Terms and Conditions

SKY CLINIC

TELEMEDICINE PLATFORM SERVICES

TERMS AND CONDITIONS

www.skyclinics.com/terms-and-conditions

1. Sky Clinics LLC (“Software Provider”) provides proprietary software and technology services collectively referred to as Sky Clinic Telemedicine Platform Services (the “Services”). These Services support digital care delivery by enabling:

Patient scheduling and intake
Telehealth consultations
Documentation of Patient Encounters
Workflow management for licensed Clinicians and administrative Agents
Secure management of clinical and billing data

The Customer seeks access to the Services to operate and manage its branded telemedicine offerings (the “Customer’s Website”), and Software Provider agrees to provide such access and support, subject to the terms of this Agreement and any applicable exhibits. In the event of a conflict between these Terms and Conditions and the applicable Order Form executed by Customer, These Terms and Conditions govern Customer’s use of the Sky Clinics platform, including responsibilities related to data privacy, security, compliance, and acceptable use.
In the event of a conflict between these Terms and Conditions and the applicable Order Form, the Order Form shall govern the scope of services and pricing. These Terms and Conditions shall govern platform usage, compliance, and conduct, unless otherwise agreed in writing by the parties.

Core Platform & Role Definitions
Agent: An individual authorized by Customer to access the Sky Clinics platform under the Customer’s account, including roles such as clinical coordinators, intake staff, or administrative users. Agents do not deliver billable care and are not considered Clinicians.

Clinician: A licensed healthcare professional, including, but not limited to, physicians, nurse practitioners, physician assistants, registered nurses, and behavioral health providers, who is authorized to deliver Patient Encounters through the Sky Clinics platform and whose services are eligible for billing or reimbursement. Clinicians must be registered and validated within the Customer’s account.

Patient Encounter: A unique instance of care initiated through the Sky Clinics platform involving a patient interaction. This may include clinical assessment, prescribing, education, or documentation, delivered synchronously or asynchronously.

Completed Patient Encounter: A Patient Encounter that has been fully documented, meets the minimum clinical and operational requirements as defined by Sky Clinics, and has been submitted by a Clinician or Agent for billing, follow-up, or compliance processing.

2. System & Legal Definitions

Applicable Law: Any federal, state, local, or international law, regulation, rule, or code applicable to the parties, including healthcare-specific statutes such as HIPAA, HITECH, and relevant state licensure laws.

Customer’s Website: The branded digital care platform operated by the Customer using the Services, through which Patient Encounters are initiated and managed.

Fulfillment Contract: A contract between the Software Provider or its affiliate and a third-party pharmacy to lawfully dispense medications prescribed during a Patient Encounter.

Protected Health Information (PHI): As defined under 45 C.F.R. § 160.103, any individually identifiable health information collected, used, or transmitted in connection with the Services.

Service Area: All U.S. states and territories in which Sky Clinics or its pharmacy affiliates are legally authorized to deliver Services.

Software: The proprietary codebase, systems, and tools used by Software Provider to deliver the Sky Clinics Telemedicine Platform Services, including all updates, enhancements, or modifications.

Security Incident: Any actual or attempted unauthorized access, acquisition, use, or disclosure of Personal Information or PHI, including breaches or interference with platform infrastructure.

Covered Entity: As defined under 45 C.F.R. § 160.103, a health care provider, health plan, or health care clearinghouse that transmits any health information in electronic form in connection with a HIPAA-covered transaction. For purposes of this Agreement, the Customer is the Covered Entity.

Business Associate: As defined under 45 C.F.R. § 160.103, a person or entity who performs certain functions or activities on behalf of, or provides certain services to, a Covered Entity that involve the use or disclosure of Protected Health Information (PHI). Under this Agreement, Software Provider is the Business Associate.

