HIPAA Manager™
  Terms and Conditions

1. LICENSE. This is a license to the Site and not a sale of the Site. Subject to the terms and conditions of this Agreement (including without limitation regarding term and termination set forth in Section 9 below), MMM grants to You a non-exclusive, non-transferable, limited license to (i) use the Site for internal purposes only to view, copy, save and print the materials provided through the Site; and (ii) view, copy, modify, save and print the materials provided through the Site (including without limitation reference manuals and forms), solely within the legal entity that has paid for the license in this Section. The preceding license is conditioned upon Your payment of MMM's fees for the Site license. The preceding license provides You with no other license to the Site, including without limitation any right to modify, copy, creative derivative works of or otherwise exploit the computer software used in the operation of the Site, such as any Java scripts, Hypertext Markup Language or other software.
   

2. OWNERSHIP OF INTELLECTUAL PROPERTY; LICENSE RESTRICTIONS. The Site is not in the public domain. MMM and/or its licensors are the owners of all Site 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 Site, or any copies thereof. MMM does not provide You with any implied license to the Site. You shall not distribute, resell or otherwise provide the Site (including without limitation any materials provided through the Site and any modifications You may have made to such materials) to any party outside the legal entity that has paid for this license to the Site or permit any such party to view, copy, save or print any part of the Site (including without limitation any modifications You may have made to materials provided through the Site). By providing You this license, MMM is not obligated to provide any further license, product or service to You related to the Site or the information contained in the Site. Except as expressly permitted in Section 1, You will not copy, transmit, sell, license, modify, publish, participate in the transfer or sale of, create derivative works from, perform, display, incorporate into another Web site, or in any other way exploit any part of the Site (including without limitation materials provided through the Site) or any derivative works thereof, in whole or in part for commercial or non-commercial purposes. You will not decompile, disassemble or reverse engineer any executable or object code portions of the Site.
   

3. PROPRIETARY RIGHTS AND INFORMATION. You acknowledge and agree that the Site and other information related thereto or otherwise disclosed or delivered to You in relation to this Agreement that are either trade secrets or confidential information as defined by applicable law (collectively "MMM's Information") represent MMM's proprietary information. You will not disclose, divulge, distribute, publish, transmit or transfer MMM's Information to any third party or use MMM's Information for any purpose whatsoever other than as expressly permitted in this Agreement. Subject to the obligations in the preceding sentence, You will use the same degree of care, but no less than reasonable care, to keep MMM's Information confidential as You use to protect Your own trade secrets and confidential information. Your obligations with respect to MMM's Information that is a "trade secret" under applicable law shall remain in effect for as long as MMM's Information remains a trade secret. Your obligations with respect to MMM's Information that is "confidential information" under applicable law shall remain in effect for a period of three (3) years following Your receipt of MMM's Information. Your obligations set forth under this Section 3 shall survive termination of this Agreement.
   

4. SITE RESTRICTIONS. As a condition of Your use of the Site, You represent and warrant that You shall not use the Site for any purpose that is unlawful or prohibited by these Agreement. You will abide by all applicable local, state, national and international laws and regulations and You shall be solely responsible and liable for all acts or omissions that occur while You use the Site. By ways of example, and not as a limitation, You will not use the Site to:

   • Defame, abuse, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others;
     

   • Publish, distribute or disseminate any harmful, inappropriate, profane, vulgar, infringing, obscene, tortious, indecent, immoral or otherwise objectionable material or information;
     

   • Transmit or upload any material to the Site that contains viruses, trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious programs;
     

   • Interfere with or disrupt the Site networks or servers;
     

   • Harvest or otherwise collect information from the Site about others, including without limitation email addresses, without proper consent;
     

   • Use the account, login identification, or password of another party to access the Site;
     

   • Otherwise attempt to gain unauthorized access to the Site, other accounts, computer systems or networks connected to the Service, through password mining or any other means; or
     

   • Interfere with another individual's or entity's use or enjoyment of the Site.

   MMM has no obligation to monitor Your use of the Site or retain the content of any of Your sessions on the Site. However, MMM reserves the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request.
   

5. NO LEGAL ADVICE. Materials provided through the Site do not constitute legal advice. Use of the Site does not create an attorney-client relationship. Because of the ever-changing nature of the law and the unique issues each legal problem creates, You should not rely on any information on the Site as legal advice and should consult an attorney regarding specific legal issues. The Site is provided for educational purposes only and is not intended to substitute for obtaining legal, professional, financial, technical or tax advice from legal counsel.
   

