The App and services provided on the App that Coralis Health, LLC and its representatives, affiliates, officers and directors (“Coralis Health,” “we,” “our,” and “us”) provides to you are subject to the terms and conditions set forth herein (“Terms of Service”), which govern your access to and/or use of our mobile application for providers that allows providers to list their services in our provider directory and to connect with patients and caregivers seeking mental health and developmental behavioral pediatric services (the “App”), and includes any content, products, and services provided through the App.

In this Terms of Service, “you” and “your” refers to healthcare providers that purchase a membership to, register and account on, and/or use the App. You represent and warrant that you are at least eighteen (18) years of age and will use and access the App in accordance with this Terms of Service.

In order to use the App, you must accept this Terms of Service and Coralis Health’s Privacy Notice, which is located here (“Privacy Notice”), and may be updated from time to time thereafter by Coralis Health in its sole and absolute discretion as described herein. By purchasing a membership to, registering a User Account or otherwise using the App, you acknowledge that you have read and accept this Terms of Service, and are entering into a legally binding agreement with Coralis Health.  If you do not accept this Terms of Service, now or in the future, please stop your use of the App immediately, in which case any continuing access and/or use of the App is unauthorized. This Terms of Service expressly supersedes prior agreements and/or arrangements between you and Coralis Health solely as it relates to the App. Notwithstanding the foregoing, if you are approved by Coralis Health as a Coralis Health Provider as described herein, you will be required to enter into a separate agreement with Coralis Health and such agreement shall also govern the relationship between you and Coralis Health as it relates to the services you provide on the App.

PRIVACY NOTICE

You also agree to Coralis Health’s Privacy Notice and consent to any personal information we may obtain about you being collected, stored, and/or otherwise processed in accordance with the Privacy Notice and this Terms of Service.

CHANGES TO TERMS

Subject to the terms and conditions set forth herein, Coralis Health may, at any time and for any reason, in its sole and absolute discretion, make changes to the App and/or modify this Terms of Service. If Coralis Health makes changes and/or modifications that affect your access to and/or use of the App, Coralis Health will provide a notice of such changes only by posting the updated Terms of Service on the App and Coralis Health will change the “last updated” date listed above.  We may also provide you with additional forms of notice of modifications and/or updates as appropriate under the circumstances.  Your use of the App following any changes and/or modifications will constitute your acceptance of such changes and/or modifications.  If you do not agree with the changes and/or modifications, you shall not use the App after the effective date of the changes.  Please revisit this Terms of Service regularly to ensure that you stay informed of any changes.

DESCRIPTION OF SERVICES

 General. Coralis Health provides a provider directory for patients and caregivers that healthcare providers may apply to have their information listed on and made accessible to our patient app users. Coralis Health also provides a healthcare platform for providers that allows certain pre-approved Coralis Health Providers (as defined herein) to coordinate care and provide telehealth services in the areas of developmental behavioral pediatrics and mental health. Coralis Health verifies healthcare professionals listed on our directory of providers which is available to view by individuals from within our patient app. You may apply to be listed on our directory of providers by setting up a User Account through the App, passing our verification process and paying the applicable fees. Caregivers or individuals may search the Coralis Health directory of providers and find various services they need from within the App after setting up a patient User Account and paying the applicable fees. The App also offers certain pre-approved providers a telehealth communication platform, scheduling tools, and an in-App navigator to keep track of care coordination. In order to receive access to these tools you must first apply to be a Coralis Health Provider, be approved as a Coralis Health Provider by Coralis Health and pay the applicable fees as described herein.

Eligibility.  You  represent and warrant that you are   eighteen  (18)  years  or  older  and  have  the  requisite power  and  authority  to  enter  into  this  Terms  of  Service and  meet  any  other  applicable  requirements as described herein and/or provided by Coralis Health. 

 Use  and Availability. Use of the App is at your own risk. Coralis Health retains the right, in our sole and absolute discretion, to deny service and/or access to the App to anyone at any time and for any reason without liability. While we use reasonable efforts to keep the App accessible, the App may be unavailable from time to time.  You understand and agree that there may be interruptions to the App and/or access to your User Account (defined below) due to circumstances both within our control (e.g., routine maintenance) and outside of Coralis Health’s  control, for which Coralis Health will bear no responsibility.  The App may be modified, updated, suspended and/or discontinued at any time without notice and/or liability.

