HIPAA Manager - Welcome to HIPAA?

Please read the following license agreement. If you agree to the following terms and conditions, check the checkbox and click "Continue".

IMPORTANT: MORRIS, MANNING & MARTIN, LLP, A GEORGIA LIMITED LIABILITY PARTNERSHIP, IS WILLING TO LICENSE THE SOFTWARE KNOWN AS "HIPAA MANAGER" ("SOFTWARE") FOR DEMONSTRATION AND EVALUATION PURPOSES ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS LICENSE AGREEMENT ("AGREEMENT"). PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING THE [I ACCEPT] BUTTON AT THE BOTTOM OF THIS LICENSE AGREEMENT AND PROCEEDING TO USE THE SOFTWARE, YOU WILL INDICATE YOUR AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN MORRIS, MANNING & MARTIN IS UNWILLING TO LICENSE THE SOFTWARE TO YOU, IN WHICH EVENT YOU SHOULD RETURN THE SOFTWARE TO MORRIS, MANNING & MARTIN IMMEDIATELY BUT IN NO EVENT LONGER THAN FIVE (5) DAYS AFTER RECEIPT OF THE SOFTWARE.

LICENSE

This is a software license and not a sale of software. The Software is being provided to you for demonstration purposes only. You are granted a non-exclusive, non-transferable, limited license to use the Software for evaluation purposes only on one (1) workstation. You may not install the Software on any server or make any copies of the Software or allow any third party to view the software. If you are entering into this Agreement on behalf of an organization, all references to "you" or "your" in this Agreement shall mean collectively the organization and the end user of the Software. By using the Software you represent and warrant that you have the authority to enter into this Agreement on behalf of the organization and the organization agrees to be bound by all terms and conditions of this Agreement. By providing you this license, Morris, Manning & Martin is not obligated to provide any further license, product or service to you related to the software or the information contained in the software.

Ownership of Intellectual Property

The Software is not in the public domain. Morris, Manning & Martin and/or its licensors are the owners of all Software intellectual property rights, including without limitation patent, trademark, copyright, and trade secret rights, and the techniques and ideas embodied and expressed therein. You acknowledge that, except for the limited license granted hereunder, you have no rights in or to the Software, or any copies thereof.

Proprietary Rights and Information

You acknowledge and agree that the Software and other information related thereto or disclosed or delivered to you in relation to this Agreement ("Morris, Manning & Martin's Information") represent Morris, Manning & Martin's confidential and proprietary information. You agree to keep Morris, Manning & Martin's Information confidential by exercising the necessary care required to prevent its disclosure and you will not disclose, divulge, distribute, publish, transmit or transfer Morris, Manning & Martin's Information to any third party or use Morris, Manning & Martin's Information for any purpose whatsoever other than to review and evaluate the Software. Your obligations with respect to Morris, Manning & Martin's Information deemed "trade secret" under applicable law shall remain in effect for as long as Morris, Manning & Martin's Information remains a trade secret. Your obligations with respect to Morris, Manning & Martin's Information that is not deemed to be a trade secret shall remain in effect for a period of three (3) years following your receipt of Morris, Manning & Martin's Information. Your obligations set forth under this Section 4 shall survive termination of this Agreement.

Warranty Disclaimer

Neither providing the Software to you nor providing any of the content in the software to you constitutes legal advice by Morris, Manning & Martin. The Software is licensed to you on an "as is, where is" basis and Morris Manning & Martin disclaims any and all warranties, whether express or implied, including, without limitation, any warranties of merchantability, fitness for a particular purpose, and non-infringement. Without limiting the foregoing, you agree that Morris Manning & Martin and its officers, directors, agents, and employees, shall have no liability for errors or omissions in the output of the Software, such outputs including, without limitation, the quality or accuracy of any screen displays or reports, in the transmission and reception of such data, and in the processing of such data by the software.

Limitation on Liability

In no event will Morris Manning & Martin or its partners, attorneys, agents, and employees, be liable to you for consequential, punitive, exemplary, incidental, or indirect damages or costs (including legal fees and expenses) or loss of goodwill or profit in connection with the supply, use or content of the Software or in connection with any claim arising from this Agreement, even if Morris Manning & Martin has been advised of the possibility of such damages or costs. In no event will Morris Manning & Martin or its partners, attorneys, agents, and employees, be liable to you for any direct damages under this Agreement or otherwise, regardless of the form of claim or action, in any amount greater than ten dollars ($10.00). No action arising out of this Agreement, regardless of form, may be brought by you or any other third party more than one (1) year after the date the cause of action has accrued.

Indemnification

You agree to indemnify, defend, and hold harmless Morris, Manning & Martin and its respective officers, directors, employees, agents, successors, representatives and assigns from any suits, losses, claims, demands, liabilities, costs and expenses (including attorney or accounting fees) sustained, incurred, or arising from your use or misuse of the Software.

Term and Termination

This Agreement shall be effective upon your receipt of the Software and for fifteen (15) days thereafter. Upon expiration of this Agreement for any reason, you shall immediately return the Software to Morris, Manning & Martin, or, at Morris, Manning & Martin's discretion, you shall permanently destroy all copies of the Software and any related materials in your possession or control.

Injunctive Relief

You acknowledge that remedies at law may be inadequate to provide Morris, Manning & Martin with full compensation in the event of your material breach of the license or any confidentiality obligations contained herein or any intellectual property rights of Morris, Manning & Martin, and that Morris, Manning & Martin shall therefore be entitled to seek injunctive relief in the event of any such material breach.
miscellaneous.

This Agreement shall be construed and governed in accordance with the laws of the State of Georgia of the United States of America, without regard to its rules regarding conflicts of law. You agree to submit to and hereby consent to the personal jurisdiction of the courts located within the State of Georgia. The failure of Morris, Manning & Martin to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is for any reason held unenforceable or invalid, then this Agreement shall be construed as if such provision were not contained in this Agreement. You cannot assign, sublicense, or transfer this Agreement without the prior written consent of Morris, Manning & Martin. Any attempt by you to sublicense, assign or transfer any rights, duties, or obligations hereunder is null and void. This Agreement comprises the entire agreement between you and Morris, Manning & Martin, and supersedes any other agreement or discussion, oral or written, with respect to the subject matter of this Agreement, and may not be changed except by a written signed agreement between the parties.

You must agree to the terms and conditions to proceed to HIPAA Manager™.