Terms of Service

1. Introduction

Thank you for visiting Accountable and, if applicable, signing up for our Service. Please read these Terms of Service and our Privacy Policy carefully, as you must agree to both documents as a condition of being permitted to use our Service.

2. Definitions

Throughout this Agreement, we may use certain words or phrases, and it is important that you understand the meaning of them. The list is not all-encompassing and no definition should be considered binding to the point that it renders this Agreement nonsensical:

"Accountable" refers to our company, known as "Accountable HQ, Inc."; our Site; our Service; or a combination of all or some of the preceding definitions, depending on the context in which the word is used;

"Agreement" means these Terms of Service;

"HIPAA" means the Health Insurance Portability and Accountability Act of 1996, Pub.L. 104“191;

"Service" refers to the services that we provide through our Site, including our HIPAA-compliance online application and our Site itself;

"Site" refers to our website, www.accountablehq.com; app.accountablehq.com

"User" refers to registered and unregistered, and paid and unpaid users of our Service and, without limiting the generality of the foregoing, includes general visitors to our Site;

You refers to you, the person who is entering into this Agreement with Accountable.

3. What Accountable Offers

Accountable is a web-based application offering compliance solutions to organizations covered by and subject to HIPAA. We provide template agreements required for organizations that exchange protected health information, allowing entities to electronically sign and transmit the agreements to one another.

We also provide policies and procedures for organizations, which, along with their executed agreements, are maintained in secure, cloud-based storage. The platform also includes a risk assessment and online training for employees of covered entities.

Accountable's platform is designed to offer HIPAA compliance in a box. Our target audience is any entity subject to the HIPAA regulations.

4. Eligibility

In order to use our Service, you must meet a number of conditions, including but not limited to:

· You must not be in violation of any embargoes, export controls, or other laws of the United States or other countries having jurisdiction over this Agreement, Accountable, and yourself. For example, if the Office of Foreign Assets Control prohibits conducting financial transactions with nationals, residents, or banks of your country, you must not use our Service.

· You must be the minimum age required to enter into a contract in the area in which you reside, and, in any event, must not be less than 18 years of age.

· You and, if applicable, the legal person that you represent, must not be prohibited by court order or otherwise from providing any services for which you intend to use Accountable to facilitate.

· You must, if signing up on behalf of a natural person, be authorized by that natural person to bind it to this Agreement, and you agree that you are binding it and this Agreement in addition to yourself and that both you and it shall be held jointly and severally liable for any breaches hereof.

· You must provide us with personal information, payment information, and other information that we deem necessary to provide you with our Service.

5. Nature of Service

Accountable provides legal documents, but nothing provided or said by us is or should be construed as legal advice. No attorney-client relationship exists between Accountable and its Users, nor does Accountable represent that any of its employees, officers, directors, owners, or others acting on its directions or at its behalf are licensed legal professionals, with the exception that the legal documents provided by Accountable are drafted by lawyers. If a User requires legal advice, the User should consult a licensed attorney. You agree to release Accountable from any liability relating to your use of our Service.

6. Rules of Use

Certain rules of use apply to our Service. You must not:

· Violate the laws of the United States, its states, or any foreign political entity having jurisdiction over this Agreement, whether or not the foreign political entity is a country or a subdivision (such as a state or province) or municipality (such as a city, town, county, or region) of a foreign country.

· Use our Service for the purpose of deceiving others as to whether you comply with HIPAA. For example, you must not implement policies or enter into agreements using our documents and then breach said policies or agreements.

· Hack, crack, phish, SQL inject, or otherwise compromise the security or integrity of the Accountable Site, Service, or its Users computers.

· Do anything else which could bring Accountable into disrepute or violate the rights of any person.

7. Payment, Billing, and Refunds

Users may make payment for our Service by credit card or, in some cases, wire transfer. Terms of payment, billing, refunds, and other related terms not mentioned herein are published on the Site and incorporated into this Agreement by reference. Unless otherwise stated, all prices are listed in United States dollars.

Users pay monthly or annually for our Service on a subscription basis with a minimum of a 12 month commitment. Accountable or its designated third party payment processor will keep a credit card on file to be associated with a User's account, and you hereby authorize Accountable to bill said credit card at intervals and in amounts corresponding to your subscription package. Payment for training will be made as utilized, on a per-occurrence basis. Subscription terms will be auto-renewed and may be cancelled by notifying Accountable prior to the expiration of the subscription term.

