Coral Platform Terms of Service

1.SERVICES

1.1 Application. The Coral Platform is a proprietary software platform utilized by healthcare providers, Coral customers, plan participants, and authorized users (hereinafter referred to as “User”) that provides Users access to health care pricing and bundled rates contracted between Coral and providers and accessible through the Platform Services as defined below. To the extent a User is accessing the Coral Platform, the User is subject to these Coral Platform Terms of Service (hereinafter referred to as “Terms”).

The Platform Services, hereinafter referred to as “Services”, include, but are not necessarily limited to, the following:

Features that enable the User to locate appropriate healthcare services and specialists to treat conditions;
Transmission of referrals of individuals who are eligible healthcare plan participants;
Approval and transmission of authorization of a consultation or procedure accepting responsibility to pay on behalf of the plan participant;
Send real time interactive secure messages for the purpose of managing an episode of care;
Communicate anything related to the delivery of care such as the scheduled date of service to cause reconfirmation of coverage and to communicate the likely invoice date for the services;
Receive and review invoices for payment including requesting exceptions for cases with unexpected medically required changes in the planned procedure;
Receive and manage payments;
Initiate and manage single cases agreements;
Communicate with other connected organizations in the context of a referral, including uploading attachments of up to 7 megabytes;
Generate reports regarding the services offered on the Coral Platform.

Create and manage subaccounts for authorized s of the Coral platform.The authorized Users may be individuals who are employees, representatives, administrators, contractors, subcontractors, affiliated that is using Coral Platform credentials under the administrative control of User to access the Services. Control in these Terms means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of equity or other voting securities, by contract or otherwise. On behalf of each of its authorized users, Users agrees that use of the Services by a User is governed by these Terms, and User shall be responsible for the violation of these Terms by any authorized user. Use of the Services shall be deemed to be acceptance of these Terms for all purposes.

1.2 Rights Granted. Coral, LLC (“Coral”) will provide Services to User, subject to these Terms of Service as well as any and all policies provided by Coral on the Coral Platform as of the date of access to the Coral Platform and thereafter. Coral reserves the right to update or modify these Terms of Service at any time and the continued use of the Coral Platform by User constitutes acceptance of any changes or modifications to these Terms of Service.

1.3License Grant. Coral grants to User a limited, non-exclusive, non-transferable, and non-sublicensable right to utilize the Services. Under no circumstances may a User modify, decompile, reverse compile, disassemble, reverse engineer, decrypt, or otherwise seek to recreate the source code of the Services, adapt the Services in any way, use the Services to create a derivative work, develop and/or offer services or products that are competitive with the Services, or grant any other person or entity the right to access to do the foregoing. Users will not modify, copy, duplicate, reproduce, unbundle, sublicense, hypothecate, sell, assign, transfer, display, distribute, lend, rent, or lease the Services or any portion thereof to any third party or assist or permit any other person or entity to do the foregoing.

1.4Ownership. User will not acquire any rights whatsoever in the Services aside from the limited rights granted herein and User hereby expressly disclaims any other rights therein. Coral will have, and shall retain, all right, title, and interest in and to the Services and all intellectual property comprising the Services, as well as any modifications or enhancements made thereto, with the sole exception of any Confidential Information (as defined below) provided by User.

1.5Restrictions. User agrees it will not, nor will it permit or assist another person or entity to: (a) sell or lease any or all of the Services; (b) provide, transmit, disclose, divulge, or make available to, or permit use of the Services by, any third party, entity or machine; (c) install, provide as a service, bundle, disclose, copy, use, or make the Services available for use, or otherwise utilize any or all of the Services in any manner that is not explicitly authorized in this Agreement; (d) publish, post, upload, or otherwise transmit any data that contains any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any systems, data, personal information, or property of another; (e) use or knowingly permit the use of any security testing tools in order to prove, scan, or attempt to penetrate or ascertain the security of Coral or the Services; or (f) use or launch, or knowingly permit the use or launch of, any automated system, including, without limitation, “robots”, “spiders”, or “offline readers”, that access the Services in a manner that sends more request messages to the Services in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser.

