Marketplace Service Terms

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE CENTRALREACH MARKETPLACE SERVICE. BY USING THE CENTRALREACH MARKETPLACE SERVICE CUSTOMER IS AGREEING TO BE BOUND BY THE SERVICE TERMS FOUND HEREIN. IF CUSTOMER IS AGREEING TO THE SERVICE TERMS 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 SERVICE TERMS ON THEIR EMPLOYER’S BEHALF.

These Marketplace Service Terms are entered into between CentralReach, LLC a Florida limited liability company (“CentralReach”), and the customer accessing the CentralReach Marketplace for any purpose, including parties who have entered into a CentralReach Marketplace Participation Agreement (“Customer”),and covers all services provided by CentralReach through the CentralReach Marketplace (“Marketplace”) 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. MARKETPLACE SERVICES
    • Policies: Customer understands that use of the Marketplace is also governed by CentralReach’s Terms of Service, Conditions of Use and Privacy Policy. In addition, if you are a seller on the Marketplace, your relation is also governed by the CentralReach Marketplace Participation Agreement.
    • In the event of any conflict or ambiguity between the terms of the Marketplace Service Terms, Terms of Service, Conditions of Use, Privacy Policy or Marketplace Participation Agreement, said conflict or ambiguity shall be resolved by giving precedence to the documents in the following order.
      • Terms of Service;
      • Marketplace Service Terms;
      • Marketplace Participation Agreement (as applicable);
      • Conditions of Use; and
      • Privacy Policy.
  2. MARKETPLACE AFFILIATES

    Customer agrees that by using the Marketplace CentralReach shall have a right to share and discuss necessary information with individual re-seller’s and affiliates as is necessary in the sole discretion of CentralReach to operate the Marketplace. Customer further agrees that any information shared or discussed by CentralReach with its affiliates or re-sellers shall in no way be a breach of any obligations or warranties to Customer.

  3. CUSTOMER RESPONSIBILITIES
    • Restrictions and Responsibilities. Customer may not (i) sell, resell, rent or lease any information found on the Marketplace to third parties without the prior express written consent of the owner of said information, (ii) use the Marketplace to store or transmit infringe, 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 Marketplace, (iv) attempt to gain unauthorized access to the Marketplace or its related systems, networks or paid subscriptions, (v) reverse engineer the Marketplace or remove or modify any proprietary marking or restrictive legends in the Marketplace, (vi) use the Marketplace 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 Marketplace to build a competitive product or service, or copy any feature, function or graphic of the Marketplace for competitive purposes; (iix) fail to implement measures to protect patient privacy per HIPPA regulations; or (iiix) fail to implement measures to protect confidential employee information. Customer is solely responsible for Customer Information (as that term is defined below), must use commercially reasonable efforts to prevent unauthorized access to the Marketplace, must notify CentralReach promptly of any such unauthorized access, and may use the Marketplace only in accordance with these Marketplace Service Terms.
    • Customer shall ensure that any programs, assessments or other information that Customer places in the Marketplace for re-sell or use shall be independent works and will not infringe on any third-party’s intellectual property rights.
    • Customer agrees it is required to create an account through CentralReach.com to purchase items sold in the Marketplace. Customer agrees it shall keep its login information confidential and shall utilize it solely for Customer’s benefit.
  4. DISCLAIMER OF WARRANTIES AND LIABILITY
    • CENTRALREACH DISCLAIMS ALL WARRANTIES TO THE FULLEST EXTENT ALLOWED BY LAW, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE MARKETPLACE 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 MARKETPLACE, CENTRALREACH DOES NOT GUARANTY THAT THE MARKETPLACE 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.
    • 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 the Marketplace, 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 the Marketplace (in contract, tort or otherwise) shall not exceed the actual amount paid by Customer for use of the Marketplace.
  5. NO MEDICAL ADVISE PROVIDED
    • Customer expressly agrees that the Marketplace does not provide medical advice, provide medical or diagnostic services, or prescribe medication. Use of the Marketplace 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), 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 Marketplace will not diminish that responsibility. Customer assumes all risks associated with Customer’s clinical use of the material found on the Marketplace for the treatment of patients. Neither CentralReach nor its licensors, affiliates, re-publishers or any other associated party assumes 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 Marketplace.
  6. PROPRIETARY RIGHTS
    1. 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 Marketplace 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 Marketplace Service Terms or any other governing agreement is intended to grant Customer any rights to the Proprietary Property or any other CentralReach intellectual property unless expressly granted to Customer in writing 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 Customer’s relationship with CentralReach.

