CentralReach Free Version Terms of Service
By logging in and using a free trial version of CentralReach services (“Services”), you agree to be bound by the following terms and conditions:
- Right to Use Services.
You have been granted a limited right and license to use the Services pursuant to a free trial period offered by CentralReach, LLC (“CentralReach”). The length of the trial period and other terms and conditions shall be as determined by CentralReach. Your limited right to use the Services shall terminate at the end of your free trial period, provided that CentralReach may also terminate your use of and access to the Services at any time for any reason or no reason. If you would like to use the Services after the free trial period, you will need to purchase the Services through a paid subscription on terms then offered by CentralReach.
You agree to use the Services exclusively for your own internal business purposes, and you shall not: (i) sell, resell, copy, duplicate, or allow any third party to access, the Services, (ii) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights (including without limitation any privacy or intellectual property rights), or transmit unsolicited bulk e-mail, “junk mail”, “spam”, chain letters, or other form of prohibited solicitation or advertising; (iii) interfere with or disrupt the integrity or performance of the Services, (iv) attempt to gain unauthorized access to the Services or its related systems or networks, (v) remove or modify any proprietary marking or restrictive legends in the Services, (vi) use the Services in violation of any law, including without limitation, HIPAA, Telephone Consumer Protection Act and any spam laws (for example, CAN-SPAM), or fail to implement measures to protect patient privacy per HIPAA or other applicable foreign or domestic regulations, (viii) encourage, assist or authorize any other person to copy, modify, reverse engineer, decompile, disassemble or otherwise tamper with the software comprising the Service, whether in whole or in part, or create any derivative works from such software, (ix) access the Services to build a competitive product or service, or copy any feature, function or graphic of the Services for competitive purposes; (x) use any robot, spider, or other automatic device, process or means to access the Services for any purpose, including monitoring or copying any materials provided through the Services; (xi) introduce any viruses, Trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful; (xii) attack CentralReach, its services, or any website operated by CentralReach via a denial-of-service attack or distributed denial-of-service attack, (xiii) without our prior written consent, perform or disclose any benchmark or performance tests of the Services, or perform or disclose any of the following security testing of the Services: network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, or penetration testing, or (xiv) use the Services to support any person designated by the United States government as a foreign terrorist pursuant to section 219 of the Immigration and Nationality Act or otherwise in violation of any United States and any other applicable local export control restrictions. In addition, you agree not to provide login credentials to any third party or otherwise allow any third party to view or access the Services without the prior written consent of CentralReach (other than any independent contractors engaged by you to provide clinical services as long as such contractors do not offer, or work for any agency or company that offers, software products or services that are competitive with CentralReach software products or services).
- Ownership of Data and Intellectual Property Rights.
You retain ownership of your data and content, and CentralReach retains ownership of the Services and all associated intellectual property rights, including derivative works and any feedback you may provide with regard to improving the Services or its functionality. You acknowledge that your data shall not be retained by CentralReach following the free trial period, and that you are responsible for retrieving any and all data or content that you enter into the Services prior to expiration of your free trial period. You acknowledge and agree that CentralReach shall have no obligation or liability whatsoever with regard to your data or storing your data following termination of your free trial period. Notwithstanding the foregoing, you acknowledge and agree that CentralReach may retain and use your data or content on an anonymized and aggregated basis for benchmarking, analytics, or any other lawful purpose.
You acknowledge that your data and content in the Services may be stored outside of the jurisdiction where you reside and you shall be responsible for compliance with all laws and regulations related to using the Services and storing data in the Services that apply to you.
Each party agrees to preserve and protect all confidential information of the other party; provided that confidential information shall not include any information that (a) is or becomes a part of the public domain through no act or omission of the other party; or (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; or (c) is lawfully disclosed to the other party by a third party without restriction on disclosure; or (d) is independently developed by the other party. You acknowledge and agree that user interfaces and workflows embodied in the Services that are not otherwise made public by CentralReach are confidential information of CentralReach.
