Terms of Service

CENTRALREACH TERMS OF SERVICE

Last Revised: March 25th, 2019

By subscribing to or accessing or using any of the Services you agree to be bound by these Terms. If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising to CentralReach that you have the authority to bind that organization to these Terms (in which event, the terms “Customer”, “you” and “your” will refer to that organization).  Customer may use the Services only in compliance with these Terms and only if you have the power to form a contract with CentralReach and are not barred under any applicable laws from doing so. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MUST NOT USE THE SERVICES. Should you have any questions concerning these Terms, please contact us at contracting@centralreach.com

 

1. GOVERNING DOCUMENTS

Customer understands that use of the Services is also governed by Customer’s Order (also known as the Service Proposal), Business Associate Agreement, Pricing Policy, Privacy Policy, and Security Policy (collectively “Additional Agreements”). The Additional Agreements are incorporated herein by reference and made a part of these Terms for all purposes. By utilizing the Services, Customer acknowledges and agrees it has received copies of the Additional Agreements, understands their terms and agrees to be bound by their terms, which in conjunction with these Terms 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.

  1. Customer’s Order;
  2. Terms of Service;
  3. Business Associate Agreement;
  4. Pricing Policy;
  5. Privacy Policy; and
  6. Security Policy

2. DEFINITIONS

Capitalized terms not otherwise defined herein shall have the meaning assigned to them in Customer’s Order.

3. TERM, TERMINATION, AND RETENTION OF DATA

  1. Term
    Unless the duration of the Services subscription is otherwise stated in a written agreement between the Parties, Customer’s subscription to use the Services shall be for a thirty (30) day period, and fees for the Services shall be charged on a monthly basis. The Services subscription shall automatically renew for additional thirty (30) day periods at the end of any term, unless and until terminated by either party upon written notice at least thirty (30) days prior to the expiration of the then-current term. Customer termination notices should be made in writing via email to contracting@centralreach.com.  In no event will Customer be entitled to reimbursement of any fees paid for a subscription term.
  2. Termination for Material Breach
    Unless otherwise stated in a written agreement between the Parties, either Party may terminate the Service Agreement during the Initial Term or any Renewal Term if the other Party materially breaches any term of the Service Agreement and does not cure the breach within fifteen (15) days of receipt of written notice of such breach. For purposes of the Service Agreement, non-payment within forty (40) days of the date of an Invoice shall be a material breach. If CentralReach terminates the Service Agreement due to a material breach by Customer, Customer shall be obligated to pay the full balance as set forth in Section 3.c. of these Terms.  Nothing herein shall alter CentralReach’s right to suspend Customer’s Service pursuant to these Terms 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.
  3. Early Termination
    Customer agrees that the full balance of Customer’s Initial Term subscription as provided in Customer’s Order will be due if CentralReach terminates the Service Agreement in accordance with Section 3.b. of these Terms, or Customer terminates during the first ninety (90) days of the Service Agreement for any reason other than allowed by Section 3.b. of these Terms (“Full Subscription Payment”). The Subscription Payment shall be calculated by utilizing the Amount owed in Customer’s Order and multiplying the Amount owed by the number of months remaining in the Initial Term. If Customer terminates the Service Agreement after the first ninety (90) days of the Initial Term for any reason other than as allowed by Section 3.b. of these Terms, Customer shall be responsible for providing a payment of three (3) months of subscription fees calculated by multiplying the Amount owed in Customer’s Order by three (3). In the case of termination of only a feature or platform, the Subscription Payment solely for that feature or platform shall become due and owing pursuant to this Section 3.c.
  4. Retention of Data
    CentralReach will retain Customer Information and Content (as defined below) for sixty (60) days from termination in accordance with Section 3.e. below. The Customer is solely responsible for exporting all Customer and employee data prior to the termination of the Service Agreement (or last billing cycle). Customer can export data in an Excel (.XLS), Microsoft Word (.DOC), or Comma Separated Values File (.CSV) format depending on the module. Customer can seek support for data export prior to termination from CentralReach support staff, subject to any support costs.
  5. 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 Data Retention Period to make all requests for additional data exports in writing to CentralReach as account access may be restricted. After the Data Retention Period expires, CentralReach may appropriately remove or delete any Customer Information that contains protected health information and shall not be responsible any damage caused by said removal. It is the Customer’s responsibility to comply with all laws in its use of the Services, including state and HIPAA requirements governing medical records.
  6. Customer Actions upon Termination
    Upon termination, Customer shall 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.
  7. 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 will provide Customer written notice of such action and shall be responsible for ensuring all Customer Information and Content is recoverable for export purposes.

