HIPAA Compliance Tools / SIMBUS / Rebecca Herold & Associates, LLC License and Services Agreement
This is a legal agreement for the license of SIMBUS ("Software") and related Compliance Services (as defined below) ("Agreement"). Please read these terms and conditions carefully before accepting below. By completing the registration form and clicking AGREE at checkout, You are agreeing to all terms and conditions in this click through agreement:
This Agreement summarizes the entire functions and responsibilities of SIMBUS Compliance Software. This Agreement also outlines your responsibilities under our engagement, and outlines our process and billing procedures.
We, HIPAA Compliance Tools, a CA Partnership, and Rebecca Herold & Associates, LLC are being retained by "You" to perform the services outlined in this Agreement.
SERVICES AND FEES
The Agreement covers HIPAA Compliance Tool's service offerings via SIMBUS Compliance Software and content provided by Rebecca Herold & Associates, LLC including but not limited to Policies, Procedures, Tasks and Forms. We will notify You as we introduce new products and product enhancements, which may be governed by separate agreements. The SIMBUS Software Services and all content (collectively referred to as "Services") and their fees are described below. HIPAA Compliance Tools for the remainder of this document will be referred to as HCT.
All Services provided by us under this Agreement are for educational and consulting purposes only. The ultimate responsibility for acquiring and maintaining compliance and responding to any and all audits, compliance reviews, or regulatory inquiries is with You. We make every effort to provide the most up to date content as required by federal law but we do not guarantee its accuracy and timeliness. You accept responsibility for taking the actions necessary to maintain ongoing compliance with all government and state standards required for compliance. Nothing in the HIPAA Compliance Tool systems or advice should be construed as legal advice. Please contact your attorney for all legal matters related to federal and state privacy and security laws.
HCT will maintain a copy of all of the client's policies, procedures, forms, and tasks, and this data will be backed up weekly. HCT will use its best efforts to ensure the integrity of this data but is not liable for any consequential damages that may result from its loss. We encourage printing and storing of all edited policies, procedures, forms and tasks.
For the SIMBUS Compliance Service:
The SIMBUS software is a membership product which includes a monthly setup fee plus and ongoing monthly fee. By membership You the client give us access to charge the card on file each month on the anniversary day of your purchase of our software and this monthly fee will continue until cancelled. By selecting your product of choice and agreeing to these terms and conditions at the checkout page, you authorize Us to charge You, the corresponding initial payment and recurring monthly fees using the payment information You provide. Access to your private dashboard and all content will continue until canceled by You or cancelled by US for non-payment. We will take every effort to notify you via email if there is an issue with billing but we reserve the right to discontinue service after 3 failed attempts to collect the monthly fee.
For the SIMBUS Service:
CLIENT NON-COMPETE AGREEMENT
For good and valuable consideration the receipt of which is hereby acknowledged, You (Client) hereby agree not to directly or indirectly compete with the business of HCT or SIMBUS or Rebecca Herold & Associates, LLC and its successors.
You (Client) acknowledge that HCT and SIMBUS and Rebecca Herold & Associates, LLC may, provide You access to trade secrets, technology, systems and other confidential data and good will. You (Client) agree to retain said information as confidential and not to use said information on his or her own behalf or disclose same to any third party. You (Client) also agree to take reasonable security measures to prevent accidental disclosure.
You (Client) shall not own, manage, operate, consult or be employed in a business substantially similar to, or competitive with, the present business of HCT and SIMBUS or such other business activity in which the HCT and SIMBUS and Rebecca Herold & Associates, LLC may substantially engage during the term of engagement.
This non-compete agreement shall extend worldwide and shall be in full force and effect during the period of engagement and for 2 years following engagement termination, notwithstanding the cause or reason for termination.
For the purpose of this Agreement, "Confidential Information" shall mean confidential or proprietary information received from one Party, or its employees or agents by another. "Confidential Information" shall specifically include either Party's customer lists, business models, methods, plans, web applications, documentation, manuals, policies, procedures and forms as used by either Party or either Party's partner companies.
All Confidential Information shall remain in confidence by each Party's employees and agents and shall not be disclosed to any third party, and shall be protected with the same degree of maintenance as the Parties normally use in the protection of their own confidential and proprietary information. The Parties further agree not to use or reproduce Confidential Information for any purpose, except as contemplated under this Agreement.
