CR Terms of Service
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SERVICE. BY USING THE SERVICE CUSTOMER IS AGREEING TO BE BOUND BYTHE TERMS OF SERVICE FOUND HEREIN. IF CUSTOMER IS AGREEING TO THE TERMS OF SERVICE ON BEHALF OF OR FOR THE BENEFIT OF THEIR EMPLOYER, THEN CUSTOMER REPRESENTS AND WARRANTS THAT THEY HAVE THE NECESSARY AUTHORITY TO AGREE TO THE TERMS OF SERVICE ON THEIR EMPLOYER’S BEHALF.
PLEASE REVIEW PARAGRAPH 11 CLOSELY, AS IT CONTAINS A BINDING ARBITRATION PROCESS FOR RESOLVING DISPUTES INSTEAD OF USING THE COURT PROCESS.
This agreement is entered into between CentralReach, LLC a Florida limited liability company (“CentralReach”), and the customer agreeing to these terms (“Customer”), and covers all services provided by CentralReach to Customer. CentralReach and Customer are collectively referred to herein as “Parties” and are from time to time referred to individually as a “Party”.
1) CENTRALREACH SOFTWARE SERVICES
These Terms of Service (“Terms Agreement”) govern Customer’s access and use of the CentralReach’s web based services (“Service”).
Policies. Customer understands that use of the Service is also governed by CentralReach’s Client’s Order which is sometimes referred to as the Service Proposal, Business Associate Agreement, Security Policy, Conditions of Use and Pricing Policy (collectively “Additional Agreements”). The Additional Agreements are incorporated herein and made a part of this Terms Agreement for all purposes. By utilizing the Service, Customer agrees it has received copies of the Additional Agreements and agrees to be bound by the terms of said Additional Agreements, which in conjunction with this Terms Agreement form the Service Agreement between the Parties.
· In the event of any conflict or ambiguity between any of the documents that form the Service Agreement, said conflict or ambiguity shall be resolved by giving precedence to the documents in the following order.
- Order a/k/a Service Proposal;
- Business Associates Agreement;
- Master Agreement;
- Terms of Service;
- Security Policy;
- Conditions of Use; and
- Pricing Policy
2) USE OF SERVICE
- CentralReach Responsibilities
· Support. CentralReach will use its best efforts to provide customer support for the Service in conjunction with Customer’ Support Plan. Support Fees and Training fees can be found in CentralReach’s Pricing Policy. You may Report a Problem from within your CentralReach account for all technical issues. A ticket will immediately be created which you can track the status of through CentralReach tasks and messages. You can also call (800) 939-5414 to subscribe to SaaS Extended or Concierge to receive regular ongoing trainings from a dedicated Customer Success Manager.
· Hours of Operation. Monday – Thursday, 9am – 8PM (EST), excluding national holidays, and Friday 9am – 6pm (EST). Inquiries made on Saturday and Sunday will be responded to by the close of business 8pm (EST) on the coming Monday.
· Scheduled Maintenance. CentralReach strives to schedule updates and site maintenance between 7pm – 7am (EST), during weekdays, weekends and holidays. However, maintenance may also occur at any other time as is necessary to provide top tier service to our Customers.
- Customer Responsibilities
· Access by Employees and Contractors. Customer may allow its employees and contractors to access the Service in compliance with the terms of this Terms Agreement and the applicable Order, which access must be for the sole benefit of Customer. Customer is responsible for the compliance with this Terms Agreement by its employees and contractors.
· Restrictions and Responsibilities. Customer may not (i) sell, resell, rent or lease the Service, use the Service beyond its internal operations or reverse engineer the Service, (ii) use the Service to store or transmit infringing, unsolicited marketing emails, 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), (iii) interfere with or disrupt the integrity or performance of the Service, (iv) attempt to gain unauthorized access to the Service or its related systems or networks, (v) remove or modify any proprietary marking or restrictive legends in the Service, (vi) use the Service in violation of any law, including without limitation, Health Insurance Portability and Accountability Act (“HIPAA”), Telephone Consumer Protection Act and any spam laws (for example, CAN SPAM), (viii) encourage, assist or authorize any other person to copy, modify, reverse engineer, decompile, disassemble or otherwise tamper with CentralReach Software, whether in whole or in part, or create any derivative works from or of the CentralReach Software, (ix) access the Service to build a competitive product or service, or copy any feature, function or graphic of the Service for competitive purposes; or (iix) fail to implement measures to protect patient privacy per HIPPA regulations. Customer is solely responsible for Customer Information (as that term is defined below), must use commercially reasonable efforts to prevent unauthorized access to the Service, must notify CentralReach promptly of any such unauthorized access, and may use the Service only in accordance with its user guide, applicable law and this Terms Agreement.
