Professional Services Terms of Service

By using the services, you will create a binding contract (“Agreement”) between Good Methods Global, Inc. (“CareStack”), and you (“Customer”) as of today’s date (the “effective date”), where Customer agrees to all of the terms and conditions contained herein to the exclusion of all other terms. Customer hereby represents and warrants that Customer is duly authorized to enter into and bind the entity it represents to the terms and conditions of this Agreement and acknowledges and agrees that all use of the services by Customer is subject to such terms and conditions. If Customer does not agree to any terms of this Agreement or is not authorized to bind the entity it represents, Customer is not licensed or permitted to use the services.

1. Billing Procedures & Compensation.

Customer agrees to pay CareStack for the Services in accordance with the price and rates communicated to the Customer.

2. General.

(a) Retention of Rights to Customer Data. Customer shall retain ownership of all data supplied by it. However, as between the parties, CareStack will own all intellectual property rights with respect to any work product or derivatives, enhancements or modifications of CareStack’s products or services; all such rights are hereby retained by CareStack or assigned to CareStack by Customer. CareStack makes no assignment of any sort to Customer under this Agreement.

(b) Relationship of Parties. For all purposes under this Agreement each party shall be and act as an independent contractor of the other and shall not bind nor attempt to bind the other to any contract. CareStack will be solely responsible for its income taxes in connection with this Agreement and Customer will be responsible for sales, use and similar taxes, if any.

(c) Non-Solicitation of Personnel. During the term of this Agreement, and for a period of one (1) year thereafter, Customer will not directly or indirectly solicit or assist a third party to solicit the employees of CareStack without the prior written consent of CareStack.

(d) Assignment. Neither party shall have the right to assign this Agreement to another party except that either party may assign its rights and obligations to a successor to substantially all its relevant assets or business.

(e) Governing Law. This contract and any dispute arising hereunder shall be governed by the laws of the State of Florida without reference to its conflict of laws provisions.

(f) Limitation of Liability; Excusable Delay. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. Neither party shall be liable in contract or in tort (including, but not limited to negligence) to the other party for any damages resulting from loss of data or use, or for special, indirect, incidental or consequential damages arising out of or resulting from CareStack’s performance or non-performance hereunder. CARESTACK’S LIABILITY WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO CARESTACK FOR THE SERVICES. Neither party shall be liable to the other for any delay or failure to perform, which is due to causes beyond the control of said party; provided, however, that failure to make any payments provided for herein shall not be excused for any such cause.

(g) Limited Warranty/Disclaimer. CARESTACK DISCLAIMS ALL WARRANTIES, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, and the stated express warranties, if any, are in lieu of all other obligations or performance liabilities arising out of or in connection with the rendering of the services hereunder.