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Last Modified on May 30, 2021

PLEASE READ THIS AGREEMENT CAREFULLY; THIS IS A BINDING CONTRACT.

These terms of use (the “Terms”) are entered into between you, on behalf of yourself or your company (collectively, “you”), and Clover Health, LLC. (“we” or “us”), and govern your access to and use of this site (the “Site”). Through the Site, Clover Health, LLC shall provide you with access to documentation, registration services, demonstration environment services, and other developer services related to Clover Health, LLC’s application programming interface (“API”) for individual access, (individually and collectively, the “Service”), the Service is subject to the terms and conditions set forth herein.

By accessing, viewing, or using the content, material, or products available on or through the Service, you certify that you have read, understand, and agree to be legally bound, both on your behalf and on behalf of any company you may represent, by these Terms and Clover Health, LLC’s Privacy Policy, which is incorporated herein by reference. You further certify that you are 18 years of age or older. You understand and agree that your use of the Service signifies that you fully accept and agree to these Terms. If you do not agree to these Terms, you are not granted permission to use the Service.

1. Terms Updates. Clover Health, LLC may update these Terms at any time. Clover Health, LLC will post the updated version of these Terms on the Site. You understand and agree that you will be deemed to have accepted the updated Terms if you use any aspect of the Service after the updated Terms are posted. If at any point you do not agree to any portion of these Terms then in effect, you must immediately stop using the Service.

2. Provision of the Service. You acknowledge and agree that Clover Health, LLC may make changes to any aspect of the Service at any time without notifying you in advance.

3. Termination of Service. Clover Health, LLC reserves the right to deny the Service to any person or entity at Clover Health, LLC’s sole discretion. You acknowledge and agree that Clover Health, LLC may stop providing the Service or restrict your use of the Service at any time, without notifying you in advance, including, without limitation, for any violation of Section 4.5 below. If Clover Health, LLC disables your access to your account, you may be prevented from accessing the Service, your account details or any materials contained in your account.

4. Accounts and Security.

4.1. Account. To access the Service, you must have an account. You can create an account by completing the registration process. You may be required to provide information about yourself and your company as part of the registration process or your continued use of the Service. You agree that any registration information that you submit to Clover Health, LLC will be correct, accurate and up to date.

4.2. Account Security. Maintaining account security is very important. Prior to creating your account, you will be subject to Clover Health, LLC’s Information Security Standard in order to determine that your application does not present a security risk to Clover Health, LLC’s systems or the integrity of Clover Health, LLC’s data. You are solely responsible for maintaining the confidentiality of your account credentials, including passwords, tokens, keys or client IDs issued to you by Clover Health, LLC (“Developer Credentials”). Developer Credentials are intended to be used only by you and to identify any software which you are using with the API. You agree to notify Clover Health, LLC immediately if you become aware of any unauthorized use of your Developer Credentials or of your account.

4.3. Account Statements. You are responsible for all statements made and acts or omissions that occur while your Developer Credentials are being used. You are responsible for any breach of security caused by your failure to maintain the confidentiality of your Developer Credentials. You agree to notify Clover Health, LLC immediately in the event of loss or theft of your Developer Credentials, or if you believe the confidentiality of your Developer Credentials has been compromised in any way, or in the event of your learning about a possible or actual unauthorized use of the Service.

4.4. Notice to Clover Health, LLC. You shall provide notice to Clover Health, LLC in the event of: (i) any technical issue that could impact the security, integrity, or performance of Clover Health, LLC systems; (ii) any breach or misuse of any data pulled by your app through the API, consistent with state and Federal law which includes the FTC breach notification rule located at https://www.ftc.gov/enforcement/rules/rulemaking-regulatory-reform-proceedings/health-breach-notification-rule; or (iii) any security incident that may impact the security of Clover Health, LLC’s system or data.

4.5 Termination by Clover Health, LLC. Clover Health, LLC may at any time terminate your account if: Clover Health, LLC determines that you are (i) in breach of or otherwise acting inconsistently with these Terms or (ii) engaging in fraudulent or illegal activities or conduct; You suffer a data breach or security incident that may impact the security of Clover Health, LLC’s system, including Clover Health, LLC’s data; Your use of the Service threatens the security or integrity of the Clover Health, LLC systems; It is determined that you made any false statements as part of your account registration; You undergo a change of control; A periodic security review determines that you are out of compliance; or Clover Health, LLC determines it is required by law to terminate your account. Notwithstanding the foregoing, if you believe the termination of your account was in error, please contact [email protected].