3. RESTRICTIONS AND RESPONSIBILITIES

3.1 Platform Access and Use Restrictions

Customer shall not, directly or indirectly:

Reverse engineer, decompile, disassemble, or attempt to discover the source code, architecture, or algorithms of the Sky Clinics platform or Services (“Software”).
Modify, translate, or create derivative works based on the Software or Services (except where explicitly permitted in writing by Software Provider).
Use the Services for timesharing, reselling, sublicensing, or for the benefit of any third party not affiliated with Customer.
Remove, obscure, or alter any proprietary notices, trademarks, or branding from the platform or Services.
Disclose, replicate, or provide access to the Sky Clinics platform, Software, or documentation to any competing entity or unauthorized third party.

Customer is granted a limited, non-exclusive, non-transferable license to use the Software solely in connection with the Services and only during the Term of this Agreement. All terms of this Agreement and the Order Form are strictly confidential.

3.2 Export Controls

Customer may not export or re-export the Services, Software, or related data in violation of U.S. export control laws or regulations, including those of the Department of Commerce and the Department of Treasury. All Software and documentation are “commercial items” as defined under FAR §2.101 and DFARS §252.227-7014 and use by the U.S. Government is restricted by this Agreement.

3.3 Geographic Limitations

The Services are intended solely for use by residents of the United States. Customer shall not offer, promote, or use the Services outside of the U.S. or in jurisdictions where such use would violate local law.

3.4 Scope of Services – No Clinical Practice

Software Provider is a technology vendor only. It does not provide medical, pharmaceutical, or legal advice and does not engage in or control the provision of clinical care. All decisions related to Patient Encounters, prescribing, dispensing, or clinical actions are the sole responsibility of the Clinician or Pharmacy involved.

3.5 Minor Use Prohibition

The Services are not intended for individuals under the age of 18. Customer shall not market or deliver Services to minors.

3.6 Intellectual Property and Confidentiality

Sky Clinics retains all right, title, and interest in and to the platform, Services, and all related Software and documentation, including but not limited to any Confidential Information shared with Customer. This Agreement does not grant Customer any ownership rights. Customer is solely responsible for securing its own operational systems, including those used for billing, payment collection, and service tracking. Software Provider does not own or operate any Pharmacy or medical practice providing care through the platform.

3.7 Legal and Regulatory Compliance

Customer represents and warrants that it will comply with all Applicable Laws, including HIPAA, state telehealth laws, and Software Provider’s policies. Customer agrees to indemnify and hold harmless Software Provider for any claims arising from Customer’s misuse of the Services or violations of law. Software Provider may monitor use of the Services and suspend access for violations.

3.8 Use of Trademarks

Customer may reference Software Provider or display limited branding as authorized. Use of any Sky Clinics trademarks requires prior written consent. Either party may publicly identify the other during the Term, but shall not imply endorsement or partnership. Upon termination, both parties must remove public references.

3.9 Insurance Requirements

Customer shall maintain, and upon request provide evidence of, the following insurance coverage:

Commercial General Liability: $1M per occurrence / $3M aggregate
Employer’s Liability and Workers’ Compensation as required by law
Cyber Liability Insurance: $3M per occurrence minimum
Umbrella/Excess Liability: $3M minimum, all policies primary and non-contributory

All policies must be underwritten by carriers with a minimum AM Best rating of A, and name Software Provider as an additional insured (excluding Workers’ Comp).

3.10 Anti-Kickback and Referrals

This Agreement does not require, and shall not be construed to induce, the referral of patients between the parties. Payments hereunder represent fair market value and are not in exchange for referrals or inducements prohibited by law.

3.11 Trademark Notice

4. CONFIDENTIALITY AND PROPRIETARY RIGHTS

4.1 Confidentiality Obligations

Each party (the “Receiving Party”) acknowledges that it may receive non-public, confidential, or proprietary information (“Proprietary Information”) from the other party (the “Disclosing Party”) in the course of performing this Agreement.

Proprietary Information includes, but is not limited to:

For Software Provider: all non-public technical, operational, business, and financial information, including source code, system architecture, and feature sets of the Sky Clinics platform and Services.
For Customer: all non-public data submitted to the platform by Customer or its authorized Agents and Clinicians in connection with the Services, including business processes, Patient Encounter data, and any platform usage data (“Customer Data”).

