Last Updated: 06/01/2020
These terms of service (these “Terms”) govern the use and access by any Customer (as defined in a Silversheet order form) or other user (each such Customer or user, a “User”) of the services provided by Silversheet, Inc. (“Silversheet”) as set forth in any order form with Silversheet or otherwise via its websites (collectively, the “Services”).
BY EXECUTING AN ORDER WITH SILVERSHEET OR OTHERWISE REGISTERING TO USE OR ACCESS ANY OF SILVERSHEET’S SERVICES, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND AGREE TO BE LEGALLY BOUND BY THESE TERMS.
If you are agreeing to these Terms on behalf of an entity, you represent that you have the authority to legally bind such entity to all of the terms and conditions of these Terms.
Silversheet reserves the right to change or modify any provision of these Terms (or any policy or guideline of Silversheet) at any time and in its sole discretion by providing notice that these Terms have been modified. Such notice may be provided by (a) sending an email, (b) posting a notice on its website, (c) posting the revised Terms on the website and revising the date at the top of the Terms or (d) such other form of notice as determined by Silversheet. Any changes or modifications will be effective 30 days after providing notice that these Terms have been modified. Continued use of any of the Services following this notice period will be deemed to constitute acceptance of such changes or modifications.
2.1. The Services provide a platform that allows User to upload, store, transmit, and verify, and manage medical credentialing documents and other data about him or herself or its employees or independent contractors (“User Data”) and verify the status of such User Data with third parties. Specific Services may be subject to additional terms, which are incorporated herein by reference. On the condition that User complies with the terms and conditions of these Terms, User grants to Silversheet a non-transferable, non-exclusive, non-sublicensable and worldwide right to access and use the Services to upload, store, and manage User Data.
2.2. To access certain parts of the Services, User must register with Silversheet. User will (a) provide accurate, current and complete information about User as may be prompted by the registration forms (“Registration Data”); (b) maintain the security of User’s password; (c) maintain and promptly update the Registration Data, and any other information that User provides to Silversheet, keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information User provides to Silversheet, including User Data. User is responsible for safeguarding the password that User uses to access Services, and User agrees to be fully responsible for activities or transactions that relate to User’s account or password. User must notify Silversheet immediately if User learns of any unauthorized use of User’s password.
2.3. Except as expressly authorized by these Terms, User may not do or attempt to do any of the following: (a) modify, disclose, alter, translate or create derivative works of the Services (or any components thereof); (b) license, sublicense, resell, distribute, lease, rent, lend, transfer, assign or otherwise dispose of the Services (or any components thereof); (c) disassemble, decompile or reverse engineer the software components of the Services (except to the extent and for the express purposes authorized by applicable law); (d) use the Services to store or transmit material which they know is infringing, libelous, or otherwise unlawful or tortious, or to store or transmit material which they know is in violation of third-party privacy rights; (e) use the Services to store or transmit any viruses, software routines or other code designed to permit unauthorized access, to disable, erase or otherwise harm software, hardware or data, or to perform any other harmful actions; (f) remove, alter or obscure any proprietary notices in or on the Services, including copyright notices; (g) copy, frame or mirror any part or content of the Services; (h) build a competitive product or service, or copy any features or functions of the Services; (i) detrimentally interfere with or disrupt the integrity or performance of the Services; (j) attempt to gain unauthorized access to the Services or their related systems or networks; (k) disclose to any third party any performance information or analysis relating to the Services; (l) upload any false or inaccurate User Data; (m) falsify or modify any information presented or delivered to User through the Services; (n) misrepresent User’s identity or credentials or the identity or credentials of any third party; (o) use the Services or any information presented or delivered to User through the Services for any purpose other than its intended purpose; or (p) cause or permit any third party to do any of the foregoing.
2.4. Silversheet reserves the right to review, improve, or change the Services, in whole or in part, at any time, provided that such change will not diminish the level of Services provided to User.
