HITRUST® MyCSF® Subscription Agreement – TRIAL
THIS AGREEMENT GOVERNS YOUR USE OF A FREE TRIAL OF HITRUST’S SERVICES THAT WILL BE WITHIN A TESTING ENVIRONMENT. BY ENTERING INTO THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
YOU MAY NOT ACCESS THE SERVICES OR CONTENT (DEFINED BELOW) IF YOU ARE A DIRECT COMPETITOR OF HITRUST. YOU MAY NOT REVERSE ENGINEER, DECOMPILE OR TAKE ANY OTHER ACTION WITH RESPECT TO THE SERVICES FOR THE PURPOSE OF REPLICATING OR REPRODUCING ANY SERVICES FOR USE OR RESALE.
This Agreement is effective between (“You”) and HITRUST Services Corp., a Texas corporation (“HITRUST”) as of the date of complete execution.
Table of Contents
- Use of the Services and Content
- Proprietary Rights and Licenses
- Term and Termination
- Notices, Governing Law and Jurisdiction
- General Provisions
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Agreement” means this HITRUST MyCSF Subscription Agreement – Trial.
“Content” means information obtained by HITRUST from HITRUST’s content licensors or other publicly available sources and provided to You pursuant to this Agreement, as more fully described in the Documentation.
“Documentation” means the HITRUST CSF® License Agreement, online user guides, documentation, and help and training materials, as updated from time to time, accessible by paper, digital, or via login to the applicable Service.
“HITRUST’s Property” means the Services, the Documentation, and any other property of HITRUST, including but not limited to any text, images, photographs, animations, video, and audio incorporated into any of the foregoing (but excluding Content not owned by HITRUST).
“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs, and Trojan horses.
“Services” means the products and services that are available in the testing environment and made available by HITRUST.
“User” means an individual who is authorized by You to use the Services for the sole benefit of You pursuant to this Agreement, and for whom You have ordered the Services, and to whom You (or HITRUST at Your request) have supplied a user identification and password. Users may include, for example, Your employees, consultants, contractors and agents, and third parties with which You transact business.
“We,” “Us” or “Our” means HITRUST Services Corp., a Texas corporation.
2. USE OF SERVICES AND CONTENT
2.1 Your Responsibilities. You will (a) be responsible for Your Users’ compliance with this Agreement and (b) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify HITRUST promptly of any such unauthorized access or use.
2.2 Usage Restrictions. You will not (a) sell, resell, license, sublicense, distribute, translate, decompile, reverse engineer, create derivative works of, disassemble, broadcast, modify, alter, rent, lease or commercially exploit any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, (b) use any “deep link,” “page scrape,” “robot,” “spider,” or other automatic device, program, script, algorithm or methodology, or any similar or equivalent process, to access, acquire, copy, or monitor any of HITRUST’s Property or in any way reproduce or circumvent the navigational structure or presentation of any of HITRUST’s Property to obtain any materials, documents or information through any means not purposely made available by HITRUST, (c) probe, scan or test the vulnerability of the Services or Content or any network connected thereto, or breach the security or authentication measures used to protect any Services or Content, (d) reverse look-up, trace or seek to trace any information on any other User of the Services or owner of any of the Content, (e) take any action that, in HITRUST’s sole judgment and discretion, imposes an unreasonable or disproportionately large load on HITRUST’s networks or systems or any networks or systems connected thereto, (f) use any device, software, or routine to interfere with the proper working of HITRUST’s systems or networks or any transaction conducted thereon, or with any other person’s use of the Services or Content, (g) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or transmittal you send to HITRUST, (h) use any of HITRUST’s Property to harvest or collect email addresses or other information, (i) market, co-brand, private label, separately distribute, resell, or otherwise permit third parties to access and use any portion of the Services and the Content without HITRUST’s express, separate and prior written permission, (j) use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (k) use a Service to store or transmit Malicious Code, (l) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (m) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (n) permit direct or indirect access to or use of any Service or Content in a way that circumvents a contractual usage limit, (o) copy a Service or any part, feature, function or user interface thereof, (p) copy Content, (q) frame or mirror any part of any Service or Content, (r) access any Service or Content in order to build a competitive product or service, (s) reverse engineer any Service, (t) provide any false or inaccurate information or materials to HITRUST, or (u) use any of HITRUST’s Property in an unlawful manner or a manner that could damage, disparage or otherwise negatively impact HITRUST.