· Access and Use. Customer agrees that its employees and contractors shall each have separate accounts and no two employees or contractors shall have access to any single account.
· Removal of Data from Platform. Customer understands that the intended HIPAA security of the CentralReach Platform is negated when data is taken off the platform. Customer is solely responsible for ensuring PHI remains protected when it is exported, downloaded or otherwise removed from the CentralReach Platform by Customer.
· Customer Information. All data, information, images and files entered or uploaded by Customer to the Service remain the sole property of Customer, as between CentralReach and Customer (“Customer Information”), subject to the other terms of this Terms Agreement. Customer grants CentralReach a non-exclusive, royalty-free license to modify, store, transmit and otherwise use the Customer Information for purposes of CentralReach performing under this Terms Agreement. Notwithstanding the foregoing, Customer expressly agrees that if Customer’s access to the Service is suspended for non-payment of fees in accordance with Section 4(d), CentralReach will have no obligation to provide Customer Information to Customer until Customer remedies such non-payment as provided in this Agreement.
· Accuracy of Information Provided by Customer. Customer represents and warrants to CentralReach that all Customer Information, Content (as that term is defined below) and other material provided under Customer’s account, by Customer or on its behalf, is true, correct and accurate. If Customer learns that any Customer Information or Content provided to CentralReach as part of the Service is not true, correct or accurate, Customer must immediately notify CentralReach by phone and in writing of this fact, and shall provide the true, correct and accurate information to CentralReach. CentralReach relies on Customer’s representations regarding the truth, accuracy and compliance with laws of Customer Information and Content. AS A MATERIAL INDUCEMENT TO CENTRALREACH ENTERING INTO THIS TERMS AGREEMENT, CUSTOMER SPECIFICALLY AGREES THAT CENTRALREACH IS NOT LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OR DAMAGE CAUSED BY CUSTOMER’S FAILURE TO COMPLY WITH THIS PARAGRAPH, IRRESPECTIVE OF ANY ACT OR OMISSION ON THE PART OF CENTRALREACH.
· Aggregation Services and De-identified Data. CentralReach may use protected health information to provide Customer with data aggregation services (as that term is defined by HIPAA) and to create de-identified data in accordance with 45 CFR 164.514(a)-(c) retaining any and all ownership claims related to the de-identified data it creates from protected health information. CentralReach may use, during and after the termination of this Terms Agreement, all aggregate anonymized information and de-identified data for purposes of enhancing the Service, technical support, research and other CentralReach business purposes, all in compliance with the HIPAA Privacy Standards, including without limitation the limited data set and de-identification of information regulations.
· Meaningful Use. Customer and providers intending to attest for Meaningful Use agree to follow the processes and procedures recommended in aggregate Meaningful Use training such that CentralReach’s tracking and reports function appropriately.
- Additional Terms - Applicable to CentralReach Marketing
· Content. Customers may upload or submit content, files and information to the Service (Content). As between CentralReach and Customer, all Content belongs to Customer, and Customer hereby grants CentralReach a non-exclusive irrevocable, perpetual, royalty free license to display, store, distribute, share, modify and otherwise use such Content for purposes of this Terms Agreement, including without limitation a license to syndicate the Content to third party publisher sites. Notwithstanding the foregoing, Customer expressly agrees that if Customer’s access to the Service is suspended for non-payment of fees in accordance with Section 4(d), CentralReach will have no obligation to provide Content to Customer until Customer remedies such non-payment as provided in this Terms Agreement.
· Warranties. Customer represents and warrants to CentralReach that:
- Any Content submitted to the Service does not violate any copyright, trade secret, privacy or other third party right,
- It will not submit any Content that is untrue, defamatory, harmful to any person, or violates HIPAA Privacy Rules, State or Federal laws on patient privacy, and
- All patient testimonials submitted by Customer are accurate and are submitted with the patient's consent, and comply with ethical guidelines of professional medical associations as well as state and local medical and private practice boards and governing bodies.
· Reminders and SMS Messages. Customer agrees that registering for the Service or using and of the features constitutes a request for CentralReach to send email, fax, phone call, or SMS reminders about upcoming appointments, special oﬀers, and upcoming events. CentralReach shall not be responsible for any text messaging or data transmission fees incurred by Customer or Customer’s employees or contractors. If Customer provides a cellular phone number and agrees to receive communications from CentralReach, Customer specifically authorizes CentralReach to send text messages or calls to such number. Customer represents and warrants it has the authority to grant such authorization. Customer is not required to consent to receive text messages or calls as a condition of using the Service and may opt out of such messages through the Service. If Customer elects to opt out of receiving text message or calls as part of the Service, Customer shall do so within the Service. For more information on this see paragraph 3 of this Terms Agreement.
