Terms of Service

1. Agreement to terms.

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Zubr Consulting LLC DBA SkywardRx ("SkywardRx," "we," "us," or "our") governing your access to and use of the SkywardRx platform, website, and associated services (collectively, the "Services"). By accessing the Services or executing an Order Form that references these Terms, you agree to be bound by them. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization.

2. The Services.

SkywardRx provides clinical services — including remote patient monitoring (RPM), chronic care management (CCM), transitional care management (TCM), medication management, and diagnostic assessments — supported by a patient record that, with valid patient authorization, is aggregated from third-party health-data networks and medical record sources. SkywardRx is a business associate as defined under HIPAA and will execute a Business Associate Agreement (BAA) with each covered entity or business associate Customer prior to processing any Protected Health Information.

The Services are provided for lawful, professional use only. Customers are solely responsible for obtaining valid patient authorizations and for ensuring their use of retrieved records complies with applicable law, including HIPAA, state privacy statutes, and any applicable professional conduct rules.

3. Customer obligations.

• Maintain the confidentiality of your account credentials and notify SkywardRx immediately of any unauthorized access.
• Provide accurate and complete information when submitting retrieval requests.
• Obtain and retain valid patient authorizations before submitting any request involving PHI.
• Use the Services only for lawful purposes and in compliance with all applicable laws and regulations.
• Not attempt to reverse-engineer, circumvent, or interfere with the security or operation of the Services.

4. Fees and payment.

Fees for the Services are set forth in the applicable Order Form or as otherwise agreed in writing. All fees are due in accordance with the payment terms specified therein. SkywardRx reserves the right to suspend access for accounts that are materially past due following written notice and a cure period.

5. Intellectual property.

SkywardRx retains all right, title, and interest in and to the Services, including all underlying technology, software, processes, and documentation. Customer retains all right, title, and interest in and to Customer data, including retrieved records. Nothing in these Terms transfers ownership of either party's intellectual property to the other.

6. Confidentiality.

Each party agrees to protect the other's Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidential Information does not include information that is publicly known, independently developed, or lawfully obtained from a third party without restriction. This obligation survives termination of these Terms for a period of three years, and indefinitely with respect to PHI.

7. Disclaimers.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." SKYWARDRX DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. SKYWARDRX EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SKYWARDRX DOES NOT GUARANTEE THAT ANY PARTICULAR RECORD EXISTS, IS ACCESSIBLE FROM A GIVEN SOURCE, OR WILL BE RETRIEVED WITHIN ANY SPECIFIED TIMEFRAME, EXCEPT AS EXPRESSLY SET FORTH IN A SIGNED ORDER FORM.

8. Limitation of liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SKYWARDRX'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE FEES PAID BY CUSTOMER TO SKYWARDRX IN THE TWELVE MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF. NOTHING IN THIS SECTION LIMITS LIABILITY FOR A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF ITS HIPAA OBLIGATIONS.

9. Term and termination.

These Terms remain in effect for the duration of any active Order Form or subscription. Either party may terminate for cause upon 30 days' written notice if the other party materially breaches these Terms and fails to cure within that period. Upon termination, Customer's access to the Services will cease and each party will promptly return or destroy the other's Confidential Information, subject to applicable retention requirements.

10. Governing law and disputes.

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles. Any dispute arising under these Terms shall first be subject to good-faith negotiation between the parties. If unresolved after 30 days, disputes shall be submitted to binding arbitration under the JAMS Streamlined Arbitration Rules, conducted in Wilmington, Delaware, except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction.

11. Modifications.

SkywardRx reserves the right to modify these Terms upon 30 days' notice to Customer. Notice may be provided by email to the address on file or by posting updated Terms to this page. Continued use of the Services after the effective date of any modification constitutes acceptance of the revised Terms.

12. Entire agreement.

These Terms, together with any applicable Order Form and the BAA, constitute the entire agreement between the parties regarding the Services and supersede all prior discussions or agreements relating to the same subject matter. In the event of a conflict between these Terms and a signed Order Form, the Order Form controls.

13. Contact.

Legal notices and questions regarding these Terms may be directed to hello@skywardrx.com or by mail to Zubr Consulting LLC DBA SkywardRx, Attention: Legal, 6801 Jefferson St NE, Ste 150 PMB 33, Albuquerque, NM 87109.