By accessing and using the technology used by SKYGEN USA to provide the Service, including the SKYGEN USA website located at www.skygenusa.com/credentialing (“SKYGEN USA Site”), any SKYGEN USA mobile application (“SKYGEN USA App(s)”), and other websites, online services, social media sites, and related documentation and help files related to the Service that are provided by SKYGEN USA (collectively, the “Platform”), You are entering into a binding legal agreement between you and SKYGEN USA, LLC-. PLEASE REVIEW THE ARBITRATION PROVISION BELOW WITH SPECIAL CARE. If you are accessing and using the Platform on behalf of a company, you warrant and represent that you are authorized to bind the company and that you are accepting the Agreement on the company’s behalf. When used in the Agreement, “You” or “Your” will refer to you as an individual, and to Your company if you are accepting the Agreement on behalf of a company. If You do not agree with all the terms in these Terms, You must not access or use the Service.
WE WILL REVISE AND UPDATE THESE TERMS, AND THE OTHER DOCUMENTS INCORPORATED INTO THE AGREEMENT, AND THE UPDATES WILL APPLY IMMEDIATELY UPON POSTING. YOU AGREE TO PERIODICALLY REVIEW THE AGREEMENT FOR SUCH CHANGES.
1. SKYGEN USA CREDENTIALING SERVICE IS ONLY A TECHNOLOGY PLATFORM
The Platform is an online and mobile platform made available by SKYGEN USA to provide the Service. SKYGEN USA does not perform any other services via the Platform, including without limitation any validation or verification of Credentialing Information, credentialing or other data, other services related to Healthcare Professionals, Provider Group billing, payor payments for healthcare services, Participation decisions, or otherwise. SKYGEN USA’s responsibilities are limited to providing access to the Platform under the terms of the Agreement, and facilitating the availability of Credentialing Information.
SKYGEN USA assumes no responsibility for any Platform user’s compliance with any agreements with or duties to You or to third parties, or any compliance with any laws, rules and regulations. You acknowledge and agree that You, not SKYGEN USA, will be responsible for performing any obligations of any such agreements, that SKYGEN USA is not a party to such agreements. SKYGEN USA DISCLAIMS ALL LIABILITY ARISING FROM OR RELATED TO ANY SUCH AGREEMENTS.
SKYGEN USA CANNOT AND DOES NOT CONTROL ANY THIRD PARTY CONTENT (INCLUDING WITHOUT LIMITATION ANY CREDENTIALING INFORMATION POSTED ON THE PLATFORM), OR THE CONDITION, LEGALITY OR SUITABILITY OF ANY CREDENTIALING INFORMATION POSTED ON THE PLATFORM. By using the Platform, YOU AGREE SKYGEN USA IS NOT LIABLE TO YOU FOR THE ACTS OR OMISSIONS OF PLATFORM USERS, HEALTHCARE PROVIDERS, PROVIDER GROUPS, SUBSCRIBERS, OR OTHER THIRD PARTIES.
In addition, SKYGEN USA shall not be liable for any delay or failure to perform any obligation, if such delay or failure is caused by, or if such performance is made impractical or commercially unreasonable by, fire, hurricane, flood, or other act of God, labor dispute or strike, terrorism, war or civil commotion, governmental action, equipment breakdown, inability to obtain the necessary labor, materials or equipment, or any other cause beyond the reasonable control of SKYGEN USA.
2. OVERVIEW AND OWNERSHIP OF CONTENT AND DATA
The Platform contains postings, text, images, messages, photographs, videos, audio files, graphics, artwork, data, databases, interfaces, documentation, interactive tools, metrics, processes, procedures, models, forms, tools, templates, calculations, reports, flowcharts, and other information and materials for use online or download by users of the Platform, as made available by SKYGEN USA and our advertisers, sponsors, licensors, suppliers, and other content contributors (“Content Contributors”). Portions of the Platform authored by SKYGEN USA or its authorized agents, contractors, and employees are referred to as “SKYGEN USA Content.” Portions of the Platform authored by other Content Contributors are referred to as “Third Party Content.” SKYGEN USA Content and Third Party Content will be collectively referred to as the “Content."
Although SKYGEN USA attempts to ensure the accurateness of the Content, it makes no guarantees whatsoever as to its correctness or accuracy. It is possible that the Content could include inaccuracies or errors. In the event that an inaccuracy arises, please inform SKYGEN USA so that it can be addressed. Information contained on the Platform may be changed or updated without notice.