4. USE OF SERVICE

  1. CentralReach Responsibilities
    • Implementation. CentralReach will work expeditiously to complete any implementation training set forth in the Order Form. However, Customer understands and agrees the implementation process is dependent on Customer’s cooperation and attentiveness to requests for information, scheduling of training, and completion of the data import process. Any delays in implementation caused by Customer shall not impact the billing start dates set forth in the Order. If delays in implementation are caused by CentralReach, Customer’s sole remedy shall be a delay in in the Subscription Billing Start Date.
    • Data Import. Except as otherwise provided in the Pricing Policy, CentralReach agrees to import Customer Information utilizing CentralReach’s Data Import Template as a complimentary service one (1) time as part of execution of a new Order. CentralReach shall not be responsible for importing data that is not provided by Customer on the CentralReach Data Import Template in the required format. Customer expressly agrees that CentralReach shall only be responsible for importing data provided on the CentralReach Data Import Template one time when Customer executes a new Order, and any future requests will be subject to CentralReach’s customary import charges. Customer further acknowledges and agrees that it shall be solely responsible for confirming the accuracy of data prior to initiating the data import. Any correction of inaccurate data after the initial data import will be subject to CentralReach’s customer charges. Any audits performed by CentralReach of Customer’s data are complimentary and shall not serve as billing, financial or other advice.
    • Support. CentralReach will use commercially reasonable efforts to provide customer support for the Services at the support level corresponding to the support plan to which Customer has subscribed (the “Support Plan”). Support plan 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 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.
    • Support 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.
  2. Customer Responsibilities
    • Access by Employees and Contractors.Customer may allow its employees and contractors to access the Services in compliance with these Terms and the applicable Order, which access must be for the sole benefit of Customer. Customer is responsible for the compliance with the Service Agreement by its employees and contractors. 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.
    • Restrictions and Responsibilities. Customer may not (i) sell, resell, rent or lease the Services, use the Services beyond its internal operations or reverse engineer the Services, (ii) use the Services 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 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, 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 the CentralReach Software, whether in whole or in part, or create any derivative works from or of the CentralReach 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) fail to implement measures to protect patient privacy per HIPAA regulations; (xi) 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; (xii) introduce any viruses, Trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful; or (xii) attack CentralReach, its Services, or any website operated by Central Reach via a denial-of-service attack or distributed denial-of-service attack. Customer is solely responsible for Customer Information (as defined below), shall use commercially reasonable efforts to prevent unauthorized access to the Services, shall notify CentralReach promptly of any such unauthorized access, and may use the Services only in accordance with its user guide, applicable law and the Service Agreement.
    • Removal of Data from Platform. Customer understands that the intended HIPAA security of the Services is negated when data is removed from the platform. Customer is solely responsible for ensuring that all protected health information remains protected when it is exported, downloaded or otherwise removed from the Services by or on behalf of Customer