· Reviews & Opinions. CentralReach does not endorse, validate as accurate, or necessarily agree with any of the reviews, links and user generated content from users or customers on the service provided by CentralReach. CentralReach reserves sole discretion to refuse to publish any patient review provided by Customer.
- The Service may attempt to send automated or human-based alerts when reviews are provided on third party websites, but CentralReach does not guarantee the accuracy, completeness or timeliness of such alerts.
Advertisements. CentralReach reserves the right to place advertisements or messages from third parties on free claimed listings web pages as well as free versions of the Service. Such advertisements or messages from third parties may be visible to users as well as Customers.
- Additional Terms – Use of Software
Customer may use CentralReach Software solely for purposes of enabling Customer to use and enjoy the Service and as permitted by the Terms Agreement. Customer may not incorporate any portion of the CentralReach Software into Customer’s own programs or compile any portion of CentralReach Software in combination with Customer’s own programs, transfer CentralReach’s Software for use with another service, or sell, rent, lease, lend, loan, distribute or sub-license the CentralReach Software or otherwise assign any rights to the CentralReach Software in whole or in part unless specifically allowed under this Terms Agreement. All software used by CentralReach in providing the Service is the sole property of CentralReach or its software suppliers and protected by United States and international copyright laws.
- · Collected Information. We collect contact Information such as name, email address, mailing address, phone number. As is true of most Websites, we automatically gather information about your computer such as your IP address, browser type, referring/exit pages and operating system.
- · How Collect Information is Used. This collected information is used to: personalize your experience on the Website; and you requested product or service information; send product updates via email; improve customer service; administer your account; respond to your questions and concerns; administer contest, promotion, survey or other site features or; solely with the objective of fulfilling those purposes previously specified and for other compatible purposes, unless we obtain your consent or as required by law.
- · Retention of Collected Information. We will retain your information for as long as your account is active or as needed to provide you services. If you wish to cancel your account or request that we no longer use your information to provide you services, please contact us. We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements.
- · Opting Out. You may choose to stop receiving our newsletter, marketing emails or other associated messagaes by following the unsubscribe instructions included in these emails or you can contact us at 1-800-939-5414.
- · Changing Information. Please note that users cannot update or delete previously submitted information. If your information (such as your email address) should change, we ask that you re-submit a registration form or request.
- · Use of Web Beacons. Our Web pages contain electronic images known as Web Beacons (sometimes called single-pixel gifs) and are used along with cookies to compile aggregated statistics to analyze how our site is used and may be used in some of our emails to let us know which emails and links have been opened by recipients. This allows us to gauge the effectiveness of our customer communications and marketing campaigns.
- · Customer Testimonials. We post customer testimonials, comments, and reviews on our Website which may contain personally identifiable information. We do obtain the customer’s consent via email prior to posting the testimonial to post their name along with their testimonial. To request removal of your personal information from Testimonials or comments please contact us.
- · Other Websites. Our Site includes links to other Websites whose privacy practices may differ from those of CentralReach. If you submit personal information to any of those sites, your information is governed by their privacy statements. We encourage you to carefully read the privacy statement of any Website you visit.
- · Securing Collected Information. CentralReach has numerous security measures in place to help protect sensitive data within the system. These measures include a sign-in protected by SSL security. Your browser will usually display an indicator (such as a “lock” icon) when using a secure SSL connection. All CentralReach software applications communicate with a server hosted entirely by CentralReach. All communications are secured with public-key encryption. We follow generally accepted industry standards to protect the personal information submitted to us, both during transmission and once we receive it. No method of transmission over the Internet, or method of electronic storage, is 100% secure, however. Therefore, we cannot guarantee its absolute security. To report a security violation, please promptly call us at 1-800-939-5414.
4) PAYMENT FOR SERVICES
Customer must pay all fees as specified on the Order and related services as incurred in accordance with this Terms Agreement and as specified on the Pricing Policy page. Unless otherwise stated in the Order, invoiced charges are due upon receipt. Customer is responsible for providing complete and accurate billing and contact information to CentralReach and notifying CentralReach of any changes to such information.