1.6 Security. Coral has established and will use reasonably adequate security programs and procedures relating to the Services and Coral’s storage of data. Coral agrees that its security programs and procedures meet the standards set forth in applicable regulations under the Health Insurance Portability and Accountability Act (HIPAA). To the extent information obtained or received by Coral in connection with the performance of the services constitutes “Protected Health Information”, as defined under 45 CFR 164.501, Coral agrees that such Protected Health Information will be used or disclosed by it only for the purposes of performing the Services and for such other purposes as expressly provided in 45 CFR 164.504.

USER ACKNOWLEDGES THAT USE OF OR CONNECTION TO THE INTERNET PROVIDES THE OPPORTUNITY FOR UNAUTHORIZED THIRD PARTIES TO CIRCUMVENT SECURITY PRECAUTIONS AND ILLEGALLY GAIN ACCESS TO THE SERVICES AND DATA AND THAT NO FORM OF ENCRYPTION IS FOOLPROOF. CORAL CANNOT AND DOES NOT GUARANTEE THE PRIVACY, SECURITY, OR AUTHENTICITY OF ANY INFORMATION TRANSMITTED OVER THE INTERNET OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET.

2. REPRESENTATIONS

2.1 Warranty. Coral represents and warrants that all Services will be provided in a professional and workmanlike manner. The parties acknowledge and agree that Coral does not make any warranties related to the Services available through the Coral Platform, whether express or implied, and specifically disclaims any implied warranties, whether of merchantability, suitability, fitness for a particular purpose, or otherwise for said Services.

USER ACKNOWLEDGES THAT: (A) CORAL AND THE CORAL PLATFORM DO NOT OFFER MEDICAL INTERPRETATIONS, DIAGNOSE PATIENTS, PROVIDE MEDICAL TREATMENT, OR RECOMMEND TREATMENT OR THERAPY; (B) CORAL HAS NO CONTROL OF OR RESPONSIBILITY FOR USER’S USE OF THE SERVICES OR THE DATA MANAGED, PROCESSED, STORED, OR OTHERWISE HANDLED BY THE SERVICES; AND (C) NEITHER CORAL NOR ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES ASSUME ANY RESPONSIBILITY FOR ANY ASPECT OF THE SERVICES PROVIDED IN CONJUNCTION WITH USER’S USE OF THE SERVICES OR THE DATA MANAGED, PROCESSED, STORED OR OTHERWISE HANDLED BY THE SERVICES OR RESULTING FROM ANY PROFESSIONAL SERVICES, OR USER’S REGULATORY COMPLIANCE OR PROFESSIONAL SERVICE OBLIGATIONS.

3. CONFIDENTIALITY

3.1 Confidential Information. Confidential Information includes, but is not limited to, the Services, data, any information or know-how (including, but not limited to, information relating to research, products, services, quantity, price, pricing, delivery, development, inventions, processes, engineering, marketing, techniques, providers, customers, internal procedures, business and marketing plans or strategies, finances, employees and business opportunities) concerning a party and its affiliates and disclosed by such party (the “Disclosing Party”) to the other party (the “Receiving Party”) either directly or indirectly in any form whatsoever (including, but not limited to, in writing, in machine readable or other tangible form, orally or visually) that has been marked as “confidential” or “proprietary” or with a similar legend, whose confidential nature has been made known by Disclosing Party, orally or in writing, to the Receiving Party concurrently with the disclosure of such information, or that, due to its character and nature, a reasonable person under like circumstances would treat as confidential.