    • Customer Information. As between CentralReach and Customer, all data, information, images and files entered or uploaded by Customer to the Service (“Customer Information”) remain the sole property of Customer, subject to the other terms of the Service Agreement. Customer grants CentralReach a perpetual, non-exclusive, royalty-free license to modify, store, transmit and otherwise use the Customer Information for purposes of CentralReach performing any Services under the Service 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 Services is not true, correct or accurate, Customer shall 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.
    • Warranties. Customer represents and warrants to CentralReach that:
      • i. All Customer Information and Content submitted to the Services does not infringe, misappropriate or otherwise violate any copyright, trade secret, privacy or other intellectual property or proprietary rights of any third party;
      • ii. Customer has all necessary rights and licenses to use all Customer Information and Content in associate with the Services and Customers use of the Services and instructions to CentralReach will not exceed such rights and licenses.
      • iii. It will not submit any Customer Information or Content that is untrue, defamatory, harmful to any person, or violates HIPAA or any state or federal laws regarding protected health information or patient privacy; and
      • iv. All submissions to CentralReach by Customer of any data, written material, or otherwise, including without limitation, patient testimonials, are accurate and are submitted with the consent of all necessary entities and individuals, and comply with all applicable ethical guidelines, including without limitation, those of professional medical associations as well as state and local medical and private practice boards and governing bodies.
  3. Additional Terms
    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 all purposes related to the Service 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 3.b. of these Terms, CentralReach will have no obligation to provide Content to Customer until Customer remedies such non-payment.  By sharing Content to the Services, Customer warrants and represents that Customer has the legal right to use the Content. The Services may also provide Customer with features like photo thumbnails, previews, easy sorting, editing, sharing, creating templates, and searching. These and other features may require CentralReach systems to access, store, and scan Content. Customer may also be able to share Content with others, so Customer is encouraged to think carefully about what Customer shares with others.
    Reminders and SMS Messages. Customer agrees that registering for or using the Services constitutes a request for CentralReach to make telephone call or to send email, fax 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 a 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 Services and may opt out of such messages at any time through the Services by following instructions from CentralReach. Not all mobile devices or handsets may be supported by aspect of the Services.  CentralReach and any mobile carriers are not liable for delayed or undelivered messages. Message and data rates may apply to any text messages. Message frequency depends on the nature of Customer’s request. Customer hereby agrees to be responsible for all costs, charges and fees you incur from your service or device provider as a result of choosing to receive such messages from CentralReach.
    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 Services 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 Services. Such advertisements or messages from third parties may be visible to users as well as Customers.
  4. Aggregation Services and De-Identified Data.
    CentralReach may use protected health information for 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 the Service Agreement, all aggregate anonymized information and de-identified data for purposes of enhancing the Services, technical support, and research, all in compliance with HIPAA, including without limitation the limited data set and de-identification of information regulations.

