Terms and Conditions

Cohere Health, Inc.

Terms of Use

Last Updated: November 18, 2024

Your access to and use of the www.CohereHealth.com website (the “Site”) is conditioned upon your acceptance of these Terms of Use.  The Site is operated by Cohere Health, Inc., (“Cohere,” “we,” “our,” or “us”). Please read these Terms of Use carefully (and the Cohere  Privacy Policy) before using any part of the Site. By accessing and using the Site, you are signifying your acceptance of these Terms of Use and the Privacy Policy which is incorporated herein by reference. If you decide to do more than review the publicly available contents of our Site, such as register or make use of the Site services, you will be asked to agree to additional terms and conditions. In the event of a conflict between those additional terms and conditions and these Terms of Use, the terms of the additional terms and conditions shall govern. If you use this Site on behalf of an organization, such as a health provider, references in these Terms of Use to “you” and “your” are intended to be references to you individually and to your organization, both of which are to be bound.

Site Content and Intellectual Property Rights

The Site may contain text, images, photographs, videos, graphics, audio, features, data, designs, and other content, trade names, trademarks, service marks, (collectively “Site Content”). Unless otherwise expressly identified, Site Content is owned by us or by our third-party licensors and we and our licensors retain all intellectual property rights with respect to the Site Content. The Site Content is protected by United States and international copyright, trademark, and other laws.

You may browse the Site and download Site Content solely to the limited extent authorized and necessary for your personal, non-commercial use. All other rights, title and interest in and to the Site Content are reserved by us and our third-party licensors. All access to and use of Site Content is further subject to the restrictions set forth in the Use Restrictions section below.

Use Restrictions

You may not use the Site for anything other than a lawful and legitimate purpose, and not in any way that would violate these Terms of Use or the law. Regardless of the location from where the Site is used or accessed, you agree to comply with all applicable laws, regulations, statutes, and ordinances in connection with the use of the Site. Examples of prohibited uses include, without limitation: (a) violation of any person’s or entity’s proprietary, publicity, privacy, or other right; (b) use of the information obtained through or from the Site to commit fraud; (c) misuse or disclosure of a person’s or entity’s confidential or proprietary information; (d) downloading or otherwise exporting programs or content from the Site in violation of United States export laws; (e) transmission, storage, or knowing receipt of any obscene or pornographic material or engaging in any misleading, tortious, defamatory, libelous, or offensive activity; (f) disruption of the Site or attempts to purposefully disrupt the Site, through use of methods such as viruses, Trojan horses, worms, time bombs, denial of service attacks, flooding, or spamming; (g) “scrape,” “data mine,” “harvest” or otherwise aggregate, collect, or compile any data or other Site Content from the Site, whether manually or through automated means (unless approved in writing by us) or (h) access or use the Site, or process any data or other Site Content from the Site, using any artificial intelligence model, tool, or capability (including without limitation large language models and generative AI), or for the purpose of developing, training, or enhancing any artificial intelligence model, tool, or capability. In addition, to the extent applicable, you agree not to use, access, combine, or disclose the information available on the Site in such a way that would violate the Health Insurance Portability and Accountability Act (“HIPAA”), its regulations or other applicable law. Please read acceptable use policy (Cohere Consent and Acceptable Use Policy) before using any part of the Site.

DISCLAIMERS OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE SITE AND THE SITE CONTENT ARE MADE AVAILABLE ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS, AND ALL USE OF THE SITE AND THE SITE CONTENT IS AT YOUR OWN RISK.  TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SITE, THE SITE CONTENT, OR YOUR ACCESS TO OR USE THEREOF.  WE HEREBY DISCLAIM ANY AND ALL IMPLIED AND STATUTORY WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT, CUSTOM, AND USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT THE SITE OR THE SITE CONTENT WILL BE ACCURATE, COMPLETE, UP-TO-DATE, OR RELIABLE; THAT ACCESS TO OR USE OF THE SITE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; THAT THE SITE, THE SITE CONTENT, OR ANY PORTION THEREOF WILL NOT CHANGE OR BE DISCONTINUED; THAT ERRORS OR DEFECTS WILL BE CORRECTED; THAT THE SITE OR THE SITE CONTENT WILL BE FREE FROM COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT ACCESS TO OR USE OF THE SITE OR THE SITE CONTENT IS LAWFUL IN ANY PARTICULAR JURISDICTION.

UNLESS OTHERWISE SPECIFICALLY IDENTIFIED, DEPICTIONS OF PEOPLE ARE FOR REPRESENTATIVE PURPOSES ONLY AND DO NOT DEPICT AN ACTUAL PATIENT OR MEMBER.