- Warranties and Limitation of Liability.
YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND CENTRALREACH HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTEES, AND CONDITIONS WITH REGARD TO (A) THE SERVICES OR THEIR FUNCTIONALITY, AND (B) MERCHANTABILITY, SATISFACTORY QUALITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
CENTRALREACH DOES NOT GUARANTEE THAT (A) THE SERVICES WILL OPERATE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY ERRORS OR DEFECTS IN THE SERVICE WILL BE REMEDIED; (B) THE SERVICES WILL OPERATE IN COMBINATION WITH YOUR CONTENT OR YOUR APPLICATIONS, OR WITH ANY OTHER SOFTWARE, HARDWARE, SYSTEMS, OR DATA; (C) YOUR CONTENT AND YOUR APPLICATIONS WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED; AND (D) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. YOU ACKNOWLEDGE THAT CENTRALREACH DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. CENTRALREACH IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
YOU ARE SOLELY RESPONSIBLE FOR ANY DATA, CONTENT, APPLICATION, INTEGRATIONS OR SOFTWARE THAT YOU LOAD INTO, USE OR CREATE IN CONNECTION WITH YOUR USE OF THE SERVICES, FOR COMPLYING WITH ALL DATA, PRIVACY AN OTHER LAWS AND REGULATIONS RELATING TO YOUR USE OF THE SERVICES AND YOUR STORAGE OF DATA AND CONTENT IN THE SERVICES, AND YOUR COMPLIANCE WITH THESE TERMS, AND YOU AGREE, AT YOUR SOLE COST AND EXPENSE, TO INDEMNIFY, DEFEND AND HOLD HARMLESS CENTRALREACH AND ITS AFFILIATES, SUCCESSORS AND ASSIGNS (THE “CENTRALREACH PARTIES”) AGAINST ANY AND ALL CLAIMS, DAMAGES, LIABILITIES, COSTS AND EXPENSES INCURRED BY ANY OF THE CENTRALREACH PARTIES OR ANY SETTLEMENT AGREED TO BY YOU (INCLUDING WITHOUT LIMITATION, FEES AND EXPENSES OF COUNSEL), ARISING OUT OF, RELATED TO, OR IN ANY WAY CONNECTED WITH ANY OF THE FOREGOING.
IN NO EVENT WILL CENTRALREACH BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (i) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT OR DIMINUTION IN VALUE; (ii) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES, OR (iii) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER CENTRALREACH WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
BY ACCESSING THE CENTRALREACH SERVICES SUBJECT TO THESE TERMS OF SERVICE, CUSTOMER UNDERSTANDS THAT CUSTOMER IS WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ AND UNDERSTOOD, AND HEREBY EXPRESSLY WAIVES, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA AND ANY SIMILAR LAW OF ANY STATE, COUNTRY OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST MATERIALLY AFFECT HIS OR HER SETTLEMENT WITH THE DEBTOR.”
You acknowledge and agree that you are responsible for compliance with these terms by your users and employees. You acknowledge and agree that the names and logos associated with the Services are trademarks owned by CentralReach, and your use of such marks consists solely of a royalty free, limited, non-exclusive use license in connection with your use of the Services in accordance with these terms. You acknowledge and agree that you do not have a right or license to copy, disseminate or otherwise publish or republish any such marks without the prior written consent of CentralReach. This agreement, and the other terms and conditions of the promotion of the free trial version of the Services published by CentralReach or communicated to you in writing by CentralReach constitute the entire terms and conditions related to your use of free the Services, and supersede any prior or contemporaneous agreements of the parties related to the subject matter hereof. These terms are governed by the laws of the State of Delaware without regard to its principles of conflicts of laws. You acknowledge that CentralReach reserves the right to set the terms of the offering and provisions of its services and products, and accordingly you agree that CentralReach may modify these terms at any time with or without notice to you, and such modified terms shall be binding as if set forth herein in their entirety.
Last Revised Date: August 24th, 2020