5. WARRANTY/SERVICE LEVEL AGREEMENT/DISCLAIMERS

  1. Availability
    • CentralReach will use commercially reasonable efforts to maintain Services uptime of ninety-nine percent (99%), excluding Services maintenance periods. CentralReach utilizes Amazon Web Services (AWS) and has no control over downtime because of AWS issues.
  2. Services Maintenance
    • In order to maintain the operation of the Services, CentralReach may conduct maintenance at any time and without notice to Customer. Customer agrees any maintenance is for Customer’s benefit in use of the Services and any delays in Services availability while maintenance is completed are an agreed upon consequence of utilizing the Services.
  3. NO MEDICAL OR OTHER ADVICE PROVIDED BY CENTRALREACH
    • Customer expressly agrees that the Services, including any customer support, does not and shall not constitute providing business advice, billing advice, medical advice, medical or diagnostic services, or prescribing medication. Use of the Services is not a substitute for the business judgment, and professional judgment of health care providers in diagnosing and treating patients and operating a company. Customer agrees that it is solely responsible for verifying the accuracy of patient information (including, without limitation, obtaining each patient’s medical and medication history and allergies), obtaining each patient’s consent to use the Services (including without limitation the Patient Portal portion of the Services), and for all its decisions or actions with respect to the medical billing, 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 Services will not diminish that responsibility. Customer assumes all risks associated with Customer’s use of the Services for the treatment of patients and submission of medical claims. 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.
  4. 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 Services (including without limitation the Patient Portal portion of the Services) 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 ensure reasonable policies and procedures are in place to protect login and account access to the Services.
  5. Disclaimer of Warranties
    • THE SERVICES AND ANY OTHER SERVICES OR MATERIALS PROVIDED BY CENTRALREACH UNDER THE SERVICE AGREEMENT ARE PROVIDED “AS IS” AND CENTRALREACH HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. CENTRALREACH SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, CENTRALREACH MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR ANY OTHER SERVICES OR MATERIALS PROVIDED BY CENTRALREACH UNDER THE SERVICE AGREEMENT, OR ANY RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE.  CUSTOMER SPECIFICALLY ACKNOWLEDGES THAT CENTRALREACH AND ITS THIRD-PARTY LICENSORS ARE NOT LIABLE FOR THE DEFAMATORY, INFRINGING, OBSCENE OR UNLAWFUL CONDUCT OF OTHER THIRD PARTIES OR USERS OF THE SERVICES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH CUSTOMER. CENTRALREACH FURTHER MAKES NO WARRANTY THAT ITS SERVICES WILL BE FREE OF VIRUSES, WORMS OR TROJAN HORSES OR THAT IT WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT OR SOFTWARE. YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT CENTRALREACH, ITS AFFILIATES AND THIRD-PARTY LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY TERMINATION, INTERRUPTION OF SERVICES, DELAYS, ERRORS, FAILURES OF PERFORMANCE, DEFECTS, LINE FAILURES, OR OMISSIONS ASSOCIATED WITH THE SERVICES OR YOUR USE THEREOF. YOUR SOLE REMEDY AGAINST CENTRALREACH FOR DISSATISFACTION WITH THE SERVICES IS TO CEASE YOUR USE OF THE SERVICES.  SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS, WHICH VARY BY JURISDICTION. WHEN THE IMPLIED WARRANTIES ARE NOT ALLOWED TO BE EXCLUDED IN THEIR ENTIRETY, YOU AGREE THAT THEY WILL BE LIMITED TO THE GREATEST EXTENT AND SHORTEST DURATION PERMITTED BY LAW.
  6. Third Party Services
    • Customer acknowledges that by using the Services it may also be using the services of one (1) or more third parties, such as a wireless carrier or mobile platform provider. Customer’s use of the third-party services may be subject to separate policies, terms of use and fees. Customer accepts sole responsibility for any liability arising from the use of the third-party services by Customer.
  7. Other Businesses
    • Parties other than CentralReach are authorized to sell products and renders services through the CentralReach Marketplace. CentralReach is not responsible for examining or evaluating, and we do not warrant the offering of any of these businesses or individuals, or the content that they provide on the CentralReach Marketplace. CentralReach does not assume any responsibility or liability for the actions, product, and content on the CentralReach Marketplace posted by any third-party.
  8. Links to Third Party Sites
    • This Site may contain links to sites owned or operated by parties other than CentralReach. Such links are provided for your reference only. CentralReach does not control outside sites and is not responsible for their content. CentralReach’s inclusion of links to an outside site does not imply any endorsement of the material on the site or, unless expressly disclosed otherwise, any sponsorship, affiliation or association with its owner, operator or sponsor, nor does CentralReach’s inclusion of the links imply that CentralReach is authorized to use any trade name, trademark, logo, legal or official seal or copyrighted symbol that may be reflected in the linked site.