Except for Confidential Information comprised of personal data or Protected Health Information, Confidential Information will not include information that: (a) is or becomes publicly available other than through the Receiving Party or its authorized representatives; (b) is in the Receiving Party’s possession at the time of disclosure as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; (c) is acquired by the Receiving Party from a third party, who provides the information without breaching any express or implied obligations or duties to the Disclosing Party; (d) is disclosed by the Receiving Party with the Disclosing Party’s prior written consent; or (e) is independently developed by the Receiving Party without reference to Confidential Information.

3.2 Level of Care. The Receiving Party will maintain the confidentiality of and agrees to use the same care to prevent disclosure of the Confidential Information as it employs to avoid disclosure, publication, or dissemination of its own information of a similar nature, but in no event less than a reasonable standard of care. The Receiving Party further agrees to use the Confidential Information only in connection with and in furtherance of the business transactions contemplated by this Agreement. The Receiving Party may disclose Confidential Information to its employees, directors, officers, affiliates, agents, subcontractors, attorneys, accountants, or professional advisors, who have a need to have access to the Confidential Information in carrying out the business transactions contemplated by this Agreement.

3.3 Compelled Disclosure of Confidential Information. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law or valid court order to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure or seek a protective order or other appropriate remedy.

3.4 Equitable Relief. The parties acknowledge that monetary damages may be inadequate to compensate the Disclosing Party in the event that the Receiving Party (or an authorized representative of the Receiving Party) breaches any provision of this section and agree that, in addition to any remedies at law, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, without the need to prove actual damages or provide a bond or similar undertaking.

4. USE OF SERVICES

Eligibility. You may use the Services only if you are 18 years or older and capable of forming a binding contract with Coral, and not otherwise barred from using the Services under applicable law. By using the Services, you represent and warrant that you have reviewed and agreed to these Terms of Service.
Registration and Your Information. If you want to use certain features of the Services, you will need to create an account (“Account”). You will need to provide an administrator, full name, email, phone number, organization TIN (if applicable), organization type (if applicable), and provider NPI number (if applicable).
Accuracy of Account Information. It is important that you provide us with accurate, complete and up to date information for your Account and you agree to update such information to keep it accurate, complete and up to date. Failure to provide accurate and timely Account information may cause disruption or cancellation of your Services. As part of these Terms of Service, you agree not to disclose your Account information (including username and password(s)) to others and will immediately notify Coral if you believe someone is using your Account without authorization.
Links to Third Party Websites or Integrations. The Services or site content may contain links to third-party websites or integrations. We provide these only as a convenience and are not responsible for the content, products or services on or available from those websites and/or integrations. These websites and/or integrations may have separate terms of use, privacy policies, and other license agreements that you will be responsible for reading, understanding and agreeing to prior to accessing or utilizing such websites and/or integrations. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites or integration.

5. GENERAL PROHIBITIONS

Users of the Coral Platform agree they are prohibited from the following:

5.1 Non-Circumvention and Unauthorized Conduct. Accessing or using contracted rates outside of the Coral Platform for any commercial, contractual, or transactional purpose; from entering into direct contracts or agreements with providers, customers, authorized users, or plan participants introduced through the Coral Platform; for charging or paying fees and/or other compensation to any third party for access to the Coral Platform, its Services, or any of its features, whether directly or indirectly; acting as an intermediary or agent for a third party to access, use, or benefit from the Coral Platform in any manner not expressly authorized; undermining or disrupting the Coral Platform’s business model, operations, or relationships with providers, customers or authorized users. Any such action is strictly prohibited and constitutes a material breach of these Terms and Coral reserves the right to immediately suspend or terminate your access to the Coral Platform and pursue all available legal remedies.

5.2 Unauthorized Competitive Activity. Soliciting and/or contracting with any customer, plan participant, authorized user, or provider on the Coral Platform to use competing software, programs, and/or services, or to take any action that would interfere with, undermine, or bypass the core Services provided by the Coral Platform.