- Payment Deadlines
The Customer will pay CentralReach for its services upon receipt of CentralReach's invoice (“Invoice”) via ACH initiated by CentralReach, ACH initiated by Customer or Credit Card. Customer’s payment is considered late if it is not received within thirty (30) calendar days of the date of the Invoice being rendered by CentralReach. Customer agrees that for any payment not received within forty (40) calendar days (30 calendar days plus a 10 calendar day grace period) of the date of the Invoice that CentralReach shall have a right to suspend Customer’s account in accordance with Paragraph 4)d. of this Terms Agreement and shall have a right to initiate the process to permanently terminate Customer’s account in accordance with Paragraph 5)b. of this Terms Agreement.
- Dispute of Invoice
Customer shall have thirty (30) days from the date of an Invoice to review the Invoice and dispute the accuracy of said Invoice. If Customer elects to dispute the accuracy of any Invoice they must do so in writing. If Customer fails to dispute the Invoice within thirty (30) days of the date of Invoice, Customer waives its right to contest the accuracy of the Invoice and waives any defenses related to the accuracy of the Invoice in an action to collect the amounts due pursuant to the Invoice. If Customer disputes any portion of an Invoice, Customer agrees it shall be responsible for making timely payment on the undisputed portion of the Invoice.
- Suspension of Service for Non-Payment
CentralReach may suspend Service if Customer has not paid amounts owed to CentralReach as provided by Paragraph 4)b. of this Terms Agreement. In advance of any suspension, CentralReach will make commercially reasonable efforts to send a minimum five (5) day email notice of payment default to Customer at the email address provided by Customer prior to suspension. Customer is solely responsible for updating its contact information with CentralReach and notifying CentralReach of any changes to such information.
- Credit Card and ACH
Customer must pay all fees in US currency with a credit card or via ACH upon receipt of an invoice from CentralReach. If the credit card or ACH is not valid or the payment is not otherwise made, Customer must pay the amount owed upon receipt of an invoice. Customer hereby authorizes CentralReach to charge such credit card or withdraw from Customer’s bank account via ACH for all purchased Services and related services, and any renewals. If Customer’s credit card or ACH cause CentralReach to incur any fees as a result of a cancellation, insufficient funds, or any similar instance, Customer expressly agrees it shall reimburse CentralReach in full for said charge.
CentralReach’s fees as specified in Pricing Policy Page do not include any taxes, levies or other similar governmental assessments (Taxes). Customer shall be responsible for the payment of all Taxes associated with its purchases under this Terms Agreement. CentralReach is solely responsible for Taxes assessable against CentralReach based on its income, property and employees.
- Fee Changes
All fees may be changed with thirty (30) days’ advanced email notice (or other acceptable forms of written communication) to Customer at the email address provided by Customer. Customer is solely responsible for updating its contact information with CentralReach and notifying CentralReach of any changes to such information. By continuing to utilize the Service after receiving notice of a fee change Customer expressly agrees it accepts said fee changes.
- Refund of Credits for Cancellation
CentralReach will not refund or credit subscriptions for partial monthly use, employee deactivation or organization account cancellation.
- Postage Fees
Since postage rate increases are publicly announced by the United States Postal Service, Customer expressly agrees that CentralReach will automatically apply the postage rate increase to all services impacted by the change without advanced notice.
5) TERM, TERMINATION, AND RETURN OF DATA
Unless the duration of Services is otherwise noted in a written agreement between the Parties, CentralReach’s Services are charged month-to-month and may be terminated by either party with or without cause by providing thirty (30) days advanced notice. Customer termination notices should be made in writing to the Customer’s Account Manager or via email to email@example.com. All accounts (organizational, employee, or client) which do not demonstrate login for thirty (30) days will, at CentralReach’s discretion, be considered inactive and may be terminated on the thirty-first (31st) day.
- Termination for Material Breach
CentralReach may terminate the Service if Customer material breaches any term of the Service Agreement and does not cure the breach within fifteen (15) days of written notice of breach being sent. For purposes of this Terms Agreement, non-payment within forty (40) days of the date of an Invoice shall be a material breach. Nothing herein shall alter CentralReach’s right to suspend Customer’s Service pursuant to Paragraph 4 of this Terms Agreement for non-payment, and no additional time provided by CentralReach to Customer shall serve as a waiver of CentralReach’s right to thereafter terminate Customer’s account without additional notice.
