. Neither this Agreement nor the AUP requires that HIPAAgps take any action against Licensed User or any User or other third party for violating the AUP, this Section 7.1, or this Agreement, but HIPAAgps is free to take any such action it sees fit.
        • Unauthorized Access. Licensed User shall take reasonable steps to prevent unauthorized access to the System, including without limitation by protecting its passwords and other log-in information. Licensed User shall notify HIPAAgps immediately of any known or suspected unauthorized use of the System or compromise of its security and shall use best efforts to stop said compromise.
        • Reasonable Security. Licensed User represents and warrants that Licensed User presently undertakes, or agrees under this Agreement through the ordering of Professionals Services that it will undertake commercially reasonable cybersecurity measures to ensure the confidentiality, integrity, and availability of its computing systems, Internet attack surfaces, and supply chain for the purposes of providing information assurance and trustworthiness of its business operations, and further agrees to indemnify HIPAAgps for any losses or damages sustained by HIPAAgps and its affiliates and other users of HIPAAgps for damages sustained as a result of Licensed User’s errors or omissions that are the proximate cause of those damages by HIPAAgps and its affiliates and other third parties.
        • Other Users; System Access. Licensed User is responsible and liable for: (a) Other Users’ use of the System, including without limitation unauthorized User conduct and any User conduct that would violate the AUP or the requirements of this Agreement applicable to Licensed User; and (b) any use of the System through Licensed User’s account, whether authorized or unauthorized.
        • Maintenance of Forms, Records, and Important Data. It shall remain the sole responsibility of Licensed User, irrespective of Licensed User’s actions to input data, records, forms and any information onto the system, and notwithstanding any other term in this agreement or other understandings or implied relationship between the Parties, to maintain its own documentation.
  1. IP & FEEDBACK.
        • IP Rights in the System. HIPAAgps retains all right, title, and interest in and to the System, including without limitation all software used to provide the System and all graphics, user interfaces, logos, and trademarks reproduced through the System. This Agreement does not grant Licensed User any intellectual property license or rights in or to the System or any of its components, except to the limited extent that this Agreement specifically sets forth Licensed User license rights to Licensed Materials. Licensed User recognizes that the System and its components are protected by copyright and other laws.
        • Feedback. HIPAAgps has not agreed to and does not agree to treat as confidential any Feedback (as defined below) that Licensed User, or other Users, provide to HIPAAgps, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict HIPAAgps’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Licensed User or other User in question. (“Feedback” refers to any suggestion or idea for improving or otherwise modifying any of HIPAAgps’s products or services.)

 

  1. CONFIDENTIAL INFORMATION PROTECTION
    • Injunction. Licensed User agrees that business processes, methods and other information contained on the HIPAAgps website is Confidential Information, and that HIPAAgps is entitled to protect its proprietary information in any way it sees fit. Licensed User further agrees that loss of proprietary information would cause HIPAAgps irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, HIPAAgps will be entitled to injunctive relief against such disclosure or threatened disclosure of its Confidential Information, without proving actual damage or posting a bond or other security.

 

    • Termination & Return. With respect to Confidential Information, the remedies of Section 1 above (Injunction) will terminate five years after the date of disclosure or threatened disclosure. Upon termination of this Agreement, Licensed User shall return all copies of Confidential Information to HIPAAgps or certify, in writing, the destruction thereof.

 

    • Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license thereto. HIPAAgps will retain all right, title, and interest in and to all Confidential Information.