2.5. Certain features of the Services may include third-party services, including services that allow User to verify User Data. These services are subject to separate privacy policies and separate terms and conditions of the third parties that provide the service. User’s interactions with the third parties providing such services and any terms and conditions or policies associated with those interactions are solely between User and the applicable third parties. Silversheet is not responsible for any loss or damage that may occur as a result of such interactions, for any failure to connect with third-party services or initiate such interactions (whether done automatically by the Services or manually by User) or the presence of third-party information made available through the Services.
3. USER DATA
3.1. User hereby grants Silversheet a non-exclusive, non-transferable license to access, use, reproduce, host, disclose, transfer, store, and retain User Data for Silversheet to perform, maintain, and improve the Services and as otherwise set forth in these Terms.
3.2. User is responsible for maintaining all User Data associated with User’s account with Silversheet. If a Customer uploads User Data about an individual (e.g., an employee or independent contractor, such as a physician, nurse, nurse practitioner, physician assistant or other health care professional) and that individual subsequently becomes a User, then that individual User will be responsible for maintaining the User Data about himself or herself through his or her own account with Silversheet.
3.3. Silversheet may share or transfer User Data consistent with applicable law, which may include: (a) with other Users of the Services, including when a User directs Silversheet to share his or her User Data with a healthcare facility or group; (b) with third parties in connection with providing the Services, including sharing User Data with a third party database provider for verification purposes; (b) with service providers who need access to the User Data to carry out work on Silversheet’s behalf; (c) in response to a request for information if Silversheet believes disclosure is in accordance with or otherwise required by applicable law, regulation, or legal process; (d) to protect to the rights and property of Silversheet and other Users; (e) in connection with, or during the negotiations of, any merger, sale of Silversheet’s assets, reorganization, financing, or acquisition of all or a portion of Silversheet’s business to another company; and (f) with User’s consent or at User’s direction.
3.4. Silversheet will use commercially reasonable efforts to help protect User Data from loss, theft, misuse, and unauthorized access, disclosure, alteration, and destruction. Silversheet will notify User in the event of a security incident or infraction relating to the Services that affects User’s User Data.
3.5. Notwithstanding anything to the contrary in these Terms, Silversheet may retain certain User Data as required by law or for legitimate business purposes.
3.6. User represents and warrants that User has all necessary permissions, licenses, or rights to provide all User Data that User provides to Silversheet and to permit Silversheet to access, use, reproduce, host, disclose, transfer, store, and retain such User Data as set forth in these Terms or as otherwise directed by User. If User is a Customer, User represents and warrants that User has express written consent from each individual whose User Data User uploads to the Services to use and disclose such User Data as set forth in these Terms, including running verification and other checks through the Services.
3.7. User acknowledges and agrees that Silversheet may monitor, collect, disclose, use and store anonymous and aggregate statistics regarding use of the Services and/or any Users that interact with the Services (“Anonymous Usage Data”).
3.8. To the extent User receives a verifiable access or deletion request under the then current version of the CCPA, Silversheet agrees to cooperate with User in responding to such a request. Upon User’s direction, Silversheet will delete the User Data containing personally identifiable information collected and/or received in its performance of the Services within 45 business days.
4.1. Each party reserves all rights not expressly granted in these Terms, and no licenses are granted by a party to the other party under these Terms, whether by implication, estoppel or otherwise, except as expressly set forth in these Terms. For the purpose of these Terms, “Intellectual Property Rights” means all patents, copyrights, moral rights, trademarks, trade secrets and any other form of intellectual property rights recognized in any jurisdiction, including applications and registrations for any of the foregoing.
4.2. As between the parties and subject to grant in Section 2, Silversheet, notwithstanding any terms to the contrary in these Terms, owns all right, title and interest in and to the Services, information delivered or presented to User through the Services, all Anonymous Usage Data, Silversheet’s logos and trademarks, and all Intellectual Property Rights embodied in or related to the foregoing (collectively, the “Silversheet IP”).
4.3. As between the parties and subject to the grants in Section 3, User reserves all right, title and interest in and to all of his or her own User Data, any of User’s logos and trademarks, and all Intellectual Property Rights embodied in or related to the foregoing (collectively, the “User IP”).