Except in cases where software fails and is irremediable, there will be no refunds for monthly payments. Users are responsible for ensuring that the software is compatible with their computer systems.

8. Chargebacks and Credit Card Cancellations

In the event that a User conducts a chargeback against Accountable, Accountable shall be entitled to recover the full amount debited from Accountable as a result of that chargeback, as well as any attorneys fees, collection agency fees, court costs, disbursements, and other expenses incurred in enforcing Accountable's rights under this section.

Where a credit card payment or wire transfer has not been made as required in order to renew a User's subscription, Accountable shall be entitled to terminate that User's Service, and such termination may include the permanent deletion of any of the User's data which is stored with our Service. Accountable will generally, but is not obligated to, notify a User before taking such action.

9. Our Copyright

Accountable's copyright is important for the purpose of distinguishing itself from competitors. You agree not to copy, distribute, display, disseminate, or otherwise reproduce any of the information on the Site, or any legal documents, policy documents, or other materials received through the Service, without receiving our prior written permission. For greater certainty, without restricting the generality of the foregoing, agreements generated by our Service specifically for a User shall be the property of that User.

10. Your Copyright

Accountable must be assured that it has the right to use the content that is uploaded to its Site by its Users. Whenever submitting content to our Site, you agree that you are granting us a non-exclusive, universal, perpetual, irrevocable, sublicensable, commercial and non-commercial right to use, distribute, sell, publish, and otherwise make use of the content that you submit to us, to the extent that such a right is reasonably necessary for the purpose of providing you with our Service or continuity of our Service in the event of the sale, merger or transfer of our business to or with another party. You warrant to us that you have the right to grant us this right over the content, and that you will indemnify us for any loss resulting from a breach of this warranty and defend us against claims regarding the same.

11. Trademarks

Accountable HQ is a trademark used by us, Accountable HQ, Inc., to uniquely identify our Site, Service, and business. You agree not to use this phrase anywhere without our prior written consent. Additionally, you agree not to use our trade dress, or copy the look and feel of our website or its design, without our prior written consent. You agree that this paragraph goes beyond the governing law on intellectual property law, and includes prohibitions on any competition that violates the provisions of this paragraph, including starting your own business which competes directly or indirectly with our trademark.

12. Revocation of Consent

We may revoke our consent for your use of our intellectual property, or any other permission granted to you under this Agreement, at any time. You agree that if we so request, you must take immediate action to remove any usage of our intellectual property that you may have engaged in, even if it would cause a loss to you.

13. Copyright & Trademark Infringement

We take copyright infringement very seriously, and we have registered a Copyright Agent with the United States Copyright Office, which limits our liability under the Digital Millennium Copyright Act. If you believe that your copyright has been infringed, please send us a message which contains:

· The name of the party whose copyright has been infringed, if different from your name.

· The name and description of the work that is being infringed.

· The location on our website of the infringing copy.

· A statement that you have a good faith belief that use of the copyrighted work described above is not authorized by the copyright owner (or by a third party who is legally entitled to do so on behalf of the copyright owner) and is not otherwise permitted by law.

· A statement that you swear, under penalty of perjury, that the information contained in this notification is accurate and that you are the copyright owner or have an exclusive right in law to bring infringement proceedings with respect to its use.

You must sign this notification electronically and send it to our Copyright Agent at info@accountablehq.com.

Although U.S. law does not provide for a similar procedure for trademark infringement, we recommend that you send us similar information to that above in regards to any allegation of trademark infringement, and we will address it as soon as practicable.

14. License Restrictions

AccountableHQ™s software is offered by means of a license. You agree that you are paying for one license to use the software and that said license is non-exclusive, non-sublicensable, and non-transferrable. You agree not to copy, reverse engineer, or otherwise attempt to manipulate our software outside of its intended purpose.

Our license is revocable for any reason without explanation. Where a license is revoked prior to its expiration without cause, you shall be provided with a refund on a pro rata basis for the period of your license subscription which remained. Licenses revoked with cause shall not be refundable in any way. Cause shall include any breach of this Agreement or applicable law.

