Terms of Service

0. Role and limitations

Honest Comply provides software and related automated and administrative support. Honest Comply is not a law firm, does not provide legal, regulatory, or compliance advice, does not act as your HIPAA Privacy Official or Security Official, and creates no attorney-client relationship. You remain the covered entity solely responsible for your own HIPAA compliance and for designating your own Privacy and Security Officials under 45 CFR 164.530(a) and 164.308(a)(2). Honest Comply does not guarantee any regulatory, audit, enforcement, or litigation outcome. You are responsible for obtaining your own legal and compliance counsel.

1. The service

On intake submission, Honest Comply configures your account and delivers a done-for-you HIPAA program: your policy pack, Business Associate Agreements for your covered vendors, an annual Security Risk Analysis, an on-demand Audit Pack, and training assignments for your workforce, together with an Annual Compliance Review every twelve months (the periodic evaluation under 45 CFR §164.308(a)(8), which re-runs the Security Risk Analysis and refreshes your policies, Audit Pack, workforce recertification, and state addenda). The Services operate on a shared-responsibility model described in Section 3.

2. The Honest Comply Assurance

2.1 What the Assurance covers.Subject to the conditions and limitations in these Terms (in particular the Customer Responsibilities in Section 3 and the Limitation of Liability in Section 4), if you have fully performed your obligations and you nevertheless experience a Covered Event that a competent investigation determines was directly and proximately caused by Honest Comply's material failure to deliver the Services as described, then Honest Comply will refund the Subscription Fees you actually paid, calculated as set forth in 2.2.

2.2 How the refund is calculated (proration). The refund is prorated to your actual paid tenure, with a floor of fees you actually paid and a ceiling of twelve (12) months of Subscription Fees. A Customer three months in recovers up to three months of fees; a Customer fourteen months in recovers no more than the most recent twelve months. In no event does the Assurance refund fees not actually paid (for example, discounted, waived, comped, or unpaid amounts).

2.3 Sole and exclusive remedy.The refund in this Section 2 is your sole and exclusive remedy and Honest Comply's entire liability for any Covered Event or any alleged failure of the Services to achieve any compliance, regulatory, audit, or legal outcome. The Assurance is not insurance, an indemnity, a warranty of any regulatory or audit outcome, or a legal-defense undertaking.

2.4 Covered Event; claim procedure.A "Covered Event" means a documented HHS or OCR enforcement finding, civil monetary penalty, or audit deficiency that you demonstrate, with the official government notice and supporting records, was directly and proximately caused by Honest Comply's material failure to deliver the Services. To make a claim you must: (a) submit a written claim within thirty (30) days of receiving the official notice; (b) provide a complete copy of the official notice and all supporting documentation; (c) maintain a current account in good standing with all fees paid; and (d) cooperate fully with Honest Comply's investigation. Full summary at /guarantee.

3. Your responsibilities; shared responsibility; Active Roster

3.1 Shared-responsibility framework. Honest Comply is responsible for delivering its part: configuring your account, generating policies and documentation, and assigning and delivering workforce training. You are responsible for providing accurate, current information and for ensuring your workforce completes what the Services assign. Honest Comply can deliver its part only if you deliver yours.

3.2 Active Roster Representation. You represent, warrant, and agree, both at each submission and on an ongoing basis, that each staff roster you submit is current, complete, and active, and reflects your true then-current active workforce, including all employees, contractors, volunteers, and other workforce members who create, receive, maintain, or transmit protected health information. Honest Comply is entitled to rely on each submitted roster as accurate and complete without independent verification.

3.3 Duty to keep current; ensure completion. You will promptly update your roster for new hires, role changes, and terminations, and you will ensure your workforce actually completes assigned training. Honest Comply cannot assign training to, or generate records for, individuals you have not disclosed.

3.4 Effect on the Assurance. The Assurance in Section 2 is void and excluded with respect to any Covered Event, deficiency, training gap, or compliance failure caused in whole or in material part by a stale, incomplete, or inaccurate roster, by omitted workforce members, or by staff not completing assigned training. If you did your part and a Covered Event still occurs, the Assurance pays; if you did not, the resulting failure is excluded.

3.5 Allocation, not a transfer of duty. These responsibilities allocate work and condition the Assurance; they do not transfer, and Honest Comply does not assume, your non-delegable legal obligations under 45 CFR 164.530(b) or otherwise. You at all times remain the party legally responsible to OCR for training and documenting your workforce.

5. Subscription and refunds

Your subscription renews monthly on the anniversary of your first payment. Cancel any time from the portal; cancellation takes effect at the end of the current billing period. Refunds are governed solely by the Assurance in Section 2 and the summary at /guarantee.

6. Entire agreement; no reliance

These Terms, together with the Assurance summary, the Privacy Policy, the MSA, and the BAA, are the complete and exclusive agreement between you and Honest Comply and supersede all prior or contemporaneous proposals, demonstrations, sales presentations, talk tracks, marketing materials, and web pages. You acknowledge that you have not relied on any statement, promise, or guarantee not expressly set forth here, including any statement that the Services will cause you to "pass," be "protected," be "fully defensible," or avoid or withstand any OCR, HHS, state, or other regulatory inquiry, finding, penalty, or audit outcome. No employee or agent of Honest Comply may modify these Terms or make any guarantee beyond the Assurance. To the extent any marketing statement conflicts with these Terms, these Terms control.

7. Arbitration; class waiver; governing law

These Terms are governed by the laws of the State of Wyoming. Any dispute will be resolved by binding individual arbitration administered under the AAA Commercial Arbitration Rules. You and Honest Comply waive any right to bring or participate in a class or representative action. Either party may instead bring a qualifying claim in small-claims court, and either party may seek injunctive or intellectual-property relief in court. You may opt out of arbitration by written notice within thirty (30) days of first accepting these Terms. Nothing here binds OCR or any state Attorney General, or waives your right to file a complaint with OCR.