- Return of Data
CentralReach will have no obligation to provide Customer Information or Content to Customer upon termination of the Service Agreement. Notwithstanding the foregoing, CentralReach may retain Customer Information and Content for sixty (60) days from such termination in accordance with section d. below. The Customer is solely responsible for exporting all client and employee data prior to the termination of the Service Agreement (or last billing cycle). Exported data is provided to the Customer in an Excel (.XLS), Microsoft Word (.DOC), or Comma Separated Values File (.CSV) depending on the module. Customer can seek support for data export prior to termination from CentralReach support staff, subject to any support costs.
- Data Retention Period Post Termination
CentralReach will retain all data for a minimum of sixty (60) days after the termination of the Service Agreement as a safeguard in case the Customer requires more information, including those accounts terminated due to non-payment or inactivity. This sixty (60) days is known as the Data Retention Period. Customers will be responsible during this post termination period to make all requests for additional data exports in writing to CentralReach as account access may be restricted. After the sixty (60) day post termination period expires, CentralReach may appropriately remove or delete any Customer data that contains Protected Health Information (PHI) and shall not be responsible any damage caused by said removal. It is the Customer’s responsibility to comply with all state and HIPAA regulatory medical records requirements, which may be up to ten (10) years depending on the state.
- Customer Actions upon Termination
Upon termination, Customer must pay any unpaid Invoices and destroy all CentralReach property in Customer’s possession. Customer, upon CentralReach’s request, will confirm in writing within ten (10) days of said request that it has complied with this requirement.
- Suspension or Termination of Service for Violation of Law or the Agreement
Notwithstanding the foregoing, CentralReach may immediately suspend or terminate the Service without notice to Customer and remove applicable Customer Information or Content if CentralReach in good faith believes that, as part of using the Service, Customer may have violated a law or any third-party rights. CentralReach may try to contact Customer in advance, but it is not required to do so.
6) WARRANTY/SERVICE LEVEL AGREEMENT/DISCLAIMERS
CentralReach will make commercially reasonable efforts to maintain uptime of ninety-nine percent (99%). CentralReach utilizes Amazon Web Services (AWS) and has no control over downtime as a result of AWS issues.
- Software Maintenance
In order to keep the CentralReach Software up-to-date, CentralReach may offer automatic or manual maintenance at any time and without notice to Customer. Customer agrees any maintenance is for Customer’s benefit in use of the Service and any delays in Service while maintenance is completed are an agreed upon consequence of utilizing the Service.
- Mutual Compliance with Laws
Each Party represents and warrants to the other Party that it will comply with all applicable laws regarding its performance under the Service Agreement. Without limiting the foregoing, Customer must comply with all export and re-export restrictions and regulations of the Department of Commerce and other United States agencies and authorities that may apply to CentralReach Software. If you are a U.S. Government end user, we are licensing the CentralReach Software to you as a “Commercial Item” as that term is defined in U.S. Code of Federal Regulations (see 48 C.F.R. §2.101), and the rights CentralReach grants you to the CentralReach Software
- NO MEDICAL ADVICE PROVIDED BY CENTRALREACH
Customer expressly agrees that the Service, including any customer support, does not and shall not constitute providing medical advice, medical or diagnostic services, or prescribing medication. Use of the Service is not a substitute for the professional judgment of health care providers in diagnosing and treating patients. Customer agrees that it is solely responsible for verifying the accuracy of patient information (including, without limitation, obtaining all applicable patients' medical and medication history and allergies), obtaining patient’s consent to use the Service (including without limitation the Patient Portal), and for all its decisions or actions with respect to the medical care, treatment, and well-being of its patients, including without limitation, all of Customer’s acts or omissions. Any use or reliance by Customer upon the Service will not diminish that responsibility. Customer assumes all risks associated with Customer’s clinical use of the Service for the treatment of patients. Neither CentralReach nor its licensors assume any liability or responsibility for damage or injury (including death) to Customer, a patient, other person, or tangible property arising from any use of the Services.
- CUSTOMER’S COMPLIANCE WITH MEDICAL RETENTION LAWS, PRIVACY LAWS AND PATIENT RECORDS ACCESS
Customer is responsible for understanding and complying with all state and federal laws related to retention of medical records, patient access to information and patient authorization to release data. Customer agrees that it will obtain any necessary patient consent prior to using the Service (including without limitation the Patient Portal) and will apply settings to exclude information from availability in the Patient Portal as necessary to comply with state or federal law. This includes Customer’s agreement to protect any Protected Health Information removed from the Service via download or otherwise, and to ensure reasonable policies and procedures are in place to protect login and account access to the Service.