License to Use Platform; Ownership and Use of Content
The Platform technology, underlying ideas, data, databases, and Content are protected by federal and international copyright and intellectual property laws and are the property of SKYGEN USA and applicable Content Contributors. No portion of the Content may be reprinted, republished, modified, or reproduced. You acknowledge that the Platform and its contents, and any and all enhancements, modifications, additions or new releases of or to the Platform, contain confidential information of, are trade secrets of, and are proprietary to SKYGEN USA and that title to such is and shall remain in SKYGEN USA. All applicable rights to patents, copyrights, trademarks and trade secrets are and shall remain in SKYGEN USA.
Other than as specifically permitted in these Terms or a Site Agreement, or as pre-approved in each instance in writing by SKYGEN USA, You are not permitted to use or reference in any manner SKYGEN USA’s, our affiliates’, or their respective licensors’ or suppliers’ company names, logos, products and service names, trademarks, service marks, trade dress, copyrights or other indicia of ownership, alone and in combination with other letters, punctuation, words, symbols, or designs (the “SKYGEN USA Marks”) for any commercial purposes, unless otherwise specifically agreed in writing. You will not try to register or otherwise use or claim ownership in any of the SKYGEN USA Marks, alone or in combination with other letters, punctuation, words, symbols, or designs, or in any confusingly similar mark, name or title, for any goods and services, and to the extent You do, You hereby assign to SKYGEN USA all worldwide right, title, and interest in and to any common law rights, applications, and registrations relating to SKYGEN USA Marks, and all related goodwill, without any further compensation owed to You.
Third Party Content
Certain trademarks, service marks and logos used in the Platform are the trademarks, service marks or logos of third parties. All Third Party Content is owned or controlled by the applicable Content Contributors. It is possible that the Third Party Content could include inaccuracies or errors. SKYGEN USA is not responsible for any Third Party Content, and the applicable Content Contributors are solely responsible for their respective Third Party Content. Third Party Content may be protected by federal and international copyright, trademark, or other laws, and Your right to reprint, republish, modify, reproduce, or distribute Third Party Content may be limited accordingly.
Any comments, feedback, information, or materials regarding the Platform, Credentialing Information, or our products, services or technologies (collectively, “Feedback”) that You submit to us shall become SKYGEN USA’s property. By submitting Your Feedback to us, You agree to assign, and hereby irrevocably assign to us, all right, title, and interest in and to the Feedback and all copyrights and other intellectual property rights embodied in such Feedback on a worldwide basis without any compensation or obligation to You. SKYGEN USA shall be free to use Your Feedback on an unrestricted basis. You hereby assign and waive, as set forth in applicable laws, any moral rights that You may have in or to the Feedback.
3. YOUR USER ACCOUNT
Only those authorized individuals to or for whom we have supplied user identifications and passwords (“Platform User ID and Password”), may access and use the Platform (“Authorized Users”). You agree to maintain accurate and complete contact information in connection with accounts, and to update this information promptly in the event it changes. In addition, each individual using the Platform is the only person authorized to access and use his or her account. Authorized Users may not give their usernames, passwords, or any other account information to a third party. You must immediately notify us of any known or suspected unauthorized use of an account or any known or suspected breach of security, including, but not limited to loss, theft, or unauthorized disclosure of passwords. YOU ARE RESPONSIBLE FOR ALL ACTIVITY ON YOUR ACCOUNTS, WHETHER OR NOT THE ACTIONS ARE BY YOUR AUTHORIZED USERS. Any fraudulent, misleading, abusive, or illegal activity may be grounds for termination of all related accounts at our sole discretion and we may refer You to appropriate law enforcement agencies.
You understand and agree that Your relationship with SKYGEN USA is limited to being a user of the Platform, and neither You nor any other user is an employee, agent, contractor, joint venture, or partner of SKYGEN USA for any reason. Each user of the Platform acts exclusively on their own behalf and for their own benefit, and not on behalf of or for the benefit of SKYGEN USA or any other user.
