CAL HIPAA Organizational Web Site Access License Agreement 1. For the purposes of the terms and conditions within this CAL HIPAA Organizational Web Site Access License Agreement, "You", "you", User", "Users", "user", "users", "Subscriber", "Subscribers", "subscriber" and "subscribers" will include the user's company, its practitioners, officers, employees, members, agents, representatives, successors and assigns. 2. Nature of Service. CAL HIPAA is a web-based HIPAA educational resource company for health care providers within the United States. We provide interpretations of the Health Insurance Portability and Accountability Act (HIPAA) and other HIPAA informational resources including news, strategies, rules & regulations, tutorials, FAQs, implementation guidelines, tests, and other various related materials. CAL HIPAA also offers HIPAA compliance, implementation and training seminars and workshops, both "LIVE" and on CDs and other multi-media formats. Additional data and information is provided by independent information providers ("IIP's") and independent product providers ("IPP's") and their information and/or products or claims are not evaluated or audited by CAL HIPAA. 3. No Recommendations or Legal Advice. CAL HIPAA is not a referral service and does not recommend or endorse any particular IIP's or IPP's. Rather, CAL HIPAA is only an intermediary that provides selected information about IIP's and IPP's. We do not offer advice regarding the quality or suitability of any particular IIP information or IPP product, and no information on this Site should be construed as legal advice. All information consists of statements of opinion and not statements of fact or recommendations to utilize the services of any specific IIP or IPP. You should obtain any additional information necessary to make an informed decision prior to utilizing any specific IIP or IPP. You agree to assume all responsibility in connection with the accuracy and/or timeliness of all information provided and the choosing any IIP or IPP whether or not you obtained information about such IIP or IPP on or through this Site. We assume no responsibility or liability for any advice, products or other services rendered by any IIP and IPP, or for any legal claims and other claims that may arise directly or indirectly from any such advice, product or other services. 4. Proprietary Rights. Copyright © 2001/2002/2003/2004/2005 CAL HIPAA. All Rights Reserved. All of the content, including the graphical displays of this Site, and all Site Materials are the property of CAL HIPAA or our licensors, suppliers or affiliates, IIP's or IPP's. All content and databases are owned by CAL HIPAA. The Site Materials and the Databases are protected by law, including, but not limited to, United States and international copyright law and trademark law, as well as other state, federal, and international laws and regulations. CAL HIPAA owns a copyright in this Site as a collective work and/or compilation, and in the selection, coordination, arrangement, and enhancement of the Site Materials. CAL HIPAA does not claim any rights in unaltered government data. Other names and logos contained in this Site or in the Site Materials are trademarks and service marks of third parties and may not be used without the permission of the trademark or service mark owner. Except as provided in this Web Site Access License Agreement, we do not grant you any rights under any copyrights or trademarks. Accordingly, unauthorized use or reproduction of any Site Materials may violate copyright laws, trademark laws, laws pertaining to privacy and publicity rights, or other laws or regulations. Please be aware that we actively and aggressively enforce our intellectual property rights to the fullest extent of the law. 5. Forums and Discussion Areas. CAL HIPAA will not review postings made in any forums and discussion groups we may host, or other posting areas. Accordingly, we do not make any representations, nor do we endorse the accuracy, completeness, timeliness, or reliability of any advice, opinion, statement or other information available through www.calhipaa.com. We do not guarantee that such material has been posted with the permission of the copyright or the proprietary owner. You may rely on such materials solely at your own risk. We are not responsible for materials contained in postings, but we do reserve the right to remove or modify such materials at our sole discretion for any reason. Posting Rules: Responsibility for what is posted in the forums and discussion groups, and other public posting areas on www.calhipaa.com lies with each user. You alone are responsible for the material you post. By using www.calhipaa.com you agree to abide by the following rules when posting material and content: (1) When posting public notices to other users, you agree that you are solely responsible for any statements that are posted using your account. Use of your real name is optional, but do not impersonate someone else. (2) You will not post or upload any material or links to material (including, but not limited to text, content, photos, video, animation, graphics, audio, or