When you use the Services, you are entering into a legal agreement and you and the entity on behalf of which you are using the Services, agree to all of these terms.
This Agreement is a legally binding agreement made by and between HIPAAtrek, LLC (“HIPAAtrek”) and you, personally and, if applicable, on behalf of the entity for whom you are using any of the Sites or Services (collectively, “you” or “your”).
BY ACCESSING OR USING ANY OF THE SITES OR ANY PART OF THE SERVICES, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE SO BOUND, DO NOT ACCESS ANY SITE OR USE ANY SERVICE.
Some Services may be subject to additional terms, including the payment of fees, which, if applicable, will be presented to you when you use or create an account to use such Services or when you otherwise enter into an agreement with HIPAAtrek for such Services. If you use any Services subject to additional terms, you agree to be bound by the terms of this Agreement and those additional terms. If there is a conflict between these terms and the additional terms for a particular Service, the additional terms will control for that Service.
HIPAAtrek may change this Agreement and any additional terms at any time. Notification of modifications to this Agreement will be posted on this page and notice of modified additional terms will be posted on this page or in the applicable Service. Modifications will become effective fourteen days after they are posted, unless a different effective date is provided in the notice of modification. If you do not agree to the modified terms for a Service, discontinue your use of that Service.
2. Your Obligations, in General
Under this Agreement, you make certain promises, both individually and on behalf of the entity for which you are using Services.
You may not access or use the Services if you are under age 18 or if you are HIPAAtrek’s competitor, except with HIPAAtrek’s prior written consent.
You agree to follow the law and all applicable rules and regulations; comply with this Agreement; and comply with the Dos and Don’ts below in your use of and access to the Services.
You agree that you are responsible, and HIPAAtrek is not responsible: (i) for any internet access, hardware, or software that is necessary or appropriate to facilitate your use of or access to the Services; (ii) for establishing and following appropriate procedures to safeguard the security of the hardware, software, and information used by you in connection with your access to or use of the Services; and (iii) for adequate protection, security and backup of data and equipment used in connection with your access to or use of the Services.
3. Your Account and Content or Other Information You Submit
If you create an account accessible via login credentials or if you submit content or other information in connection with your use of or access to the Services, you have additional obligations under this Agreement.
To use certain Services, you must create an account accessible through a user name and password. You must keep confidential all login credentials (e.g., user name, password, or access code) used to access the Sites or the Services. You are solely responsible for any and all activity that occurs in connection with or via the use of your login credentials, including any losses incurred by you resulting from unauthorized use of such login credentials. You must notify HIPAAtrek immediately of any unauthorized use or suspected unauthorized use of your login credentials or any other breach of security known to you or reasonably suspected by you, if you believe any password or account information has been stolen or otherwise compromised in connection with such breach.
Some of the Services allow you to submit content. To the extent you have any intellectual property rights in such content, you will retain those rights. By uploading or otherwise submitting content in connection with your use of the Services, you grant HIPAAtrek (and its affiliates, distributors, and other agents it may designate in its discretion) a non-exclusive, worldwide, perpetual, royalty-free, non-terminable, sublicensable, transferable, license to use, distribute, reproduce, create derivative works of, distribute, publicly perform, publicly display and transmit such content for any purpose in connection with the provision, operation, promotion, and improvement of the Services and development of new HIPAAtrek products and services. Do not submit content unless you have the right to grant this license for such content. If you submit ideas, suggestions or anything else about the Services (such as ways to improve the Services) to HIPAAtrek, you agree that HIPAAtrek can use that feedback for any reason, without payment or other compensation to you, forever and throughout the world. Do not submit any feedback to HIPAAtrek in which you do not wish to grant such rights.
HIPAAtrek has no obligation to display or continue to display content you submit or post on a Site.
4. Rights and Limits
You have certain rights to use Services under this Agreement. Those rights are limited, however, as are HIPAAtrek’s obligations to you.
Subject to your compliance with the terms and conditions of this Agreement, HIPAAtrek grants you a limited, non-exclusive right to use the Services, and any content and materials made available to you in connection with your use of the Services, only for your internal business purposes, informational purposes and for such other purposes (and subject to such further limitations) as may be provided in this Agreement, any additional terms applicable to a particular Service, or any instructions for use that HIPAAtrek may provide from time to time.
