Terms of Service

These Terms of Service ("Terms") govern access to and use of the Coranth scheduling service provided by Coranth LLC, a Florida limited liability company ("Coranth", "we", "us"). By creating an account, subscribing, or using the Service, the customer ("you") agrees to these Terms. If you are agreeing on behalf of an organization, you represent that you have authority to bind it.

1. The Service

Coranth is scheduling software for medical groups. It builds work schedules from the rules and requests a customer enters, publishes them, and distributes them. The Service produces a proposed schedule; the customer decides what is published and remains solely responsible for staffing, coverage, supervision, licensure, credentialing, labor law compliance, and every clinical and employment decision. Coranth exercises no professional judgment and provides no medical, legal, or employment advice.

2. Accounts

You are responsible for the accuracy of account information, for the acts of everyone you grant access, and for keeping credentials confidential. Notify us promptly of any unauthorized use. Access may be granted only to individuals within your organization or acting on its behalf, and may not be shared.

3. Fees, renewal and cancellation

Price

The subscription is charged monthly per provider, subject to a monthly minimum. Introductory pricing is $10 per provider per month with a $199 monthly minimum for the first six months. From month seven, standard pricing is $15 per provider per month with a $299 monthly minimum. There is no implementation fee.

Subscription billing

The applicable billing dates and amounts are disclosed at checkout. Generating or publishing a schedule is not a condition for payment.

Automatic renewal

The subscription renews automatically each month at the then current price until cancelled. Renewal occurs on the monthly anniversary of the subscription start. We will send notice of a price change at least thirty days before it takes effect, and the change applies only to renewals after that notice.

Cancellation

You may cancel at any time, online, in as few steps as it took to subscribe, from the Billing page inside the Service. No contract term, no minimum period, and no cancellation fee applies. Cancellation takes effect at the end of the paid period then running, and access continues until that date. Fees already paid are not refunded for a partial month, except where required by law or where we cancel under section 11 for reasons other than your breach, in which case we refund the unused portion.

Taxes and failed payments

Fees are exclusive of taxes, which you are responsible for except taxes on our income. Where a payment fails we may retry and may suspend the Service after notice, and access is restored on payment.

4. Your data and ours

You own your data. You retain all right, title and interest in the providers, rules, requests, schedules and other content you put into the Service ("Customer Data"). You grant Coranth a limited license to host, process, transmit and display Customer Data solely to provide the Service, to prevent abuse, and as this agreement otherwise permits.

You may export Customer Data at any time from within the Service in comma separated, spreadsheet and document formats. On termination we will retain Customer Data in the live system for thirty days so that it may be exported, and delete it thereafter, and we will delete it sooner on your written request. Encrypted backups age out within ninety days.

Coranth owns the Service, its software, and all intellectual property in it. Nothing here transfers any of it. We may use aggregated and de-identified information about how the Service performs to operate and improve it, provided it cannot identify you, your providers, or your group.

5. Acceptable use, and no patient information

You must not enter protected health information or any patient identifying information into the Service. The Service is for workforce scheduling. It is not a medical record, is not designed or certified for protected health information, and Coranth is not a business associate under the Health Insurance Portability and Accountability Act. You are responsible for ensuring your users comply, and you will indemnify us under section 10 for any claim arising from your breach of this clause.

You must not: use the Service unlawfully or to infringe any right; attempt to gain unauthorized access to it or to another customer's data; probe, scan or test its security without our prior written consent; reverse engineer, decompile or attempt to derive its source code; resell or provide it as a service to a third party; introduce malicious code; or use it to send unsolicited messages.

6. Availability and support

We aim to keep the Service available at all times but do not commit to a service level, and we may take it down for maintenance. Support is provided by email to support@coranth.com during United States business hours, on commercially reasonable efforts.

7. Confidentiality

Each party may receive information of the other that is marked confidential or that a reasonable person would understand to be confidential. The receiving party will protect it with at least the care it uses for its own confidential information, will use it only to perform this agreement, and will not disclose it except to personnel and advisers bound to equivalent obligations, or where compelled by law after notice to the other party where lawful. Customer Data is your confidential information.

8. Warranties and disclaimer

Each party warrants that it has authority to enter this agreement. We warrant that the Service will perform materially in accordance with its published documentation, and that we will not materially reduce its security during a paid term. Your exclusive remedy for breach of that warranty, and our entire liability for it, is that we will correct the non-conformity or, failing that within a reasonable time, terminate the subscription and refund the unused portion of prepaid fees.

Except as expressly stated in this section, the service is provided "as is" and "as available", and Coranth disclaims all other warranties, whether express, implied or statutory, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranty that the service will be uninterrupted, error free, or that any schedule it produces will be optimal, complete, or fit for any particular staffing requirement.

9. Limitation of liability

To the maximum extent permitted by law, neither party is liable for any indirect, incidental, special, consequential or exemplary damages, or for lost profits, lost revenue, lost data, or business interruption, however caused and on any theory of liability, even if advised of the possibility.

To the maximum extent permitted by law, each party's total aggregate liability arising out of or relating to this agreement is limited to the amount of fees paid or payable by you to Coranth in the twelve months immediately preceding the event giving rise to the claim.

These limits do not apply to: your obligation to pay fees; either party's indemnification obligations; a party's breach of section 7; or liability that cannot be excluded or limited by law, including gross negligence, willful misconduct, or fraud. The parties agree that these limits are a reasonable allocation of risk and are reflected in the price of the Service.

10. Indemnity

We will defend you against a third party claim that the Service, used as permitted, infringes that party's United States intellectual property right, and will pay damages finally awarded or agreed in settlement, provided you notify us promptly, give us sole control of the defense, and cooperate. If the Service becomes subject to such a claim we may procure the right to continue, modify it, or terminate the subscription and refund the unused portion of prepaid fees.

You will defend and indemnify us on the same terms against any claim arising from Customer Data, from your breach of section 5, or from any employment, labor, licensure or clinical decision made by you.

11. Suspension and termination

Either party may terminate for convenience: you by cancelling as described in section 3, and we on thirty days' notice, refunding the unused portion of prepaid fees. Either party may terminate for material breach that remains uncured fourteen days after written notice. We may suspend access immediately, with notice as soon as practicable, where use presents a security risk or is unlawful. Sections 4, 7, 8, 9, 10 and 12 survive termination.

12. Changes, law and disputes

We may amend these Terms. Where an amendment materially affects your rights we will give at least thirty days' notice by email to account holders, and continued use after it takes effect is acceptance. If you do not accept, you may cancel before it takes effect and we will refund the unused portion of prepaid fees.

These Terms are governed by the laws of the State of Florida, without regard to conflict of laws rules, and the state and federal courts located in Brevard County, Florida have exclusive jurisdiction, to which each party consents. Nothing in this clause deprives a consumer of the protection of mandatory law in their place of residence.

These Terms, together with the Privacy Policy and the order placed at checkout, are the entire agreement and supersede prior discussions. If any provision is unenforceable it is severed and the rest continues. A failure to enforce is not a waiver. You may not assign without our consent; we may assign to a successor in interest. Neither party is liable for delay caused by events beyond its reasonable control.

Coranth LLC, Melbourne, Florida. Notices to legal@coranth.com.