The Receiving Party shall:

Use reasonable care to protect the confidentiality of Proprietary Information.
Not use the Proprietary Information for any purpose other than to perform its obligations under this Agreement.
Not disclose such information to any third party, except to employees, contractors, or legal representatives bound by equivalent confidentiality obligations.

These obligations shall not apply to information that the Receiving Party can demonstrate:

Was publicly available through no fault of its own.
Was lawfully obtained from a third party without restriction.
Was known to the Receiving Party prior to disclosure.
Was independently developed without reference to the Proprietary Information.
Is required to be disclosed by law, subpoena, or regulatory authority, provided the Receiving Party gives reasonable prior notice to the Disclosing Party where legally permissible.

Confidentiality obligations under this section shall remain in effect for five (5) years following the termination of this Agreement.

4.2 Ownership of Data and Technology

Customer Data: Customer retains full ownership of all right, title, and interest in and to its Customer Data and any data derived therefrom that is provided to Customer as part of the Services.
Software and Services: Software Provider retains all right, title, and interest in and to:
- The Sky Clinics platform and Software, including all updates, enhancements, and modifications.
- Any tools, applications, or inventions developed in the course of providing support.
- All intellectual property rights associated with the Services.

No transfer of ownership or license is granted to either party except as explicitly stated in this Agreement or the Order Form.

4.3 Aggregated and De-Identified Data

Notwithstanding the foregoing, Software Provider may collect, analyze, and use de-identified or aggregated data derived from platform usage, including metadata about Patient Encounters and Agent activity, for the purposes of improving the Services, ensuring platform stability, diagnostics, benchmarking, and product development.

Software Provider may disclose such data externally in aggregate or de-identified form, provided it does not identify Customer, any Clinician, or any individual patient.

4.4 Public Reference Rights

Customer grants Software Provider permission to:

Identify Customer as a user of the Sky Clinics platform on its website and marketing materials.
Reference Customer as a case study or satisfied client in promotional efforts.

This use shall be royalty-free and considered additional consideration for access to the Services. Customer may revoke these rights with thirty (30) days’ written notice.

5. PAYMENT TERMS AND FEES

5.1 Fees and Pricing Schedule

Customer agrees to pay all fees (“Fees”) as set forth in the applicable Order Form.

Fees may include:

Per Encounter Fees for each Completed Patient Encounter.
Monthly Minimum Fees based on active Clinician and Agent usage.
One-time or recurring setup and platform access charges, where applicable.

Software Provider reserves the right to modify its pricing structure. Any fee changes will be communicated to Customer at least thirty (30) days in advance and will apply to the next billing cycle unless a longer notice period is required by Applicable Law.

5.2 Billing and Payment Terms

Fees will be invoiced or charged monthly after the close of each calendar month. Monthly billing statements will be provided to Customer in HTML, PDF, and CSV formats and may also be accessible through the Sky Clinics platform.

Accepted payment methods include credit card, debit card, or ACH transfer. Payments will be processed automatically unless otherwise agreed in writing. If Software Provider elects to invoice Customer, full payment is due within thirty (30) days of the invoice date.

Unpaid amounts may be subject to:

A finance charge of 1.5% per month (or the maximum allowed by law); and
Suspension or termination of Services until the outstanding balance is paid.

Customer is responsible for all applicable taxes related to the Services, excluding taxes based on Software Provider’s net income. If collections action is required for unpaid balances, Customer agrees to reimburse Software Provider for all associated costs, including reasonable attorneys’ fees.

5.3 Billing Disputes

If Customer believes there is an error in the Fees charged, Customer must notify Software Provider in writing within ninety (90) days of the closing date of the billing statement in question. Failure to do so within this period will constitute waiver of any claim related to the disputed charges. Upon review, Software Provider may issue a credit or adjustment if an error is confirmed.