Nothing in this agreement shall be construed to grant either Party a license to any Confidential Information, or to any copyrights, trade secrets or other intellectual property rights derived from the Confidential Information. The Parties specifically agree and understand that all of each Party's products and services, and the ideas and expressions related thereto, and all physical embodiments thereof and material developed in relation thereto shall remain the property of the originating Party.
BILLING PROCEDURES & COLLECTIONS
Invoices, Late Charges and Work Cessation
You will be billed for services according to the product you select at checkout. Payments are deducted each month through a 128 bit SSL secure payment system. Failure to pay monthly subscription services may result in the immediate suspension of access to the software. We will attempt to bill the card on file 3 times. At that time if payment has not been received we will suspend the account and keep the data on file for 60 days. If payment is brought current within that time You will have access to your content. After 60 days HCT reserves the right to delete all data within the client's dashboard.
HCT is not responsible for any late tax filings or penalties, fines, taxes, sales tax, or any other taxes or other charges that may be assessed.
Collection Costs, Arbitration and Governing Law
In the event of a dispute related to or arising from this Agreement, You and HCT agree to submit to resolution by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Such arbitration shall be binding and final. However, HCT is not required to submit to arbitration any claim for unpaid fees and expenses if the amount involved is $2,000 or less.
This Agreement is made, or to be performed, in Orange County, California, and shall be interpreted, construed and enforced in accordance with California law. In the event that any dispute arises under this Agreement, or relating to our obligations to each other, You consent to jurisdiction in Orange County, California.
You agree, as part of this engagement, to indemnify and hold harmless HCT and Privacy professor from and against any and all claims, losses, damages, liabilities, costs, and other expenses of any kind whatsoever (including all attorneys' fees and collection or court costs) arising from or in connection with the services provided by HCT or Rebecca Herold & Associates, LLC.
LIMITATION OF LIABILITY
YOU AGREE THAT OUR ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY, IN LAW, IN EQUITY, OR OTHERWISE, WITH RESPECT TO ANY HCT OR REBECCA HEROLD & ASSOCIATES LLC. SERVICES PROVIDED UNDER THIS AGREEMENT AND/OR FOR ANY BREACH OF THIS AGREEMENT IS SOLELY LIMITED TO THE AMOUNT YOU PAID FOR SUCH SERVICES DURING THE TERM OF THIS AGREEMENT.
YOU AGREE THAT HCT AND REBECCA HEROLD & ASSOCIATES LLC. SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICE OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES OR RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE, EVEN IF COMPLIANCE HELPER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU FURTHER AGREE- THAT HCT OR REBECCA HEROLD & ASSOCIATES LLC. SHALL NOT BE HELD LIABLE FOR ANY DAMAGES ARISING FROM, THE INTERRUPTION, SUSPENSION OR TERMINATION OF SERVICES, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER SUCH INTERRUPTION, SUSPENSION OR TERMINATION WAS JUSTIFIED OR NOT, NEGLIGENT OR INTENTIONAL, INADVERTENT OR ADVERTENT.
YOU AGREE THAT YOUR USE OF OUR SERVICES IS SOLELY AT YOUR OWN RISK. YOU AGREE THAT ALL OF SUCH SERVICES ARE PROVIDED ON AN "AS IS," AND "AS AVAILABLE" BASIS. WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. USE OF THESE SERVICES DOES NOT IN ANYWAY GUARANTEE COMPLIANCE.
TERMINATING THIS AGREEMENT
You have the right to terminate this engagement at any time. Termination can be done through the system, by phone or by email. Upon termination of the Agreement, all fees owed to HCT will be immediately payable in full, including fees for services provided for the current period through the date of termination.
ENTIRE AGREEMENT: CHANGE OF TERMS NOTICE
This Engagement Agreement contains the entire Agreement between You and HCT / REBECCA HEROLD & ASSOCIATES LLC. Any modifications to this Agreement shall be noticed by the posting of new terms and conditions within your dashboard in the profile section. These changes shall become effective thirty days after their posting. You may reject the amendments by providing written notice to Us and terminating the services (without penalty).
The items and conditions of this Agreement are agreed to and accepted by You and HCT / REBECCA HEROLD & ASSOCIATES LLC. IF YOU DO NOT AGREE TO ALL OF THE FOREGOING TERMS AND CONDITIONS, CLICK DECLINE. YOUR USE OF THE SOFTWARE CONSTITUTES YOUR AGREEMENT, FOR YOU AND YOUR COMPANY, TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.