Turquoise Verified Terms of Service

Please read these terms and conditions carefully before using Our Service.

THESE TERMS GOVERN YOUR ACCESS TO AND USE OF THE TURQUOISE VERIFIED PROGRAM (THE “PROGRAM”) OFFERED BY TURQUOISE HEALTH CO., A DELAWARE CORPORATION (“TURQUOISE”, “US” or “WE”) TO CERTAIN HEALTHCARE PROVIDERS AND PAYERS THAT HAVE MADE AVAILABLE TO TURQUOISE CERTIFIED ELECTIVE PROCEDURE DATA (“VERIFIED PARTNERS”). THESE TERMS OF SERVICE ALONG WITH ALL SUPPLEMENTAL TERMS THAT MAY BE PRESENTED TO YOU FOR YOUR REVIEW AND ACCEPTANCE (COLLECTIVELY, THE “AGREEMENT”), GOVERN YOUR ACCESS TO AND USE OF THE SERVICES BY ACCEPTING THESE TERMS OR COMPLETING THE REGISTRATION PROCESS YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH COMPANY, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE AGREEMENT PERSONALLY OR ON BEHALF OF THE LEGAL ENTITY IDENTIFIED DURING THE ACCOUNT REGISTRATION PROCESS, AND TO BIND THAT LEGAL ENTITY TO THE AGREEMENT. THE TERM “YOU” OR “PARTNER” REFERS TO THE INDIVIDUAL OR SUCH LEGAL ENTITY, AS APPLICABLE. PROVIDER OR PAYER AND TURQUOISE MAY BE REFERRED TO INDIVIDUALLY AS “PARTY” AND COLLECTIVELY AS THE “PARTIES.”

Changes to the Agreement

The Agreement is subject to change by Turquoise in its sole discretion at any time. When changes are made, Turquoise will make a copy of the updated Agreement available and update the “Last Updated Date” at the top of these Terms of Service. If we make any material changes to the Agreement, we will provide notice of such material changes on our website and attempt to notify you by sending an e-mail to the e-mail address provided in your account registration. Any changes to the Agreement will be effective immediately for new Verified Partners and will be effective for existing Verified Partners upon the earlier of (a) thirty (30) days after the “Last Updated Date” at the top of these Terms of Service, or (b) your consent to and acceptance of the updated Agreement if Turquoise provides a mechanism for your immediate acceptance in a specified manner (such as a click-through acceptance).

Obligations of Partner

a) Partner will make available to Turquoise a machine readable file, detailing negotiated rates for elective or non-elective services offered by Partner, including cash and commercial plans (the “Partner Data”).

b) Partner represents that the Partner Data is (1) in compliance with CMS-1717-F2 or CMS-9915-F and (2) is accurate and complete.

c) Partner agrees to notify Turquoise Health within 10 business days after new machine-readable files detailing negotiated rates for elective or non-elective services are made publicly available.

d) Partner agrees to respond to reasonable requests for information from Turquoise regarding the Partner Data.

Obligations of Turquoise

Turquoise will prioritize Verified Partner in search results on the Turquoise platform (the “Platform”) in the Partner’s markets.

Term and Termination

This Agreement shall remain in effect until terminated by either party. Either party may terminate this Agreement by providing written notice to the other party pursuant to Section 7(c). The written notice can be sent to verified@turquoise.health. The sections titled “Representations, Warranties and Disclaimers,” “Indemnification,” “Limitation of Liability,” and “General Provisions” will survive any termination of this Agreement.

Disclaimers

WHILE TURQUOISE MAY PROVIDE ELECTIVE SERVICE PRICING INFORMATION THROUGH THE PLATFORM, SUCH INFORMATION IS SOLELY INFORMATIONAL. THE PLATFORM MAY PROVIDE THE ABILITY TO INTERACT AND CONTRACT WITH OTHER USERS OF THE PLATFORM. TURQUOISE DOES NOT TAKE PART IN, AND TURQUOISE ASSUMES NO RESPONSIBILITY OR LIABILITY FOR, THE INTERACTION BETWEEN USERS. TURQUOISE DOES NOT HAVE CONTROL OVER THE INTEGRITY OR ANY ACTIONS OR INACTIONS OF ANY USERS OF THE PLATFORM. PARTNER ACKNOWLEDGES AND AGREES THAT, IN ENTERING INTO THIS AGREEMENT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, IT HAS NOT RELIED UPON ANY WARRANTIES, EXPRESS OR IMPLIED, AND THAT TURQUOISE HAS NOT MADE ANY REPRESENTATIONS, ASSURANCES, OR PROMISES THAT THE PARTNER WILL RECEIVE ANY NEW BUSINESS AS A RESULT OF PARTICIPATION IN THE PROGRAM.

Limitation of Liability

a) Exclusion of Certain Damages. EXCEPT FOR A PARTY’S LIABILITY FOR ITS WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

b) Liability Cap. EXCEPT FOR A PARTY’S LIABILITY FOR ITS WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY PARTNER TO TURQUOISE HEREUNDER IN THE 12 MONTHS PRECEDING THE DATE ON WHICH THE FIRST CLAIM GIVING RISE TO LIABILITY AROSE.

General Provisions

a) Attribution. Partner agrees that Turquoise may use Partner’s name, logo, and any other trademarks or service marks provided to Turquoise by Partner (“Partner Marks”) to indicate that Partner is a Verified Partner on Turquoise’s website, marketing materials, and in communications with existing or prospective Turquoise customers. Any such attribution will be consistent with Partner’s reasonable style guidelines or requirements as communicated to Turquoise by Partner. Partner retains ownership of all Partner Marks and hereby grants Turquoise a non-exclusive license during the Term to use the Partner Marks for the purpose of exercising Turquoise’s rights under this Section. Any changes to the Partner’s name, logo, or any other trademarks or service marks can be requested via verified@turquoise.health or made through the user profile on the Turquoise platform.

b) Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may assign or transfer this Agreement in its entirety, without the consent of the other Party, in connection with a merger or sale of all or substantially all of its assets. Any purported assignment in violation of this Section will be null and void. This Agreement will bind and inure to the benefit of the Parties, their respective successors, and permitted assigns.

c) Governing Law; Venue. This Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the internal laws of the State of California. The state and federal courts located in San Diego, California will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each Party hereby consents to the exclusive jurisdiction of such courts. Each Party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

d) Notices. Where Company requires that you provide an e-mail address, you are responsible for providing Company with your most current e-mail address. In the event that the last e-mail address you provided to Company is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Company’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Company at the following address:

Turquoise Health Co.
421 Broadway #5108
San Diego, CA 92101
Attention: Chris Severn
support@turquoise.health

e) Other. The Parties are independent contractors and this Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. There are no third party beneficiaries to this Agreement. No failure or delay by either Party in exercising any right under this Agreement will constitute a waiver of that right. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in full force and effect. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by each of the Parties. As used herein, the words “include” and “including” shall be deemed to be followed by the words “without limitation.”

Contact Us

If you have any questions about these Terms and Conditions, You can contact us:

• By email: info@turquoise.health