- DISCLAIMER OF ALL WARRANTIES
CENTRALREACH DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE OR WITHOUT DELAY, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WHILE CENTRALREACH TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, CENTRALREACH DOES NOT GUARANTY THAT THE SERVICE CANNOT BE COMPROMISED AND CENTRALREACH SHALL HAVE NO LIABILITY TO CUSTOMER OR THIRD PARTIES FOR ANY DAMAGES ARISING FROM A SECURITY BREACH. CENTRALREACH DISCLAIMS ANY WARRANTY REGARDING ANY PERCENTAGE OF COLLECTION OF CLAIMS FOR CUSTOMER.
- Third Party Services
7) MUTUAL CONFIDENTIALITY
- Definition of Confidential Information
Confidential Information means all non-public information disclosed by CentralReach (“Discloser”) to Customer or its employees or contractors (“Recipient”), 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 (“Confidential Information”). CentralReach's Confidential Information includes without limitation the non-public portions of the Service.
- Protection of Confidential Information
The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees, contractors and clients (as the case may be) who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this Terms Agreement. The Recipient may disclose Confidential Information (i) to the extent required by law or legal process; (ii) to its legal or financial advisors, provided that such advisors are bound by a duty of confidentiality that includes use and disclosure restrictions; and (iii) as required under applicable securities regulations. Prior to disclosing any Confidential Information, Recipient agrees to provide Discloser five (5) days written notice of its intent to disclose said Confidential Information. In addition, each Party may disclose the terms and conditions of this Agreement on a confidential basis to current and prospective investors, acquirers and lenders and their respective legal and financial advisors in connection with due diligence activities without providing advanced notice.
Confidential Information excludes information that: is or becomes generally known to the public without breach of any obligation owed to Discloser; was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser; is received from a third party without breach of any obligation owed to Discloser; or was independently developed by the Recipient without use or access to the Confidential Information.
8) PROPRIETARY RIGHTS
- Reservation of Rights by CentralReach
The software, workflow processes, user interface, designs, know-how and other technologies (“Proprietary Property”) provided by CentralReach as part of the Service are the Proprietary Property of CentralReach and its licensors, and all right, title and interest in and to such Proprietary Property, including all associated intellectual property rights, remain only with CentralReach. Customer expressly agrees that nothing in the Service Agreement is intended to grant Customer any rights to the Proprietary Property or any other CentralReach intellectual property unless expressly granted in the Service Agreement and that all rights to Proprietary Property and intellectual property are expressly reserved by CentralReach. Customer agrees that this paragraph shall survive the termination of this Service Agreement.
- Third Party Intellectual Property
Customer agrees that it shall not utilize CentralReach’s Service or Software to infringe on any third party’s intellectual property rights.
- AMA Content
The AMA Content is licensed to Customer as follows: CentralReach grants Customer a non-exclusive, license for the duration of the Service to use such materials for Customer’s internal use solely with the Service, with the right to make additional copies of the material for such duration and purpose (“Licensed Documentation”). AMA Content means the coding work of nomenclature and codes for reporting of healthcare services from the print publication Current Procedural Terminology, Fourth Edition and the data file of Current Procedural Terminology (CPT) published by the American Medical Association in the English language as used in the United States.
· AMA Restrictions: Customer may not use outside the United States, publish, distribute or create any derivate work (including without limitation translation), transfer, sell, lease, license or otherwise make available the AMA Content or Licensed Documentation, or a portion or copy of such content and documentation, except as expressly provided in this Terms Agreement. This sublicense is limited to one (1) user for each active provider associated with Customer’s account. Customer is responsible for seeking additional user licenses directly from the American Medical Association if it requires more than one (1) user license per active provider. CPT is a copyright and a registered trademark, of the American Medical Association.
9) LIMITS ON LIABILITY.
- No Indirect Damage. CentralReach shall have no liability to Customer or third parties for any indirect, special, or consequential damages (including without limitation, costs of delay, loss of data or information, lost profits or revenues or loss of anticipated cost savings) arising under or related to this Agreement, even if CentralReach is advised of the possibility of such loss or damage. CUSTOMER EXPRESSLY AGREES TO THIS WAIVER OF DAMAGES.
- Limit. CentralReach’s total liability for all damages arising under or related to this Agreement (in contract, tort or otherwise) shall not exceed the actual amount paid by Customer within the 6-month period preceding the event which gave rise to the claim.