5.3 Post, Upload, Publish, Submit, or Transmit Any User Content. Posting, uploading, publishing, submitting, or transmitting any content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;

5.4 Tampering. Accessing, tampering with, or using non-public areas of the Services, or Coral’s computer systems;

5.5 Private Information. Collecting or storing any personally identifiable information from the Services from other Users of the Services without their express permission;

5.6 Use, Display, Mirror, or Frame. Using, displaying, mirroring, or framing the Services or any individual element within the Services, Coral name, any Coral trademark, logo or other proprietary information, without Coral’s express written consent;

5.7 Security. Attempting to probe, scan or test the vulnerability of any Coral system or network or breach any security or authentication measures;

5.8 Impairment. Avoiding, bypassing, removing, deactivating, impairing, descrambling, or otherwise circumventing any technological measure implemented by Coral or any of Coral providers or any other third party (including another User) to protect the Services or site content;

5.9 Attempt. Attempting to access or search the Services or site content or download site content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Coral or other generally available third-party web browsers;

5.10 Solicitation. Sending any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

5.11 Use Services or Site Content. Using the Services or site content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms of Service;

5.12 TCP/IP. Forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;

5.13 Software. Attempting to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or site content;

5.14 Interference. Interfering with, or attempting to interfere with, the access of any User, host or network, including without limitations, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;

5.15 Metadata. Using any meta tags or other hidden text or metadata utilizing a Coral trademark, logo URL or product name without Coral’s express written consent;

5.16 Impersonation. Impersonating or misrepresenting your affiliation with any person or entity, including, but not limited to, Coral;

5.17 Law. Violating any applicable law or regulation; or

5.18 Compliance. Encouraging or enabling any other individual(s) to do any of the foregoing.

6.0 DISPUTE RESOLUTION

6.1 Mandatory Mediation of Disputes. With regard to any dispute, claim, or controversy arising out of or relating to these Terms of Service or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) we agree first to meet and confer in good faith to resolve the dispute. If we are unable to resolve the dispute within sixty (60) days (or longer, if mutually agreed), we will attempt to resolve such dispute through a mutually agreed upon neutral mediator. The expense of engaging such mediator shall be shared equally. We will each be solely responsible for all costs incurred related to mediation, including the payment of attorney's fees. In the event the mediator is unable to assist us to reach resolution, we may pursue such other remedies available at law or in equity.

6.2 Class Action Waiver. YOU AND CORAL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS.

6.3 Severability. If a mediator or court of competent jurisdiction decides that any part of these Terms of Service is invalid or unenforceable, the other sections and subsections of these Terms of Service will still apply

7. GENERAL TERMS

7.1 Entire Agreement. With the exception of any healthcare providers, Coral customers, plan participants and/or authorized users that have executed a Terms of Service Agreement with Coral, these Terms of Service constitute the complete and exclusive understanding and agreement between Coral and you regarding the Services and supersede and replace all prior oral or written understandings between Coral and you regarding the Services. For those parties that have executed a separate Terms of Service Agreement with Coral, these Terms of Service are hereby incorporated by reference into that Agreement.

7.2 Severability. If any provision of these Terms of Service is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent allowed and the other provisions of these Terms of Service will remain in full force and effect.

7.3 Assignment. You may not assign or transfer these Terms of Service, by operation of law or otherwise, without Coral’s prior written consent. Any attempt by you to assign or transfer these Terms of Service, without such consent, will be null, void and not recognized. Coral may freely assign or transfer these Terms of Service without restriction. Subject to the foregoing, these Terms of Service will bind and inure to the benefit of the parties, their successors and permitted assignees.

7.4 Notices. Any notices or other communications provided by Coral under these Terms of Service, including those regarding modifications to these Terms of Service, will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

7.5 Waiver of Rights. Coral’s failure to enforce any right or provision of these Terms of Service will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Coral. Except as expressly set forth in these Terms of Service, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms of Service or otherwise.

7.6 Contact Information. If you have any questions about these Terms of Service, the Services, the site, User Content, or Your Account, please contact Coral at info@coral.io.