6. DISCLAIMER. THE SITE IS LICENSED TO YOU ON AN "AS IS, WHERE IS" BASIS AND MMM DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, MMM AND ITS OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, SHALL HAVE NO LIABILITY FOR ERRORS OR OMISSIONS IN THE OUTPUT OF THE SITE, SUCH OUTPUT 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 SITE. MMM DOES NOT WARRANT THAT THE FUNCTIONS OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. APPLICABLE LAWS MAY CHANGE AND MMM IS NOT ABLE TO CONFIRM THAT THE SITE (INCLUDING WITHOUT LIMITATION THE MATERIALS PROVIDED THROUGH THE SITE) IS CORRECT OR CURRENT IN EVERY CASE. MMM MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED AS TO THE ACCURACY OR COMPLETENESS OF THE SITE. THE OPINIONS EXPRESSED IN THE SITE ARE SOLELY THE OPINION OF THE INDIVIDUAL AUTHOR AND MAY NOT REFLECT THE OPINIONS OF MMM, OTHER INDIVIDUAL ATTORNEYS OR PERSONNEL. MMM IS LOCATED IN ATLANTA, GEORGIA, USA AND DOES NOT REPRESENT THAT THE SITE IS AVAILABLE FOR USE IN OTHER JURISDICTIONS OR IS IN COMPLIANCE WITH THE LAWS OF SUCH OTHER JURISDICTIONS. THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 CONTAINS MANY LEGAL OBLIGATIONS AND THE SITE IS ONLY INTENDED TO ADDRESS SOME OF SUCH OBLIGATIONS, AS MMM MAKES INFORMATION ABOUT SUCH OBLIGATIONS AVAILABLE THROUGH THE SITE. MMM HAS NO OBLIGATION TO PROVIDE YOU WITH INFORMATION ABOUT ALL OR OTHER SUCH OBLIGATIONS OR OTHER LAWS AS PART OF THE SITE OR HIPAAMANAGER™. MMM PROVIDES NO WARRANTY OR REPRESENTATION THAT YOU WILL BE IN COMPLIANCE WITH THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 OR ANY OTHER LAW AS A RESULT OF USE OF THE SITE AND HIPAAMANAGER™.
   

7. LIMITATION ON LIABILITY. IN NO EVENT WILL MMM OR ITS PARTNERS, ATTORNEYS, AGENTS, EMPLOYEES, SUCCESSORS, REPRESENTATIVES OR ASSIGNS BE LIABLE TO YOU FOR CONSEQUENTIAL, PUNITIVE, EXEMPLARY, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES OR COSTS (INCLUDING WITHOUT LIMITATION LEGAL FEES AND EXPENSES) OR LOSS OF GOODWILL OR PROFIT ARISING OUT OF OR RELATING TO THE SUPPLY, USE OR CONTENT OF THE SITE OR ANY CLAIM ARISING OUT OR OF RELATING TO THIS AGREEMENT. IN NO EVENT WILL THE TOTAL, CUMULATIVE LIABILITY OF MMM AND ITS PARTNERS, ATTORNEYS, AGENTS, EMPLOYEES SUCCESSORS, REPRESENTATIVES AND ASSIGNS TO YOU FOR ANY DIRECT DAMAGES UNDER THIS AGREEMENT AND REGARDING HIPAAMANAGER™ EXCEED THE AMOUNTS YOU HAVE PAID TO MMM FOR HIPAAMANAGER™. THIS SECTION SHALL APPLY EVEN IF MMM HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF THE APPLICABLE DAMAGES OR LIABILITY OCCURRING, REGARDLESS OF WHETHER SUCH DAMAGES OR LIABILITY ARE FORESEEABLE OR UNFORESEEABLE, AND REGARDLESS OF WHETHER SUCH DAMAGES OR LIABILITY ARE BASED IN CONTRACT, TORT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY.
   

8. INDEMNIFICATION. You will defend, indemnify and hold MMM and its partners, attorneys, agents, and employees, successors, representatives and assigns harmless from any suits, losses, claims, demands, damages, liabilities, costs and expenses (including without limitation attorney or accounting fees) sustained, incurred, or arising from Your use or misuse of the Site.
   