You will not (i) use the Content in the Platform to develop or sell products or services similar to SKYGEN USA’s, (ii) recruit or otherwise solicit any other user with respect to services that are competitive to SKYGEN USA’s, or (iii) access the Platform to monitor its availability, performance, or functionality, or for any benchmarking or competitive purposes. You may not be granted access or use the Platform if You offer competitive services. In addition, You will not:
- Delete, hack, or attempt to change or alter any content or notices;
- Use or introduce into the Platform any device, software, or routine intended to damage, bypass, modify, interfere with, erase, or permit unauthorized access to the Platform, servers, or networks connected to the Platform, crack passwords or security encryption codes, circumvent authentication technology, or take any other action that interferes with any use of the Platform;
- Use any automatic or manual device or process to harvest or compile information from the Platform for any reason;
- Copy, modify, create derivative works, reverse engineer, decompile, disassemble, or otherwise attempt to learn the source code, structure, or ideas upon which the Platform is based;
- Introduce into the Platform any software routine designed to disable a computer program automatically, with the passage of time, or under the positive control of an unauthorized person;
- Remove or disable any cookies, widgets, or other tracking mechanisms in the Platform, or otherwise interfere with the collection of data arising from use of the Platform;
- Use any content made available through the Platform in any manner that misappropriates any trade secret or infringes any intellectual property rights, rights of publicity, or other proprietary right of any party;
- Collect, store or use personal data about other users, or otherwise attempt to access any other person’s information;
- Decrypt, transfer, frame, display, or translate any part of the Platform;
- Post, upload, or transmit any of content that is or encourages unlawful, harmful, threatening, abusive, harassing, bullying, defamatory, vulgar, obscene, pornographic, profane, indecent, sexually explicit, or hateful actions, or that is invasive of another’s privacy, or intended to offend any person based on a person’s race, ethnic heritage, national origin, sex, sexual orientation or preference, age, physical or mental illness or disability, marital status, employment status, housing status, or religion;
- Impersonate any person or entity, including, but not limited to, a SKYGEN USA employee or representative;
- “Stalk,” harass, or threaten invade the privacy of or harm another user of the Platform, or any other person, or otherwise use the Platform to create a risk of harm, loss, emotional distress, or physical or mental injury to any person or animal;
- Breach any duty toward or rights of any person or entity (including, without limitation, rights of publicity or privacy), or otherwise take any action resulting in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity;
- Send, facilitate, or promote illegal games, contests, spam, surveys, unsolicited advertising or promotional materials, pyramid schemes or chain letters;
- Disseminate malware, spyware, adware, viruses, Trojan horses, trap doors, worms, time bombs, cancelbots, corrupted files or any other similar software, files, or programs that may (i) damage or adversely affect the operation of the software, hardware or systems of SKYGEN USA or any user, or (ii) interfere with, intercept or expropriate any personal information;
- Interfere with or override the delivery or display of any advertising;
- Use the Platform in disregard of (i) any known adverse consequences or (ii) warning message;
- Create or attempt to create multiple user accounts on the Platform; or
- Use or access the Platform after termination of these Terms or any applicable Site Agreement.
Use Restrictions; Deactivation of Your Account
We may modify, suspend, or close any account, or otherwise stop providing the Platform, in whole or in part, at any time and for any reason. We will not be liable to You or any third party for suspension or termination of any Platform or accounts. You will not be able to access any information in any account once access has been suspended or terminated, or a SKYGEN USA Site or SKYGEN USA App has been shut down. Termination of the use of the Platform will not relieve You of Your obligations to pay any amounts then due to us, and will not entitle You to a refund of any amounts paid under the Agreement or any Site Agreement. You agree that SKYGEN USA or our licensors are debtors in any bankruptcy proceeding, that this Agreement is an “Executory Contract”, and that SKYGEN USA and our licensors (as applicable) are each a “licensor of a right to intellectual property” as those terms are defined in 11U.S.C.§365(n), as amended from time to time.
YOU ARE RESPONSIBLE FOR MAKING SURE YOUR CONTENT AND OTHER INFORMATION YOU DESIRE IS PROPERLY BACKED UP SO YOU HAVE ACCESS TO IT IN THE EVENT OF LOSS, CORRUPTION, OR CESSATION OF ANY SKYGEN USA SITES OR SKYGEN USA APPS, OR TERMINATION OR SUSPENSION OF ANY ACCOUNT. UNLESS WE AGREE OTHERWISE IN A SITE AGREEMENT, WE DO NOT EXPORT YOUR CONTENT, YOUR INFORMATION, OR OTHER DATA TO YOU DURING YOUR USE OF THE PLATFORM, OR PROVIDE YOUR CONTENT, INFORMATION, OR OTHER DATA TO YOU WHEN ANY ACCOUNT IS CLOSED.
