Last Updated: February 14, 2023

PLEASE CAREFULLY READ THIS TERMS OF SERVICE AGREEMENT (this “Agreement”). This Agreement has been prepared as a legally binding agreement between you (“you” or “your”) and CAIPHI, Inc. (together with its affiliates, “CAIPHI”, “us”, “our”, or “we”).This Agreement applies conditions to your use of https://caiphi.com/ and any CAIPHI-operated website or application that links to this Agreement (collectively, the “Service”).

By accessing and using the Service, you agree to be bound by the terms and conditions of this Agreement. DO NOT ACCESS THE SERVICE OR USE THE SERVICE IN ANY WAY IF YOU DO NOT AGREE TO THESE TERMS OF USE.

IMPORTANT NOTICE: YOUR USE OF THE SERVICE IS SUBJECT TO AN ARBITRATION PROVISION IN SECTION 14, REQUIRING ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION. Please carefully review Section 14 for more information.

1. Revisions to this Agreement

We may revise and update this Agreement from time to time and will post the updated Agreement to the Service. UNLESS OTHERWISE STATED IN THE AMENDED (“LAST UPDATED”) VERSION OF THIS AGREEMENT, ANY CHANGES TO THIS AGREEMENT WILL APPLY IMMEDIATELY UPON POSTING. Although we are not obligated to provide you with notice of any changes, any changes to this Agreement will not apply retroactively to events that occurred prior to such changes. Your continued use of this Service will constitute your agreement to any new provisions within the revised Agreement.

2. YOUR LICENSE TO ACCESS THIS SERVICE 

A. Generally Applicable License Permissions. The contents of the Service, and the Service as a whole, are intended to primarily facilitate CAIPHI’s business of providing products to healthcare covered entities and business associates as defined in 45 CFR Parts 160, 162, and 164, and in 42 CFR Parts 403, 416, 418, 441, 460, 482, 483, 484, 485, 486, 491, and 494, as set-forth by CAIPHI and subject to change by CAIPHI at any time, in CAIPHI’s sole discretion. All written content, with the exception of publicly available information, prepared and posted by CAIPHI, and the Service design, layout, look, appearance, and graphics on the Service, as well as the trademarks, service marks, and logos contained on our Service (collectively, “CAIPHI Content”) are owned by or licensed to CAIPHI and are subject to copyright, trademark, and other intellectual property rights ax permitted under the United States and foreign laws and international conventions. CAIPHI reserves all rights not expressly granted in, and to, the Service and the CAIPHI Content.

Except as otherwise provided in this Agreement, no part of the Service and no CAIPHI Content may be copied, reproduced, uploaded, posted, publicly displayed, transmitted, or distributed in any way to any other computer, server, website, or other medium for publication or distribution or for any commercial use without CAIPHI’s prior express written consent.

On the condition that you comply with all your obligations under this Agreement, CAIPHI grants you a limited, revocable, non-exclusive, non-transferable license to access the Service. Any use of the Service in excess of this license is strictly prohibited and constitutes a violation of this Agreement, which may result in the termination of your right to access and use this Service.

Your access to this Service is provided on a temporary basis with no guarantee for future availability. We reserve the right to withdraw or modify any content or products we provide on the Service without notice.

B. Members-Only License Permissions. In addition to the license described in Section 2(A), subject to your timely payment of the membership fees in accordance with Section 7, CAIPHI grants you a limited, nonexclusive, nontransferable right to access and utilize CAIPHI’s proprietary materials, including the CAIPHI Prepare materials, and other products made available to members through the Service along with all information or software related thereto (collectively, the “Materials”) for personal, non-commercial transitory viewing for the sole and limited purpose of facilitating internal use related to the purpose for which the Materials were made available. Nothing contained in this Agreement shall be construed or interpreted otherwise and such license shall immediately be terminated with the termination of this Agreement.

CAIPHI reserves all rights in the Materials not expressly granted to you herein. You will not attempt to register any trademark or service mark for similar materials nor will you oppose any application by CAIPHI to register or trademark the System. In addition, under no circumstance shall you:

• Modify digital or PDF-formatted Materials;
• Use digital or PDF-, Word-, or Excel-formatted Materials for any commercial purpose (not including any internal business purposes, such as conducting a risk assessment, providing policies and procedures to workforce members, and administering safeguard training and testing), or for any public display (commercial or non-commercial);
• Attempt to decompile or reverse engineer any Materials;
• Remove any copyright or other proprietary notations from the Materials;
• Transfer the Materials to another person or “mirror” the Materials on any other server; or
• Take any other action which is inconsistent with the limited purpose to which you were granted a license to the Materials.

