PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SERVICE. BY USING THE SERVICE CUSTOMER IS AGREEING TO BE BOUND BY THE 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 SECTION 10 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 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”.
CentralReach Software Services
These Terms of Service (“Terms Agreement”) provides Customer access and use of the CentralReach’s web based subscription services (“Service”), as specified on the electronic or written order between the Parties (“Order”). Customer may purchase CentralReach’s Practice Management, Revenue Cycle Management, Clinical Data Collection, Learning Management System, and related services under this Service Agreement.
- In the event of any conflict or ambiguity between the terms of the Additional Agreements and this Service Agreement, said conflict or ambiguity shall be resolved by giving precedence to the documents in the following order.
- Business Associates Agreement
- Master Agreement
- Terms of Service
- Support Policy
- Pricing Policy and
- Security Notice
Use of Service
- CentralReach Responsibilities
- Support: CentralReach will use its best efforts to provide customer support for the Service as further detailed in CentralReach’s Support Policy.
- 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 Service Agreement and the applicable Order, which access must be for the sole benefit of Customer. Customer is responsible for the compliance with this Service 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 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) reverse engineer the Service or 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), (vii) 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 or (viii) access the Service to build a competitive product or service, or copy any feature, function or graphic of the Service for competitive purposes. 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 Service Agreement.
- Customer Information: All data, information, images and files entered or uploaded by Customer to the Service remains the sole property of Customer, as between CentralReach and Customer (Customer Information), subject to the other terms of this Service 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 Service Agreement. Notwithstanding the foregoing, Customer expressly agrees that if Customer’s access to the Services is suspended for non-payment of fees in accordance with Section 3(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 representations regarding the truth, accuracy and compliance with laws of Customer Information and Content. AS A MATERIAL INDUCEMENT TO CENTRALREACH ENTERING INTO THIS SERVICE 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 Service Agreement, all aggregate anonymized information and de-identified data for purposes of enhancing the Service, technical support 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 CentralReach’s 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 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(d), CentralReach will have no obligation to provide Content to Customer until Customer remedies such non-payment as provided in this Service Agreement.
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 have 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 by registering for the Service, including any request forms or use of communications 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 in writing.
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 Service 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 Service 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.
- CentralReach Responsibilities
Customer must pay all fees as specified on the Order and related services as incurred and 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.
- 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.
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 Service Agreement. CentralReach is solely responsible for taxes assessable against CentralReach based on its income, property and employees.
- Suspension of Service for Non Payment
CentralReach may suspend or terminate the Service, or both, if Customer has not paid amounts owed to CentralReach when due. 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.
- Fee Changes
All fees may be changed with thirty (30) days’ advance 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 witih CentralReach and notifying CentralReach of any changes to such information.
- 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 advance notice.
WARRANTY/SERVICE LEVEL AGREEMENT/DISCLAIMERS
CentralReach will make commercially reasonable efforts to maintain uptime of ninety-nine percent (99%).
- Software Updates
In order to keep the CentralReach Software up-to-date, CentralReach may offer automatic or manual updates at any time and without notice to Customer. Customer agrees any updates are for Customer’s benefit in use of the Service and any delays in Service while updates are completed are an agreed upon consequence of obtaining the software update benefits.
- 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 this 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
The Customer expressly agrees that the Service does not provide medical advice, provide medical or diagnostic services, or prescribe 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 of 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 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.
- 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
- 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 Service 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.
- Definition of Confidential Information
- 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 this Service Agreement is intended to grant Customer any rights to the Proprietary Property or any other CentralReach intellectual property unless expressly granted in this 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 or documentation, except as expressly provided in this Service 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.
- Reservation of Rights by CentralReach
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.
TERM, TERMINATION, AND RETURN OF DATA
The applicable Services will continue for the duration specified in the Order, and will be automatically extended for additional consecutive terms unless either party provides notice of termination of no less than 10 days. This agreement continues until all Orders and Services are terminated.
- Termination for Material Breach
Either Party may terminate this Agreement and the applicable Order if the other Party material breaches any term of the Agreement and does not cure the breach within thirty (30) days of written receipt of notice of breach. Additional terms related to the termination of this Service Agreement are in the Term, Termination and Return of Data Policy FAQ page. Nothing herein alter CentralReach’s right to suspend Customer’s Service pursuant to paragraph 3 of this Service Agreement for non-payment.
- Return of Data
CentralReach will have no obligation to provide Customer Information or Content to Customer upon termination of this Service Agreement. Notwithstanding the foregoing, CentralReach may retain Customer Information and Content for sixty (60 days from such termination and CentralReach may provide Customer access to such information upon Customer’s request. For additional information, please see the Term, Termination and Return of Data Policy FAQ page.
- Customer Actions upon Termination
Upon termination, Customer must pay any unpaid fees 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
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 term of this Service Agreement. CentralReach may try to contact Customer in advance, but it is not required to do so.
- 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, 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 this 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.
- General Indemnity
GOVERNING LAW AND ARBITRATION
- Governing Law and Venue
This 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 this Service Agreement. The Parties expressly agree that the State Court sitting in Broward County, Florida shall have exclusive jurisdiction in any action arising out of or connected in any way to this Service Agreement, 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 this 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 10(b) and 10(c), CentralReach may enforce its rights and obligations under this 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 Service 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.
- Governing Law and Venue
- 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 this Service Agreement, and for two (2) years after the 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 this Service Agreement whose duties involve providing the Services, 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 contact information provided by Customer in the Master Agreement shall be sufficient to satisfy any notice requirements found in this 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
This Service Agreement and the Order constitute 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 Service Agreement. No representation, promise or inducement not included in this Service Agreement is binding. No modification or waiver of any term of this Service Agreement is effective unless in writing and signed by both Parties. Notwithstanding the foregoing, CentralReach may modify this Service Agreement by posting modified Terms of Service on the CentralReach website and electronically notifying Customer of the changes thirty (30) days prior to the effective date of such changes. Customer agrees that by continuing to use the Service after posting of the modified Terms of Service, Customer agrees to be bound by the changes without further notice.
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
Neither Party may assign or transfer this Agreement or an Order to a third party, except that this Service Agreement with all Orders may be assigned (without the 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 this 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.
- Independent Contractors
The Parties are independent contractors with respect to each other and 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 this Agreement. Any rights not expressly granted in this Service Agreement are expressly reserved by CentralReach.
- No Additional Terms
CentralReach rejects additional or conflicting terms of a form-purchasing document. If there is an inconsistency between this Service Agreement and an Order, the Order prevails.
- Survival of Terms
All terms survive termination of this Service Agreement that by their nature survive for a Party to assert its rights and receive the protections of this Service Agreement. The Convention on Contracts for the International Sale of Goods does not apply.
- 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 this 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 Service 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 this Service Agreement.
- All Documents and Agreements
Customer agrees that it has received copies of or has access to every document referenced in this Service Agreement, including all component documents that form the Service Agreement. If Customer does not have copies of or access to any document referenced in this Service Agreement, including the Additional Agreement, Customer shall immediately notify CentralReach in writing of same and CentralReach will provide Customer with.
- Effect of Headings
The paragraph and section headings of this 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 Agreement and in no way affect this Agreement.
- No Solicit or Hire Clause
Last Updated: February 9th, 2017
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