Creating an Account. In order to access and use the App, apply to be listed on our provider directory in the App, apply to be designated as a Coralis Health Provider in the App and/or to purchase additional tools and provide services as a Coralis Health Provider, you must download the App from the ‘Google Play’ and/or ‘Apple Store’ (which are subject to the terms and conditions provided by the applicable app store) and you are required to agree to this Terms of Service and Privacy Notice. Once the App is downloaded, you must establish an account on the App. To establish an account on the App, you are required to select a unique username (“Username”) and a unique user password (“Password“) (collectively, a “User Account“).  When setting up a User Account, you are required to (i) abide by all applicable laws, rules, and regulations, as well as indicate agreement to this Terms of Service, (ii) provide contact information, and (iii) submit any other form of authentication required during the enrollment process, as determined by Coralis Health in its sole and absolute discretion.  If you establish a User Account with Coralis Health, you agree to provide true, accurate and current information in connection with your User Account. You are responsible for updating and correcting information you have submitted to create and/or maintain your User Account. You are solely responsible for managing your User Account and are prohibited from using other disguised identities when using the App. We may refuse to grant you a User Account with a name that impersonates someone else, if it may be illegal, vulgar, offensive, and/or if it may be protected by trademark and/or other proprietary rights, as determined by Coralis Health in its sole and absolute discretion. Any Username and Password used for the App are for individual use only.  You are solely responsible for maintaining the security and confidentiality of the password you use to access your User Account.  You understand and agree that Coralis Health shall have no responsibility for any incident arising out of, or related to, your account settings. Coralis Health will assume that anyone using the App and/or transacting through your User Account is you.  Therefore, you further agree to immediately notify Coralis Health of any unauthorized use of your Username, Password and/or User Account and/or any other breach of security.

Your User Account  is non-transferrable and may not be sold, combined and/or otherwise shared with any other person. If you violate any of these limitations and/or this Terms of Service, we may terminate your User Account  immediately. Upon termination, the provisions of this Terms of Service that are by their nature intended to survive termination (including without limitation any disclaimers, limitations of liability, and indemnities) shall survive such termination. If we terminate your User Account, you may not subscribe under a new account unless we formally invite you. If you commit fraud and/or falsify information in connection with your access and/or use of the App, or in connection with your User Account, your account will be terminated immediately and we reserve the right to: (a) hold you liable for any and all damages that we suffer, (b) pursue legal action through relevant local and national law enforcement authorities, and/or (c) notify your Internet Service Provider of any fraudulent activity we associate with you and/or your access to and/or your use of the App.

Provider Directory Verification. If you are a licensed health care provider and would like to apply to be included in our directory of providers, you must complete our verification process. After setting up a User Account, and indicating your choice to have your information included in our provider directory, by selecting ‘Apply to be included in our directory’ you will be required to submit professional licensing information through the App. It will generally take 5-7 business days for Coralis Health to review, verify and approve and/or deny your application. Approval and/or denial is in Coralis Health’s sole discretion. We will contact you through the App and/or by email to provide you with notice of approval and/or denial of your application. If you apply and do not hear back from us within 7 business days, please reach out to us through the App or by contacting us at admin@coralishealth.us. Approval and/or denial is in Coralis Health’s sole and absolute discretion. Subject to the payment of fees and adherence to these Terms of Service, upon approval, your information will be published in our provider directory available to patients and caregivers through our patient app within 48 hours. By applying through the App, you agree to have your professional services listed in our directory of providers and your name, contact, and professional licensing information published in our patient app. If Coralis Health denies your application, you may reapply by providing updated or corrected information. Prior to approval, your access to the App will be limited to the profile section and application functionality of the App.

Becoming a Coralis Health Provider and the Verification Process. A “Coralis Health Provider” means a healthcare provider that (i) is approved by Coralis Health to be listed on our provider directory in the App, (ii) is approved by Coralis Health to be designated as a Coralis Health provider in the App and (iii) purchases or is provided by Coralis Health, and maintains a corresponding provider network membership. In the event a you desire to be designated as a Coralis Health provider and provide behavioral pediatric and mental health services to patients that have an account on the App, you may apply by submitting an application through the App by selecting ‘Apply to become a Coralis Health Provider’ in the App. In the event Coralis Health approves you as a Coralis Health Provider, you will be required to enter into a separate agreement with Coralis Health and such agreement shall also govern the relationship between you and Coralis Health as it relates to the services you provide on the App. In such event, you agree to (i) abide by these Terms of Service, including without limitation any terms and conditions set forth herein specifically applicable to Coralis Health Providers, (ii) abide by the terms and conditions of the separate agreement you enter into with Coralis Health to be designated as  a Coralis Health Provider, and (iii) purchase a membership to certain add on tools that allow Coralis Health Providers to schedule, coordinate care for, and provide telehealth services to patients.  Approval and/or denial to be a Coralis Health Provider is in Coralis Health’s sole and absolute discretion.

Communications From Coralis Health.  By using the App, you agree to receive certain communications in connection with the App.  When you access and/or use the App, you are communicating with us electronically, and you consent to receive communications from us electronically including but not limited to notices related to the App provided to you via email and through the App.  You agree that all agreements, notices, disclosures and/or other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.  Your consent to receive records and notices electronically will remain in effect until you withdraw it.  You may withdraw your consent to receive further records and notices electronically at any time by contacting us.  If you withdraw your consent to receive such records and notices electronically, we will revoke your access to the App.  Any withdrawal of your consent to receive records and notices electronically will be effective only after we have a reasonable period of time to process your request for withdrawal.

CONFIDENTIALITY

 During your access to and/or use of the App, you may have access to certain information of Coralis Health that is not generally known to others including any and all information relating to Coralis Health and its business, including without limitation, its business, legal, and operational practices, financial, technical, design, performance characteristics, commercial, marketing, competitive advantage or other information concerning the business and affairs, partnerships and potential partnerships, business model, fee structures, employees, funding opportunities, metrics, object code, source code, architecture, algorithms, techniques, formulas, processes, know-how, systems, ideas, inventions (whether or not patentable or copyrighted), feedback, procedures and techniques that have been or may hereafter be provided or shown to the other party, regardless of the form of the communication and the terms and conditions of this Terms of Service (collectively, the “Confidential Information“).  In addition, the structure, sequence, organization and code of the App constitute valuable trade secrets of Coralis Health.  You will use best efforts to protect and prevent any access to the Confidential Information.

