End User License Agreement (EULA)

Between The HIPAA Journal and the Purchasing Organization

1. Parties and Purpose

This End User License Agreement (“Agreement” or “EULA”) is entered into by and between The HIPAA Journal, having its registered and mailing address at Unit #292, 110 North Akard Street, Dallas, Texas 75201, USA (“Licensor” or “The HIPAA Journal”), and the purchasing organization identified in the corresponding Subscription Purchase Agreement (“Licensee”).

This Agreement governs the Licensee’s and its Authorized Users’ access to and use of The HIPAA Journal’s online training programs and associated content (the “Training Services”).

2. Nature of Agreement and Jurisdiction

2.1 This is an annual subscription license agreement granting the Licensee limited rights to use The HIPAA Journal’s online training platform and content for internal employee training purposes.
2.2 The subscription agreement for the Training Services is with The HIPAA Journal.
2.3 This Agreement and all related disputes shall be governed by and construed in accordance with the laws of Ireland, and the parties agree to submit to the exclusive jurisdiction of the courts of Ireland.

3. License Grant

3.1 Grant of License: Subject to the terms of this Agreement and the Subscription Purchase Agreement, The HIPAA Journal hereby grants to the Licensee a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Training Services for the duration of the Subscription Term.
3.2 Authorized Users: The Licensee may allow only its employees, agents, or contractors (“Authorized Users”) to access the Training Services for the purpose of completing required training.
3.3 Scope of License: The Training Services and materials may be used solely for the Licensee’s internal training purposes and may not be copied, distributed, or resold.

4. Access and Configuration

4.1 Each Licensee will receive a dedicated URL through which Authorized Users may log in to the Training Services.
4.2 Multiple Locations: The HIPAA Journal can accommodate organizations with multiple locations and managers, providing separate training instances or administrative access for each location upon request.
4.3 Group-Specific Training: The HIPAA Journal can accommodate distinct training requirements for different groups of staff (e.g., students, part-time staff, or administrators).
4.4 Customized Module Scope: The scope of the training, including the range of modules provided, can be customized to the Licensee’s operational or compliance requirements.
4.5 All configuration or customization requests should be directed to The HIPAA Journal Training Support.

5. Updates and Regulatory Compliance

5.1 The HIPAA Journal may, in its sole discretion, update training content from time to time during the Subscription Term; however, The HIPAA Journal has no obligation to do so and makes no representation or warranty that any content will reflect the most current laws, regulations, guidance, or enforcement priorities. The training may not include all amendments or jurisdiction-specific requirements and may be updated after changes occur, if at all. You are solely responsible for monitoring regulatory developments, obtaining independent professional advice, and ensuring your own compliance. To the fullest extent permitted by law, The HIPAA Journal disclaims all liability arising from any failure to update, delay in updating, or reliance on any training content. Nothing in this clause limits liability that cannot be limited under applicable law.

6. Ownership and Intellectual Property

6.1 All intellectual property rights in and to the Training Services, including software, course content, design, text, graphics, and trademarks, are and shall remain the exclusive property of The HIPAA Journal.
6.2 No ownership rights are transferred under this Agreement. The Licensee is granted only the limited rights expressly stated herein.
6.3 The Licensee shall not, and shall not permit any Authorized User to:

• Copy, reproduce, or distribute the Training Services or related content;
• Modify, adapt, translate, reverse engineer, or create derivative works; or
• Remove or alter any copyright or proprietary notices.

7. Data Protection and Privacy

7.1 The HIPAA Journal shall process all personal data collected under this Agreement in accordance with applicable data protection laws, including the General Data Protection Regulation (GDPR).
7.2 The HIPAA Journal does not store payment card information in any system.
7.3 Licensee acknowledges that personal data of its Authorized Users (e.g., name, email, training progress) may be processed solely for the purpose of delivering the Training Services, verifying completion, and issuing certifications.

8. Fees and Subscription Term

8.1 The Licensee’s right to use the Training Services is contingent upon full payment of the subscription fees as set forth in the Subscription Purchase Agreement.
8.2 The license shall remain in effect for the twelve (12) month subscription term specified in the purchase documentation, unless terminated earlier in accordance with this Agreement.
8.3 There is no automatic renewal; renewal shall occur only upon mutual agreement and payment of the applicable renewal fee.