You are responsible for providing, maintaining and ensuring the compatibility of all hardware, software, electrical, Internet and other physical or digital requirements necessary for Your use of the Platform.
4. MOBILE DEVICES
Your contract with Your mobile network provider (“Mobile Provider”) will continue to apply when accessing or using the SKYGEN USA Apps on Your mobile device (“Mobile Device”). You understand that Your Mobile Provider may charge You fees for Your use of its network while accessing or using the SKYGEN USA Apps, for data downloading, e-mail, text messages, for roaming, and other Mobile Provider or third party charges, and that YOU ARE SOLELY RESPONSIBLE FOR SUCH FEES AND CHARGES. You understand that the SKYGEN USA Apps are provided over the Internet and mobile networks, so the quality and availability of the SKYGEN USA Apps may be affected by factors outside our control. We do not guarantee that the SKYGEN USA Apps will be compatible or operate with Your Mobile Provider’s service plans, with any particular mobile device, or other piece of hardware, software, equipment, or device You install on or use with Your Mobile Device. We are not responsible if the SKYGEN USA Apps are unavailable or if You cannot download or access the content on the SKYGEN USA Apps, for any compatibility or interoperability issues, or for any communication system failure which may result in the SKYGEN USA Apps being unavailable. YOU CONSENT TO SKYGEN USA AND OTHER PLATFORM USERS SENDING YOU EMAILS, IN-APP MESSAGES, AND TEXT MESSAGES TO YOUR MOBILE DEVICE. You can stop text messages at any time by texting STOP, END, CANCEL, UNSUBSCRIBE, or QUIT to the number sending the text message, or You may opt out of receiving emails or texts at any time by contacting email@example.com.
You will not, nor allow any Authorized Users or any third parties on Your behalf to:
- Install, use or permit the SKYGEN USA Apps to exist on more than one Mobile Device at a time, or on any other Mobile Device or computer, other than by means of separate downloads of the Mobile SKYGEN USA Apps by Your Authorized Users, each of which is subject to a separate license;
- Distribute or link the SKYGEN USA Apps to multiple Mobile Devices or other services; or
- Make the SKYGEN USA Apps available over a network or other environment permitting access or use by multiple Mobile Devices or users at the same time.
SKYGEN USA may offer functionality in the SKYGEN USA Apps in which Authorized Users may store their log-in credentials on their Mobile Devices, so that they can be automatically logged in each time they access the SKYGEN USA Apps. If someone else obtains access to an Authorized User’s Mobile Device (e.g., through theft), the automatic log-in feature will enable that person to have access to that Authorized User’s SKYGEN USA Apps account. Therefore, in the event an Authorized User’s Mobile Device is lost or stolen, it is their responsibility to contact their wireless carrier immediately to prevent the unauthorized use of the SKYGEN USA Apps. YOU ACCEPT RESPONSIBILITY FOR ANY SKYGEN USA DAMAGES RESULTING FROM SUCH UNAUTHORIZED ACCESS TO THE SKYGEN USA APPS.
For any SKYGEN USA Apps accessed through or downloaded from a third party, such as the Apple App Store or other mobile application provider (“App Store Provider”), You acknowledge and agree that any terms to which You agree with the App Store Provider are between You and the App Store Provider, and SKYGEN USA is not a party to any such terms. SKYGEN USA DISCLAIMS ANY LIABILITY FOR THE ACTIONS OF ANY APP STORE PROVIDER.
You must keep SKYGEN USA Confidential Information secret. “SKYGEN USA Confidential Information” means all nonpublic information concerning the business, technology, products, specifications, services, databases, pricing, procedures, and strategies of SKYGEN USA, all SKYGEN USA User Data, all Credentialing Information, Your Feedback, and any other information labeled by SKYGEN USA as “confidential” or that a reasonable person would understand to be confidential or proprietary. The following information will not be considered SKYGEN USA Confidential Information: (i) information which was in the public domain prior to its disclosure; (ii) information which becomes part of the public domain by any means other than through Your or Your affiliates’ violation of the Agreement; (iii) information independently developed by You without reference to SKYGEN USA Confidential Information; or (iv) information received by You from a third party not under any obligation of confidentiality.