5. Restrictions and Conditions of Use.

5.1. Use of the Service. Subject to these Terms and in accordance with applicable law, including the Information Blocking provisions at 45 CFR Part 171 in the ONC regulation, 85 Fed. Reg. 25642, and the CMS Interoperability and Patient Access Final Rule (CMS-9115-F), Clover Health, LLC hereby grants you a limited, non-exclusive, non-sublicensable, non-assignable license to use the Service, which may only be used in accordance with these Terms and documentation set forth by Clover Health, LLC from time to time. You may only use the Service to retrieve, with the prior consent of an individual (as defined by 45 C.F.R. 160.103 and including their personal representative (as defined at 45 C.F.R. 164.502(g)), such individual’s electronic health information in accordance with the individual right of access under 45 C.F.R. § 164.524. You and your application may only access, connect to, and/or retrieve data from the API after you and your application have successfully registered with Clover Health, LLC for access to the API. You may not access, connect to, retrieve data from, or use in any way the API except with the approval and at the direction of the individual, and only after verifying the identity of the individual using industry accepted standards. In the event an individual revokes his/her consent to your access to their information, you will cease to access such individual’s information immediately. Your use of the API will be subject to certain limitations on access, calls, or use as set forth in these Terms or the API documentation. These limitations are to protect the security of Clover Health, LLC’s systems, manage the load on the system, promote equitable access, and prevent abuse, and these limitations may be adjusted without notice, in the sole discretion of Clover Health, LLC. If Clover Health, LLC determines that you have attempted to circumvent these limits, your ability to use the API may be blocked or the service terminated as set forth in Section 3 above. Clover Health, LLC may monitor your use of the API to, for example, improve the Service or to ensure compliance with these Terms.

5.2. Security Review. You agree to a periodic security reviews of your application by Clover Health, LLC, including, but not limited to: (i) validating member consent and (ii) testing of security of connections to the API. In the event Clover Health, LLC determines that there is a security risk or failure, you agree to implement additional security requirements as determined and directed by Clover Health, LLC.

5.3. Accessing the Service. You agree not to access, or attempt to access, the Service by any means other than through the user interface provided through the Site. You specifically agree not to access, or attempt to access, the Service through any automated means (including, without limitation, through the use of scripts, bots, spiders or web crawlers).

5.4. No Violation of Laws. You agree that you will not, in connection with your use of the Service or the API, violate any applicable law or regulation. You agree that you will not use the Service or the API for any other unlawful or prohibited purpose.

5.5. Use Restrictions. You may not connect to or use the Service in any way that is not expressly permitted by these Terms. You may not: (i) remove any proprietary notices from the Service; (ii) cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Service; (iii) sell, assign, rent, lease, or grant rights in the Service; or (iv) make any false, misleading or deceptive statement or representation regarding Clover Health, LLC or the Service.

5.6. Violation of these Terms. You acknowledge and agree that you are solely responsible, and Clover Health, LLC has no responsibility or liability to you or any other person or entity, for any breach by you of these Terms or for the consequences of any such breach. Clover Health, LLC may at its sole discretion, terminate its relationship with you or suspend your account immediately, if it determines you are using the Service contrary to the restrictions found in this Section 5 or any other provision of these Terms.

6. Intellectual Property.

6.1. Trademarks. The Clover Health, LLC name and logo are trademarks and service marks of Clover Health, LLC. Unless permitted in a separate written agreement with Clover Health, LLC, you do not have the right to use any of Clover Health, LLC’s trademarks, service marks or logos and your unauthorized use of any of these may be a violation of federal and state trademark laws.

6.2. Ownership. You acknowledge and agree that Clover Health, LLC, or its licensors, owns all right, title and interest in and to the Service and the API, including all intellectual property and proprietary rights.

7. Privacy Policy. By accepting these Terms or using the Service, you represent that you have read and consent to our Privacy Policy, https://www.cloverhealth.com/en/privacy-policy, in addition to these Terms. Clover Health, LLC may revise the Privacy Policy at any time, and a link to any new version will be posted on the Site. If at any point you do not agree to any portion of the Privacy Policy, you must immediately stop using the Service. By using the Service, you agree to the then-current versions of the Terms and Privacy Policy posted on the Site.