6. SECURITY

6.1 Software Provider Responsibilities

Software Provider will implement and maintain commercially reasonable administrative, technical, and physical safeguards to protect Customer Data and Personal Data stored on its systems from unauthorized access, disclosure, loss, or alteration. These safeguards are designed to comply with Applicable Laws, including data security standards under HIPAA and HITECH.

While Software Provider employs industry-standard security practices, no system is immune to risks. Customer acknowledges that Software Provider cannot guarantee absolute protection against all security threats or unauthorized access.

To maintain platform integrity, Software Provider may, at its sole discretion, take protective actions including temporary suspension of access to the Services in order to prevent data loss, breach, or harm to Customer, users, or third parties. Customer waives any claim for damages resulting from such good-faith security measures.

6.2 Customer Responsibilities

Customer is solely responsible for implementing and maintaining appropriate security procedures on its own systems and environments. This includes all Data stored or processed on Customer’s own website, servers, devices, or by third-party vendors under Customer’s control.

Customer shall:

Comply with all Applicable Laws when handling User Data and Personal Data.
Maintain the confidentiality of all access credentials used by its Agents and Clinicians.
Promptly report to Software Provider any known or suspected Security Incidents involving its account.

Software Provider reserves the right to request reasonable evidence of Customer’s compliance with applicable data security obligations. Failure to provide such evidence may result in suspension of Services or termination of the Agreement.

6.3 Security Controls

Customer is responsible for evaluating its own risk exposure and for selecting, implementing, and maintaining appropriate Security Controls to prevent unauthorized access, maintain data integrity, and fulfill its obligations under this Agreement.

“Security Controls” include, but are not limited to:

Role-based access restrictions.
Endpoint protection and firewall settings.
Secure handling of login credentials.
Staff training and internal audit protocols.

Customer is responsible for ensuring that its chosen Security Controls are adequate for its use of the Services and its regulatory requirements.

7. TERM AND TERMINATION

7.1 Term of Agreement

This Agreement will remain in effect until terminated by either party in accordance with this Section.

Customer Termination: Customer may terminate this Agreement at any time by providing written notice to Software Provider.
Software Provider Termination: Software Provider may terminate this Agreement or suspend Services at any time with written notice to Customer.
Software Provider may also suspend or terminate Services immediately, without prior notice, if:
1. Software Provider determines, in its sole discretion, that Customer presents a material risk (including fraud, credit risk, or operational risk).
2. Customer uses the Services in violation of this Agreement, Applicable Law, or platform policies.
3. Software Provider is required to do so by regulation, court order, or government authority; or
4. Any other termination right under this Agreement is triggered.

7.2 Fees and Access Post-Termination

Customer remains responsible for all Fees incurred through the effective date of termination. Upon termination, Software Provider will make Customer Data available to Customer for download via the Sky Clinics platform for a period of thirty (30) days. After this window, Software Provider may permanently delete any retained Customer Data, unless legally required to preserve it.

Sections of this Agreement that by their nature should survive termination shall continue in effect, including but not limited to: confidentiality, data handling, limitations of liability, indemnification, and outstanding payment obligations.

7.3 Return, Retention, and Destruction of Protected Health Information (PHI)

Upon termination or expiration of this Agreement, Software Provider, acting as a Business Associate, shall, at the direction of Customer (the Covered Entity), return to Customer or securely destroy all Protected Health Information (“PHI”) received or created on behalf of Customer in connection with the Services, to the extent such return or destruction is permitted by Applicable Law.

If return or destruction of PHI is not feasible due to legal, regulatory, or technical requirements (including record retention obligations, system backups, or archival integrity), Software Provider shall:

Notify Customer in writing of the conditions that make return or destruction infeasible;
b. Continue to protect such retained PHI in accordance with the HIPAA Privacy Rule, HIPAA Security Rule, and this Agreement; and
c. Limit any further use or disclosure of such PHI to those purposes that make return or destruction infeasible, or as otherwise required by Applicable Law.

Software Provider shall not retain PHI longer than necessary for the purposes described above and shall securely destroy such PHI once retention is no longer required or feasible, in accordance with industry-standard secure destruction practices.