NO THIRD-PARTY LICENSOR OR SUPPLIER OF OURS HAS ANY WARRANTY, SUPPORT, OR OTHER OBLIGATIONS TO YOU IN CONNECTION WITH YOUR USE OF THIS SITE. YOU ASSUME THE ENTIRE OBLIGATION AND COST OF ANY AND ALL NECESSARY COMPUTER, MOBILE DEVICE, AND NETWORK EQUIPMENT, SERVICE CONTRACTS, AND SERVICING. IF YOU ARE DISSATISFIED WITH THE SITE OR THE SITE CONTENT IN ANY WAY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR CERTAIN OTHER WARRANTIES, SO THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU TO THE EXTENT SUCH A JURISDICTION’S LAW APPLIES AND LIMITS SUCH DISCLAIMERS.

ADDITIONAL DISCLAIMERS MAY APPEAR ON THE SITE AND ARE INCORPORATED HEREIN BY REFERENCE.

YOU ACKNOWLEDGE THAT COHERE  DOES NOT ENDORSE OR ACT IN A REPRESENTATIVE CAPACITY AND IS NOT RESPONSIBLE OR LIABLE FOR ANY SITE USER OR ANY THIRD PARTY.

No Medical Advice

Although Cohere  is dedicated to servicing the health care industry, Cohere is not authorized or licensed to provide, and does not engage in providing, medical advice. Nothing in the Site is intended to be construed as the provision by Cohere of medical advice.

 

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER INDIRECT DAMAGES OR LOSSES OF ANY KIND ARISING OUT OF OR IN ANY WAY RELATED TO THE SITE, THE SITE CONTENT, YOUR ACCESS TO OR USE THEREOF, OUR PERFORMANCE, NON-PERFORMANCE, ACTS, OR OMISSIONS IN CONNECTION THEREWITH, THE PRIVACY NOTICE, THE SITE SPECIFIC TERMS, OR THESE TERMS OF USE, EVEN IF FORESEEABLE, AND EVEN IF WE HAVE BEEN ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

UNDER NO CIRCUMSTANCES SHALL OUR TOTAL, CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL DAMAGES, LOSSES, CLAIMS, AND CAUSES OF ACTION OF ANY KIND ARISING OUT OF OR IN AY WAY RELATED TO THE SITE, THE SITE CONTENT, YOUR ACCESS TO OR USE THEREOF, OUR PERFORMANCE, NON-PERFORMANCE, ACTS, OR OMISSIONS IN CONNECTION THEREWITH, THE PRIVACY NOTICE, THE SITE SPECIFIC TERMS, OR THESE TERMS OF USE EXCEED FIVE UNITED STATES DOLLARS ($5.00).

IN NO WAY LIMITING THE FOREGOING, WE ASSUME NO OBLIGATION AND SHALL HAVE NO LIABILITY ARISING OUT OF OR DIRECTLY OR INDIRECTLY RELATED TO ANY COMMUNICATION ERRORS, SERVICE INTERRUPTIONS, OR SITE MALFUNCTIONS; THE CONDUCT OR CONTENT OF ANY SITE USER; COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS; LOSS OR CORRUPTION OF DATA; DAMAGE TO YOUR COMPUTER, MOBILE DEVICE, OR NETWORK; MALICIOUS ACTS OF THIRD PARTIES; FORCE MAJEURE EVENTS; BUSINESS INTERRUPTION OR DOWNTIME; LOSS OF BUSINESS, PROFITS, OR GOODWILL; OR ACTIONS TAKEN OR NOT TAKEN IN CONNECTION WITH INVESTIGATIONS, DEMANDS, OR CLAIMS BY US, INTELLECTUAL PROPERTY OWNERS, LAW ENFORCEMENT, GOVERNMENTAL AUTHORITIES, OR THIRD PARTIES.

THE LIMITATIONS ON LIABILITY IN THIS SECTION SHALL APPLY TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, REGARDLESS OF THE NUMBER OF INCIDENTS OR CLAIMS, AND REGARDLESS OF THE NATURE OF THE DAMAGE, LOSS, CLAIM, OR CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, INDEMNITY, OR OTHERWISE). THE LIMITATIONS ON LIABILITY IN THIS SECTION ARE AN ESSENTIAL PART OF THESE TERMS OF USE AND SHALL BE VALID AND BINDING EVEN IF ANY REMEDY IS DEEMED TO FAIL OF ITS ESSENTIAL PURPOSE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF INCIDENTAL, CONSEQUENTIAL, OR CERTAIN OTHER DAMAGES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU TO THE EXTENT SUCH A JURISDICTION’S LAW APPLIES AND LIMITS SUCH EXCLUSIONS.

 

No Third-Party Beneficiary

Nothing in these Terms of Use shall be construed to establish a basis for claims against Cohere  (its officers, directors, or employees) by third parties asserting status as third-party beneficiaries.

Down Time

Cohere  takes commercially reasonable measures so that the Site is available without significant interruption, except for scheduled down time needed to help maintain effective operation of the Site. However, difficulties with hardware, software, and equipment as well as services supplied by others may result in service interruptions.

Security

We are committed to protecting the security of this Site and the information received by us. However, please bear in mind that no website or data transmission over the Internet is 100% secure, and we do not guarantee the security of this Site, your device or network connection used to access this Site, or the Internet generally.