software) that is libelous, harassing, disruptive or a violation of applicable law or that would constitute grounds for civil liability. (3) Your postings in a particular discussion area will be reasonably germane to that topic. (4) You will not post advertisements, chain letters, charity requests, petitions for signatures, or any solicitation of other users. (5) You will only post materials for which you have obtained appropriate copyright or other permission to upload and to permit downloading by other users for personal, noncommercial use. (6) You will not violate, plagiarize, or infringe on the rights of third parties, including, copyright, trademark, trade secret, privacy, personal, publicity, or proprietary rights. (7) You acknowledge that any materials you upload will be considered to be in the public domain. Information on the privacy practices of www.calhipaa.com can be found in our privacy policy. Questionable Materials: If you encounter questionable materials on www.calhipaa.com, please contact us at calhipaainfo@calhipaa.com. Although CAL HIPAA cannot monitor all the postings in the forums and discussion groups, and other public areas, we reserve the right (but assume no obligation) to delete, move, or edit any postings that come to our attention that we consider unacceptable or inappropriate, whether for legal or other reasons. We will not, in the ordinary course of business, review private electronic messages that are not addressed to www.calhipaa.com. However, we will comply with the requirements of the law regarding disclosure of such messages to others, including law enforcement agencies. CAL HIPAA expressly reserves the right to remove or ban any user for inappropriate conduct. If your registration or account is terminated, you may not engage in user activities in www.calhipaa.com, in any manner for any reason, without the express and written consent of a CAL HIPAA administrator. If you assist in enabling a terminated user to access www.calhipaa.com through your registration or account, your registration or account will be revoked. 6. Username & Password Maintenance & Responsibility. To access this web site and site materials available on or through certain areas of this site, users must choose a Username and Password. By registering your organization's account, you represent, warrant and covenant that: (i) you, and all of your organizarion's workforce members using this web site, are at least 18 years of age; (ii) you, and all of your organizarion's workforce members using this web site, are using your actual identity; (iii) you, and all of your organizarion's workforce members using this web site, have provided only true, accurate, current and complete information during the registration process; and (iv) you will maintain and promptly update the information that you provide to keep it true, accurate, current and complete. By logging onto this Site using any Username and Password, you and all other members of your workforce who use this web site represent, warrant and covenant that you and they are authorized to use such Username and Password and to engage in the activities that you conduct thereunder. You, and all of your organizarion's workforce members using this web site, agree to be responsible for the confidentiality and use of your Username and Password, as well as for any activities conducted on or through this Site using that Username and Password. If you, and any of your organizarion's workforce members using this web site, become aware of any loss, theft or unauthorized use of Usernames and Passwords, you are required to notifiy us immediately. We reserve the right to delete or change any password at any time and for any reason. Information on the restricted portions of our web site is designed for the exclusive use of our organizational subscribers and their workforce members. You, and all of your organizarion's workforce members using this web site, are prohibited from sharing or distributing their Username and Password with anyone. You agree that in the event you, or any of your organizarion's workforce members using this web site, share Usernames and/or Passwords with anyone other than authorized workforce members your account will be immediately terminated. Violation of the above provisions would result in damages in an amount difficult to ascertain, and subscriber agrees that a charge of $50,000 for each violation of the above provisions represents a fair and reasonable estimate of those damages. Without limiting the foregoing, you also agree that you will not, directly or indirectly, use the information or databases (i) to compile mailing lists for commercial purposes; (ii) to establish independent data files or compendiums of statistical information; or (iii) in violation of any applicable laws or regulations, without our prior written authorization. To detect and deter the misuse of our web site by the sharing of passwords with other than authorized workforce members, we monitor the use of our web site by our subscribers. We reserve the right to immediately de-activate or delete or terminate any registered subscriber, without warning or notice, who is believed to be sharing or distributing Usernames and Passwords in any unauthorized manner. 