Customer acknowledges that Customer, as the Covered Entity, is responsible for determining applicable medical record retention periods under state law, and nothing in this Agreement shall be construed to shift those statutory retention obligations to Software Provider. Nothing in this Agreement alters the Customer’s obligations as the Covered Entity to comply with state-specific medical record retention laws.

8. API ACCESS, NON-SOLICITATION, AND NON-CIRCUMVENTION

8.1 API Access and Use

Software Provider may offer access to the Sky Clinics API, which enables certain features of the Services to be used on Customer’s website(s) and integrated applications.

Customer may use the API solely for the purposes expressly authorized in the Sky Clinics API documentation or as otherwise approved by Software Provider (“Documentation”). Any unauthorized use of the API, including use for purposes not described in the Documentation or integration into unapproved environments, is prohibited.

Software Provider may periodically update, modify, or deprecate API functionality. In the event of any material change or removal of API features, Software Provider will provide Customer with advance Notice to enable continued use of the Services with minimal disruption.

8.2 API Credentials and Security

Software Provider will provide Customer with unique API credentials, including production and test keys. Customer is responsible for maintaining the confidentiality and security of its API keys and access credentials.

Customer shall:

Not share API keys with any unauthorized individual or third party.
Immediately notify Software Provider if any credentials are lost, compromised, or accessed by unauthorized users.

Software Provider is not liable for any misuse of Services resulting from Customer’s failure to secure its API credentials. All data transmitted or accessed via the API, including PHI, shall be handled in accordance with HIPAA and the terms of this Agreement.

8.3 Non-Solicitation and Non-Circumvention

During the Term of this Agreement and for five (5) years following its expiration or termination, Customer agrees not to:

Solicit or Hire Employees: Solicit for employment, or attempt to induce, influence, or hire any current or former employee or contractor of Software Provider.
Circumvent Business Relationships: Solicit business from, or enter into a direct agreement with, any Prohibited Entity in a manner that circumvents Software Provider.
c. Interfere with Contracts: Induce or attempt to influence any Prohibited Entity to terminate, alter, or breach an existing agreement with Software Provider or its affiliates.

For purposes of this section, a “Prohibited Entity” includes any Provider, Pharmacy, or network participant:

Who is or was under contract with Software Provider during the Term of this Agreement; and
Whose first introduction to Customer occurred as a result of this Agreement or the use of the Services.

8.4 Equitable Relief

Customer acknowledges that breach of this Section may cause irreparable harm for which monetary damages are inadequate. Accordingly, Software Provider may seek injunctive relief, specific performance, or other equitable remedies from a court of competent jurisdiction without posting a bond or proving actual damages.

Customer agrees not to contest the appropriateness of such relief, except as may be prohibited by Applicable Law.

9. HIPAA BUSINESS ASSOCIATE AGREEMENT

9.1 Applicability

To the extent Software Provider receives, maintains, or transmits PHI in connection with providing the Services, it shall comply with all applicable requirements of HIPAA, HITECH, and their implementing regulations as a Business Associate of Customer.

9.2 Software Provider Obligations

Software Provider shall:

Use and disclose PHI only as permitted by this Agreement or as required by law.
Implement administrative, physical, and technical safeguards to protect PHI in accordance with HIPAA Security Rule requirements.
Report to Customer any known unauthorized use or disclosure of PHI, including breaches and security incidents, without unreasonable delay.
Ensure any subcontractors with access to PHI agree in writing to comply with equivalent obligations.
Make PHI available to Customer for access, amendment, and accounting of disclosures, as required by HIPAA.
Cooperate with HHS investigations or audits related to PHI access or use.

9.3 Permitted Uses

Software Provider may use or disclose PHI solely to the extent necessary to perform its obligations under this Agreement, as permitted by 45 C.F.R. § 164.504(e). Software Provider may also use or disclose PHI as required by law, provided that any such disclosure is limited to the minimum necessary and subject to reasonable safeguards to maintain confidentiality.