HIPAAtrek may change or discontinue any of the Sites or the Services at any time without liability to you or any third party.
Using the Sites or the Services does not give you ownership of or any rights to any materials or content that may be provided to you in connection with your use of the Sites or the Services, all of which is owned by HIPAAtrek, its licensors, or other entities and is protected by copyright and other intellectual property rights. Using the Sites or the Services does not give you any rights to use any trademarks, service marks, trade dress, trade names, or the like, used in connection with the Sites or the Services, without express permission from the owner.
HIPAAtrek respects the rights of others. If you believe any of the Services or content available through the Services infringes your intellectual property rights, please contact HIPAAtrek at the address shown below.
5. Third Party Information and Services
Information about third parties and links to third party websites may be available through our Services. HIPAAtrek is not responsible for any third-party materials or websites.
HIPAAtrek may provide access to third party websites, materials or other third party information. Your use of such third party websites, materials or other information will be subject to those terms to which you and the third party agree. HIPAAtrek may use third party materials or other third party information in providing the Services to you. You agree that HIPAAtrek is not responsible for any third party materials or other information, whether such materials are accessed directly by you or used by HIPAAtrek in providing the Services, including whether the information is accurate or whether the information is suitable for your use or use in connection with the Services. You agree that HIPAAtrek is not responsible for whether third party information accessed by you is available for your use, for the performance or operation of any third party website, for any products or services advertised or sold by any third party (including on or through a third party’s website), or for any other action or inaction by any third party.
6. Disclaimer and Limit of Liability
HIPAAtrek disclaims certain legal liabilities for the quality, safety, or reliability of the Services and limits its liability under this Agreement.
HIPAAtrek HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF HIPAAtrek HAS BEEN INFORMED OF SUCH PURPOSE), VALIDITY, ENFORCEABILITY, TITLE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AND ANY WARRANTIES THAT MAY ARISE DUE TO COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. THE SITES AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND HIPAAtrek MAKES NO REPRESENTATION OR WARRANTY THAT THE SOFTWARE PRODUCTS OR SERVICES WILL ACHIEVE A PARTICULAR RESULT, MEET YOUR REQUIREMENTS, OPERATE IN THE CONFIGURATION OR WITH OTHER HARDWARE OR SOFTWARE YOU USE, OR BE UNINTERRUPTED, SECURE, OR ERROR FREE.
In no event shall HIPAAtrek or any of its officers, directors, employees, shareholders, members, agents, representatives, successors, or assigns (the “HIPAAtrek Parties”) be liable for any indirect, incidental, punitive, special or consequential damages (including without limitation loss of profits, revenue, goodwill, data, or use, work stoppage, computer failure or malfunction, or any damages arising from incorrect information or data provided by HIPAAtrek), resulting from the use of or inability to use any of the Sites or Services; the performance or non-performance of any of the Sites or Services; the failure of essential purpose; or the failure of any of the Sites or Services to achieve any particular result, even if, in any case, HIPAAtrek has been notified of the possibility or likelihood of such damages (the “Losses”). Subject to the foregoing, the entire liability of the HIPAAtrek Parties in respect of any Losses, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is limited to and will not exceed the greater of (i) the amount you have paid to HIPAAtrek for your use of the Services during the one year period immediately preceding the event (or, as the case may be, the last to occur of the series of events) giving rise to your damages or (ii) one hundred dollars (US$100).
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. AS SUCH, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS APPLY, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
You agree to indemnify HIPAAtrek for certain damages or losses it may incur if you do not comply with your obligations under this Agreement.
You agree to indemnify, defend and hold harmless HIPAAtrek and the HIPAAtrek Parties from any and all claims, injuries, liabilities, damages, losses and all costs and expenses (including attorneys’ and expert witnesses’ fees and expenses) due to or arising out of your use of any of the Sites or Services or your breach of this Agreement. If you are obligated to provide indemnification pursuant to this provision in respect of any third party claim, HIPAAtrek may, in its sole and absolute discretion, control the disposition of such third party claim at your sole cost and expense. Without limiting the foregoing, you may not settle, compromise or in any other manner dispose of any third party claim without the consent of HIPAAtrek.