7. Document Disclaimer Our Web site contains numerous documents in the form of policies, procedures, consents, authorizations, agreements, contracts and others. Your use of all documents provided by CAL HIPAA (collectively, "Documents") or any of the content within the Documents, will be governed by the following terms and conditions: All Documents contained on this web site and the information contained in them are intended to assist individuals and organizations in understanding and complying with the Federal HIPAA Privacy and/or Security Rules. They are intended to provide initial guidance in developing documents necessary to achieve HIPAA compliance. Users of the Documents should tailor the information contained in it as necessary to complete and institutionalize their own operational policies and procedures as they apply to their individual organizational operations. The Documents and the information contained in them do not constitute legal advice. They are also not a substitute for legal or other professional advice and must not be construed as such. The Documents and the information contained in them do not constitute HIPAA compliance. The Documents and the information contained in them are for the sole use of the licensed user, and the license holder's single organization. They can not be sold, or sub-licensed or distributed outside the user's single organization. Use of the Documents and the information in them is conditioned upon the user's continued compliance with this Organizational Web Site Access License Agreement. Users of the Documents are solely responsible for the accuracy and appropriateness of all content contained in them. Users must consult with their own legal counsel for advice regarding the application of the law and the Documents as they apply to the HIPAA regulations and the decisions necessary to achieve HIPAA compliance. The Documents should undergo review and approval by the user's organization's legal counsel prior to being instituted. 8. Term and Termination. This Web Site Access License Agreement will take effect at the time you click "I Have Read The Agreement and I Agree With It and I want To Continue" during the registration process. We reserve the right, at any time and for any reason, without notice to you, (i) to deny you access to this Site, any Site Materials, or any portion thereof; (ii) to change, remove or discontinue any of the Site Materials or services available on or through this Site; or (iii) to terminate this Web Site Access License Agreement. 9. Our Privacy Policy. We consider the protection of our users' personal data to be important. Therefore, we have adopted a Privacy Policy outlining our personal data collection and use practices. Please refer to it for details about how we collect and use personal information from users of this Site. Any changes to the Privacy Policy will be posted on this Site, and you should periodically consult this Site to stay apprised of any such changes. 10. Links to Other Sites. This Site may contain links to other sites on the World Wide Web including IIP's and IPP's. These other sites have not been reviewed by us and are maintained by third parties over which we exercise no control. Accordingly, we expressly disclaim any responsibility for the content of these other sites and for the availability, accuracy, reliability, completeness, currency, quality, performance or suitability of the information, products and services available or advertised on or through these other sites. Moreover, these links do not imply, directly or indirectly, our endorsement of or affiliation with any other site or site owner, or any information, products or services provided by any third party. When leaving this Site, you should be aware that our terms and policies may no longer govern, and, therefore, you should review the applicable terms and policies of each linked site. 11. Advertisers on this Site. We, in our sole discretion, may post the advertisements of third parties on this Site. Your correspondence or dealings with advertisers found on this Site are solely between you and the advertisers. You agree that we will not be responsible for any loss or damage of any sort incurred as a result of any such dealings or as a result of the presence of advertisements of third parties on this Site. Moreover, we will not be responsible or liable for the statements or conduct of any advertisers or other third parties on this Site. 12. Third Party Content. Some of the Site Materials, including, but not limited to, Federal and State regulations, health care information, product reviews, news, data, research, analysis and opinions, are provided by IIPs and IPPs. As a general matter, we believe that the IIPs and IPPs obtain such information, materials and other content from sources that they deem to be reliable. However, we make no representations with respect to, nor do we guarantee or endorse the availability, accuracy, reliability, completeness, currency, quality, performance, suitability, or