15. Representations & Warranties

WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE MERCHANTABILITY OF OUR SERVICE OR FITNESS FOR ANY PARTICULAR PURPOSE. YOU AGREE THAT YOU ARE RELEASING US FROM ANY LIABILITY THAT WE MAY OTHERWISE HAVE TO YOU IN RELATION TO OR ARISING FROM THIS AGREEMENT OR OUR SERVICES, FOR REASONS INCLUDING, BUT NOT LIMITED TO, FAILURE OF OUR SERVICE, NEGLIGENCE, OR ANY OTHER TORT. TO THE EXTENT THAT APPLICABLE LAW RESTRICTS THIS RELEASE OF LIABILITY, YOU AGREE THAT WE ARE ONLY LIABLE TO YOU FOR THE MINIMUM AMOUNT OF DAMAGES THAT THE LAW RESTRICTS OUR LIABILITY TO, IF SUCH A MINIMUM EXISTS.

YOU AGREE THAT WE ARE NOT RESPONSIBLE IN ANY WAY FOR DAMAGES CAUSED BY THIRD PARTIES WHO MAY USE OUR SERVICES, INCLUDING BUT NOT LIMITED TO PEOPLE WHO COMMIT INTELLECTUAL PROPERTY INFRINGEMENT, DEFAMATION, TORTIOUS INTERFERENCE WITH ECONOMIC RELATIONS, OR ANY OTHER ACTIONABLE CONDUCT TOWARDS YOU.

WE ARE NOT RESPONSIBLE FOR ANY ACTIONS WHICH MAY BE BROUGHT AGAINST YOU BY THIRD PARTIES AS THE RESULT OF YOUR VIOLATION OF HIPAA OR ANY OTHER LEGISLATION OR COMMON LAW RULE.

WE ARE NOT RESPONSIBLE FOR ANY FAILURE ON THE PART OF A PAYMENT PROCESSOR, INCLUDING YOUR CREDIT CARD COMPANY OR BANK, TO DIRECT PAYMENTS TO THE CORRECT DESTINATION, OR ANY ACTIONS ON THEIR PART IN PLACING A HOLD ON YOUR FUNDS. WE WILL NOT PROVIDE OR CONTINUE TO PROVIDE OUR SERVICE UNLESS ALL PAYMENTS REQUIRED UNDER THE TERMS OF YOUR SUBSCRIPTION HAVE BEEN RECEIVED.

WE ARE NOT LIABLE FOR ANY FAILURE OF THE GOODS OR SERVICES OF OUR COMPANY OR A THIRD PARTY, INCLUDING ANY FAILURES OR DISRUPTIONS, UNTIMELY DELIVERY, SCHEDULED OR UNSCHEDULED, INTENTIONAL OR UNINTENTIONAL, ON OUR WEBSITE WHICH PREVENT ACCESS TO OUR WEBSITE TEMPORARILY OR PERMANENTLY.

THE PROVISION OF OUR SERVICE TO YOU IS CONTINGENT ON YOUR AGREEMENT WITH THIS AND ALL OTHER SECTIONS OF THIS AGREEMENT. NOTHING IN THE PROVISIONS OF THIS “REPRESENTATIONS & WARRANTIES” SECTION SHALL BE CONSTRUED TO LIMIT THE GENERALITY OF THE FIRST PARAGRAPH OF THIS SECTION.

For Jurisdictions that do not allow us to limit our liability: Notwithstanding any provision of these Terms, if your jurisdiction has provisions specific to waiver or liability that conflict with the above then our liability is limited to the smallest extent possible by law. Specifically, in those jurisdictions not allowed, we do not disclaim liability for: (a) death or personal injury caused by its negligence or that of any of its officers, employees or agents; or (b) fraudulent misrepresentation; or (c) any liability which it is not lawful to exclude either now or in the future.

IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE THEN THE FOLLOWING APPLIES. FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED RELEASE.

16. Indemnity

You agree to indemnify and hold us harmless for any claims by you or any third party which may arise from or relate to this Agreement or the provision of our service to you, including any damages caused by your use of our Service. You also agree that you have a duty to defend us against such claims and we may require you to pay for an attorney(s) of our choice in such cases. You agree that this indemnity extends to requiring you to pay for our reasonable attorneys' fees, court costs, and disbursements. In the event of a claim such as one described in this paragraph, we may elect to settle with the party/parties making the claim, and you shall be liable for the damages as though we had proceeded with a trial.

17. Choice of Law

This Agreement shall be governed by the laws in force in the State of Texas. The offer and acceptance of this contract are deemed to have occurred in the State of Texas.