You can stop using the Services at any time. HIPAAtrek can terminate your access to the Services if it believes you have not complied with your obligations under this Agreement.
You may stop accessing or using the Sites or the Services at any time. HIPAAtrek may terminate your access to the Sites or the Services in whole or in part if it reasonably believes you have breached any of the terms and conditions of this Agreement or if you fail to timely pay any fees due to HIPAAtrek in connection with your right to use the Sites or receive the Services. Your rights to access certain Services may terminate if the entity on behalf of which you are using the Services breaches this Agreement or requests termination of such access. Following termination, you will not be permitted to access the Sites or use the Services. If your access to the Sites or the Services is terminated, HIPAAtrek may exercise whatever means it deems necessary to prevent unauthorized access to the Sites or the Services, including, but not limited to, technological barriers, IP mapping, and direct contact with your Internet service provider. This Agreement will survive indefinitely unless and until HIPAAtrek chooses to terminate it, regardless of whether any account you open is terminated by you or HIPAAtrek or whether you continue to use or continue to have the right to use the Sites or the Services.
9. Dispute Resolution
In the unlikely event of a legal dispute related to this Agreement, it will take place in Missouri courts, applying Missouri law.
You agree to initially tell HIPAAtrek if you have a dispute and allow HIPAAtrek to try to resolve the dispute.
This Agreement is entered into in the State of Missouri, and its validity, construction, interpretation and legal effect will be governed by the law of the State of Missouri (irrespective of its choice of law rules) and the United States of America applicable to contracts entered into and performed entirely within the State of Missouri. Any action at law or in equity arising under this Agreement permitted to be filed under this Agreement will be filed only in an appropriate State or Federal Court located in the City of St. Louis, Missouri. The Parties hereby irrevocably consent and submit to the exclusive personal jurisdiction of and venue in such courts for the purposes of litigating any such action.
If you have any dispute with HIPAAtrek or any related third party, arising out of, relating to, or connected with the Services, you agree to contact HIPAAtrek at the address set forth below; provide a brief, written description of the dispute; and give HIPAAtrek thirty (30) days within which to resolve the dispute to your satisfaction. You must provide notice of any dispute (or otherwise assert any claims) related to your use of the Services or under this Agreement, if at all, in writing to HIPAAtrek within one (1) year of the date such claim first arose, or such claim is forever waived by you. Each claim shall be adjudicated individually, and you agree not to combine your claim with the claim of any third party.
10. General Terms
Here are some important details about how to read the Agreement.
This Agreement supersedes all prior and contemporaneous agreements and understandings between you and HIPAAtrek relating to the Services. You may not transfer your rights or obligations under this Agreement without the prior written consent of HIPAAtrek. HIPAAtrek may freely do so, in whole or in part. This Agreement will be binding upon the successors and permitted assigns of you and HIPAAtrek. This Agreement does not create any third party beneficiary rights. A party’s failure or delay in exercising any right, power or privilege under this Agreement will not waive its rights to exercise such right, power, or privilege in the future, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise of such right, power, or privilege, or the exercise of any other right, power, or privilege under this Agreement. You and HIPAAtrek are independent contractors, and no agency, partnership, joint venture, employee-employer relationship is intended or created by this Agreement. Whenever possible, each provision, or subpart thereof, of this Agreement shall be interpreted so as to be valid and enforceable under applicable law. If any provision of this Agreement is adjudicated to be invalid or unenforceable under applicable law in any jurisdiction, the validity or enforceability of the remaining provisions thereof shall be unaffected as to such jurisdiction and such adjudication shall not affect the validity or enforceability of such provision in any other jurisdiction. To the extent that any provision of this Agreement is adjudicated to be invalid or unenforceable because it is overbroad, that provision shall not be void but rather shall be limited to the extent required by applicable law and shall be enforced to the maximum extent permissible under applicable law.