6. CONFIDENTIALITY

  1. Mutual Confidentiality
    • It is understood that each Party will likely receive confidential, proprietary and/or sensitive information (“Confidential Information”) from the other in conjunction with the Services contemplated by the Service Agreement. Each Party shall consider any information received from the other Party, whether written or verbal, as Confidential Information unless such information shall clearly and explicitly be designated otherwise.
  2. No Other Purpose
    • CentralReach and Customer each agree not to use any Confidential Information disclosed to it by the other Party for its own use or for any purpose other than those contemplated by the Service Agreement.
  3. Required Parties
    • Neither Party shall disclose or permit disclosure of any Confidential Information of the other Party to third parties or to employees of the Party receiving Confidential Information, other than directors, officers, employees, consultants and agents who are required to have the information for support of the purposes of the Service Agreement.
  4. Limitation on Disclosure
    • Each Party shall limit disclosure of the other Party’s Confidential Information to those of its directors, officers, employees, consultants and agents who are subject to obligations of secrecy and limited use no less stringent than those set forth in these Terms.
  5. Degree of Care
    • Each Party shall take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the other Party in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information. Such measures shall include, but not be limited to, the highest degree of care that the receiving Party utilizes to protect its own Confidential Information of a similar nature, which shall be no less than reasonable care.

7. PROPRIETARY RIGHTS

  1. Reservation of Rights by CentralReach
    • The Services and all software, workflow processes, user interface, designs, know-how and other materials and technologies included in or provided by CentralReach as part of the Services (“Proprietary Property”), including all Proprietary Property protected by copyrights, trademarks, or other intellectual property protections, are the sole and exclusive property of CentralReach and its licensors, and except for the rights to use the Services provided under the Service Agreement, all right, title and interest in and to the Proprietary Property, including all associated intellectual property rights, remain only with CentralReach and its licensors. 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 and its licensors.  Customer acknowledges and agrees that Customer is solely responsible for complying with the applicable restrictions on use of all Proprietary Property, copyrighted materials and trademarks that Customer sees, hears, and uses through the Services. Customer understands that any unauthorized use of such intellectual property would result in irreparable injury for which money damages would be inadequate. Customer further acknowledges that, in the event of any such unauthorized use, CentralReach or the applicable intellectual property owner will have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief to prevent any such unauthorized use. Customer agrees that this paragraph shall survive the termination of this Service Agreement.

8. LIMITS ON LIABILITY

  1. Exclusion of Damages
    • IN NO EVENT WILL CENTRALREACH BE LIABLE UNDER OR IN CONNECTION WITH THE SERVICE AGREEMENT OR ITS SUBJECT MATTER 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.
  2. Limit.
    • IN NO EVENT WILL THE AGGREGATE LIABILITY OF CENTRALREACH UNDER OR IN CONNECTION WITH THE SERVICE AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE AMOUNT PAID BY CUSTOMER TO CENTRALREACH IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE CLAIM GIVING RISE TO SUCH LIABILITY. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.  SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR HAVE LEGISLATION, WHICH RESTRICTS THE LIMITATION OR EXCLUSION OF LIABILITY, SO THE ABOVE LIMITATION MAY NOT BE APPLICABLE TO YOU.

      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, COUTNRY 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.”

9. INDEMNITY

Customer shall indemnify, defend, and hold harmless CentralReach, its affiliates and their respective officers, directors, employees and agents from and 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 Services by Customer,
  • Customer’s breach of any term in the Service Agreement,
  • any unauthorized use, access or distribution of the Services 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 or on behalf of Customer.

10. GOVERNING LAW AND ARBITRATION

  1. Governing Law and Venue
    • The Service Agreement is governed by the internal laws of the State of Florida (without regard to conflicts of law principles). The parties expressly agree that the state and federal 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 or access to the Services, and each party consents to personal jurisdiction of and venue in such matter.
  2. General Arbitration Process
    • Any dispute or claim that may arise between the parties relating in any way to or arising out of the Service Agreement or use of or access to the Service (each, a “Claim”), shall be resolved exclusively through final and binding arbitration (rather than in court) under the then-current Commercial Arbitration 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.
  3. 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, it 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 shall 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.
  4. Enforcement
    • Notwithstanding Sections 10(b) and 10(c), CentralReach may enforce its rights and obligations under the Service Agreement in any court of competent jurisdiction within Broward County, Florida.
  5. 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.
  6. 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.