YOUR RESPONSIBILITIES

Coralis Health grants you the rights set forth herein, subject to the following conditions:

• You shall not modify, disassemble, create derivative works, publicly display, reverse engineer and/or otherwise reduce to human-perceivable form all or any part of the App;
• You agree not to submit and/or transmit any emails, User Content or other materials through the App that contain a virus, worm, Trojan horse and/or any other harmful component designed to interrupt, destroy and/or limit the functionality of any computer software and/or hardware and/or telecommunications equipment, and/or that is designed to obtain unauthorized access to any information;
• You may not access all or any part of the App in order to build a product or service which competes with the App and/or any products and/or services offered by Coralis Health;
• You shall not copy, store, reproduce, duplicate, transmit or distribute a significant portion of the content on the App;
• You shall not obtain or attempt to obtain any data through any means from the App, except if we intend to provide and/or make it available to you;
• You shall not pretend to be someone else, use someone else’s identity or misrepresent your affiliation with a person or entity;
• You shall not copy or imitate part or all of the design, layout, and/or look-and-feel of the App and/or individual sections of it, in any form or media;
• You are only authorized to view, use, copy for your records and download small portions of the content on the App for your informational, non-commercial use; provided that you leave all copyright and other proprietary notices intact;
• You are responsible for the accuracy and quality of the data and content that you submit;
• You agree to act in accordance with all applicable laws, rules and regulations (including rules related to professional ethics and conduct);
• You represent that you have the necessary permissions to use and authorize the use of User Content as described herein;
• You shall not submit User Content (defined below), in any form, that is harmful, offensive, inaccurate or otherwise inappropriate including without limitation libelous, defamatory, discriminatory, harassing, racially, ethnically, hateful, profanatory and/or otherwise objectionable;
• You shall not imply that User Content is in any way sponsored or endorsed by Coralis Health;
• You agree not to intentionally hold Coralis Health and/or our employees and/or directors up to public scorn, ridicule or defamation;
• You will not promote and/or provide information about illegal activities and/or physical harm and/or injury to any group, individual, institution and/or property;
• You will use commercially reasonable efforts to prevent unauthorized access to and/or use of the products, services and content provided on the App, and to notify Coralis Health promptly of any such unauthorized access and/or use;
• You shall not use the App for any unlawful purpose and/or to violate any federal, state, international law, code of conduct and/or other guidelines which may be applicable to the App provided; and
• You will not submit User Content that violates, plagiarizes and/or infringes the rights of third parties including, without limitation, copyright rights, trademarks, rights of privacy or publicity and/or any other proprietary right; and/or that is designed to obtain unauthorized access to any information.

You acknowledge that a breach of any of the foregoing terms and conditions and/or any other terms and conditions related to Coralis Health’s intellectual property may result in irreparable and continuing damage to Coralis Health for which monetary damages may not be sufficient, and agree that Coralis Health will be entitled to seek, in addition to its other rights and remedies hereunder or at law, injunctive or all other equitable relief, and such further relief as may be proper from a court of competent jurisdiction. The terms of this Section shall survive the expiration or termination of this Agreement.  In addition, Coralis Health shall not be subject to any obligations of confidentiality regarding any information or materials provided by you unless required by law or otherwise set forth in our Privacy Notice. The commercial use, reproduction, transmission or distribution of any information, software or other material available through the App without the prior written consent of Coralis Health is strictly prohibited.

USE OUTSIDE DEFINED AREA 

Please be aware that our App is directed to those individuals and entities located in the United States, and are subject to United States laws, including laws governing privacy and security of your information. It is not directed to any person or entity in any jurisdiction where (by reason of nationality, residence, citizenship or otherwise) the publication or availability of the App and its content, including its products and services, are unavailable or otherwise contrary to local laws or regulations. If this applies to you, you are not authorized to access or use any of the information on the App. Those who choose to access the App from other locations do so at their own risk and are responsible for compliance with applicable local laws. This Terms of Service is written in English.  To the extent any translated version of this Terms of Service conflicts with the English version, the English version controls. In the event you are using the App outside of the United States, you agree as follows: (i) you consent to having your personal data transferred to and processed in the United States; (ii) if you are located in a country embargoed by the United States, or are on the U.S. Treasury Department’s list of ‘Specially Designated Nationals’ you will not engage in commercial activities on the App (such as advertising or payments); and/or (iii) you will not use the App if you are prohibited from receiving products, services or software originating from the United States.