This license shall automatically terminate if upon violation of any of these permissions, restrictions, or membership fee obligations. Upon termination, a member must destroy any downloaded digital or PDF-formatted Materials in its possession, whether in electronic or hard copy format.

3. YOUR CONTENT AND SUGGESTIONS

The Service may include features that involve information that you upload, submit, or send through the Service to a secure server contracted by CAIPHI on your behalf as part of a product, or that you maintain on your own server, in either case to which CAIPHI does not have right of access to your information (“Your Content”). Examples may include your safeguard policies and procedures, or your emergency preparedness plans, or other proprietary information that CAIPHI does not seek. Alternatively, you may send Your Content to the Service, and this Section provides the terms and conditions governing that situation.

A. License to Your Content. By submitting Your Content to the Service, you grant CAIPHI a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sub-licensable, and transferable license to use, reproduce, distribute, create derivative works of, adapt, display, and perform Your Content. You represent and warrant that you have the necessary rights to Your Content, including the right to assign or grant a license to your rights in this Agreement. Please do not submit Your Content to the Service if you do not wish to grant us the rights set forth in this Section 3(A).

B. Your Suggestions. We welcome your comments regarding improving the Service and CAIPHI Content and updating our products. In addition to the license you would grant to us in Section 3(A) for Your Content, if you elect to provide or make available suggestions, comments, ideas, improvements, or other information or materials to us in connection with or related to the Service, CAIPHI Content, and CAIPHI’s products (including any related technology), whether you send such information or materials to us through the Service or through a separate communication channel, you grant us a non-exclusive, perpetual, royalty-free, irrevocable right to use, disclose, reproduce, modify, license, transfer, and otherwise distribute, and exploit any such information or materials in any manner. Please do not send us such information or materials if you do not wish to grant us the rights set forth in this Section 3(B).

C. Your Responsibility for Your Content. Your Content is your sole responsibility. Under no circumstances will we be liable in any way for Your Content or for any loss or damage of any kind incurred as a result of the use of any of Your Content. CAIPHI further reserves the right to monitor delete or modify any of Your Content sent through the Service or to the Service that it deems offensive, inappropriate, advertising, illegal, off-topic or otherwise violates this Agreement.

CAIPHI may suspend or terminate, in whole or in part, your access to the Service and the related services if you violate the terms and conditions set forth in this Section. If your violation of this Agreement is related to the purchase of a product on the Service, CAIPHI may also cancel or void any related purchase order.

4. RESTRICTIONS ON YOUR USE OF THE SERVICE

In addition to complying with other restrictions in this Agreement, when using the Service, you will not:

• Delete, modify, or attempt to change or alter any of the CAIPHI Content or notices on the Service;
• Introduce into the Service any virus, rogue program, time bomb, drop dead device, back door, Trojan horse, worm or other malicious or destructive code, software routines, denial of service attack, or equipment components designed to permit unauthorized access to the Service, or to otherwise harm other users, CAIPHI Content, or any third parties, or perform any such actions;
• Use the Service to commit fraud or conduct other unlawful activities, including using stolen payment information to make a purchase;
• Access or attempt to impersonate someone else or access any other person’s account, information, or content without permission;
• Copy, modify, create derivative works, reverse engineer, decompile, disassemble, or otherwise attempt to learn the source code, structure, or ideas upon which the Service is based;
• Use any bot, spider, or other automatic or manual device or process for the purpose of harvesting or compiling information on the Service for any reason;
• Use any CAIPHI Content made available through the Service in any manner that misappropriates any trade secret or infringes any copyright, trademark, patent, rights of publicity, or other proprietary right of any party;
• Decrypt, transfer, frame, display, or translate (except translations for personal use) any part of the Service;
• Use the Service to send, post, or publish any content that (i) is obscene, defamatory, threatening, harassing, abusive, slanderous, racially, or ethnically offensive, hateful, or embarrassing to any other person or entity; (ii) would violate our, or any third party, proprietary, or intellectual property rights, including unauthorized copyright text, images, programs, trade secrets, or other confidential proprietary information, or use trademarks or service marks in an infringing fashion; (iii) includes any personal information of a third party, or images that include a third party or depict a third party’s likeness, without the third party’s express, written consent; (iv) includes any advertisements or solicitations of business, chain letters, pyramid schemes, or bulk e-mail lists or upload; or (v) includes any materials that violate, could cause us or a third party to violate, or encourage us or a third party to violate any applicable law, statute, ordinance, or regulation;
• Connect to or access any CAIPHI computer system or network without authorization; or
• Use the information in the Service to create or sell a similar service.