11. OTHER TERMS

  1. 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 the 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 Services, whether for Customer or other CentralReach customers.
  2. Consent to Electronic Notice, Communications and Transactions
    • For purposes of messages and notices regarding the Services (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 Services 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.
  3. 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 these Terms. No representation, promise or inducement not included in these Service Agreement is binding. CentralReach may update or change the Service Agreement from time to time in order to reflect changes in the Services, changes in the law, or for other reasons as deemed necessary by CentralReach.  The effective date of the Service Agreement will be reflected in the “Last Revised” entry at the top of the Service Agreement. Customer’s continued use of the Services after any such change is communicated shall constitute Customer’s consent to such change(s). No modification or waiver of any term of the Service Agreement is effective unless in writing and signed by both parties. 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 these Terms. Customer agrees that by continuing to access or use the Services it accepts any modified terms or fees.
  4. Feedback
    • If Customer provides feedback or suggestions about the Services, then CentralReach and its representatives may use such information without obligation to Customer.
  5. Beta Features
    • If Customer accesses any beta features of the Services, Customer acknowledges that: (i) such features have not been made commercially available by CentralReach; (ii) such features may not operate properly, be in final form or fully functional; (iii) such features may contain errors, design flaws or other problems; (iv) it may not be possible to make such features fully functional; (v) use of such features may result in unexpected results, corruption or loss of data, or other unpredictable damage or loss; (vi) such features may change and may not become generally available; and (vii) CentralReach is not obligated in any way to continue to provide or maintain such features for any purpose in providing the ongoing Services. 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.
  6. No Assignment
    • Customer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under the Service Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without CentralReach’s prior written consent which shall not be unreasonably withheld.
  7. Severability
    • If any provision of the Service Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of the Service Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties shall negotiate in good faith to modify the Service Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
  8. 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.
  9. 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 U.N. Convention on Contracts for the International Sale of Goods does not apply.
  10. 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 shall be in accordance with Customer’s trademark guidelines and policies, if any, provided to CentralReach.
  11. Representation and Warranties
    • The Parties represent and warrant that they have full right, power and authority to enter into the Service Agreement and have the financial wherewithal to perform hereunder.
  12. Waiver
    • The 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 unless in writing and signed by the Party agreeing to said waiver.
  13. Force Majeure
    • If either Party is prevented or delayed from timely completing its obligations under these Terms due to accidents, riots, strikes, epidemics, Acts of God, acts of war or terrorism, or any other condition beyond the Party’s control (each, a “Force Majeure Event”), the Party will notify the the other 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.
  14. Third Party Beneficiaries
    • The Service Agreement is for the sole benefit of the parties hereto and their respective permitted successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of the Service Agreement.
  15. Purchase
    • If you use any CentralReach Service, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. CentralReach does sell products for children, but it sells them to adults, who can purchase with a credit card or other permitted payment method. If you are under 18, you may use the CentralReach Services only with involvement and permission of a parent or guardian. CentralReach reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in its sole discretion.
  16. All Documents and Agreements
    • Customer acknowledges and agrees that it has received copies of or has access to every document referenced in these Terms, including all component documents that form the Service Agreement.
  17. 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 infringing the intellectual property rights of third parties. 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 the following information to CentralReach’s Agent for Notice in accordance with this Section 11o.:
    • 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; and
    • 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:

By mail:

CentralReach, LLC

c/o Peter Leiner
371 S. Federal Highway
Pompano Beach, Florida 33062

By phone:
(800) 939-5414

By fax:
(954) 380-8612

By email:
peter.leiner@centralreach.com

 

Effect of Headings

The paragraph and section headings of these Terms 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 these Terms and in no way affect these Terms.