    2. Third Party Intellectual Property

      Customer agrees that it shall not utilize CentralReach’s Marketplace or Software to infringe on any third party’s intellectual property rights.

  7. SUSPENSION OF ACCESS TO MARKETPLACE
    • CentralReach may immediately suspend or terminate Customer’s access to the Marketplace without notice to Customer and remove applicable Customer Information or data if CentralReach in good faith believes that, as part of using the Marketplace, Customer may have violated a law or any term of this Marketplace Service Terms. CentralReach may try to contact Customer in advance, but it is not required to do so.
  8. INDEMNITY
    1. 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 Marketplace by Customer,
      • Customer’s breach of any term in the Marketplace Service Terms,
      • any unauthorized use, access or distribution of the content of the Marketplace by Customer, or
      • any claim by a third party that Customer utilized the Marketplace in any manner to violate any intellectual property right held by said third party.
  9. GOVERNING LAW AND ARBITRATION
    1. Governing Law and Venue

      The Marketplace Service Terms are 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 Marketplace Service Terms. 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 the Marketplace Service Terms, and each Party consents to personal jurisdiction of and venue in such matter.

  10. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT

    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:

    1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
    2. a description of the copyrighted work or other intellectual property that you claim has been infringed;
    3. a description of where the material that you claim is infringing is located on the site;
    4. your address, telephone number, and email address;
    5. 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;
    6. 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:
    Peter Leiner
    c/o CentralReach, LLC
    371 S. Federal Highway
    Pompano Beach, Florida 33062

    By phone: (800) 939-5414
    By fax: (954) 380-8612
    By email: peter.leiner@centralreach.com

  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 this Marketplace Service Terms. Customer agrees that for the full term of the Marketplace Service Terms, and for two (2) years after the Marketplace Service Terms 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 Marketplace Service Terms whose duties involve providing the Service, whether for Customer or other CentralReach customers.

    2. Consent to Electronic Notice, Communications and Transactions

      For purposes of messages and notices about the Marketplace (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 shall be sufficient to satisfy any notice requirements found in the Marketplace Service Terms. CentralReach has no liability associated with Customer's failure to maintain accurate contact information within the Marketplace or its failure to review any emails or in Marketplace 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 MARKETPLACE 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 Marketplace Service Terms 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 Marketplace Service Terms. No representation, promise or inducement not included in the Marketplace Service Terms is binding. Notwithstanding the foregoing, CentralReach may modify the Marketplace Service Terms by posting modified terms on the CentralReach website. Customer agrees that by continuing to use the Marketplace after CentralReach posts modified terms, that Customer is bound by the changes without further notice.

    4. Feedback

      If Customer provides feedback or suggestions about the Marketplace, then CentralReach (and those it allows to use its technology) may use such information without obligation to Customer.

    5. Beta Features

      If Customer is invited to access any beta features of the Marketplace or a Customer accesses any beta features of the Marketplace, 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 Marketplace. 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 may not assign or transfer service or rights provided for by the Marketplace to a third party, except that rights may be assigned (without consent) as part of a merger, or sale of all or substantially all of the business or assets of Customer.

    7. Severability

      In the event that any one (1) or more provisions of the Marketplace Service Terms are held invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions contained in the Marketplace Service Term shall not in any way be affected or impaired thereof.

    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 Marketplace Service Terms. Any rights not expressly granted in the Marketplace Service Terms are expressly reserved by CentralReach.

    9. Survival of Terms

      All terms survive termination of the Marketplace Service Terms that by their nature survive for a Party to assert its rights and receive the protections of said terms. The 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 must 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 in to this Marketplace Service Terms and have the financial wherewithal to perform hereunder.

    12. Waiver

      CentralReach’s failure or delay in exercising any power or right under the Marketplace Service Terms 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.

    13. 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 any obligation owed by CentralReach to Customer.

    14. All Documents and Agreements

      Customer agrees that it has received copies of or has access to every document referenced in these Marketplace Service Terms. If Customer does not have copies of or access to any document referenced in this Marketplace Service Terms, Customer shall immediately notify CentralReach in writing of same and CentralReach will provide Customer with.

    15. 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: March 14, 2017