Thank you for your interest in our HIPAA Check™ product.  Please note that access to HIPAA Check™ is strictly limited to authorized licensees that have agreed to the terms of this License and Service Agreement (“Agreement”) including payment of all required fees.  All other use, copying, and distribution of this product are prohibited.   Unauthorized use, copying, and/or distribution of this product may result in civil and/or criminal liability.

By clicking the ACCEPT button on our website (“Site”), signing and transmitting to US a digital, facsimile or paper (“hard copy”) copy of this Agreement, or sending us a written communication (including email) after reviewing the terms of this Agreement, you, either representing yourself individually or acting on behalf of a company or other legal organization in good standing that you have the power to legally bind and that you have identified to us on our Site (“You”, or “Your”) agree to enter into a binding legal contract with SunHawk Consulting, LLC, an Indiana limited liability company (“SunHawk”, “We”, or “Us”)[1] including the following terms and conditions.  Your continued use of the HIPAA Check™ tool after download or receipt of it, including any Updates you purchase, reflects Your ongoing acceptance of the terms and conditions of this Agreement.

1. License.
   1. License Grant, Ownership of Intellectual Property, and License Conditions.  Subject to Your acceptance of and compliance with the terms and conditions of this Agreement, We grant You a non-exclusive, non-transferrable, non-sublicensable license to use HIPAA Check™ solely for internal business purposes.  If You have purchased a license to one or more Updates this license will extend to the new material and content included in such Update(s).  You acknowledge and agree that SunHawk owns HIPAA Check™ and the intellectual property embodied in and associated with HIPAA Check™ and any Updates You have licensed from Us including all copyrights in copyrightable aspects of HIPAA Check™, all trademarks associated with HIPAA Check™[2], and the trade secret algorithms that power HIPAA Check™.  Except as specifically stated in this Agreement no other licenses or rights are granted.  You further hereby agree that any information we collect concerning You relating to Your licensing of HIPAA Check™ (including any Updates) or this Agreement is governed by the terms and conditions of our Privacy Policy.[3][A1] 
   2. Restrictions.  You further agree not to: (i) use HIPAA Check™  for the benefit of any third parties or permit third parties to access your copy of HIPAA Check™; (ii) directly or indirectly sublicense, assign, transfer, sell, rent, lend, lease, or otherwise provide HIPAA Check™  or any portion thereof, including without limitation, any documentation or output associated with HIPAA Check™ to any third party; or (iii) remove, modify, or obscure any copyright, trademark, or other proprietary rights notices that are contained in, on, or in association with       HIPAA Check™.
      
2. Fees and Related Matters
   1. Basic Fee.  Payment of $3000.00 (the “License Fee”), is required prior to download or receipt of HIPAA Check™ (“Basic Fee”).  This Basic Fee provides You with a license to use of one (1) electronic copy of HIPAA Check™ and entitlement to our First Year Services (described below)[4].   
   2. Updates and Update Fees.  Because HIPAA compliance is a dynamic field We offer You the ability to purchase regular (typically annual) updates/upgrades to HIPAA Check™ and associated licenses and services (“Updates”).  Each Update will include new and revised content protected by SunHawk intellectual property rights (including, e.g., our HIPAA Regulatory Summary Report of Findings and changes throughout the industry and updates to the HIPAA Check™ tool and/or instructions on changes to apply to the HIPAA Check™ tool) covered by each purchased Update License and each Update also comes with access to our Update Services (described below).  Updates are not included in the license granted by payment of the Basic Fee.  Access to Updates (including associated license and Update Services) requires payments of one or more Update Fees.  Update Fees vary with the time and condition of license/service purchase.  You can obtain advanced access to updates by selecting that option when purchasing a license to HIPAA Check™ on our Site or by written communication to Us (the advance subscription/license fee for Updates is $600.00 for one year, $1,050.00 for three years, and $1,500.00 for five years[A2] ).  Advanced purchase of Updates will cover all Updates issued in the applicable year(s) (regardless of whether two or more Updates are released that year).  Updates will also be available for purchase as they become available for download.  You can monitor our Site for Updates or conveniently sign up for our mailing list to be informed of Updates as they are generated.
   3. Taxes.  Other than taxes We pay on Basic and Update Fees, You are solely responsible for the payment of any taxes associated with your purchase of licenses/services under this Agreement and use of HIPAA Check™.
      
