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”.
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.
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.
Customer agrees that it shall not utilize CentralReach’s Marketplace or Software to infringe on any third party’s intellectual property rights.
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 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.
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:
CentralReach’s Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:
c/o CentralReach, LLC
371 S. Federal Highway
Pompano Beach, Florida 33062
By phone: (800) 939-5414
By fax: (954) 380-8612
By email: firstname.lastname@example.org
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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