8. DISCLAIMER OF WARRANTIES.

8.1. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND THAT THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.

8.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLOVER HEALTH, LLC EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS INCLUDING, WITHOUT LIMITATION, WARRANTIES AND CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

8.3. CLOVER HEALTH, LLC MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY MATERIALS, INFORMATION OR DATA AVAILABLE THROUGH, OR THE PERFORMANCE OF, THE SERVICE.

8.4. CLOVER HEALTH, LLC DOES NOT REPRESENT OR WARRANT THAT (a) YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; (b) THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (c) YOUR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS; (d) DEFECTS IN THE OPERATION OF THE SERVICE WILL BE CORRECTED; OR (e) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

9. LIMITATION OF LIABILITY; SOLE AND EXCLUSIVE REMEDY.

9.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLOVER HEALTH, LLC AND ITS AFFILIATES, LICENSORS AND BUSINESS PARTNERS (COLLECTIVELY, THE “RELATED PARTIES”) SHALL NOT BE LIABLE TO YOU FOR DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM ANY LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS, BUSINESS INTERRUPTION, LITIGATION, OR ANY OTHER PECUNIARY LOSS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE, OPERATION OR PERFORMANCE OF THE SERVICE, WITH THE DELAY OR INABILITY TO USE THE SERVICE, ANY DEFECTS IN THE SERVICE, OR WITH THE PROVISION OF, OR FAILURE TO MAKE AVAILABLE, ANY INFORMATION, SERVICES, PRODUCTS, MATERIALS, OR OTHER RESOURCES AVAILABLE ON OR ACCESSIBLE THROUGH THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Clover Health, LLC shall not be liable in any way to you or anyone else who may use the information or content or to whom the information or content may be furnished, for any delays, inaccuracies, unavailability, errors, or omissions therefrom or in the transmission or delivery of all or any part thereof or for any damage arising therefrom or occasioned thereby.

THE OPERATION OF THE SERVICE MAY BE AFFECTED BY NUMEROUS FACTORS BEYOND CLOVER HEALTH, LLC'S CONTROL. THE OPERATION OF THE SERVICE, WHETHER BY CLOVER HEALTH, LLC, ITS SUPPLIERS OR ITS VENDORS, MAY NOT BE SECURE. SECURITY AND PRIVACY RISKS CANNOT BE ELIMINATED. PASSWORD PROTECTION AND ANY OTHER SECURITY MEASURES MAY NOT PREVENT UNAUTHORIZED ACCESS TO MATERIALS YOU MAY USE OR ALLOW OTHER PERSONS TO USE IN CONNECTION WITH THE SERVICE, INCLUDING MATERIALS POSTED OR SUBMITTED TO THE SERVICE.

You acknowledge and agree that the limitations set forth above are fundamental elements of this Agreement and the Service would not be provided to you absent such limitations.

9.2. WITHOUT LIMITING THE FOREGOING, IN NO CASE SHALL THE LIABILITY OF EXCEED 50 DOLLARS ($50).

10. Indemnification. You agree to defend, indemnify and hold Clover Health, LLC and the Related Parties harmless from and against any and all claims, demands, liabilities damages and losses including, without limitation, reasonable attorneys’ fees, resulting from or arising out of (a) your use of the Service; (b) your violation of these Terms or any other policies that Clover Health, LLC may issue for the Service from time to time; or (c) your violation of any rights of another.

11. Governing Law and Disputes; CLASS ACTION WAIVER; ARBITRATION You agree that any dispute between you and Clover Health, LLC arising out of or relating to these Terms of Use, the Privacy Policy, the Websites or any Material will be decided only by arbitration, individually and not on a class-wide basis. You knowingly waive any right to participate in any form of "class," "joint" or "representative" litigation (including in any "private attorney general capacity") against Clover Health, LLC. The laws of the State of California, U.S.A., without regard to choice of law principles, shall apply to any dispute between us, except as to matters relating to arbitration, which shall governed by the Federal Arbitration Act. Any arbitration will be administered by the American Arbitration Association and will take place in Tennessee.