correct sequencing of any information, materials or other content provided by any of the IIPs and IPPs. We do not endorse, oppose or edit any opinion or analysis expressed by any of the IIPs and IPPs. We assume no responsibility or liability for any information, materials or other content provided by any of the IIPs and IPPs. 13. Permission to Use Your Submissions. Any and all suggestions, feedback, ideas, concepts, comments, illustrations and other materials that you disclose or offer to us on or in connection with this Site or any Site Materials ("Submissions") are submitted without any restrictions or expectation of confidentiality. You agree that we will exclusively own, and you hereby assign to us without compensation or further obligation, all rights now known or hereafter existing to the Submissions of every kind and nature throughout the universe. You further agree that we will be entitled to unrestricted use of the Submissions for any purpose whatsoever, commercial or otherwise, without compensation to you, including the right to use, reproduce, modify, adapt, publish, transmit, publicly perform or display, translate, create derivative works from, or otherwise communicate to the public the Submissions on this Site or elsewhere. You will not assert any proprietary right or moral right of any kind with respect to any Submissions. 14. Use of this Site, the Site Materials and the Databases. We grant you a personal, revocable, non-exclusive, non-transferable license for 1000 employees within your organization to access and view and use this Site and the Site Materials solely for their use and not for resale or distribution to anyone else, conditioned on your continued compliance with this Organizational Web Site Access License Agreement. Other than materials specifically designated as "downloads", you agree not to copy, reproduce, modify, adapt, translate, distribute, transmit, download, upload, post, sell, rent, license, transfer, mirror, frame, create derivative works of, reverse engineer, decompile or disassemble any aspect of this Site or any Site Materials, including all text or content, in whole or in part, in any form or by any means, without our prior written permission. Except as expressly permitted by us in writing, you agree that you and your workforce members will not, directly or indirectly, use any of the databases or copyrighted content or for any purposes other than for organizational evaluation and use. Violation of the above provisions would result in damages in an amount difficult to ascertain, and subscriber agrees that a charge of $50,000 for each violation of the above provisions represents a fair and reasonable estimate of those damages. Without limiting the foregoing, you also agree that you will not, directly or indirectly, use the information or databases (i) to compile mailing lists for commercial purposes; (ii) to establish independent data files or compendiums of statistical information; or (iii) in violation of any applicable laws or regulations, without our prior written authorization. 15. Confidentiality on the Internet. Use of the Internet is solely at your own risk and is subject to all applicable local, state, federal, and international laws and regulations. While we have endeavored to create a secure and reliable site, please be advised that the confidentiality of any communication or material transmitted to us over the Internet cannot be guaranteed. Consequently, neither we nor our affiliates are responsible for the security of any information transmitted via the Internet, the accuracy of the information contained on this Site, or for the consequences of any reliance on such information. You must make your own determination as to these matters. For more private and personalized attention, you may contact us at: calhipaainfo@calhipaa.com 16. Site Monitoring. We reserve the right to view, monitor and record activity on this Site without notice or permission from you. We may disclose any records, electronic communications, information, materials or other content of any kind (i) if we believe in good faith that the law or legal process requires it; (ii) if such disclosure is necessary or appropriate to operate this Site; or (iii) to protect our rights or property or the rights or property of our users and business partners. However, we are not responsible for screening, policing, editing or monitoring this Site. We are committed to complying with copyright and related laws, and expect all users of this Site to comply with such laws as well. Using this Site to transmit any content or to engage in any activity that infringes any copyright or any other right of a third party violates this Web Site Access License Agreement. You represent and warrant to CAL HIPAA that you own, or are otherwise lawfully authorized to use, any information, materials or other content that you transmit to or through this Site, and that the use of the same does not violate copyright or related laws and will not cause injury to any person or entity. 