3. Services
   1. First Year Services.  Payment of the Basic Fee includes a total of two hours of expert regulatory HIPAA advice and/or professional software support.  Additional regulatory consultation and software support services are also available for purchase.  We often provide discounts of 5%-15% off these services for HIPAA Check™ customers.  Contact us to discuss pricing and other terms.
   2. Update Services.  Payment of Update Fees also includes and entitles You to an additional two hours of professional consulting and/or software support services which You may use at any time during the period of the applicable Update License
      
4. Term; Termination
   1. Term.  The term of any license granted under this Agreement will continue for the length of any and all copyrights that cover the materials and content that is the subject of the license.
   2. Termination.  If we reasonably believe that You have breached the terms of this Agreement we may terminate this Agreement upon notice to You, which may be provided by email or other written communication to any email, phone, or physical address you provide to Us.
      
5. Responsibility, Guarantee, Disclaimers, and Limitations
   1. Your Responsibilities.  HIPAA CHECK™ IS INTENDED ONLY AS AN INFORMATIVE TOOL TO ASSIST IN MONITORING COMPLIANCE WITH HIPAA PROTOCOLS AND IT DOES NOT REPRESENT SPECIFIC LEGAL COUNSEL.  Laws such as HIPAA/HITECH require a comprehensive and cybersecurity and data protection program.  You acknowledge and agree that You are responsible for Your compliance with ANY AND ALL DATA PRIVACY AND PROTECTION LAWS, including, without limitation, the Health Insurance Portability and Accountability Act (“HIPAA”), the Health Information Technology for Economic and Clinical Act (“hitech”), or the regulations promulgated under hipaa and/or hitech.  YOU FURTHER ACKOWLEDGE AND AGREE THAT NEITHER SUNHAWK NOR ANY EMPLOYEE, DIRECTOR, OR AGENT OF SUNHAWK IS OR HAS HELD ITSELF, HIMSELF, OR HERSELF OUT AS YOUR ATTORNEY OR A SUBSTITUTE FOR YOUR ATTORNEY AND THAT THE SERVICES AND INFORMATION PROVIDED IN CONNECTION WITH THIS AGREEMENT ARE NOT INTENDED TO SUBSTITUTE FOR LEGAL COUNSEL. 
      
6. Our Guarantee.  We stand behind the quality of HIPAA Check™.  As such, We provide a money back guarantee on all license purchases where refund is sought within ten (10) days of acceptance of download and acceptance of these terms through our Site or within thirty (30) days of transmission (where this Agreement is signed in writing).
   
   
7. Disclaimer of Warranties.  Other than as expressly provided in this Agreement, SunHawk provides no warranty and makes no representation concerning HIPAA Check™ or any aspect of HIPAA Check™ or any other services or products provided to You in connection with this Agreement.  To the maximum extent permitted under applicable law, WE HEREBY DISCLAIM ANY IMPLIED WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE.
   
   
8. Limitation of Liability. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE SHALL NOT BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND OUR LIABILITY TO THE YOU UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY YOU TO US IN CONNECTION WITH THIS AGREEMENT OR ANY AGREEMENT RELATING TO ANY UPDATES. The foregoing limitations do not apply to willful misconduct.
   
   
9. Miscellaneous.  No amendment to this Agreement is permitted without the express written consent of SunHawk.  This Agreement is personal to You and no benefits are conferred on any person or organization outside of the Parties.  You may not assign this Agreement without permission from SunHawk..  This Agreement will be governed by the law of Indiana, USA, and each Party consents to the exclusive personal jurisdiction and venue of the state and federal courts of Indiana.  You acknowledge and agree that the intellectual property in HIPAA Check™ is of a unique nature and that, accordingly, SunHawk is and will be entitled to, along with other remedies available to it at law, injunctive relief, specific performance, and other equitable relief in the event You breach this Agreement.  You may provide notice to Us related to this Agreement using the current contact information on our Site.  You agree that we may provide notice to You using the most recent contact information You provided to us through our Site or other communication.  No waiver of any part of this Agreement or consent to any action will constitute a waiver or consent with respect to any other provision or action.  If any provision of this Agreement is found unenforceable or invalid under applicable law the remaining provisions are to be enforced to the maximum extent and You agree to agree to any proposed reasonable substitution provision proposed by Us that we reasonably believe will be enforceable or valid and that is as consistent with the original terms of this Agreement as we deem reasonably possible.  You agree that We and You are independent contractors; that You have had the opportunity to consult counsel with respect to the terms and conditions of this Agreement; and that this Agreement constitutes the entire Agreement between You and Us concerning HIPAA Check™ and any related intellectual property rights, licenses, and services.