6. YOUR INDEMNIFICATION OF SKYGEN USA
YOU SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS SKYGEN USA, ITS AFFILIATES, SUBCONTRACTORS, SUPPLIERS, AND ASSIGNS, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, AND EACH OF THEM, FROM AND AGAINST ANY AND ALL LOSSES, COSTS, EXPENSES, DAMAGES, LIABILITIES, CLAIMS, SUITS, DEMANDS, JUDGMENTS, AND CAUSES OF ACTION OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS’ FEES AND ALL OTHER COSTS AND EXPENSES, ARISING OUT OF OR RELATING (DIRECTLY OR INDIRECTLY) TO THE USE OF THE PLATFORM AND SKYGEN USA CREDENTIALING SERVICE. EXAMPLES COULD INCLUDE, BUT ARE NOT LIMITED TO: (A) YOUR OR YOUR AFFILIATES’ FRAUD, NEGLIGENCE OR MISCONDUCT, OR ALLEGED VIOLATION OF ANY LAW OR REGULATION; (B) YOUR FAILURE TO COMPLY WITH ANY TERM OR CONDITION (INCLUDING, BUT NOT LIMITED TO, ALL WARRANTIES AND REPRESENTATIONS) OF THE AGREEMENT; (C) ALLEGED OR ACTUAL INFRINGEMENT BY YOUR CONTENT ANY INTELLECTUAL PROPERTY, PRIVACY, OR OTHER RIGHT OF ANY THIRD PARTY; (D) MISREPRESENTATION BY YOU OR YOUR AFFILIATES; (E) ANY BREACHES BY YOU OR YOUR AFFILIATES OF ANY DUTY TOWARD OR RIGHTS OF ANY PERSON OR ENTITY (INCLUDING, WITHOUT LIMITATION, RIGHTS OF PUBLICITY OR PRIVACY), OR THAT HAS OTHERWISE RESULTED IN ANY INJURY, DAMAGE OR HARM OF ANY KIND TO ANY PERSON OR ENTITY; (F) ANY CLAIM RELATED TO YOUR PRODUCTS OR SERVICES; (G) ANY STATEMENTS BY YOU OR YOUR AFFILIATES RELATING TO SKYGEN USA OR THE PLATFORM; OR (H) ANY AGREEMENT OR OTHER AGREEMENTS OR ARRANGEMENTS BETWEEN YOU AND ANY OTHER USER OF THE PLATFORM, HEALTHCARE PROVIDER, PAYOR, GOVERNMENT AGENCY, OR THIRD PARTY.
7. NO WARRANTY
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. EXCEPT TO THE EXTENT SPECIFICALLY PROVIDED OTHERWISE IN A SITE AGREEMENT, THE PLATFORM, INCLUDING ANY CONTENT OR INFORMATION CONTAINED IN THE PLATFORM AND ANY RELATED SERVICES, ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT, OR ANY WARRANTY ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE, WHICH ARE DISCLAIMED IN THEIR ENTIRETY. STATEMENTS OUTSIDE THE AGREEMENT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE, WHETHER MADE BY OUR EMPLOYEES OR OTHERWISE, ARE NOT WARRANTIES OR PROMISES BY US, AND WE HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY SUCH STATEMENTS.
SKYGEN USA DOES NOT WARRANT OR REPRESENT THAT ANY COMPANY OR INDIVIDUAL WILL ENTER INTO ANY TRANSACTION AS A RESULT OF USING THE PLATFORM, THE QUALITY OF ANY CREDENTIALING INFORMATION OR ANY SERVICES, THAT YOU WILL ACHIEVE ANY SPECIFIC RESULTS OR EARN ANY MONIES WHATSOEVER, OR THAT ANY USER WILL COMPLY WITH ANY LAWS OR REGULATIONS.
NEITHER WE, NOR ANY OF OUR AFFILIATES, LICENSORS, OR SUPPLIERS WARRANT THAT THE PLATFORM WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR WILL PROVIDE THE RESULTS YOU EXPECT. NEITHER WE, NOR ANY OF OUR AFFILIATES, LICENSORS, OR SUPPLIERS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR CONTENT OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. WE MAY DISCONTINUE ALL OR ANY PART OF THE PLATFORM, AND ANY PRODUCT OR SERVICE, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF THE PLATFORM, AT ANY TIME AND FROM TIME-TO-TIME.
YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE PLATFORM, RELATED SERVICES, AND ANY LINKED WEBSITES.
Some jurisdictions do not allow the disclaimer or exclusion of certain warranties. If any of the provisions of this Section are held to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of the Agreement.