You represent and warrant that you have all necessary authority and power to enter into this Agreement including, if applicable, the entity for whom you are using the Services and that this Agreement constitutes the valid and binding obligation of you and, if applicable, such entity, in accordance with its terms.
Words such as “herein”, “hereinafter”, “hereof” and “hereunder” refer to this Agreement as a whole and not merely to a section, paragraph or clause in which such words appear, unless the context otherwise requires. All definitions set forth herein will be deemed applicable whether the words defined are used herein in the singular or the plural. The singular shall include the plural, and each masculine, feminine and neuter reference shall include and refer also to the others, unless the context otherwise requires. The words “include”, “includes” and “including” are deemed to be followed by “without limitation” or words of similar import. Except where the context otherwise requires, the word “or” is used in the inclusive sense (and/or). The headings and summaries of the terms of this Agreement are provided for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.
11. How to Contact HIPAAtrek
By providing your email address, you agree that HIPAAtrek may send emails to you related to the Services. If you do not wish to receive general marketing emails, you can opt out by following the instructions in the messages. HIPAAtrek may send any legal notices to you via email, notification by a message to your account, or regular mail. If you wish to provide legal notice to HIPAAtrek or any other notice required or provided by this Agreement, please do so by letter, deposited into the Unites States mail, return receipt requested, postage prepaid, and addressed as follows: HIPAAtrek, LLC, 4240 Duncan Avenue, Suite 200, St. Louis, Missouri, 63110 Attention: Mark F. Mueller, General Counsel, or email@example.com.
For communications for purposes other than those related to this Agreement, you may contact HIPAAtrek at: HIPAAtrek, LLC, 4240 Duncan Avenue, Suite 200, St. Louis, Missouri, 63110 Attention: Sarah Badahman, CEO, or firstname.lastname@example.org.
12. “Dos” and “Don’ts”
Dos. You agree that you will:
- Comply with all applicable laws in your use of the Services, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements;
- Provide accurate information to HIPAAtrek and keep it updated;
- Use the Services only as expressly permitted by this Agreement; and
- Use the Services in a professional manner.
Don’ts. You agree that you will not:
- Cause, or attempt to cause, a denial of service condition or otherwise engage in any activity that interferes with any third party’s ability to use or enjoy the Services;
- Access, or attempt to access, data or information that does not belong to you or portion of the Services to which you have not been granted access by HIPAAtrek pursuant to your authorized use of the Services;
- Destroy or corrupt, or attempt to destroy or corrupt, data or information that does not belong to you, or otherwise interfere with or damage the Services;
- Infringe, violate, or transgress any rights of HIPAAtrek, its customers, or other users of the Services; make any false or misleading statements about HIPAAtrek, its customers, or other users of the Services; or submit any false or misleading information to HIPAAtrek (including in your use of the Services);
- Disparage the Services or engage in any activity harmful to or likely to be harmful to the reputation or goodwill of HIPAAtrek;
- Use, upload, or input data that has not been collected, used, and protected in a manner that complies with all applicable laws, rules, and regulations and agreements governing collection, use, or protection of such data, including all laws, rules, and regulations applicable to collection and use of protected health information;
- Use, upload, or input data for any purpose that does not comply with all applicable laws, rules, and regulations and agreements governing use of such data, including all laws, rules, and regulations applicable to collection and use of protected health information;
- Attempt to download or otherwise acquire possession of any software used to provide the Services, other than components expressly authorized for download in accordance with documentation provided by HIPAAtrek in connection with your use of the Services;
- Reverse engineer any of HIPAAtrek’s software or services or attempt to derive any algorithms, processes or methods used to generate Reports or otherwise used in connection with the Services;
- Use, display, perform, copy, reproduce, represent, adapt, create derivative works from, distribute, transmit, sublicense or otherwise circulate or make available by any means whatsoever any materials or content made available to you in connection with your use of the Services, without express permission from the owner, except as expressly set forth in this Agreement or any additional terms applicable to a particular Service.
- Disrupt, interfere with, or bypass (or attempt to disrupt, interfere with, or bypass) any security or user authentication features of the Services
- Use the Services for the benefit of third parties (such as a service bureau) or to compete with HIPAAtrek
Assist any third party in engaging in any such activity