9. TERM AND TERMINATION. This Agreement shall become effective upon Your clicking the [I Accept] button below. MMM makes no warranties or representations regarding the availability of the Site through the Internet and plans to remove the Site from the Internet during June 2003. If You have purchased a license to access the Site through the Internet, then Your license shall terminate at such time. Removal of the Site from the Internet shall not terminate any license You may have purchased from MMM for the CD-ROM version of the Site or Your license to any materials You downloaded from Site prior to the Site's removal from the Internet. If You commit a material breach of this Agreement and do not cure such breach within thirty (30) days after MMM delivers written notification to You of such breach, then MMM shall have the right to immediately terminate this Agreement. Upon termination of this Agreement for any reason, You shall immediately return, or, at MMM's discretion, You shall permanently destroy all copies of the Site in Your possession and any related materials (including without limitation any reference manuals and forms) in Your possession or control. Sections 2, 3, 4, 5, 6, 7, 8, 9, 11, 14, and 15 shall remain in full force and effect after termination of this Agreement.
   

10. YOUR PASSWORD. You shall be solely responsible and liable for maintaining the confidentiality, privacy and security of the login identification and password that MMM provides You to access the Site ("Login and Password") and You shall not share Your Login and Password with any third party. Accordingly, You shall be liable for all actions that take place on the Site through the use of the Login and Password until You notify MMM that such information must be changed or discontinued due to unauthorized disclosure or any other breach of Login and Password security (which may include without limitation employee departure). You shall provide immediate written notification of such an event to MMM.
    

11. LINKS TO OTHER SITES. MMM may provide links to other third party Web sites or resources ("Linked Sites") through the Site. You acknowledge and agree that MMM has no control over and is not responsible for the Linked Sites. MMM shall not be responsible or have any liability to You, directly or indirectly, for any damage or loss arising out of or relating to the Linked Sites, including without limitation content, property, goods or services available on the Linked Sites.
    

12. INTERNET ACCESS. To use the Site that is available through the Internet, You must at no cost to MMM: (a) provide for Your own access to the World Wide Web and pay any service fees associated with such access; (b) provide all equipment necessary for You to make such connection to the World Wide Web, including without limitation a computer and modem or broadband Internet connection. To use the Site that is provided on CD-ROM, You must at no cost to MMM provide Your own computer that is capable of operating such a CD-ROM in accordance with system requirements that MMM can provide at Your request.
    

13. MODIFICATIONS. MMM shall have the right but not the obligation to modify this Agreement from time to time. If MMM makes such modifications, MMM shall present such modifications to You prior to Your subsequent Site access. As part of the HIPAAManager™ program, MMM shall have the right to modify, add, or remove portions of the Site. MMM shall also have the right to modify or temporarily discontinue Your access to the Site or parts thereof, with or without notice to You. You acknowledge that MMM shall not have any liability to You or any third-party for any modification to the Site or Your access to (or inability to access) the Site.
    

14. INJUNCTIVE RELIEF. You acknowledge that remedies at law may be inadequate to provide MMM with full compensation in the event of Your material breach of the license or any confidentiality obligations contained herein or infringement of any intellectual property rights of MMM, and that MMM shall therefore be entitled to seek injunctive relief in the event of any such material breach or infringement, in addition to any other remedies at law or in equity that are available to MMM. You agree and stipulate that MMM shall be entitled to such injunctive relief without posting a bond or other security; provided however that if the posting of a bond is a prerequisite to obtaining injunctive relief, then a bond in the amount of $1000 shall be sufficient.
    

15. 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 will submit to the nonexclusive jurisdiction of the federal and state courts in the state of Georgia for all actions that relate in any manner to this Agreement or use of the Site. You hereby consent and submit to the in personam jurisdiction of such courts. You waive any objection based on forum non conveniens and waive any objection to venue of any action instituted hereunder to the extent that an action is brought in the courts identified above. The failure of MMM 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. Should any provision of this Agreement require judicial interpretation, the parties agree that the court interpreting or construing the same shall not apply a presumption that the terms of this Agreement shall be more strictly construed against one party than against another. The section titles in this Agreement are for convenience only and have no legal or contractual effect. MMM shall not have any liability for delays or failure to make the Site available if due to any cause or conditions beyond MMM's reasonable control, including, but not limited to, delays or failures due to acts of God, acts of civil or military authority, fire, flood, strikes, wars, failure of the Internet backbone or utility failures. MMM will perform hereunder as an independent contractor, and in no event shall MMM's employees and/or agents be deemed Your employees and/or agents as a result of this Agreement. You shall not assign, sublicense, or transfer this Agreement, including without limitation by any change of control or ownership, without the prior written consent of MMM. MMM shall have the right to assign and transfer this Agreement to third parties without Your consent. 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 MMM regarding the subject matter hereof, 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 or as set forth in Section 13 (Modifications) above.
    

This site and the information contained herein are intended for educational purposes only and do not, in any way, constitute legal advice. Your use of this page implies that you have read and agreed to the terms of the HIPAA Manager* License Agreement.