8. LIMITATIONS OF LIABILITY
EXCEPT TO THE EXTENT SPECIFICALLY PROVIDED OTHERWISE IN A SITE AGREEMENT, NEITHER WE, NOR OUR LICENSORS OR SUPPLIERS ARE RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, OR OTHER DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THE PLATFORM, RELATED SERVICES, CONTENT OR INFORMATION CONTAINED IN THE PLATFORM OR ANY LINKED WEBSITE, ANY SERVICES PROVIDED TO OR BY USERS OF THE PLATFORM, ANY SKYGEN USA USER DATA, ANY REGULATORY INFORMATION, OR ANY RESPONSES, MATERIALS OR INFORMATION PROVIDED, RECEIVED, ACCESSED, PROCESSED, UPLOADED OR DOWNLOADED ON, THROUGH, TO OR FROM THE PLATFORM. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE PLATFORM, RELATED SERVICES, CONTENT OR INFORMATION, OR LINKED WEBSITES IS TO STOP USING THE PLATFORM, RELATED SERVICES, CONTENT OR INFORMATION, OR LINKED WEBSITES.
IF WE ARE FOUND TO BE LIABLE DESPITE THE LIMITATIONS ABOVE, IN NO EVENT SHALL SKYGEN USA BE LIABLE FOR ANY DAMAGES RELATING TO THE AGREEMENT GREATER THAN ONE THOUSAND U.S. DOLLARS ($1,000), TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW. WE WILL NOT BE LIABLE TO YOU FOR ANY DAMAGES AT ALL RELATING IN ANY WAY TO OTHER USERS OF THE PLATFORM.
You understand and agree that Your relationship with SKYGEN USA is limited to being a user of the Platform, and neither You nor any other user is an employee, contractor, agent, joint venturer, franchisee or partner of SKYGEN USA for any reason. Each user of the Platform acts exclusively on their own behalf and for their own benefit, and not on behalf of or for the benefit of SKYGEN USA or any other user. NEITHER WE, NOR OUR LICENSORS OR SUPPLIERS ARE LIABLE FOR ANY HARM RESULTING FROM YOURS OR THIRD PARTY ACTIONS, OMISSIONS, OR CONTENT, YOUR USE OF THE SERVICE, OR ANY ACCESS TO OR COLLECTION, USE, TRANSMISSION OR DISCLOSURE OF YOUR ORIGINAL CREDENTIALING INFORMATION OR ANY OTHER INFORMATION ABOUT YOU, OUR AFFILIATES, PROVIDER GROUPS, SUBSCRIBERS, OR ANY OTHER THIRD PARTY. WE ASSUME NO RESPONSIBILITY FOR ANY PLATFORM USER’S ACTIONS, OMISSIONS, OR CONTENT, COMPLIANCE WITH THIS OR ANY OTHER AGREEMENTS, DUTIES TO YOU OR TO THIRD PARTIES, OR ANY COMPLIANCE WITH ANY LAWS, RULES AND REGULATIONS.
Some jurisdictions do not allow the exclusion of certain liabilities. If any of the provisions of this Section are held to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of the Agreement.
9. THIRD PARTY TERMS, APPLICATIONS, AND WEBSITES
SKYGEN USA makes no representations whatsoever about any other software application, database, or website that You may access through the Platform, including any payment processor or any Widgets available on our SKYGEN USA Sites. When You access a non-SKYGEN USA software application, database, website or Widget, please understand that it is independent from SKYGEN USA, and that SKYGEN USA has no control over the content. In addition, a link to a non-SKYGEN USA website, or the availability or inclusion of a third party software application, database, or Widget on our SKYGEN USA Sites, does not mean that SKYGEN USA endorses or accepts any responsibility for the content, or the use of the linked website or Widget, or any products or services offered by that website or Widget Provider. You must ensure that whatever You select for Your use or download from that website or Widget is free of items such as viruses, worms, trojan horses, and other items of a destructive nature, and that such use or download complies with copyright and other applicable laws.
10. RESOLVING DISPUTES
THIS SECTION AFFECTS YOUR RIGHTS, PLEASE READ CAREFULLY BEFORE AGREEING TO THESE TERMS.
The Agreement is governed by and interpreted in accordance with the laws of the State of Wisconsin without regard to its rules regarding conflicts. Exclusive jurisdiction and venue for actions related to the Agreement will be the state or federal courts located in Waukesha County, Wisconsin, and the parties consent to the jurisdiction of such courts with respect to any such action. THIS INCLUDES DISPUTES WITH SKYGEN USA, ITS AFFILIATES, AND EACH OF THEIR SUCCESSORS AND ASSIGNS. WE EACH WAIVE ANY RIGHT TO A JURY TRIAL.