 

  1. REPRESENTATIONS & WARRANTIES.
        • From HIPAAgps.
            • Re IP Rights in the System. Subject to the next sentence, HIPAAgps represents and warrants that HIPAAgps is the owner of the SaaS service offering, or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the rights granted in this Agreement without the further consent of any third party. HIPAAgps’s representations and warranties in the preceding sentence do not apply to the extent that the infringement arises out of any of the conditions listed in Subsections 1(a) through 11.1(f) below. In the event of a breach of the warranty in this Section 10.1, HIPAAgps, at its own expense, will promptly take the following actions: (i) secure for Licensed User the right to continue using the System; (ii) replace or modify the System to make it non-infringing; or (iii) terminate the infringing features of the Service and refund to Licensed User any prepaid fees for such features, in proportion to the portion of the Term left after such termination. In conjunction with Licensed User’s right to terminate for breach where applicable, the preceding sentence states HIPAAgps’s sole obligation and liability, and Licensed User’s sole remedy, for breach of the warranty in this Section 10.1 and for potential or actual intellectual property infringement by the System.
        • From Licensed User.
            • Representation and Warranty terms contained in sections 6.6 and 7.3 above are hereby incorporated by reference.
            • Re Licensed User Itself. Licensed User represents and warrants that: (i) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement; (ii) it has accurately identified itself and it has not provided any inaccurate information about itself to or through the System; and (iii) it is a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to applicable law.
        • Warranty Disclaimers. Except to the extent set forth in Section 1 above, LICENSED USER ACCEPTS THE SYSTEM “AS IS” AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) HIPAAgps DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (b) HIPAAgps DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT LICENSED USER DATA WILL REMAIN PRIVATE OR SECURE.

 

  1. INDEMNIFICATION.
        • From HIPAAgps. HIPAAgps shall defend and indemnify Licensed User and Licensed User’s Associates (as defined below in Section 3) against any “Indemnified Claim,” meaning any third-party claim, suit, or proceeding arising out of, related to, or alleging infringement of any patent, copyright, or trademark, or other intellectual property right by the System, and for no other claim, suit, or proceeding except for the listed infringement claims listed in this subsection 11.1. HIPAAgps’s obligations set forth in this Section 11.1 do not apply to the extent that an Indemnified Claim arises out of: (a) Licensed User’s breach of this Agreement; (b) Licensed User’s failure to incorporate Licensed Materials updates or upgrades that would have avoided the alleged infringement, provided HIPAAgps offered such updates or upgrades without charges not otherwise required pursuant to this Agreement; (c) HIPAAgps’s modification of Licensed Materials in compliance with specifications provided by Licensed User, including without limitation Deliverables to the extent created based on such specifications; (d) any Deliverable, if the disclosure provided at or before delivery states that such Deliverable incorporates third party software or other assets; or (e) use of the System in combination with hardware or software not provided by HIPAAgps.
        • From Licensed User. Licensed User shall indemnify and defend HIPAAgps and HIPAAgps’s Associates (as defined below in Section 3) against any “Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of or related to Licensed User’s alleged or actual use of, misuse of, or failure to use the System, including without limitation: (a) claims by other Users or by Licensed User’s employees; (b) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information, including Licensed User Data; (c) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the System through Licensed User’s account, including without limitation by Licensed User Data; (d) claims that use of the System through Licensed User’s account, including by Licensed User’s Clients or other Users, harasses, defames, or defrauds a third party or violates the CAN-Spam Act of 2003 or any other law or restriction on electronic advertising. Indemnified Claims pursuant to the preceding sentence also include (f) claims related to the injury to or death of any individual, or any loss of or damage to real or tangible personal property, caused by the act or omission of Licensed User or of any of its agents, subcontractors, or employees; and additionally, claims arising out of errors or omissions as provided in sections 6.7 or 7.3, above.
        • Litigation & Additional Terms. The obligations of the indemnifying party (“Indemnitor”) pursuant to Section 1 or 11.2 above: (a) include retention and payment of attorneys and payment of court costs, as well as settlement at Indemnitor’s expense and payment of judgments; and (b) will be excused to the extent that the other contracting party’s (“Indemnified Party’s”) or any of such Indemnified Party’s Associates’ failure to provide prompt notice of the Indemnified Claim or reasonably to cooperate materially prejudices the defense. Indemnitor will control the defense of any Indemnified Claim, including appeals, negotiations, and any settlement or compromise thereof; provided Indemnified Party will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. (A party’s “Associates” are its officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns.)