17. Events Beyond Our Control. You absolve and release us and our affiliates from any claim of harm resulting from any cause(s) over which we or they do not have direct control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses or other damaging code or data, unauthorized access, theft, operator errors, severe weather, earthquakes, natural disasters, strikes or other labor problems, wars, or governmental restrictions. 18. Disclaimers. THIS SITE AND THE SITE MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND ARE INTENDED FOR INFORMATIONAL PURPOSES ONLY. WHILE WE ENDEAVOR TO PROVIDE THE MOST ACCURATE, UP TO DATE INFORMATION AVAILABLE, THE SITE MATERIALS AND DATABASES MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND MAY BE CHANGED OR UPDATED WITHOUT NOTICE. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO: (I) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, QUALITY, PERFORMANCE OR SUITABILITY OF THIS SITE, THE SITE MATERIALS, OR ANY PRODUCTS, SERVICES OR RESULTS OBTAINED ON OR THROUGH THIS SITE; AND (II) ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, THAT USE OF THIS SITE OR ANY SITE MATERIALS WILL RESULT IN YOUR BECOMING HIPAA COMPLIANT. WE DO NOT REPRESENT OR WARRANT THAT THIS SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT DEFECTS AND/OR INACCURICIES, IF ANY, WILL BE CORRECTED. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE AND THE SITE MATERIALS IS ENTIRELY AT YOUR OWN RISK. FURTHER, WE EXPRESSLY DISCLAIM ANY AND ALL RESPONSIBILITY AND LIABILITY WITH RESPECT TO SEPARATE AGREEMENTS YOU MAY MAKE WITH IIPs and IPPs OR WITH ANY THIRD PARTIES WHO OFFER ADVICE, PRODUCTS OR SERVICES ON OR THROUGH THIS SITE, AND YOU AGREE TO LOOK SOLELY TO PROVIDERS AND THIRD PARTIES WITH RESPECT TO ANY AND ALL CLAIMS ARISING OUT OF SUCH AGREEMENTS AND/OR SUCH PRODUCTS OR SERVICES. 19. Limitations of Liability. NEITHER CAL HIPAA NOR OUR AFFILIATES OR AGENTS WILL BE LIABLE FOR ANY DAMAGES RESULTING FROM YOUR USE OF, OR RELIANCE UPON, THIS SITE, ANY SITE MATERIALS, OR ANY PRODUCTS OR SERVICES OBTAINED ON OR THROUGH THIS SITE. IN THE EVENT OF ANY PROBLEM WITH THIS SITE, ANY SITE MATERIALS, OR ANY PRODUCTS OR SERVICES OBTAINED ON OR THROUGH THIS SITE, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING SUCH ITEM(S). UNDER NO CIRCUMSTANCES WILL WE OR OUR AFFILIATES AND AGENTS, OR ANY OF OUR OR THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, PROPRIETORS, PARTNERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SERVANTS, ATTORNEYS, PREDECESSORS, SUCCESSORS OR ASSIGNS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS AND DAMAGES THAT RESULT FROM INCONVENIENCE, DELAY, OR LOSS OF USE) ARISING OUT OF USE OF THIS SITE, ANY SITE MATERIALS, ARRANGEMENTS MADE BASED ON INFORMATION OBTAINED ON OR THROUGH THIS SITE, OR PRODUCTS OR SERVICES OBTAINED ON OR THROUGH THIS SITE, EVEN IF WE OR THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, this limitation may not apply to you. 20. Indemnity. You agree to defend, indemnify, and hold harmless CAL HIPAA and our affiliates, and our and their respective directors, officers, shareholders, proprietors, partners, employees, agents, representatives, servants, attorneys, predecessors, successors and assigns, from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including reasonable attorneys' fees and litigation expenses), relating to or arising from (i) your use of this Site, any Site Materials, or any products or services obtained on or through this Site, (ii) any arrangements you make based on information obtained on or through this Site, or (iii) any breach by you of this Web Site Access License Agreement. 21. Governing Law. This Web Site Access License Agreement is made in, and will be construed and enforced in accordance with, California State law (without regard to its provisions governing conflicts of law), as applied to agreements entered into and completely performed in California. Any action to enforce this Web Site Access License Agreement will be brought in the federal or state courts presiding in California, U.S.A., and both parties expressly agree to be subject to the jurisdiction of such courts. This Site is controlled and operated by CAL HIPAA from its offices within the United States. We make no representation that this Site or the Site Materials are appropriate or available for use outside of the United States, and access to this Site or the Site Materials from territories where their contents are illegal is prohibited. Those who choose to access this Site or the Site Materials from locations outside of the United States do so of their own volition and are responsible for compliance with applicable local laws. 22. Electronic Execution. Execution of this Agreement shall occur and may be evidenced by transmission of your electronic assent to its terms through your clicking the "I Have Read The Agreement and I Agree With It and I want To Continue" button. The party executing this Agreement hereby warrants that he or she is either the individual entering into this Agreement or is the authorized officer or principal of the party being granted access to this site. A copy of this agreement will be sent to you by e-mail upon completion of your registration.