CAIPHI may suspend or terminate, in whole or in part, your access to the Service and the related services if you violate the terms and conditions set forth in this Section. If your violation of this Agreement is related to the purchase of a product on the Service, CAIPHI may also cancel or void any related purchase order.

5. THIRD PARTY WEBSITES 

The Service may include or provide links to other websites on the Internet that we do not control. These other websites may provide opinions, recommendations, or other information from various individuals, organizations, or companies. We are not responsible for the nature, quality, or accuracy of the content or opinions expressed on such websites and we do not investigate, monitor, or check them for quality, accuracy, or completeness. Inclusion of any linked website on the Service does not imply or express an approval or endorsement of the linked website by us or of any of the content, opinions, treatments, information, products, or services provided on these websites.

6. YOUR PRIVACY; PROTECTION OF YOUR ACCOUNT CREDENTIALS

The CAIPHI Privacy Policy describes how we collect and use personal information about you collected in and through the Service. You are responsible for protecting your account log-in credentials from unauthorized access and use. You must promptly notify CAIPHI by e-mail at support@CAIPHI.com of any known or suspected unauthorized use(s) of your account.

7. MEMBERSHIP FEES AND RENEWAL TERMS

The following terms apply if you purchase a membership subscription through the Service:

A. General Terms. We will invoice the monthly membership fee to your Payment Method (defined below) to be paid annually for the upcoming 12-month term, and the invoice will reflect then current membership fee at renewal. From time to time, we may offer different membership terms, and the fees for such membership may vary. The membership fee is non-refundable except as expressly set forth in this Agreement. Taxes may apply on the membership fee depending on the jurisdiction.

B. Payment Method. You must have Internet access and provide us with a current, valid, accepted method of payment (as such may be updated from time to time, “Payment Method“) to access your membership benefits on the Service. If all eligible payment methods we have on file for you are declined for payment of your membership fee, you must provide us a new eligible payment method promptly or your membership will be canceled. If you provide us with a new eligible payment method and are successfully charged, your new membership period will be based on the original renewal date and not the date of the successful charge. You may edit your Payment Method information by logging into your account. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not edit your Payment Method information or cancel your account, you remain responsible for any uncollected amounts and authorize us to continue billing the Payment Method, as it may be updated. This may result in a change to your payment billing dates. We may update your Payment Method with information provided by the applicable payment service provider, and you authorize us to continue to charge the membership fee to the updated Payment Method. For certain Payment Methods, the issuer of your Payment Method may charge you a foreign transaction fee or other charges. Check with your Payment Method service provider for details.

C. Notice. UNLESS YOU NOTIFY US BEFORE A CHARGE THAT YOU WANT TO CANCEL OR DO NOT WANT TO AUTO RENEW, YOU UNDERSTAND YOUR MEMBERSHIP WILL AUTOMATICALLY CONTINUE AND YOU AUTHORIZE US (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO COLLECT THE THEN-APPLICABLE MEMBERSHIP FEE AND ANY TAXES, USING ANY ELIGIBLE PAYMENT METHOD WE HAVE ON RECORD FOR YOU.