9. Termination

9.1 This Agreement shall automatically terminate upon expiration of the Subscription Term or upon termination of the Subscription Purchase Agreement.
9.2 Either party may terminate this Agreement for material breach, provided written notice is given and the breach is not cured within thirty (30) days.
9.3 Upon termination or expiration, the Licensee and all Authorized Users shall immediately cease all access to and use of the Training Services.

10. Disclaimers; Exclusions; Limitation of Liability

10.1 No Warranties.
The Training Services and all related content, materials, and features (collectively, “Training Services”) are provided on an “as is” and “as available” basis, with all faults. To the fullest extent permitted by law, The HIPAA Journal and its affiliates, licensors, and service providers disclaim all representations, warranties, and conditions—express, implied, statutory, or otherwise—including without limitation warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, timeliness, reliability, availability, security, and any warranties arising out of course of dealing or usage of trade. The Training Services are for general informational/educational purposes only and do not constitute legal, regulatory, compliance, medical, or other professional advice, and no attorney–client, consultant–client, or clinician–patient relationship is created.

10.2 No Guarantees of Performance or Availability.
The HIPAA Journal does not warrant that the Training Services will be uninterrupted, error-free, secure, free of viruses or other harmful components, or that they will meet any particular objectives, outcomes, certifications, audit results, or compliance requirements. The HIPAA Journal may modify, suspend, or discontinue any part of the Training Services at any time without notice. The HIPAA Journal is not responsible for delays, failures, or losses attributable to the internet, third-party platforms, hosting providers, telecommunications, force majeure events, or your systems, data, or credentials.

10.3 Exclusions of Certain Damages.
To the fullest extent permitted by law, The HIPAA Journal shall not be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages of any kind, nor for any loss of profits, revenues, savings, business, goodwill, reputation, opportunity, or data, business interruption, cost of cover/substitute services, regulatory penalties or fines, or decisions or actions taken or not taken in reliance on the Training Services, in each case whether based in contract, tort (including negligence), strict liability, or any other legal theory, even if advised of the possibility of such damages.

10.4 Overall Liability Cap; Aggregation.
To the fullest extent permitted by law, the total cumulative liability of The HIPAA Journal arising out of or related to the Agreement and/or the Training Services shall not exceed the lesser of: (a) the fees actually paid by Licensee to The HIPAA Journal for the Training Services in the twelve (12) months immediately preceding the event giving rise to the claim; or (b) USD $100. Multiple claims or theories of liability shall not enlarge this cap. The limitations in this Section 10 apply collectively to The HIPAA Journal and its affiliates, licensors, service providers, and their respective directors, officers, employees, and agents.

10.5 Allocation of Risk; Exclusive Remedy.
The parties acknowledge that the disclaimers, exclusions, and limitations in this Section 10 are an essential basis of the bargain and apply even if any remedy fails of its essential purpose. Licensee’s exclusive remedy for any dispute relating to the Training Services is the refund (if any) limited by Section 10.4.

10.6 Time Limit to Bring Claims.
Any claim, action, or proceeding arising out of or relating to the Agreement or the Training Services must be filed within twelve (12) months of the date the claimant knew or reasonably should have known of the facts giving rise to such claim; otherwise, it is permanently barred.

10.7 Non-Excludable Liability.
Nothing in this Section 10 excludes or limits liability that cannot be excluded or limited under applicable law (e.g., liability for fraud or fraudulent misrepresentation). All other liability is excluded or limited as set out above.

11. Indemnification

The Licensee agrees to indemnify and hold harmless The HIPAA Journal from any claims, damages, or losses arising out of the Licensee’s or its Authorized Users’ misuse of the Training Services or violation of this Agreement.

12. Miscellaneous

12.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Ireland.
12.2 Notices: All notices shall be in writing and sent to the addresses of the parties listed above or to such other address as a party may designate in writing.
12.3 Entire Agreement: This Agreement, together with the Subscription Purchase Agreement, constitutes the entire understanding between the parties regarding the Training Services and supersedes any prior agreements or understandings.
12.4 Amendments: The HIPAA Journal reserves the right to update or amend this Agreement, provided that any material changes will be communicated to the Licensee in advance.