Terms of Service

Effective: [Current Date]

1. DEFINITIONS

• "Albany Designs" refers to Albany Designs, Inc., the provider of the Compass service.
• "Service" refers to Compass, an online registration and data management tool for health programs.
• "Licensing Organization" refers to the entity that has entered into an agreement with Albany Designs to use the Service.
• "Authorized Users" refers to employees, volunteers, or other individuals authorized by the Licensing Organization to use the Service.
• "Terms" refers to these Terms of Service.

2. ACCEPTANCE OF TERMS

By accessing or using the Service, the Licensing Organization agrees to be bound by these Terms. Individual Authorized Users must acknowledge these Terms before accessing the Service, but do so on behalf of the Licensing Organization.

3. DESCRIPTION OF SERVICE

Compass is an online registration and data management tool designed to assist organizations in the local development and delivery of evidence-based health programs. Albany Designs reserves the right to modify, update, or discontinue any aspect of the Service at its discretion.

4. LICENSING ORGANIZATION RESPONSIBILITIES

The Licensing Organization is responsible for:

• Ensuring all Authorized Users comply with these Terms
• All actions taken by its Authorized Users in connection with the Service
• Maintaining the confidentiality and security of all account credentials
• Promptly notifying Albany Designs of any unauthorized use or security breaches
• Obtaining and maintaining all necessary equipment and services needed to access the Service

5. CONDITIONS OF ACCESS TO AND USE OF THE SERVICE

The Licensing Organization agrees to ensure that it and its Authorized Users access and use the Service only for lawful purposes and in accordance with these Terms. The Licensing Organization shall not, and shall ensure that its Authorized Users do not:

• Use the Service in any manner that violates these Terms or any applicable federal, state, or local law;
• Access or attempt to access the accounts of any individual other than as expressly permitted;
• Impersonate another, falsify account information, or make unauthorized use of another's information;
• Submit, upload, post, or transmit any content that is: unlawful, threatening, harassing, abusive, obscene, vulgar, offensive, invasive of privacy, or otherwise objectionable;
• Copy, reproduce, sell, rent, distribute, lease, transfer, modify, or make derivative works from the Service;
• Remove, alter, or tamper with any copyright, trademark, or other proprietary rights notices on the Service;
• Decompile, disassemble, reverse engineer, or attempt to discover or derive any proprietary software code or information associated with the Service;
• Interfere with the operation of the Service or any server, network, or system associated with the Service;
• Use any automated program, tool, or process to access the Service;
• Transmit or distribute any unsolicited materials in connection with use of the Service;
• Alter, damage, or delete any content or materials on the Service;
• Claim a relationship with or represent any organization with which they are not authorized to claim such a relationship or represent.

6. ACCOUNT ENROLLMENT, ELIGIBILITY, AND SECURITY

The Licensing Organization agrees to ensure that:

• All Authorized Users are at least 18 years of age and possess the legal right and ability to agree to these Terms.
• Accurate, complete, and up-to-date information is provided for all Authorized User accounts.
• Each Authorized User creates their own unique account and does not share account credentials.
• Authorized Users do not access the Service from public computers or systems with inadequate security.
• Any changes to Authorized User information are promptly communicated to Albany Designs within five (5) days.

7. REVIEW OF ACCOUNT

Albany Designs reserves the right, but not the obligation, to monitor access to and use of the Service to ensure compliance with these Terms. Albany Designs may, in its sole discretion, suspend or terminate access to the Service for any Authorized User or the Licensing Organization in the event of non-compliance with these Terms, suspected violations, or for any other reason in the interest of the Service.

8. RELEASE OF INFORMATION AND HIPAA COMPLIANCE

The Licensing Organization represents and warrants that:

• It is permitted and legally authorized to release all information entered or input into the Service, including any Protected Health Information as defined by HIPAA.
• It has accurately represented to Albany Designs its status as a Covered Entity or Business Associate under HIPAA, if applicable.
• It will comply with all applicable laws and regulations, including HIPAA, regarding the confidentiality and handling of protected health information.