2.3 Intended Use. The Services and Content are intended solely for Your use to preview the HITRUST MyCSF tool. You may not upload, transmit, or store any information or data in or to the Services nor may you download, transmit, or store any information or data within the Services.
3. PROPRIETARY RIGHTS AND LICENSES
3.1. Reservation of Rights. Subject to the limited licenses expressly granted hereunder, HITRUST and Our licensors reserve all of Our/their right, title, and interest in and to HITRUST’s Property and the Content, including all of Our/their related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein. All title and intellectual property rights and interest in and to HITRUST’s Property, and any copies of any of the foregoing that You are expressly permitted to make herein, are and continue to be solely owned by HITRUST or its suppliers. HITRUST’s Property includes valuable, proprietary, and confidential information, compilations, methods, techniques, procedures, and processes not generally known, which can only be obtained from HITRUST. HITRUST has implemented reasonable protections for HITRUST’s Property, including but not limited to the terms of this Agreement, to prevent its unauthorized disclosure or use. You acknowledge and affirm HITRUST’s ownership and exclusive right, title, and interest in HITRUST’s Property and all of its component parts. You agree that neither You nor any Affiliate will attack or impair, directly or indirectly, any of HITRUST’s rights in HITRUST’s Property or any portion thereof, or any of HITRUST’s prior or subsequent registrations or applications for registration of any mark, copyright or patent arising out of or relating to any portion of HITRUST’s Property.
3.2. License by Us to Use Content. Subject to the foregoing and all of the terms and conditions of this Agreement, we grant to You a worldwide, non-exclusive, non-transferable, non-assignable, limited-term license, under Our applicable intellectual property rights and licenses, to use Content and Services provided to You pursuant to the Documentation and this Agreement.
3.3. Intentionally Deleted.
3.4. License by You to Use Feedback. You grant to HITRUST and HITRUST’s Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction, or other feedback provided by You or Users relating to the operation of the Services.
4.1. Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. HITRUST’s Confidential Information includes the Services and Content; and Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans, and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
4.2. Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel, and accountants without the other party’s prior written consent provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this Section 5.2.
4.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, HITRUST NEITHER MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND HITRUST SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT IS PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. HITRUST DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.
WHILE HITRUST ENDEAVORS TO PROVIDE RELIABLE INFORMATION, SERVICES, PROGRAMS, SOFTWARE AND MATERIALS, THE INFORMATION, SERVICES, PROGRAMS, SOFTWARE, AND MATERIALS AVAILABLE ON OR THROUGH THE SERVICES OR CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND MAY INCLUDE ERRORS, OMISSIONS OR OTHER INACCURACIES. HITRUST IS NOT RESPONSIBLE FOR ANY POSTINGS PROVIDED BY YOU OR ANY OTHER PERSON THAT ARE AVAILABLE THROUGH OR FROM THE SERVICES OR CONTENT. HITRUST MAY MAKE MODIFICATIONS TO THE SERVICES AND CONTENT AND ANY INFORMATION, PROGRAMS, SOFTWARE, AND MATERIALS PROVIDED IN CONNECTION THEREWITH AT ANY TIME AND FOR ANY REASON. YOU ASSUME THE SOLE RISK OF MAKING USE OF AND/OR RELYING ON THE INFORMATION, SERVICES, PROGRAMS, SOFTWARE, AND MATERIALS AVAILABLE THROUGH THE SERVICES AND CONTENT. HITRUST MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE RESULTS THAT CAN BE ACHIEVED FROM OR THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY, OR ACCURACY OF THE INFORMATION, SERVICES, PROGRAMS, SOFTWARE AND MATERIALS AVAILABLE THROUGH THE SERVICES AND CONTENT FOR ANY PURPOSE. HITRUST DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES THAT THE SERVICES OR CONTENT WILL OPERATE ERROR-FREE OR IN AN UNINTERRUPTED FASHION OR THAT ANY FILES OR INFORMATION THAT YOU OBTAIN OR DOWNLOAD FROM THE SERVICES OR CONTENT WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES.