PROVIDING CONSULTATIONS

Non-Coralis Health Providers. If you are a healthcare provider that has not applied for and been approved by Coralis Health to be designated as a Coralis Health Provider in the App and are listed in our provider directory, Coralis Health will provide general contact and basic information about you on the provider directory and users of our patient app will not have the ability to schedule an appointment with you through the App and rather will have to contact you directly outside of the App.  Coralis Health is not liable for any interactions between you and any patient or caregiver or other user of the App. Coralis Health does not direct, has no control over, makes no representations and/or guarantees related to its users.  You agree that you are solely responsible for your interactions with any users including without limitation patients and caregivers and will indemnify, defend and hold harmless Coralis Health for any damages Coralis Health suffers in relation to any of your interactions with patients, caregivers and/or other users.

Coralis Health Providers. If you are a Coralis Health Provider (as defined herein) patients will have the ability to request a two-session consultation with you through our patient app. You will receive notification of a request for consultation through the App and by email to the email address you provide to us in the App. If you are willing to provide the consultation to the requesting patient and/or caregiver, you can approve such request for consultation through the App/ our third-party provider, Athena Health’s, platform and schedule a time for the initial session of the accepted consultation. You agree to schedule the second session of the accepted consultation after completion of the initial session directly with the patient and/or caregiver through Athena Health’s platform. You agree to provide consultations in two, 60-minute intervals. By accepting an appointment request you agree to work in good faith to schedule a mutually beneficial time for you and the patient to perform the consultation subject to the normal business hours you provide in the App. If you need to reschedule, you agree to use best efforts to contact the applicable patient through the App or Athena Health’s platform to reschedule. As a Coralis Health Provider you agree to create and provide a to-do list for the patient you provided the consultation to within two (2) days after the consultation through the App or Athena Health’s platform. Such to-do list should include important follow-up items the patient should address post-consultation.

FEES

Membership Fee for Provider Network. In order to be listed on our provider directory and use certain services on or through the App, you agree to pay Coralis Health a membership fee in the amount displayed on the App on the date you establish your User Account on the App for the membership period you elect on such date and any renewals thereof  (“Membership Period”) and/or such other one-time amount as displayed on the App the date you elect to purchase the right to access and/or use additional functionality and/or services provided on or through the App. In order to be included in our provider directory, you must purchase a provider network membership through the App and pay the applicable membership fee for the Membership Period and/or such other amount as may be set forth by Coralis Health from time to time. Membership fee prices vary based on several factors, including without limitation your business size, whether you are designated as a Coralis Health Provider and/or whether you are purchasing the right to access and/or use enhanced functionality within the App, such as access to the in-App navigator and care coordination tools, and telehealth services offered through our third-party provider, Athena Health, (“Add-ons”). Membership fees are due and payable in advance on or before the first day of the Membership Period. If you purchase Add-ons, fees for Add-ons are due and payable on a monthly basis in advance (each an “Add-on Period”) for the corresponding amounts displayed in your User Account at the time of purchase. Fees for Add-ons are due in advance by the fourth of each month. Notwithstanding anything herein to the contrary, Coralis Health may change the fees at any time at the end of your Membership Period or Add-on Period, provided that Coralis Health first notifies you by email or through the App. Coralis Health may from time to time offer limited time, free or discounted promotional trial memberships to access the provider directory and/or Add-ons. Upon sign-up for a promotional trial membership, you will provide payment information. Promotional trial membership may vary in length which will be disclosed to you upon sign-up (“free trial period”).  You will not be charged during the free trial period. Seven days prior to the end of any trial membership, you will be notified through the App that your promotional trial will be ending. TO CANCEL YOUR MEMBERSHIP AND AVOID BEING CHARGED, YOU MUST CANCEL BEFORE THE END OF THE FREE TRIAL PERIOD. See the Membership Cancellation section below for more information on how to cancel a membership. In no event will Coralis Health provide a refund of any fees paid hereunder.  Failure to pay any fees due hereunder in accordance with the terms and conditions set forth herein may result in your inability to access and/or use the App.

Consultation Fees. If you are approved as a Coralis Health Provider, you will be eligible to earn consultation fees for consultations provided by you on or through the App. In such event, the consultation fee you will receive for such consultations and the payment terms related thereto are set forth in the separate agreement entered into between you and Coralis Health when you are approved to become a Coralis Health Provider (“Consultation Fee”).  The Consultations Fee is inclusive of all applicable taxes and/or expenses. If a patient app user cancels an appointment that qualifies for a cancellation fee, you will be paid the amount displayed in the App for a qualifying cancellation when you accepted the appointment. Other than the Consultation Fee or cancellation fee, if applicable, no additional fees shall be due and/or payable to you.

Authorization to Charge for Services. You must either use a credit card, Apple Pay, Google Pay, or other payment method accepted by us to pay the fees due hereunder and you authorize Coralis Health to charge you through such payment method. You will also be responsible for charges (including without limitation membership fees, Add-on fees and applicable taxes) for the memberships, products and/or services that you elect on the App.  If the payment method you provide is declined, you agree to pay all amounts due hereunder upon our demand and will be solely responsible for any dispute with your payment method provider.

Membership Renewal. You agree that we may automatically renew your membership at the end of the Membership Period for the same duration of time as your then-current Membership Period. You authorize Coralis Health to charge you for the Membership Period at the beginning of the Membership Period and each renewal thereafter, unless you cancel your membership prior to its renewal date through the procedures described in the Membership Cancellation section below. Coralis Health will charge your credit card (or the other payment method you provided) each year, month, quarter or other applicable period (depending on the term that you selected for the membership) for the then-current applicable price.