9. SUBMISSIONS AND USER CONTENT

The Licensing Organization is responsible for all content submitted to the Service by its Authorized Users ("Submissions"). By allowing Submissions, the Licensing Organization represents and warrants that:

• It owns or has the right to make all Submissions in compliance with these Terms.
• All Submissions are true and accurate.
• Submissions do not violate any third-party rights, including privacy, publicity, or intellectual property rights.
• All Submissions comply with these Terms and applicable laws, including HIPAA.

Albany Designs reserves the right to alter, remove, or refuse to post any Submission. The Licensing Organization acknowledges that Albany Designs takes no responsibility and assumes no liability for any Submissions.

10. INTELLECTUAL PROPERTY RIGHTS

The Service, including all associated intellectual property rights, is and will remain the property of Albany Designs and/or its licensors. These Terms do not grant the Licensing Organization or its Authorized Users any rights to use Albany Designs' trademarks, logos, domain names, or other brand features.

The Licensing Organization acknowledges that:

• All trademarks, service marks, and logos used on the Service are the property of Albany Designs or their respective owners.
• No right or license is granted to use any of these marks without prior written permission.
• Unauthorized use, reproduction, or distribution of the Service is strictly prohibited and may result in civil and/or criminal penalties.

11. INFORMATION TOOL ONLY

The Licensing Organization acknowledges and agrees that:

• Albany Designs is not engaged in the practice of medicine and the Service is an information tool only.
• The Licensing Organization has full and sole responsibility for the interpretation and application of information provided by the Service.
• Much of the data entered into and made available through the Service is entered by others and may not be accurate. Albany Designs is not responsible for its accuracy.
• The Service should not be relied upon for patient treatment, care, and well-being. Users should independently validate information and exercise their own professional judgment.

12. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ALBANY DESIGNS, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF OR INABILITY TO USE THE SERVICE.

IN NO EVENT WILL ALBANY DESIGNS' TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU HAVE PAID ALBANY DESIGNS IN THE PAST TWELVE MONTHS FOR THE SERVICE.

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ALBANY DESIGNS AND THE LICENSING ORGANIZATION.

13. INDEMNIFICATION

The Licensing Organization agrees to defend, indemnify and hold harmless Albany Designs and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from:

• The Licensing Organization's use of and access to the Service, including any data or content transmitted or received by the Licensing Organization or its Authorized Users;
• The Licensing Organization's violation of any term of these Terms, including without limitation the Licensing Organization's breach of any of the representations and warranties above;
• The Licensing Organization's violation of any third-party right, including without limitation any right of privacy or intellectual property rights;
• The Licensing Organization's violation of any applicable law, rule or regulation;
• Any claim or damages that arise as a result of any of the Licensing Organization's User Content or any that is submitted via the Licensing Organization's account; or
• Any other party's access and use of the Service with the Licensing Organization's unique username, password or other appropriate security code.

14. DISCLAIMERS

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICE IS AT THE LICENSING ORGANIZATION'S OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

Albany Designs does not warrant that the Service will function uninterrupted, secure or available at any particular time or location; that any errors or defects will be corrected; or that the Service is free of viruses or other harmful components. Albany Designs does not warrant or make any representations regarding use or the result of use of the Service in terms of accuracy, reliability, or otherwise.

15. FORCE MAJEURE

Albany Designs shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

16. TERM AND TERMINATION

These Terms remain in effect for the duration of the Licensing Organization's use of the Service. Albany Designs reserves the right to suspend or terminate access to the Service for any violation of these Terms or for any other reason at its discretion. Upon termination, the Licensing Organization's right to use the Service will immediately cease.

17. CHANGES TO TERMS

Albany Designs may modify these Terms at any time. Any changes will be effective upon posting of the modified Terms on the Service. The Licensing Organization is responsible for reviewing the Terms regularly and ensuring Authorized Users are aware of any modifications. Continued use of the Service after changes to the Terms constitutes acceptance of the new Terms.

18. GOVERNING LAW (continued)

any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

19. MISCELLANEOUS

20. CONTACT INFORMATION

For any questions about these Terms, please contact Albany Designs at legal@compasshp.org.