Fees and payment for the Services will be as set forth in an order form between User and Silversheet. The terms of all orders are incorporated into these Terms by reference. User will be responsible for paying all sales and similar taxes, all license fees and similar fees levied upon the provision of the Services provided under these Terms (excluding taxes based solely on Silversheet’s net income). User will indemnify and hold Silversheet harmless from and against any such taxes and related amounts levied upon the provision of the Services and any costs associated with the collection or withholding thereof, including penalties and interest.
“Confidential Information” means all information disclosed (whether in oral, written, or other tangible or intangible form) by Silversheet to User (or otherwise discovered by User) concerning or related to these Terms, Silversheet or the Services (whether before, on or after the effective date of these Terms) that User knows or should know, given the facts and circumstances surrounding the disclosure of the information, is the confidential information of Silversheet including, but not limited to, trade secrets, know-how, business plans, the Services and other similar information. User will, during the term of these Terms and thereafter, maintain in confidence the Confidential Information and will not use or disclose such Confidential Information except as expressly permitted in these Terms. User will use the same degree of care in protecting the Confidential Information as User uses to protect its own confidential information from unauthorized use or disclosure, but in no event less than reasonable care. Notwithstanding any terms to the contrary in these Terms, any suggestions, comments or other feedback provided by User to Silversheet with respect to the Services, the Support or Silversheet will constitute Confidential Information. Silversheet will be free to use, disclose, reproduce, license and otherwise distribute and exploit suggestions, comments or other feedback as Silversheet sees fit, without obligation or restriction of any kind on account of Intellectual Property Rights or otherwise. User acknowledges and agrees that any unauthorized disclosure of Confidential Information will result in irreparable injury to Silversheet, which injury could not be adequately compensated by the payment of money damages. In addition to any other legal and equitable remedies that may be available, Silversheet will be entitled to seek and obtain injunctive relief against any breach or threatened breach by User of the confidentiality obligations hereunder, from any court of competent jurisdiction, without being required to show any actual damage or irreparable harm, prove the inadequacy of its legal remedies or post any bond or other security.
7. TERM AND TERMINATION
These terms are effective on the date User first accesses any of the Services, or as set forth in an order form between Silversheet and User, and continue until terminated or as set forth in such order form. Either party may terminate these Terms, effective immediately, if the other party (a) breaches these Terms and does not remedy such breach within 30 days after receiving written notice of the breach or (b) terminates its business activities or becomes insolvent, admits in writing to inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority. In addition, Silversheet may immediately terminate these Terms immediately with written notice to User if User uses the Services in any unauthorized manner.
8. EFFECTS OF TERMINATION
Upon any termination of these Terms, (a) all rights and licenses granted to User under these Terms will immediately cease; (b) if User is a Customer, then any order forms between User and Silversheet will terminate; (c) User will immediately pay to Silversheet any amounts due and payable to Silversheet (if any) up to the effective date of termination of these Terms; (d) User will promptly return to Silversheet all Confidential Information of Silversheet then in its possession; and (e) notwithstanding any terms to the contrary in these Terms, Sections 2.3, 2.5, 3.1, 3.2, 3.3, 3.5, 4, 5, 6, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, and 18 will survive.
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SILVERSHEET DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THESE TERMS (INCLUDING, BUT NOT LIMITED TO, THE SILVERSHEET IP), WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT SILVERSHEET KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE), WARRANTIES AS TO ACCURACY OF INFORMATION, INCLUDING INFORMATION FROM THIRD-PARTY SERVICES, AND WARRANTIES OF NON-INFRINGEMENT OR CONDITION OF TITLE.
User, at its sole expense, will defend, indemnify and hold Silversheet (and its directors, officers, employees, contractors and agents) harmless from and against any and all actual or threatened suits, actions, proceedings (at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorney fees, costs, penalties, interest and disbursements) caused by, arising out of or resulting from User IP or User’s violation (or alleged violation) of these Terms (including, any breach or alleged breach by User of any of User’s representations or warranties).