- General Indemnity
To the extent allowed by applicable law, Customer shall indemnify, defend, and hold harmless CentralReach against all third-party claims (including without limitation by governmental agencies), demands, damages, costs, penalties, fines, regulatory actions and expenses (including reasonable attorneys’ fees and costs incurred by CentralReach’s counsel of choice) arising out of or related to:
- · the use of the Service by Customer,
- · Customer’s breach of any term in the Service Agreement,
- · any unauthorized use, access or distribution of the Service by Customer, or
- · violation of any individual’s privacy rights related to information submitted under Customer’s account, or fraudulent, invalid, duplicate, incomplete, unauthorized, or misleading information submitted under Customer’s account or by Customer.
11) GOVERNING LAW AND ARBITRATION
- Governing Law and Venue
The Service Agreement is governed by the laws of the State of FLORIDA (without regard to conflicts of law principles) for any dispute between the Parties or relating in any way to the subject matter of the Service Agreement or use of CentralReach. The Parties expressly agree that the Courts sitting in Broward County, Florida shall have exclusive jurisdiction in any action arising out of or connected in any way to the Service Agreement or use of CentralReach, and each Party consents to personal jurisdiction of and venue in such matter.
- General Arbitration Process
CUSTOMER EXPRESSLY AGREES BY USING THE SERVICE THAT any dispute or claim that may arise between the Parties relating in any way to or arising out of the Service Agreement, Customer’s use of or access to the Service (“Claim”), must be resolved exclusively through final and binding arbitration (rather than in court) under the then current commercial rules of the American Arbitration Association in Broward County, Florida. Any judgment on the award rendered by the arbitrator is final and may be entered in any court of competent jurisdiction within the State of Florida. The prevailing Party in any arbitration is entitled to recover its attorneys’ fees and costs from the other Party.
- Optional Arbitration for Claims Less than $10,000
Notwithstanding the foregoing, for any Claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the Party requesting relief may choose to resolve the dispute in a more cost-effective manner through binding non-appearance-based arbitration. If a Party elects arbitration, they must initiate such arbitration through an established alternative dispute resolution (ADR) provider mutually agreed upon by the Parties. Such ADR process shall take place in Broward County, Florida. The ADR provider and the Parties must comply with the following rules: (i) the arbitration will be conducted by telephone, online and be solely based on written submissions, the specific manner will be chosen by the Party initiating the arbitration; (ii) the arbitration will not involve any personal appearance by the Parties or witnesses unless otherwise mutually agreed by the Parties; and (iii) any judgment on the award rendered by the arbitrator is final and may be entered in any court of competent jurisdiction. The prevailing Party in any such arbitration procedure shall be entitled to recover its attorneys’ fees and costs from the other Party.
Notwithstanding Sections 11(b) and 11(c), CentralReach may enforce its rights and obligations under the Service Agreement in any court of competent jurisdiction within Broward County, Florida.
- Equitable Relief
Notwithstanding anything above, CentralReach may seek and obtain injunctive and equitable relief in any court of competent jurisdiction within Broward County, Florida without restriction or required process in this Terms Agreement.
- PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS
EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL PARTY BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, CLASS OR REPRESENTATIVE PROCEEDING.
12) OTHER TERMS
- No Solicit or Hire Clause
Customer acknowledges that CentralReach invests considerable time and expense in the training of its employees and independent subcontractors in the services to be provided under this Service Agreement. Customer agrees that for the full term of the Service Agreement, and for two (2) years after the Service Agreement’s termination, Customer will not solicit or employ in any capacity, whether as a direct employee, independent contractor or as a representative of another company providing similar services to Customer as CentralReach, any person employed by CentralReach at any time during the term of the Service Agreement whose duties involve providing the Service, whether for Customer or other CentralReach customers.
- Consent to Electronic Notice, Communications and Transactions
For purposes of messages and notices about the Service (including without limitation, collections and payments issues), CentralReach may send email notices to the email address associated with Customer's account or provide in service notifications. For certain notices (e.g., notices regarding termination or material breaches), CentralReach may send notices to the postal address provided by Customer. Customer express agrees that notice via email or postal service to the contact information provided by Customer in the Order shall be sufficient to satisfy any notice requirements found in the Service Agreement. CentralReach has no liability associated with Customer's failure to maintain accurate contact information within the Service or its failure to review any emails or in Service notices. Customer will have the ability to enter into agreements, authorizations, consents and applications; make referrals; order lab tests; prescribe medications; or engage in others transactions electronically. CUSTOMER AGREES THAT ITS ELECTRONIC SUBMISSIONS VIA THE SERVICES IN CONNECTION WITH SUCH ACTIVITIES CONSTITUTE ITS AGREEMENT TO BE BOUND BY SUCH AGREEMENTS AND TRANSACTIONS, AND APPLIES TO ALL RECORDS RELATING TO SUCH TRANSACTIONS. Customer represents and warrants that it has the authority to take such actions.