8. DISCLAIMER OF WARRANTIES

EXCEPT AS WE OTHERWISE EXPRESSLY PROVIDE, THE SERVICE AND ALL RELATED SERVICES ARE PROVIDED “AS IS”. WE DO NOT WARRANT OR MAKE ANY PROMISES REGARDING THE CORRECTNESS, USEFULNESS, ACCURACY, AVAILABILITY, OR RELIABILITY OF (I) YOUR USE OR THE RESULTS OF YOUR USE OF THE SERVICE; (II) ANY ADVICE YOU GLEAN FROM THE SERVICE WHETHER PROVIDED BY US OR A THIRD PARTY; OR (III) ANY OTHER CONTENT AVAILABLE THROUGH THE SERVICE. WE DO NOT PROMISE THAT THE SERVICE WILL BE UNINTERRUPTED OR WILL BE ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. THERE IS NO WARRANTY OF ANY KIND, INCLUDING ANY WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. NO ADDITIONAL STATEMENTS OUTSIDE THE TERMS OF THIS AGREEMENT, INCLUDING STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE, WHETHER MADE BY OUR EMPLOYEES OR OTHERWISE, IS A WARRANTY OR PROMISE BY US AND WE HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY SUCH STATEMENTS. WE WILL HAVE NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY COMMUNICATION, OR CONTENT.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST. IN THE EVENT THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS CONTAINED IN THESE TERMS OF USE SHALL BE DETERMINED BY A COURT TO BE INVALID OR UNENFORCEABLE, THEN SUCH PROVISIONS SHALL BE REFORMED TO THE MAXIMUM LIMITATION PERMITTED BY APPLICABLE LAW. TO THE EXTENT PERMISSIBLE, ANY IMPLIED WARRANTIES ARE LIMITED TO 90 DAYS FROM THE DATE OF PURCHASE OR ACCESS, AS APPLICABLE.

9.  NO LEGAL ADVICE

THE SERVICE AND ANY PRODUCTS, CONTENT, OR MATERIALS BY CAIPHI (INCLUDING the CAIPHI Prepare™ PLATFORM, and its PARTITIONED PLATFORM applications CyPHIprepare® and CyPHIcomply® DEPLOYED AS INDIVIDUAL PLATFORMS) ARE NOT LEGAL ADVICE.  CONSULT AN ATTORNEY FOR LEGAL ADVICE.

10. REVISIONS AND ERRATA

The materials appearing on this Service could include technical, typographical, or photographic errors. CAIPHI, Inc. does not warrant that any of the materials on its Service are accurate, complete, or current, but makes every effort to ensure that they are. CAIPHI, Inc. may make changes to the materials contained on its Service at any time without notice. CAIPHI, INC. would appreciate notification of any out-of-date information or errata found on CAIPHI Content or in any of our Materials.

11. LIMITATION OF LIABILITY

We are not responsible for any damages to you or anyone filing suit on your behalf for any reason.

NONE OF CAIPHI AND ITS SUPPLIERS, LICENSORS, PARENT, AND AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ASSIGNEES, AND SUCCESSORS-IN-INTEREST, WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES, CLAIMS, DEMANDS, LOST PROFITS, OR CAUSES OF ACTION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE, RELATING TO THIS AGREEMENT, YOUR USE OF THE SYSTEM, OR ANY INFORMATION YOU OBTAIN ON IT, OR ANY OTHER INTERACTION WITH THE SYSTEM, AND YOU VOLUNTARILY AND UNEQUIVOCALLY WAIVE ANY LIABILITY OF CAIPHI. 

YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICE WILL BE TO STOP USING THE SERVICE. 

IN ANY EVENT, THE MAXIMUM TOTAL LIABILITY OF CAIPHI, ITS SUPPLIERS, LICENSORS, AND AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND ASSIGNEES, OR SUCCESSORS-IN-INTEREST, FOR ANY CLAIM WHATSOEVER RELATING IN ANY WAY TO THIS AGREEMENT, INCLUDING CLAIMS FOR BREACH OF CONTRACT, TORT (INCLUDING, NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, AND YOUR SOLE REMEDY, SHALL BE AN AWARD FOR DIRECT, PROVABLE DAMAGES NOT TO EXCEED THE LESSER OF ONE THOUSAND U.S. DOLLARS ($1000.00 USD) OR THE AMOUNT THAT YOU HAVE SPENT ON PRODUCTS PURCHASED FROM THE SERVICE OVER THE PAST 12 MONTHS.