Links

From time to time, the Site may contain links to other sites. Such links are for your information and convenience only and the fact that they are linked to or from the Site does not mean that such sites or their contents, services, or goods, are endorsed by Cohere . When you visit such sites, please review their terms of use and privacy policies before you use them. You may not insert a link to the Site without Cohere ’s prior written permission.

Indemnification

To the maximum extent allowed by applicable law, you agree to indemnify and hold harmless Cohere and our respective directors, officers, employees, and agents from and against all claims, suits, proceedings, losses, liabilities, demands, actions, damages, losses, fines, penalties, judgments, awards, settlements, and costs and expenses (including reasonable attorneys’ fees and court costs) arising out of or resulting in whole or in part from your violation of these Terms of Use, your misuse of the Site or the Site Content, or your violation of the rights of another person or entity.

Electronic Communications

By using the Site, you are consenting to receive communications from Cohere  electronically and agreeing that Cohere  may communicate with you via e-mail, by posting notices on this Site, and, if Cohere  wishes, by regular means of communication, including for example, postal mail. You agree that all agreements, disclosures, notices, and other communications that Cohere  provides to you electronically satisfy any legal requirement that such communication be in writing.

Assignment

You may not assign, transfer, or delegate any rights or obligations under these Terms of Use, or any part thereof, without our prior written consent. Any attempted assignment in violation of the foregoing shall be null and void from the beginning and without effect. We may freely transfer, assign, or delegate all or any part of our rights and obligations under these Terms of Use without notifying you. Subject to the foregoing, these Terms of Use are binding on and will inure to the benefit of the parties and their respective heirs and permitted successors and assigns.

Severability

If any portion of these Terms of Use or the Privacy Policy is held invalid or unenforceable under applicable law, that portion shall be construed in a manner consistent with applicable law to accomplish, as nearly as possible, the objective thereof, or severed from the document if and solely to the limited extent such construction is not possible, and the remaining portion of these Terms of Use, and the Privacy Policy shall remain in full force and effect.

No Waiver

Any waiver by us must be expressed and in writing, must be directed specifically by us to you, and must be signed by our duly authorized representative. Our failure to enforce any provision of these Terms of Use or to respond to a breach by you or third parties, shall not in any way limit or waive our right to do so, including without limitation our right to enforce subsequently any provision or to assert our rights with respect to the same or similar breaches.

Entire Agreement

These Terms of Use and the Privacy Policy incorporated herein constitute the entire agreement between you and us with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements and understandings, whether written or oral, concerning the subject matter hereof.  Any conflicting or supplementary terms proposed by you in any e-mail or other communication shall not be binding on us and are hereby objected to and expressly rejected.

Contacting Us

You may contact us using the applicable posted or linked contact information or “Contact Us” functionality that we make available on the Site. When you contact us, we may request certain additional information to better understand your request, verify your identity, route your request to an appropriate representative, and/or as otherwise provided in our Privacy Notice.

You should not contact us through the Site if you are experiencing a medical emergency. If you are experiencing a medical emergency, call 911 immediately.

 

Additional Terms

From time to time, the Site may contain additional terms and conditions (the “Additional Terms”) governing your use of the Site or components thereof, which Additional Terms are hereby incorporated by reference. You agree to comply with any such Additional Terms as part of these Terms of Use.

Governing Law; Jurisdiction; Venue

These Terms of Use shall, for all purposes, be construed, governed by, and enforced solely and exclusively in accordance with the laws of the Commonwealth of Massachusetts USA, without giving effect to its conflict of law provisions or your actual state of residence or domicile. You hereby agree that the courts located in Boston, Massachusetts USA, will constitute the sole and exclusive forum for the resolution of all disputes arising out of or in connection with these Terms of Use and you hereby irrevocably consent to the personal jurisdiction and venue of such courts and irrevocably waive any objections thereto. Notwithstanding the foregoing, in connection with asserting or protecting our intellectual property or other legal rights or business interests, we retain the right to seek temporary or permanent injunctive or other non-monetary equitable relief against you in any court of competent jurisdiction.

Changes to Terms of Use

Cohere  may change the Site, its appearance, content, services, or information, at any time. Cohere  may change these Terms of Use from time to time as well. With respect to changes in the Agreement, check the Site periodically for any such changes. In addition, the effective date of the modified Agreement shall be set forth at the beginning of these Terms of Use. If you do not want to be bound by the modified Agreement or Additional Terms in your use of the Site, you should not continue to access or use the Site or use the services made available to you because you agreed to the Additional Terms. Your continued use of the Site following the posting of changes to the Agreement will constitute your acceptance of the modified Agreement. Your continued use of the services subject to the Additional Terms following the posting of changes to such Additional Terms, will constitute your acceptance of the modified Additional Terms.

Contact Us

If you have any questions about the Privacy Policy, these Terms of Use, or our Site and its operations, please contact us at: legal@Coherehealth.com

or via mail at:

Cohere Health, Inc.
226 Causeway St., Ste 403
Boston, Massachusetts 02114