6.1. Indemnification by You. You shall defend, indemnify and hold harmless HITRUST and all of its affiliates and subsidiaries, and each of their respective directors, officers, shareholders, members, owners, managers, agents, affiliates, attorneys, employees, and representatives (all of the foregoing, the “Indemnified Parties”) for, from and against any and all suits, claims, liabilities, causes of action, obligations, losses, damages, and cost (including attorneys’ fees) incurred in connection with any claim or allegation relating to the use of the test subscription.
7. TERM AND TERMINATION
7.1 Term of Agreement. This Agreement commences on the date this Agreement is fully executed and continues two (2) weeks.
7.2 Termination. Either party may terminate this Agreement at any time by providing written notice of the termination to the other party.
7.3 Procedure Upon Termination. Immediately upon expiration or termination of this Agreement, You will discontinue all access to the Services and Content, You will not attempt to gain access to any Service or Content, and You will return to HITRUST or, at HITRUST’s option, destroy all copies of HITRUST’s Property in Your possession.
7.4 Intentionally Deleted.
7.5 Surviving Provisions. Sections 3 (Proprietary Rights and Licenses), 4 (Confidentiality), 5 (Disclaimers), 6 (Indemnification), 8 (Notices, Governing Law and Jurisdiction), and 9 (General Provisions) will survive any termination or expiration of this Agreement.
8. NOTICES, GOVERNING LAW AND JURISDICTION
8.1. Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices, permissions, and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the date of the return receipt, if sent by certified mail, return receipt requested, (iii) the business day after placement for delivery with a nationally-recognized overnight carrier, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Billing-related notices to You shall be addressed to the relevant billing contact designated by You. All other notices to You shall be addressed to the relevant Services system administrator designated by You.
8.2. Agreement to Governing Law; Jurisdiction; Attorney’s Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. The exclusive forum for any dispute regarding this Agreement shall be the state or federal courts located in Collin County, Texas and the parties hereto waive any argument that such is an inconvenient forum or that venue is improper in such forum. In the event of any litigation involving the construction or interpretation of this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all costs, including reasonable attorney’s fees.
9. GENERAL PROVISIONS
9.1 Entire Agreement and Order of Precedence. This Agreement is the entire agreement between You and HITRUST regarding Your use of Services and Content and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment, or waiver is to be asserted. The parties agree that any term or condition stated in Your purchase order or in any other of Your order documentation is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) this Agreement, (2) the Documentation, and (3) any Terms and Conditions that may be included on Your Purchase Order.
9.2 Assignment. You may not assign any of Your rights or obligations hereunder, whether by operation of law or otherwise, without HITRUST’s prior written consent. This Agreement will bind and inure to the benefit of the parties, their respective successors, and permitted assigns.
9.3 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
9.4 Third-Party Beneficiaries. HITRUST’s Content licensors shall have the benefit of HITRUST’s rights and protections hereunder with respect to the applicable Content. There are no other third-party beneficiaries under this Agreement.
9.5 Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
9.6 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
Copyright 2020 © HITRUST. This document is the property of HITRUST and may not be used, disclosed or reproduced, in whole or in part, without the express written consent of HITRUST. The unauthorized copying, dissemination or use of this document or any information contained therein may constitute a violation of U.S. law and be grounds for civil or criminal penalties. This document contains information owned by HITRUST and/or its suppliers. Such information may be used only for the internal or personal use of a HITRUST licensee and only during and subject to the terms and conditions of a valid HITRUST license. All rights reserved.