- Entire Agreement and Changes
The Service Agreement constitutes the entire agreement between the Parties, and supersedes all prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this Terms Agreement. No representation, promise or inducement not included in this Terms Agreement is binding. No modification or waiver of any term of this Terms Agreement is effective unless in writing and signed by both Parties. Notwithstanding the foregoing, CentralReach may modify any part of Service Agreement by notifying Customer of the changes thirty (30) days prior to the effective date of such changes. Nothing herein is intended nor shall it serve to prevent CentralReach from exercising the rights found in the Service Agreement, including the right to modify fees and this Terms Agreement. Customer agrees that by continuing to use the Service it accepts any modified terms or fees.
If Customer provides feedback or suggestions about the Service, then CentralReach (and those it allows to use its technology) may use such information without obligation to Customer.
- Beta Features
If Customer is invited to access any beta features of the Service or a Customer accesses any beta features of the Service, Customer acknowledges that: (a) such features have not been made commercially available by CentralReach; (b) such features may not operate properly, be in final form or fully functional; (c) such features may contain errors, design flaws or other problems; (d) it may not be possible to make such features fully functional; (e) use of such features may result in unexpected results, corruption or loss of data, or other unpredictable damage or loss; (f) such features may change and may not become generally available; and (g) CentralReach is not obligated in any way to continue to provide or maintain such features for any purpose in providing the ongoing Service. These beta features are provided AS IS, with all faults. Customer assumes all risk arising from use of such features, including, without limitation, the risk of damage to Customer’s computer system or the corruption or loss of data.
- No Assignment
The Parties may not assign or transfer the Service Agreement to a third party, except that the Service Agreement may be assigned (without consent) as part of a merger, or sale of all or substantially all of the business or assets of a Party.
In the event that any one (1) or more provisions of the Service Agreement is held invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions contained in this Agreement shall not in any way be affected or impaired thereof
- Separate Entities
Nothing herein shall be construed as creating a partnership or joint venture between Customer and CentralReach. The Parties expressly agree that they are separate and distinct business entities whose entire relationship is governed by the Service Agreement. Any rights not expressly granted in the Service Agreement are expressly reserved by CentralReach.
- Survival of Terms
All terms survive termination of the Service Agreement that by their nature survive for a Party to assert its rights and receive the protections of this Terms Agreement. The Convention on Contracts for the International Sale of Goods does not apply.
- Customer Name
CentralReach may use Customer's name and logo in customer lists and related promotional materials describing Customer as a customer of CentralReach, which use must be in accordance with Customer’s trademark guidelines and policies, if any, provided to CentralReach.
- Representation and Warranties
The Parties represent and warrant that they have full right, power and authority to enter into this Service Agreement and have the financial wherewithal to perform hereunder.
CentralReach’s failure or delay in exercising any power or right under the Service Agreement shall not operate as a waiver thereof, nor will any single or partial exercise of any such power or right preclude any other exercise of a right or power. No waiver will be effective against CentralReach unless in writing and signed by CentralReach.
- Force Majeure
If CentralReach is prevented or delayed from timely completing its obligations under this Terms Agreement due to accidents, riots, strikes, epidemics, Acts of God, acts of war or terrorism, or any other condition beyond CentralReach’s control (each a “Force Majeure Event”), CentralReach will notify the Customer in writing as soon as practicable following the commencement of such Force Majeure Event and shall be alleviated of its obligations to perform until the Force Majeure Event is alleviated and shall not be breach of the Service Agreement.
- All Documents and Agreements
Customer agrees that it has received copies of or has access to every document referenced in this Terms Agreement, including all component documents that form the Terms Agreement. If Customer does not have copies of or access to any document referenced in this Terms Agreement, including the Additional Agreement, Customer shall immediately notify CentralReach in writing of same and CentralReach will provide Customer with.
- Copyright Complaints
CentralReach respects the intellectual property of others, and we ask our Customers to do the same. CentralReach may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of Customers who may be repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide CentralReach’s Copyright Agent the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- a description of the copyrighted work or other intellectual property that you claim has been infringed;
- a description of where the material that you claim is infringing is located on the site;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
CentralReach’s Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:
c/o Peter Leiner
371 S. Federal Highway
Pompano Beach, Florida 33062
- Effect of Headings
The paragraph and section headings of this Terms Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or intent of any paragraph or section of this Terms Agreement and in no way affect this Terms Agreement.
Last Updated: February 21, 2018