Toolkit Online EULA
Important – Read Carefully: This End User License Agreement (“EULA”) is a legal agreement between you (either an individual or a single legal entity) and PrivaPlan® Associates, Inc, a Colorado corporation (“PrivaPlan”) for the Online HIPAA Privacy and Security Compliance Toolkit (Standard Edition or CMA Edition) and related resources, which includes computer software and related documentation (collectively, “Toolkit”). By installing, copying, accessing or otherwise using this Toolkit, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not install or use the Toolkit; you may, however, request a refund.
License Grant. The Toolkit, are protected by copyright laws, international copyright treaties and other intellectual property laws and treaties. The Toolkit, are licensed on a non-exclusive basis, not sold. You may install, use, access, run or otherwise interact with the Toolkit, for your own use or your company’s use, solely for your internal business purposes. You may use multiple computers or workstations to access the Toolkit since it is accessed via the Internet; you may download the Toolkit files as needed, however you may only do this for your own use or your company’s use. This license is only for your own use or your company’s use; it may not be used for multiple covered entities or multiple businesses. Each one of these will need their own license. You may print copies of Toolkit files and documents solely for your internal distribution and use. All rights not expressly granted are reserved by PrivaPlan. Not limiting the foregoing, this EULA does not grant you any rights to: (i) sublicense, distribute or transmit the Toolkit in whole or in part; (ii) modify the Toolkit; (iii) use the Toolkit to operate a claims service bureau, consulting service or other service without the express and written permission of PrivaPlan; (iv) reverse engineer, decompile, or disassemble the Toolkit, except as expressly permitted by applicable law; (v) any trademarks of PrivaPlan; or (vi) copy any printed materials accompanying the Toolkit. Your rights under this EULA may not be transferred, leased, assigned, or sublicensed. Any purported attempt to transfer, lease, assign, or sublicense your rights will be void.
Ownership of Intellectual Property. As between you and PrivaPlan, all rights in and to the Toolkit are owned by PrivaPlan, including all rights provided under copyright law, trademark law, patent law, trade secret law, and all other forms of proprietary and intellectual property protection.
Breach; Termination. Without prejudice to any other rights, PrivaPlan may terminate this EULA if you fail to comply with the terms of this EULA. In such an event, you must destroy all copies of the Toolkit.
Support Services. PrivaPlan may provide you with support services related to the Toolkit (“Support Services”). Use of Support Services is governed by the PrivaPlan policies and programs described in materials on the PrivaPlan website or in other PrivaPlan-provided materials.
Disclaimer of Warranties; Exclusion of Damages; Limitation of Liability. PRIVAPLAN AND ITS AFFILIATES PROVIDE THE TOOLKIT “AS IS” AND MAKE NO WARRANTIES OR REPRESENTATIONS AS TO THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE TOOLKIT AND HEREBY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY (IF ANY) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR FREEDOM FROM VIRUSES OR OTHER MAL:ICIOUS CODE. PRIVAPLAN AND ITS AFFILIATES DISCLAIM ANY WARRANTIES THAT THE TOOLKIT WILL ENSURE COMPLIANCE WITH HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1966 (PL 104-191, AS AMENDED) PRIVACY OR SECURITY STANDARDS). TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PRIVAPLAN OR ITS AFFILIATES BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR ANY INJURY TO PERSON OR PROPERTY, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE TOOLKIT, EVEN IF PRIVAPLAN OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PRIVAPLAN’S OR ITS AFFILIATES’ LIABILITY EXCEED THE AMOUNT YOU PAID FOR THIS LICENSE. Some states or jurisdictions do not allow the exclusion or limitation of incidental, consequential, or special damages, or the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to you.
No Legal or Other Professional Advice. The information contained in the Toolkit does not constitute, and is no substitute for, legal or other professional advice. You should consult your own legal or other professional advisors for individualized guidance regarding the application of the law to your particular situation, your State and in connection with other compliance-related concerns.
General. This EULA and the rights and obligations of the parties with respect to the Toolkit will be governed by, and construed in accordance with the laws of the State of Colorado, USA, without reference to the choice of law principles thereof. All disputes concerning or arising under this EULA or the Toolkit, shall be settled by arbitration in Denver, Colorado before a single arbitrator. Such arbitration shall be governed and the arbitrator selected under the Commercial Dispute Rules of the American Arbitration Association or such other service as the parties may mutually agree. The award in any such arbitration shall be final. The judgment thereon may be entered in any court of competent jurisdiction. You hereby expressly consent to the location and use of such arbitration. By so agreeing you waive your right to a jury trial. This EULA will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. If any part of this EULA is found unenforceable, it will not affect the validity or enforceability of any other provision of this EULA. Failure by either party to complain of any act or failure to act of the other party or to declare the other party in default, irrespective of the duration of such default, will not constitute a waiver of rights hereunder. The Toolkit may not be shipped into any country or used in any manner prohibited by law, regulation or order. No amendment, modification, or waiver of any provision of this EULA will be effective unless it is set forth in a writing signed by an authorized officer of both parties. This EULA constitutes the complete agreement between you and PrivaPlan with respect to the Toolkit and supersedes all proposals (oral or written), all previous negotiations, and all other communications.
“Affiliates” of PrivaPlan include its officers, employees, agents, subsidiaries, suppliers and parties with whom it has developed the Toolkit, and website.