11. LIMITATION OF LIABILITY
IN NO EVENT WILL SILVERSHEET OR ITS SUPPLIERS BE LIABLE TO USER, ANY USERS OR ANY THIRD PARTY FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES WHATSOEVER, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SILVERSHEET IP, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY), EVEN IF SILVERSHEET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, IN NO EVENT WILL SILVERSHEET’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE FEES PAID BY USER TO SILVERSHEET DURING THE SUBSCRIPTION PERIOD WITHIN WHICH THE DAMAGES AROSE. NOTWITHSTANDING ANY TERMS TO THE CONTRARY IN THESE TERMS: (A) THE SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE OF ANY SERVICE LEVEL STANDARDS ARE THE CREDITS PROVIDED UNDER THESE TERMS; AND (B) SILVERSHEET WILL NOT BE LIABLE FOR ANY DISCLOSURE OF, UNAUTHORIZED USE OF OR UNAUTHORIZED ACCESS TO ANY USER DATA UNLESS SILVERSHEET HAS BREACHED ITS OBLIGATIONS UNDER SECTION 3.4.
12. GOVERNING LAW AND DISPUTE RESOLUTION
These Terms will be governed by and construed in accordance with the laws of the State of California, without resort to its conflict of law provisions. The state or federal court in San Diego, California, will be the jurisdiction in which any suits should be filed if they relate to these Terms. If a party initiates any proceeding regarding these Terms, the prevailing party to such proceeding is entitled to reasonable attorneys’ fees and costs for claims arising out of these Terms.
13. FORCE MAJEURE
Except for payments due under these Terms, neither party will be responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control including, but not limited to, acts of God (fire, storm, floods, earthquakes, etc.), civil disturbances, disruption of telecommunications, disruption of power or other essential services, interruption or termination of service (including, hosting services) by any service providers being used by Silversheet, labor disturbances, vandalism, cable cut, computer viruses or other similar occurrences, or any malicious or unlawful acts of any third party (a “Force Majeure Event”).
14. NO WAIVER
Either party’s failure to enforce any provision of these Terms will not be deemed a waiver of its right to enforce such provision later or any other provision of these Terms.
15. RELATIONSHIP OF THE PARTIES
Neither party will, for any purpose, be deemed to be an agent, franchisor, franchise, employee, representative, owner or partner of the other party, and the relationship between the parties will only be that of independent contractors. Neither party will have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever. This Agreement is for the benefit of, and will be enforceable by, User and Silversheet only. This Agreement is not intended to confer any right or benefit on any third party (including, but not limited to, any employee of any party). No action may be commenced or prosecuted against a party by any third party claiming as a third-party beneficiary of this Agreement or any of the transactions contemplated by this Agreement.
User may not assign, delegate or transfer (by sale, merger, operation of law or otherwise) these Terms or any right, title, interest or obligation hereunder without the prior written consent of Silversheet. Any attempted or purported assignment, delegation or transfer in violation of the foregoing will be null and void and without effect. Silversheet may assign these Terms without User’s prior written consent. These Terms will be binding and inure to the benefit of such assignees, transferees and other successors in interest of the parties, in the event of an assignment or other transfer made consistent with the provisions of these Terms.
17. ELECTRONIC COMMUNICATIONS
Silversheet may choose to electronically deliver all communications with User, which may include email to the email address User provides to Silversheet. Silversheet’s electronic communications to User may transmit or convey information about action taken on User’s request, portions of User’s request that may be incomplete or require additional explanation, any notices required under applicable law and any other notices. User agrees to do business electronically with Silversheet and to receive electronically all current and future notices, disclosures, communications and information and that the aforementioned electronic communications satisfy any legal requirement that such communications be in writing. An electronic notice will be deemed to have been received on the day of receipt as evidenced by such email.
If any provision of these Terms is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other provisions of these Terms will nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by these Terms is not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal or incapable of being enforced, the parties will negotiate in good faith to modify these Terms so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.