 

  1. LIMITATION OF LIABILITY.
        • Dollar Cap. HIPAAgps’s LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FOLLOWING:
            • For direct costs to the Licensed User: Total liability of HIPAAgps shall not exceed three times the accumulated subscriptions paid by the Licensed User for all terms of service executed between the Parties and paid by Licensed User; or,
            • Liability for indirect, consequential, and economic losses shall not exceed $25,000 per occurrence from an incident arising out of or related to this Agreement causing damage to a Licensed User or third parties.
            • In no event will HIPAAgps be liable for special or punitive damages arising out of or related to this Agreement. Total liability of HIPAAgps for any damages shall not exceed the total insurance available for an incident arising out of or related to this agreement, including the allocation of Licensed User’s insurance that would cover Licensed User’s damages. The Parties agree that in calculating the liability of HIPAAgps, Licensed User’s insurance coverage will first be determined and calculated before calculating any gap of coverage to attribute to the liability of HIPAAgps.
        • Clarifications & Disclaimers. THE LIABILITIES LIMITED BY THIS ARTICLE 12 APPLY: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) EVEN IF HIPAAgps IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF LICENSED USER’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Article 12, HIPAAgps’s liability will be limited to the maximum extent permissible. For the avoidance of doubt, HIPAAgps’s liability limits and other rights set forth in this Article 12 apply likewise to HIPAAgps’s affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives.
        • General Disclaimer. HIPAAgps is a tool to aid Covered Entities to bring themselves into HIPAA compliance. In general, the structure of the HIPAA compliance regimen entails a set of broad principles, with instructions to take certain ‘reasonable steps’ or to disclose certain ‘minimum necessary’ information. The HIPAA compliance structure generally entails Covered Entities to define processes and to implement systems that conform to minimum requirements and are consistent with the broad objectives and principles contained within the overall framework. Though HIPAAgps believes it has diligently incorporated HIPAA methods, minimum standards, and factors influencing security control selections, the HIPAAgps User is ultimately responsible for properly implementing HIPAA. HIPAAgps tools and the System are intended for education and assistance to the User, to guide it through its own HIPAA decision making and compliance efforts. RELIANCE ON ANY INFORMATION PRESENTED WITHIN THE HIPAAgps SYSTEM IS AT THE USER’S OWN RISK. THE USER SHOULD RESEARCH HIPAA, HITECH and OTHER LAWS, REGULATIONS, GUIDES, AND BEST PRACTICE RESOURCES IN CONJUNCTION WITH HIPAAgps TOOLS AND RESOURCES. SCORING IS NOT AN INDICATION OF HIPAA COMPLIANCE, BUT RATHER SIGNALS THE USER’S OVERALL HIPAA MATURITY AND ITS GENERAL CONFORMITY WITH HIPAA REQUIREMENTS. ANY INTERPRETATION OF LAW OR APPLICATION OF LAW OR REGULATION OUTLINED BY HIPAA IS NOT INTENDED AS LEGAL ADVICE AND HIPAAgps IS NOT ENGAGED IN THE PRACTICE OF LAW. THE ACCURACY, COMPLETENESS, ADEQUACY, OR CURRENCY OF INFORMATION IS NOT WARRANTED OR GUARANTEED. CONTACT HIPAA QUALIFIED LEGAL COUNSEL FOR LEGAL ADVICE CONCERNING HIPAA COMPLIANCE. THE TOOLS AND INFORMATION INCLUDED IN THE HIPAAgps SYSTEM HELPS USERS ADDRESS FEDERAL HIPAA REQUIREMENTS; ANY STATE, LOCAL, CONTRACTUAL OR NONFEDERAL COMPLIANCE REQUIREMENTS ARE NOT PART OF HIPAAgps.         HIPAAgps SHALL NOT BE RESPONSIBLE, AND LICENSED USER AGREES TO HOLD IT AND ITS AFFILIATES HARMLESS FOR THE UNAVAILABILITY OR LOSS OF DATA, FORMS OR RECORDS, AS IT SHALL BE THE RESPONSIBILITY OF LICENSED USER TO MAINTAIN ITS OWN RECORDS.