12. INDEMNIFICATION

YOU SHALL HOLD HARMLESS, INDEMNIFY, AND DEFEND CAIPHI, ITS SUBSIDIARIES, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES (COLLECTIVELY, THE “CAIPHI PARTIES”), FROM AND AGAINST ANY AND ALL CLAIMS (INCLUDING ANY AND ALL LIABILITIES, DAMAGES, LOSSES, COSTS, EXPENSES, AND REASONABLE ATTORNEYS’ FEES ARISING THEREFROM) ARISING OUT OF OR RELATING TO ANY ACTION OR PROCEEDING BROUGHT BY A THIRD PARTY AGAINST ANY ONE OR MORE OF THE CAIPHI PARTIES: (I) ALLEGING INJURY, DAMAGE, OR LOSS RESULTING FROM YOUR USE OF THE SERVICE; (II) ALLEGING THAT YOUR CONTENT INFRINGES A COPYRIGHT, PATENT, OR TRADEMARK OR MISAPPROPRIATES A TRADE SECRET OF A THIRD-PARTY; (III) RELATED TO ANY ACT OR OMISSION BY YOU WHICH IS A BREACH YOUR OBLIGATIONS UNDER THIS AGREEMENT; AND (IV) YOUR USE OF INFORMATION OBTAINED THROUGH THE SERVICE.

You will have the right to defend and compromise such claim at your expense for the benefit of the CAIPHI Parties; provided, however, you will not have the right to obligate the CAIPHI Parties in any respect in connection with any such settlement without the written consent of the indemnified party. Notwithstanding the foregoing, if you fail to assume your obligation to defend, the CAIPHI Parties may do so to protect their interests and you will reimburse all costs incurred by the CAIPHI Parties in connection with such defense.

13. CHOICE OF LAW

The validity, construction, and effect of this Agreement will be governed by the laws of the U.S. State of California, without giving effect to that state’s conflict of laws rules. Any dispute, controversy, or claim between you and CAIPHI will be resolved in accordance with Section 14.

14. AGREEMENT TO ARBITRATE

All disputes arising out of, or relating to, this Agreement (including formation, performance, breach, enforceability, and validity of this Agreement) or our operation of the Service shall be resolved by final and binding arbitration to be held in the English language in San Francisco, California pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement, including any claim that all or any part, of this Agreement is void or voidable.

We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial.

Without prejudice to the agreement to resolve disputes in binding arbitration set forth in the previous paragraph, either party to this Agreement may obtain preliminary injunctive relief in a court of competent jurisdiction, for the purpose of enforcing any of the terms of this Agreement pending a final determination in arbitration or permanent relief for the purpose of enforcing arbitral awards.

15. MISCELLANEOUS TERMS

1. Complete Agreement. This Agreement constitutes the entire agreement between you and CAIPHI relating to your use of, and access to, this Service and supersedes any prior or contemporaneous agreements or representations. This Agreement may not be amended except as set forth in Section 1. For avoidance of doubt, notwithstanding this Section 15(1), this Agreement does not modify, revise, or amend the terms of any other agreements you may have with CAIPHI.
2. Construction. If any portion of this Agreement is ruled invalid or otherwise unenforceable, it shall be deemed amended in order to achieve as closely as possible the same effect as originally drafted. Any invalid or unenforceable portion should be construed as narrowly as possible in order to give effect to as much of the Agreement as possible. Except as otherwise provided, references herein to Sections refer to Sections of this Agreement. The words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation.” References to “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. Descriptive headings contained in this Agreement are for convenience only and shall not control or affect the meaning or construction of any of this Agreement.
3. No Waivers. Our failure to enforce or exercise any provision of this Agreement or related right will not constitute a waiver of that right or provision.
4. No Assignments and Transfers. No rights or obligations under this Agreement may be assigned or transferred by you, either voluntarily or by operation of law, without our express prior written consent and in our sole discretion.
5. Language of the Agreement. Although this Agreement may be translated into other languages, the English language version of this Agreement shall control in any dispute between the parties.
6. No Third-Party Beneficiaries. Nothing in this Agreement will confer upon any person or entity, other than the parties, any rights, remedies, obligations, or liabilities whatsoever.
7. Notices. You can provide any notices to us under this Agreement by e-mail or mail using the contact information provided in Section 16. Unless you tell us otherwise, or the law requires otherwise, you agree to receive all communications from us by e-mail or through posting notices to your account. You are responsible for providing CAIPHI with up-to-date contact information, which you may do by updating your account information through the Service or by sending a message to us via the contact information provided in Section 16. You agree that all communications that we send to you electronically satisfy any legal requirement that a communication be in writing. You may print the communications for your records.

16. CONTACT US

If you have any questions or need to contact us for any reason relating to this Agreement, please e-mail support@CAIPHI.com, call at 843-412-0425, or write us at:
CAIPHI, Inc.
PO Box 3885
South Pasadena, CA 91031-6885