Terms and Conditions
This Services Agreement (the “Agreement”) contains the terms and conditions that apply to the Services (as defined below) offered by Good Methods Global, Inc. (“CareStack”) to Client identified on the applicable order form that has been signed by CareStack and Client and references these terms and conditions (the “Order Form”).
BY SUBMITTING THE ORDER FORM TO CARESTACK OR OTHERWISE receiving or in any interacting with THE SERVICES, client AGREES TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN TO THE EXCLUSION OF ALL OTHER TERMS. By receiving or in any interacting with THE SERVICES, CLIENT HEREBY REPRESENTS AND WARRANTS THAT CLIENT IS DULY AUTHORIZED TO ENTER INTO AND BIND THE ENTITY IT REPRESENTS TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ACKNOWLEDGE AND AGREE THAT ALL SUCH USE BY CLIENT IS SUBJECT TO SUCH TERMS AND CONDITIONS. IF CLIENT DOES NOT AGREE TO THESE TERMS OR ARE NOT AUTHORIZED TO BIND THE ENTITY IT REPRESENTS, CLIENT IS NOT PERMITTED TO receive or use THE SERVICES.
CareStack will use reasonable commercial efforts to provide certain services as set forth on the applicable Order Form (the “Services”) in accordance with and subject to the terms of this Agreement.
This Agreement shall commence upon the effective date set forth in the first Order Form and continue until the expiration of all Order Forms, subject to early termination (the “Initial Term”). Following the Initial Term, this Agreement will automatically renew for successive renewal terms of 3 month(s), subject to early termination (each, a “Renewal Term”, and together with the Initial Term, the “Term”) unless either party gives the other party notice of non-renewal at least ninety (90) days prior to the end of the then-current term. However, if either party materially breaches this Agreement (including failure to make any payment hereunder), the other party may terminate this Agreement by giving 30 days (10 in the case of nonpayment) notice of such breach, unless the breach is cured within the notice period.
3. Billing Procedures & Compensation.
Client agrees to pay CareStack for the Services in accordance with the rates set forth on the applicable Order Form. CareStack shall submit to Client invoices on a monthly basis. Client shall pay CareStack invoice within five (5) days of receipt of the invoice.
4. Confidential and Proprietary Information.
Each party shall keep confidential and not disclose to any other party or use, except as required by this Agreement, non-public information obtained from the other party; provided, however, that neither party shall be prohibited from disclosing or using information,
- (i) that at the time of disclosure is publicly available or becomes publicly available through no act or omission of the party having a confidentiality obligation under this section,
- (ii) that is or has been disclosed to such party by a third party who is not under (and to whom such party does not owe) an obligation of confidentiality with respect thereto ,
- (iii) that is or has been independently acquired or developed by such party,
- (iv) to the minimum extent use or disclosure is required by court order or as otherwise required by law, on condition that notice of such requirement by law for such disclosure is given to the other parties prior to making any such use or disclosure. Notwithstanding anything to the contrary in this Agreement, CareStack shall not be prohibited or enjoined at any time by Client from utilizing any “skills or knowledge of a general nature” acquired during the course of performing the services specified under this Agreement. For purposes of this Agreement, “skills or knowledge of a general nature” shall include, without limitation, anything that might reasonably be learned or acquired in connection with similar work performed for another client.
a. Retention of Rights to Client Data.
Client 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 Client. CareStack makes no assignment of any sort to Client 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 Client 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, Client will not directly or indirectly solicit the employees of CareStack without the prior written consent of CareStack.
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. Entire Agreement; Amendment; Modification or Waiver; Notices.
This Agreement (and any attachments hereto incorporated herein) set forth the entire understanding of the parties as to the subject matter therein and may not be modified except in a writing executed by both parties. Any notices in connection with this Agreement will be in writing and sent by first class US mail, confirmed email or major commercial rapid delivery courier service to the address specified above to the attention of the Chief Executive Officer or such other address or officer as may be properly specified by a party by in writing to the other party.
h. Limited Warranty/Disclaimer.
EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THE APPLICABLE ORDER FORM, IF ANY, 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.