 

  1. Term & Termination.
        • Term. The term of this Agreement (the “Term”) shall commence on the date of the Order and will continue for the period contained in the Order. This Agreement will automatically renew for successive periods, as provided in the Order.
        • Termination for Cause. Either party may terminate this Agreement for the other’s material breach by written notice, effective in 30 days unless the other party first cures such breach. Without limiting HIPAAgps’s other rights and remedies, HIPAAgps may suspend or terminate any Licensed User’s access to the System at any time, without advanced notice, if HIPAAgps reasonably concludes such Licensed User’s or other User has conducted itself in a way that is not consistent with the requirements of the AUP or the other requirements of this Agreement, or in a way that subjects HIPAAgps to potential liability.
        • Effects of Termination. Upon termination of this Agreement, Licensed User shall cease all use of the System and delete, destroy, or return all copies of the Documentation in its possession or control. The following provisions will survive termination or expiration of this Agreement: (a) any obligation of Licensed User to pay fees incurred before termination; (b) Articles and Sections 2 (Restrictions on Software Rights) 8 (IP & Feedback), 9 (Confidential Information), 10 (Warranty Disclaimers), 11 (Indemnification), and 12 (Limitation of Liability); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose.

 

  1. MISCELLANEOUS.
        • Independent Contractors. The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf. The parties agree that no HIPAAgps employee or contractor will be an employee of Licensed User.
        • Notices. HIPAAgps may send notices pursuant to this Agreement to Licensed User’s email contact points provided by Licensed User, and such notices will be deemed received 24 hours after they are sent. Licensed User may send notices pursuant to this Agreement to info@hipaagps.com, and such notices will be deemed received 72 hours after they are sent.
        • Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing party’s reasonable control.
        • Assignment & Successors. Licensed User may not assign this Agreement or any of its rights or obligations hereunder without HIPAAgps’s express written consent. Except to the extent forbidden in this Section 4, this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns.
        • Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
        • No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
        • Choice of Law & Jurisdiction. This Agreement will be governed solely by the internal laws of the State of Colorado, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of Colorado.
        • Conflicts. In the event of any conflict among the policies of HIPAAgps, this Agreement, and any independent arrangement or agreements between HIPAAgps and a Party to this Agreement, the following order of precedence will govern, with lower numbers governing over higher ones: (1) this Agreement excepting any incorporation of policies or arrangements that contribute to causing a conflict; and (2) any HIPAAgps policy posted online, including without limitation the AUP or Privacy Policy. No other attachment incorporated into this Agreement or independent agreement that is executed after this Agreement will be construed to amend this Agreement unless it specifically states its intent to do so, cites the section or sections amended, and is executed by the Parties.
        • Construction. The parties agree that the terms of this Agreement result from negotiations between them. This Agreement will not be construed in favor of or against either party by reason of authorship.
        • Technology Export. Licensed User shall not: (a) permit any third party to access or use the System in violation of any U.S. law or regulation; or (b) export any software provided by HIPAAgps or otherwise remove it from the United States except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, Licensed User shall not permit any third party to access or use the System in, or export such software to, a country subject to a United States embargo, including any new laws that may become enacted subject to the effective date of this Agreement.
        • Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.

 

    • Amendment. This Agreement may not be amended except through a written agreement by authorized representatives of each party. Notwithstanding the foregoing provisions of this Section 13, HIPAAgps may revise the Privacy Policy and Acceptable Use Policy at any time by posting a new version of either at the Website, and such new version will become effective on the date it is posted.