Membership Cancellation. To cancel a membership and avoid future billing, you may cancel such membership prior to the end of the then-current Membership Period through the App or by contacting Coralis Health at admin@coralishealth.us.  Upon cancellation, you will continue to have access to the products and services included in your membership for the remainder of the Membership Period; provided that Coralis Health has received all fees related to the membership during the Membership Period. After you cancel your membership, we will not charge you any membership fees due and owing after the expiration of your then-current Membership Period. Please note that we do not provide full or partial refunds for prepaid sums. In any event, you will be able to continue to use the App throughout the remainder of the Membership Period for which you have already paid.

Payment Processing. Coralis Health uses a third-party payment platform to process payments. Your credit card information or other payment method will be processed and stored by our third-party payment processor, which is currently ‘Stripe’, but may be changed from time to time in our sole discretion. You expressly understand and agree that all payments and monetary transactions are handled by such third-party and the use of such platform is governed by the third-party’s terms and conditions and Coralis Health shall have no liability related thereto. 

In the event you elect to pay the fees due hereunder via credit card, Apple Pay or Google Pay, you authorize Coralis Health to automatically charge the payment account for the fees due and owing hereunder.  If your payment account on file is closed or the account information is changed, or if, for any reason, a charge is rejected by your payment account, you shall immediately update your payment account or supply a new payment account, as appropriate.  If you are unable to update the payment account with appropriate information, then Coralis Health will suspend access to the App, without liability, until valid payment account information is provided.  If Coralis Health believes that you have participated in a fraudulent chargeback, Coralis Health will pursue its claims against you to the fullest extent allowed by law.

Taxes, Late Fees, Right to Suspend. All fees are stated in United States Dollars and must be paid in United States Dollars.  All fees due and payable under this Terms of Service are exclusive of taxes, which will be added at the prevailing rate from time to time.  All fees due and payable by you to Coralis Health hereunder must be paid in full without any deduction, set-off, counterclaim or withholding of any kind unless required by law.  Notwithstanding anything herein to the contrary, the fees due to Coralis Health hereunder are non-refundable. In the event fees are not paid in accordance with the terms and conditions set forth herein, Coralis Health may immediately suspend access to the App, without liability, until all past due payments are made. If all past due payments are not paid in full within one week of notice from Coralis Health, your applicable memberships and/or User Account may be terminated. You are responsible for all costs of collection, including without limitation reasonable attorneys’ fees, for any payment default.

ERRORS, INACCURACIES, OMISSIONS AND PERFORMANCE

Occasionally there may be information on the App that contain typographical errors, inaccuracies, and/or omissions that may relate to services, contact information, address, and events.  We reserve the right to: (i) correct any errors, inaccuracies, and/or omissions; and/or (ii) make changes to content, descriptions, App and/or other information without obligation to issue any notice of such changes, except as prohibited by law. 

PROPRIETARY RIGHTS AND LICENSES

 Ownership. The App, any content and/or products on the App and the infrastructure used to provide the App are proprietary to Coralis Health, our affiliates, and/or other content providers.  By using the App and accepting this Terms of Service, Coralis Health grants you a limited, personal, nontransferable, nonexclusive, revocable right to access and/or use the App pursuant to this Terms of Service and to any additional terms and policies set forth by Coralis Health.  Neither this Terms of Service nor your use of the App convey and/or grant to you any rights: (i) in or related to the App except for as expressly set forth herein; and (ii) to use or reference in any manner Coralis Health’s names, logos, product and service names, trademarks or services marks or those of Coralis Health’s licensors.

 Reservation of Rights.  The materials, headers, videos, illustrations, photographs, graphics and/or any other content on the App, as well as the organization and layout of the App, are copyrighted and are protected by United States and international copyright laws and treaty provisions.  Subject to the limited rights expressly granted hereunder, Coralis Health and/or its third-party providers reserve all right, title and interest in and to the App and content, including all related worldwide intellectual property rights.  No rights are granted to you hereunder other than as expressly set forth herein.

User Content & Aggregated Data.  Please carefully choose the information, content, advice, discussions, images, photographs, video, audio, sounds, descriptions, comments, responses, posts and/or messages (collectively, the “User Content”) you choose to submit or transmit through the App from time to time.  You assume all risks associated with User Content, including anyone’s reliance on its quality, accuracy, and/or reliability by you. You also represent that you own, and/or have the necessary permissions to use and authorize use of User Content as described in this Terms of Service. You hereby grant Coralis Health a worldwide, perpetual, non-exclusive, royalty-free, irrevocable, assignable, sub-licensable, transferable license to use the User Content for purposes of providing the App.  We have no obligation to retain or otherwise provide you with copies of User Content. Notwithstanding anything herein to the contrary, Coralis Health may collect aggregated, anonymized data that cannot identify any person and that is derived from or created through the use of the Ap in order to learn about its users generally, improve its product and services and market to new and current users. 

Other.  Coralis Health reserves the right to take any action it deems necessary to protect the personal safety of our users and/or the public.  Coralis Health has no liability or responsibility to users of the App and/or any other person and/or entity for performance and/or nonperformance of the aforementioned activities. 