You acknowledge that Your breach or threatened breach of any of Your obligations regarding use or misuse of Credentialing Information, SKYGEN USA User Data, or SKYGEN USA Confidential Information would not be susceptible to relief by way of monetary damages only. Accordingly, SKYGEN USA, in that case, may apply to court for applicable equitable remedies including, but not limited to, injunctive relief, without the need to post any security.
The prevailing party in any legal action between us relating to the Agreement will be entitled to an award of reasonable attorneys’ fees, and the court shall specifically identify the “prevailing party” for this purpose in the arbitration or other award.
You and we are independent contractors, and nothing in the Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between You and us or our respective affiliates. You have no authority to make or accept any offers or make any representations on our behalf. You may not transfer, assign or otherwise convey its rights or obligations under the Agreement without the written consent of SKYGEN USA, and any attempt to transfer, assign or otherwise convey any rights or obligations in violation of this paragraph shall be void. Subject to that restriction, the Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. A failure to enforce strict performance of any provision of the Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of the Agreement. If any part of the Agreement is found illegal or unenforceable under applicable law, the Agreement will be enforced to the maximum extent permissible, and the legality and enforceability of the remainder of the provision and all other provisions of the Agreement will not be affected. The Agreement is for the benefit of the parties hereto, and is not entered into for the benefit of, and shall not be construed to confer any benefit upon, any other person or entity. The Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing the Agreement to be drafted. Any provision of the Agreement that, given its purpose, interpretation or context, logically should survive the expiration or termination of the Agreement, shall so survive. The Agreement may be agreed to via electronic signatures, and in more than one counterpart, each of which together shall form one and the same instrument.
Unless otherwise provided under a specific provision of a Site Agreement, all notices, requests, consents, and other communications under the Agreement from You to us must be in writing and shall be deemed delivered (a) 2 business days after being sent to our physical address set forth below by registered or certified mail, return receipt requested, postage prepaid, (b) 1 business day after being sent to our physical address below via a reputable nationwide overnight courier service guaranteeing next business day delivery, or (c) immediately if sent to us via electronic mail at the email address below with confirmed receipt.
We may send notifications and other communications relating to the Agreement to the email address associated with Your Platform account at that time. You will be deemed to have received all notifications, SKYGEN USA communications sent to that email address, even if the email address associated with the applicable account is no longer current. IT IS YOUR RESPONSIBILITY TO KEEP THE EMAIL ADDRESSES IN YOUR ACCOUNTS UP-TO-DATE, AND TO MONITOR YOUR EMAIL, AND TO RESPOND IN AN APPROPRIATE MANNER. Unless You tell us otherwise, or the law requires otherwise, You agree to receive all communications from us by e-mail. You agree that You are able to print the communications for Your records. You agree that all communications that we send to You electronically satisfy any legal requirement that a communication be in writing. You may choose to get legal notices in paper form through the mail if You tell us You do not want legal notices sent electronically. If You choose paper form, legal notices will be sent to You in paper form by postal mail or as otherwise permitted or required by law. All other communications not required by law to be in paper form will be sent electronically. To tell us not to send legal notices electronically, send the notice in writing and by certified and registered mail to the below, and include the postal mail address to which You would like us to send paper notices.
13. CONTACTING US
If You have any other questions or concerns regarding the Agreement, please contact us at W140 N8981 Lilly Road, Menomonee Falls, WI 53051, 855-934-9825 (phone), or firstname.lastname@example.org (email).
USE OF OUR PLATFORM AND ANY RELATED SERVICES ARE SUBJECT TO YOUR COMPLIANCE WITH THE TERMS SET FORTH IN ALL THE DOCUMENTS INCORPORATED INTO THE AGREEMENT. PLEASE READ THIS INFORMATION CAREFULLY. BY CLICKING “I AGREE” OR OTHERWISE INDICATING YOUR AGREEMENT, OR BY YOUR USING OUR PLATFORM, YOU ARE INDICATING THAT YOU AND YOUR COMPANY AGREE TO BE BOUND BY THE AGREEMENT, AND THAT YOU HAVE THE AUTHORITY TO BIND YOUR COMPANY. IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT, PROMPTLY EXIT THE PLATFORM.