9.4 Termination and Post-Termination Obligations

Upon termination of this Agreement, Software Provider shall, at Customer’s direction, return or securely destroy all PHI in its possession, except to the extent retention is required by law or is infeasible. In such cases, Software Provider shall continue to safeguard the retained PHI in accordance with this Agreement and shall not use or disclose such PHI except as required by law or as necessary to fulfill its obligations under this Agreement.

10. WARRANTIES AND DISCLAIMERS

10.1 Mutual Representations

Each party represents and warrants that it has the full power and authority to enter into this Agreement and perform its obligations hereunder, and that its execution of this Agreement does not violate any other agreement or obligation.

10.2 Customer Warranties

Customer represents and warrants that:

It is and will remain in compliance with all Applicable Laws governing the use of the Services, including those related to medical licensure, telehealth delivery, and data protection.
It is solely responsible for the actions of its Agents, Clinicians, and any third parties acting on its behalf.
All information submitted to the platform, including PHI and clinical documentation, is accurate and lawfully obtained.
It shall not use the Services to provide or facilitate care outside its authorized jurisdiction or scope of practice.

10.3 Software Provider Disclaimers

Software Provider provides the Services “as is” and “as available” and expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement.

Software Provider does not warrant that:

The Services will meet Customer’s specific requirements.
The Services will be uninterrupted, timely, secure, or error-free.
Any data or reports generated through the Services will be accurate or suitable for regulatory, clinical, or billing purposes.

10.4 No Medical Advice

Software Provider is a technology vendor only and does not provide medical, legal, or pharmaceutical advice. Any clinical decisions, diagnosis, treatment, or prescribing activities facilitated through the Services are the sole responsibility of Customer and its authorized Clinicians.

11. INDEMNIFICATION

11.1 Indemnification by Customer

Customer shall indemnify, defend, and hold harmless Software Provider and its affiliates, officers, directors, employees, agents, contractors, Providers, and Pharmacies (collectively, “Software Provider Indemnitees”) from any and all third-party claims, losses, damages, penalties, or expenses (including reasonable attorneys’ fees) arising out of:

Any malpractice, negligence, or misconduct in connection with the provision of care or services by Customer or its Clinicians;
b. Customer’s breach of this Agreement or violation of Applicable Law;
c. Any intellectual property claims related to Customer’s branding, content, or marketing;
d. Customer’s submission of insurance claims, billing practices, or financial incentives offered in a manner not compliant with law or this Agreement.

Customer shall not be required to indemnify Software Provider Indemnitees to the extent any claim arises from Software Provider’s gross negligence, willful misconduct, or material breach of this Agreement.

11.2 Indemnification by Software Provider

Software Provider shall indemnify, defend, and hold harmless Customer and its officers, directors, employees, and agents (collectively, “Customer Indemnitees”) from any third-party claims, losses, or expenses arising out of:

Software Provider’s gross negligence, willful misconduct, or material breach of this Agreement;
b. Material infringement of third-party intellectual property rights by the Sky Clinics platform or Software Provider’s trademarks.

Software Provider shall have no obligation to indemnify Customer for claims arising from Customer’s provision of medical care, prescribing activities, or pharmacy services.

11.3 Conditions of Indemnification

Each party seeking indemnification must provide prompt written notice of any claim, allow the indemnifying party to control the defense, and reasonably cooperate with defense efforts. Failure to give timely notice shall not relieve the indemnifying party of its obligations, except to the extent that delay materially prejudices its ability to defend the claim.

12. LIMITATION OF LIABILITY

12.1 Limitation of Damages

Except for liability arising from bodily injury, willful misconduct, gross negligence, breach of confidentiality, or indemnification obligations under this Agreement:

Neither party, nor their respective affiliates, officers, employees, contractors, or suppliers, shall be liable for:

Any indirect, incidental, special, exemplary, or consequential damages, including loss of revenue, profits, data, or business interruption;
b. Any costs for procurement of substitute goods or services; or
c. Any matter beyond a party’s reasonable control.