18. Forum of Dispute

You agree that any dispute arising from or relating to this Agreement will be heard solely by a court of competent jurisdiction in the State of Texas. Specifically, where the subject matter of a dispute is eligible for it, you agree that any disputes shall be heard solely within the lowest court of competent jurisdiction in the State of Texas before a Justice of the Peace.

If a dispute claims multiple claims and one or more of those claims would be eligible to be heard by the Justice of the Peace, you agree not to bring the other claims against us and to instead proceed before the Justice of the Peace.

If you would be entitled in a dispute to an amount exceeding the monetary jurisdiction of the court over which the Justice of the Peace has jurisdiction, you agree to waive your right to collect any damages in excess of the monetary jurisdiction and instead still bring your claim before the Justice of the Peace.

You agree that if a dispute is eligible to be heard before a Justice of the Peace but you would be entitled to an additional or alternative remedy in a higher court, such as injunctive relief, you will waive your right to that remedy and still bring the dispute before the Justice of the Peace.

If you bring a dispute in a manner other than in accordance with this section, you agree that we may move to have it dismissed, and that you will be responsible for our reasonable attorneys’ fees, court costs, and disbursements in doing so.

You agree that the unsuccessful party in any dispute arising from or relating to this Agreement will be responsible for the reimbursement of the successful party's reasonable attorneys' fees, court costs, and disbursements.

19. Force Majeure

You agree that we are not responsible to you for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, unavailability of payment processors, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control.

20. Severability

In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it.

If two or more provisions of this Agreement are deemed to conflict with each other's operation, Accountable shall have the sole right to elect which provision remains in force.

21. Non-Waiver

Accountable reserves all rights afforded to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.

22. Termination & Cancellation

We may terminate your access to our Site and Service at our discretion without explanation, though we will strive to provide a timely explanation in most cases. Our liability for refunding you, if you have paid anything to us, will be limited to the amount you paid for goods or services which have not yet been and will not be delivered, except in cases where the termination or cancellation was due to your breach of this Agreement, in which case you agree that we are not required to provide any refund or other compensation whatsoever.

Under no circumstances, including termination or cancellation of our Service to you, will we be liable for any losses related to actions of other Users.

23. Assignment of Rights

You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion.

24. Amendments

We may amend this Agreement from time to time. When we amend this Agreement, we will update this page. You must access this page each time you use our Service, and your continued use of our Service constitutes your acceptance of such changes.

25. California Users and Residents

Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Accountable must be addressed to our agent for notice and sent via certified mail to that agent. For our agent's most current contact information, please send a request to  info@accountablehq.com.

Lastly, California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

26. What is Covered under the Compliance Protection Program

1. Accountable HQ Complete and Enterprise Compliance Program

If during the Plan Term, you submit a valid claim by notifying Accountable HQ, Inc. that the Covered Software and Services did not prevent an event that triggers HIPAA related violations including but not limited to data loss, sanctioned non-compliance penalty or fine, or other related expenses, Accountable HQ, Inc. will reimburse the costs associated with remediating the event (“Recovery Services”) up the limit purchased.

2. What is Not Covered?

2.1 Recovery Services Exclusions

Accountable HQ, Inc. may restrict the Recovery Services to the country where the Covered Plan was originally purchased.

Accountable HQ, Inc. will not provide Recovery Services in any one or more of the following conditions have not been met:

1. Customer must be an active subscriber to either the Complete Plan or Enterprise Plan;
2. Customer must have completed all elements within the Accountable software and risk assessment within the 12 months span prior to a breach or audit by HHS/OCR:

1. including the required annual risk assessment;
2. documentation of risks;
3. addressing risks identified during assessment prior to incident and claim; and
4. maintenance of the network and security controls approved by Accountable HQ inclusive of a consistent schedule of patch cycles.

1. Assignment of a privacy officer within the Subscriber's company who is responsible for HIPAA related matters prior to incident and claim;
2. Adoption and adherence to all privacy and security policies provided by Accountable and any other policies adopted by Subscriber related to HIPAA prior to incident and claim;
3. All employees within Subscriber's company have completed the provided HIPAA training within the past 12 months and prior to incident and claim;
4. PHI Inventory has been fully completed and accounted for prior to incident and claim; and
5. Business Associate Agreements have been signed and executed within Accountable or uploaded to Accountable with any vendors, subcontractors, or other partners that require a BAA prior to incident and claim.

Last Modified: August 30, 2022

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