Feedback. If you choose to submit any questions, comments, ideas, suggestions, inventions, or other information (“Feedback”) to Coralis Health, such Feedback is non-confidential and will become the sole property of Coralis Health. Coralis Health will be able to use any Feedback for any purpose including the developing, creating and/or marketing of products or services and you acknowledge Coralis Health will give no credit or compensation to you and you have no rights to the same. Coralis Health has no obligations to review any Feedback and may use and redistribute Feedback for any purpose without restriction in its sole and absolute discretion.

SPAMMING
Gathering email addresses from Coralis Health through harvesting or automated means is prohibited.  Posting and/or transmitting unauthorized and/or unsolicited advertising, promotional materials, and/or any other forms of solicitation to other users is prohibited. We also prohibit crawling, scraping, caching, and/or otherwise accessing any content on the App via automated means (except as may be the result of standard search engine protocols and/or technologies used with Coralis Health’s express written consent).

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the App, you warrant to Coralis Health that you will not use the App for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the App in any manner that could damage, disable, overburden, and/or impair the App and/or interfere with any other party’s use and/or enjoyment of the App. You may not obtain and/or attempt to obtain any materials and/or information through any means not intentionally made available and/or provided for through the App.

USER VERIFICATION

Coralis Health may, in its sole discretion, verify a user’s identity prior to allowing such user to access and/or use the App.  Coralis Health may, without liability, refuse to process and/or may cancel access to the App,  as reasonably deemed necessary, to comply with applicable law and/or to respond to a case of misrepresentation, fraud and/or known and/or potential violations of the law and/or this Terms of Service. Except as expressly provided herein, Coralis Health does not itself verify the information and/or the qualifications of users of the App, nor does it evaluate or control in any ongoing manner exchanges between users.  Any reviews, opinions or statements expressed by a user are of those of the user alone, and are not to be attributed to Coralis Health  and Coralis Health does not take on any liability related thereto. Coralis Health cannot and does not assume responsibility for the accuracy, completeness, safety, reliability, timeliness, legality and/or applicability of anything said, written, posted, displayed and/or otherwise made available by any user on and/or in relation to the App.

DATA CHARGES AND MOBILE PHONES

You are responsible for any mobile charges that you may incur for using the App, including but not limited to data and text message charges. If you are unsure what those charges may be, you should ask your service provider before using the App.

TERMINATION

This Terms of Service will remain in full force and effect until terminated by either party in accordance with the terms and conditions set forth herein. The rights granted by Coralis Health to use the App is predicated upon your (a) acknowledgment and acceptance of this Terms of Service; (b) agreement to not share the access granted with any other person or entity; and (c) compliance with the terms and conditions set forth herein.  Coralis Health shall have the right to terminate your User Account and/or access to/and or use of the App at any time, for any reason, with or without cause, upon seven (7) days prior notice. Upon termination, you agree to immediately discontinue use of the App. If applicable, you shall be paid for any Consultation Fees and/or cancellation fees due to you as of the effective date of termination as further described in the separate agreement entered into between you and Coralis Health when you are approved to become a Coralis Health Provider.   Notwithstanding anything herein to the contrary, if you violate, or if we have grounds to suspect that you violated, this Terms of Service and/or other use parameters included on the App, we reserve the right to suspend and/or terminate your User Account, and/or refuse your use of the App (or any portion thereof) at any time without prior notice and without liability.  In the event you share the access granted with any person and/or entity, and/or misuse the system by any means actionable under a federal, state, and/or local statute, code, regulation, law, and/or civil action, Coralis Health will consider your and/or  the unauthorized user’s access as having been acquired by fraud and/or misrepresentation and will terminate your access and/or use of the App immediately.  In such a case, Coralis Health retains the right to seek civil and/or criminal redress, the entire cost of which shall be borne solely by you.

INDEMNIFICATION AND WAIVER

You shall indemnify, defend and hold harmless Coralis Health, its officers, agents, employees, contractors, subcontractors, suppliers and representatives from and against any and all claims, demands, proceedings, losses, costs, damages, awards, fees, expenses, and/or liabilities of any nature (“Claim”) arising out of and/or in the relation to (i) your violation of any law and/or the rights of a third party (ii) any breach of this Terms of Service and/or Privacy Notice by you, your officers, agents, employees, contractors and/or representatives, (iii) your use of Coralis Health’s App, your interactions with any patients, caregivers or users of our patient app  and/or (iv) fraud you commit and/or your intentional misconduct and/or negligence. You shall give prompt notice to Coralis Health upon your receipt of notice of any Claim against you which might give rise to a claim against Coralis Health. 

You acknowledge and agree that by accessing and/or using the App, you may be exposed to materials from others that you may consider offensive, indecent or otherwise objectionable, and agree to accept that risk.

Coralis Health does not direct, is not an employer, has no control over, makes no representations and/or  guarantees related to its users.  You agree that you are solely responsible for your interactions with any patients, caregivers and/or patient app users.