In no event shall either party’s total cumulative liability under this Agreement exceed the total fees paid by Customer to Software Provider in the three (3) months preceding the event giving rise to the claim.

12.2 Service Availability

Software Provider does not warrant that the Services will be uninterrupted, error-free, or fully secure. The Services are provided on an “as-is” and “as-available” basis. All implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement, are hereby disclaimed to the maximum extent permitted by law.

12.3 Sole Proprietor Acknowledgment

If Customer is a sole proprietor, Customer acknowledges that they are personally and legally responsible for all obligations arising under this Agreement, and that no legal distinction exists between Customer as an individual and Customer as a business entity for the purposes of liability.

13. MISCELLANEOUS

13.1 Severability

If any provision of this Agreement is held to be invalid or unenforceable, it shall be limited or modified to the minimum extent necessary to make it enforceable. The remainder of the Agreement shall remain in full force and effect.

13.2 Assignment

Customer may not assign, transfer, or sublicense its rights or obligations under this Agreement without the prior written consent of Software Provider. Software Provider may assign this Agreement in whole or in part without Customer’s consent, including in connection with a merger, acquisition, or sale of assets.

13.3 Force Majeure

Neither party shall be liable for delay or failure to perform obligations (other than payment obligations) due to an event beyond its reasonable control (“Force Majeure Event”), including but not limited to acts of God, terrorism, labor disputes, pandemics, natural disasters, power failures, or government restrictions.

If a Force Majeure Event continues for more than thirty (30) consecutive days, the parties shall confer in good faith to determine whether the Agreement should be modified or terminated.

13.4 Entire Agreement and Amendments

This Agreement, including all exhibits, order forms, and referenced documents, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior discussions and agreements, except as expressly stated in the applicable Order Form or incorporated exhibits. Any amendment or waiver must be in writing and signed by both parties, unless otherwise expressly permitted in this Agreement.

13.5 Notices

All notices under this Agreement must be in writing and shall be deemed given:

When delivered personally or sent by certified mail (return receipt requested);
When sent via nationally recognized overnight courier service (next-day delivery);
Upon electronic confirmation of delivery when sent via email to the designated business contact.

13.6 Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of law principles.

Except for Sections 2, 3, and 4, any dispute arising out of or relating to this Agreement shall be resolved as follows: (i) through good-faith negotiations between the parties; (ii) if unresolved, through non-binding mediation; and (iii) if still unresolved, through binding arbitration under the rules of the American Arbitration Association. The arbitration shall take place in a mutually agreed location and be conducted in English.

EXHIBIT B

Service Level Commitments and Technical Support

Service Availability

Software Provider shall make the Services available 99.9% of the time, measured monthly, excluding:

Weekends and Federal holidays.
Scheduled maintenance windows; and
Outages caused by third-party services, utility failures, or events outside Software Provider’s reasonable control.

Downtime Credits

If Service availability falls below this commitment, Customer’s sole and exclusive remedy shall be as follows:

For each continuous 30-minute period of downtime, Customer will receive a 1% credit of the prior month’s Service Fees, up to a maximum of one credit per day.
Total downtime credits in a calendar month shall not exceed the equivalent of one (1) week of Service Fees.

Conditions to receive credit:

Downtime must be reported to Software Provider within 24 hours of its occurrence via written notice.
Downtime begins when Customer notifies Software Provider and continues until Services are restored.
Credits are applied only to the month in which the downtime occurred and may not be redeemed for cash.

Exclusions: Scheduled maintenance, outages caused by Customer or third parties, or interruptions in accordance with Software Provider’s Acceptable Use or Security Policies shall not qualify as downtime.

Technical Support

Software Provider will provide technical support to Customer as follows:

Support Hours: Monday through Friday, 9:00 AM to 5:00 PM Pacific Time, excluding Federal holidays.
Contact Methods:
- Email: support@skyclinics.com
Ticketing: Helpdesk tickets may be submitted via phone during Support Hours, or via email at any time.
Response Time: Software Provider will use commercially reasonable efforts to respond to all helpdesk tickets within five (5) business days.