FOR THE AVOIDANCE OF DOUBT, EACH INDIVIDUAL HEALTHCARE PROVIDER IS RESPONSIBLE FOR THE SERVICES THEY PROVIDE TO PATIENTS WHETHER SUCH PROVIDER IS AN APPROVED CORALIS HEALTH PROVIDER OR OTHERWISE.

DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

THE APP, AND ANY CONTENT, OR SERVICES (PROVIDED BY A THIRD-PARTY OR OTHERWISE) PROVIDED THROUGH AND/OR IN CONNECTION WITH THE APP ARE PROVIDED BY CORALIS HEALTH TO YOU ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS AND/OR WARRANTIES OF ANY KIND WHETHER EXPRESS, STATUTORY AND/OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE, SYSTEMS INTEGRATION, ACCURACY, AND FROM COURSE OF DEALING, USAGE AND/OR TRADE PRACTICE, ALL OF WHICH CORALIS HEALTH EXPRESSLY DISCLAIMS.  WITHOUT LIMITING THE FOREGOING, CORALIS HEALTH AND/OR ITS LICENSORS MAKE NO WARRANTY THAT (A) THE APP, CONTENT, MATERIALS, PRODUCTS OR SERVICES (PROVIDED BY A THIRD-PARTY OR OTHERWISE) PROVIDED THROUGH AND/OR ACCESSED IN CONNECTION WITH THE APP, WILL MEET YOUR REQUIREMENTS AND/OR WILL BE CONSTANTLY AVAILABLE, UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (B) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE APP, CONTENT,  MATERIALS, OR SERVICES (PROVIDED BY A THIRD-PARTY OR OTHERWISE) WILL BE EFFECTIVE, ACCURATE AND/OR RELIABLE; AND/OR (C) CORALIS HEALTH WILL NOT BE LIABLE AND/OR OTHERWISE RESPONSIBLE FOR ANY FAILURE AND/OR DELAY IN UPDATING THE APP, ANY CONTENT AND/OR ASSOCIATED SERVICES (PROVIDED BY A THIRD-PARTY OR OTHERWISE). NO ADVICE AND/OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CORALIS HEALTH AND/OR THROUGH AND/OR FROM USE OF THE APP OR OUR THIRD PARTY-SERVICE PROVIDERS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TERMS OF SERVICE. YOU ASSUME TOTAL RESPONSIBILITY AND THE ENTIRE RISK FOR YOUR USE OF THE APP.

LIMITATION OF LIABILITY

YOUR USE OF THE APP,  CONTENT, PRODUCTS AND SERVICES (PROVIDED BY A THIRD-PARTY OR OTHERWISE) IS AT YOUR OWN RISK.  IN NO EVENT SHALL CORALIS HEALTH, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, LICENSORS, AND/OR SUPPLIERS BE LIABLE TO YOU AND/OR ANYONE ELSE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL AND/OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, INCLUDING WITHOUT LIMITATION, ATTORNEY’S FEES, THOSE RESULTING FROM LOSS OF USE, DATA AND/OR PROFITS, WHETHER OR NOT FORESEEABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, STRICT LIABILITY, AND/OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF CORALIS HEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.  THE FOREGOING SHALL APPLY DESPITE ANY NEGLIGENCE, MISCONDUCT, ERRORS AND/OR OMISSIONS BY CORALIS HEALTH, ITS EMPLOYEES, REPRESENTATIVES AND/OR AGENTS.  BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION AND/OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, CORALIS HEALTH’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

IN THE EVENT YOU ARE DISSATISFIED WITH THE APP AND/OR PRODUCTS AND/OR SERVICES PROVIDED ON THE APP, OR HAVE ANY OTHER GRIEVANCE, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE THE RIGHT TO DISCONTINUE ACCESS TO AND/OR USE OF THE APP AND/OR PRODUCTS AND/OR SERVICES PROVIDED ON THE APP.

CORALIS HEALTH’S MAXIMUM AGGREGATE LIABILITY, AND THE AGGREGATE LIABILITY OF ITS PARTNERS AND LICENSORS, TO YOU IN ANY CIRCUMSTANCE ARISING OUT OF AND/OR RELATING TO THE APP AND PRODUCTS AND/OR SERVICES PROVIDED ON THE APP IS LIMITED TO ONE HUNDRED DOLLARS (US$100.00).

LINKED SITES

The App may provide links to various other independent third-party websites, apps, content and/or activities (“Linked Sites”) that may be of interest to you and for your convenience only.  Coralis Health does not control such Linked Sites and is not responsible for their content nor is it responsible for the accuracy and/or reliability of any information, data, opinions, advice or statements contained within such Linked Sites.  You will need to make your own independent judgment regarding your interaction with these Linked Sites at your own risk. We encourage you to be aware when you leave the Services and to read the terms and conditions and Privacy Notice of each Linked Site that you visit. Coralis Health reserves the right to terminate any link and/or linking program at any time. Coralis Health disclaims all warranties, express and implied, as to the accuracy, validity, and legality and/or otherwise of any materials or information contained on such Linked Sites.

THIRD PARTY SERVICES

The App may be made available and/or accessed in connection with third party services and content that Coralis Health does not control. Your correspondence, participation in, and/or any other dealings with third parties found through the App are solely between you and such third party. For example, when you access the care coordination, scheduling and telehealth platform through the App you will be directed to our third-party provider, Athena Health, and your use of such tools and services will be governed by the terms, privacy policy and other polices of Athena Health as described herein. In no event shall Coralis Health be liable for any products and/or services of such third-party providers. You agree that Coralis Health shall not be responsible for any loss and/or damage of any sort incurred as a result of any such dealings and/or as the result of the presence of such third parties through the App. Moreover, Coralis Health shall not be responsible and/or liable for the accuracy, quality, suitability, currency and/or content of the statements and/or conduct of any third party on the App, including but limited to users of our patient app. You are solely responsible for the costs, expenses and infrastructure required to support your use of the App. You acknowledge and agree that Coralis Health utilizes third party providers to provide the Services, and any terms and conditions related to such third-party providers products and/or services shall govern the use of such third-party providers’ products and/or services. You acknowledge and agree that Coralis Health is not liable for the performance of any third-party providers’ products and/or services.

 DMCA COPYRIGHT POLICY AND COPYRIGHT AGENT

Coralis Health respects the intellectual property rights of others.  We reserve the right to: (a) terminate your User Account or any other user who infringes third-party copyrights, (b) block access to and/or remove material that we believe in good faith to be copyrighted material that has been illegally distributed by you and/or other third parties, and/or (c) remove and discontinue service to repeat offenders.  We will respond to clear notices of copyright infringement when you provide the following: 

(i)        A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(ii)       Identification of the copyrighted work claimed to have been infringed;

(iii)      Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled;

(iv)     Information sufficient to permit Coralis Health to contact you, such as your physical address, telephone number, and, if available, an electronic mail address;

(v)      A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(vi)     A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Contact information for Coralis Health’s DMCA Agent for notice of claims of copyright infringement is Coralis Health, LLC, Attn: Copyright Agent, 47 W. Division St., Suite 360, Chicago, IL 60610.  The Copyright Agent will not remove content from the Services in response to phone or email notifications regarding allegedly infringing content, since a valid DMCA notice must be signed, under penalty of perjury, by the copyright owner or by a person authorized to act on his or her behalf. Please submit such notifications by ordinary mail only and as further described by this section. The Copyright Agent should be contacted only if you believe that your work has been used or copied in a way that constitutes copyright infringement and that such infringement is occurring on the App linked to and/or from the App. All other inquiries directed to the Copyright Agent will not be responded to.

RELATIONSHIP OF THE PARTIES

You agree that you and Coralis Health are acting as independent contractors in performing any of the services contemplated under this Terms of Service and that the relationship between Coralis Health and you shall not constitute a partnership, joint venture or agency.  Neither Coralis Health nor any of Coralis Health’s employees or agents (a) is your employee, agent or legal representative, or (b) shall have any authority to represent you or to enter into any contracts or assume any liabilities on behalf of you.  Neither you nor your employees or agents (i) is an employee, agent or legal representative of Coralis Health, or (ii) shall have any authority to represent Coralis Health or to enter into any contracts or assume any liabilities on behalf of Coralis Health.  Depending on the laws of your jurisdiction,  you may be taxed for payments received by Coralis Health’s third-party service providers.  You agree to pay and withhold all taxes as required by applicable laws and jurisdictions, and may be required to provide Coralis Health’s third-party service providers with your social security number or tax identification number, as applicable.

 DISPUTE RESOLUTION

 Judicial Forum for Disputes. You and Coralis Health agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of Cook County, Illinois.  Both you and Coralis Health consent to the foregoing venue and jurisdiction. The prevailing party of any such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees.

 California Users. Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Coralis Health can be sent to our agent for notice, Attn: Coralis Health at 47 W. Division St., Suite 360, Chicago, IL 60610, or by phone at (708)722-6061.  California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

 MISCELLANEOUS
If any provision(s) and/or term(s) of this Terms of Service shall become and/or be declared illegal, invalid and/or unenforceable for any reason whatsoever, such term(s) and/or provision(s) shall be divisible from the other terms and conditions and shall be deemed to be deleted from it.  This Terms of Service shall be governed in all respects by the laws of the State of Illinois, without reference to its choice of law rules. If an applicable law is in conflict with any part of this Terms of Service, this Terms of Service will be deemed modified to conform to the law and the other provisions will not be affected by any such modification. No waiver by either you and/or Coralis Health of any breach and/or default and/or failure to exercise any right allowed under this Terms of Service is a waiver of any preceding and/or subsequent breach and/or default and/or waiver and/or forfeiture of any similar and/or future rights under this Terms of Service. All provisions of this Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, content provisions, payment provisions, ownership provisions, warranty disclaimers, indemnity and limitations of liability. You may not assign your rights and/or obligations under this Terms of Service to any other party without our prior written consent.  We may assign our rights and/or obligations under this Terms of Service to any other party at our discretion. This Terms of Service along with the Privacy Notice constitute the complete and exclusive understanding and agreement between the parties regarding the subject matter herein and supersedes all prior or contemporaneous agreements or understandings written or oral, relating to its subject matter.

CONTACT US

If you would like to request additional information regarding this Terms of Service or have an inquiry or feedback about our Services, please contact us at: admin@coralishealth.us.