The agreement that covers how clinics use the Kodap platform. Plain‑language where possible, careful where it has to be.
01About these Terms
These Terms of Service (“Terms”) govern your use of the Kodap platform — including the operator console (“Kodap OS”), the patient document‑upload application, the Kodap API, and the marketing site at kodap.ai (collectively, the “Service”). “Kodap,” “we,” “our,” and “us” refer to the Kodap operating entity. “Customer,” “you,” and “your” refer to the medical clinic or other healthcare organization that has agreed to these Terms by signing an order form, executing a master subscription agreement, or otherwise using the Service.
By using the Service, you agree to these Terms. If you do not agree, do not use the Service.
02The Service
Kodap is software that helps a clinic move a referral from “received” to “scheduled.” It organizes inbound documents, surfaces payer and state‑program findings (eligibility, PMP, OMMA), suggests next steps, and helps coordinators reach patients for missing items.
Kodap is a workflow tool, not a clinical decision‑maker.
Every recommendation the Service surfaces is a recommendation. Your licensed and credentialed staff remain solely responsible for accepting a referral, scheduling a patient, ordering tests, or declining care. Coordinator approval is required for material outcomes. Nothing produced by the Service is medical advice or a substitute for professional clinical judgment.
03Eligibility & accounts
The Service is available to organizations that operate lawfully in the United States, hold the licenses needed to deliver healthcare, and have legitimate authority to handle the referral and patient information they place in the Service.
Each individual using the Service must use a personal, named account — account sharing is not permitted. You are responsible for: keeping credentials confidential, enforcing multi‑factor authentication, promptly disabling accounts on workforce departure, and assigning roles consistent with the principle of least privilege. You are responsible for everything done under your accounts.
04Customer responsibilities
You are responsible for:
- Operating as a HIPAA Covered Entity (or another lawful holder of patient information) and confirming Kodap’s role as a Business Associate where Kodap accesses Protected Health Information (“PHI”) on your behalf.
- Confirming the lawful basis for sharing each patient’s information with Kodap, including any consents required by state law or by your professional regulatory bodies.
- Configuring the Service responsibly — acceptance rules, outreach templates, user roles, and any state‑program credentials you provide — and reviewing automated recommendations before acting on them.
- The accuracy of information you, your workforce, or your other vendors provide to Kodap (for example, NPI numbers, payer credentials, or PMP login material).
- Notifying Kodap promptly of any suspected security or privacy incident affecting the Service.
05Patient communications
You direct Kodap to send messages — by SMS, voice, or email — to the patients, referring providers, or other parties you identify, on your behalf, for purposes related to intake, eligibility verification, document collection, and scheduling. These messages are sent as Treatment, Payment, and Healthcare Operations communications under HIPAA.
You are responsible for the accuracy of contact information, for honoring opt‑out requests (including STOP and HELP responses to SMS), and for any consent required by the Telephone Consumer Protection Act (TCPA), state wiretap laws, or carrier policies. Kodap will minimize the PHI included in any outbound message and will follow standard carrier opt‑out conventions.
06Third‑party integrations
The Service connects to systems you operate or pay for, including your Electronic Health Record (for example, NextGen), payer eligibility services (for example, Availity, pVerify), prescription monitoring programs (PMP) in applicable states, and state medical‑cannabis registries (for example, OMMA in Oklahoma).
You are responsible for maintaining your own agreements, licenses, and credentials with each third‑party system; for providing valid credentials so the Service can act on your behalf; for the accuracy and lawfulness of the data those systems return; and for honoring each vendor’s terms. You will notify Kodap when credentials change, when access is revoked, or when a third‑party system imposes new restrictions. Kodap does not warrant the availability, accuracy, or completeness of data returned by any third‑party system.
07Fees & billing
Fees, billing cadence, payment terms, and the duration of any introductory or founding‑customer pricing are stated in the order form, master agreement, or invoice that applies to your subscription. Unless that document says otherwise:
- Subscriptions renew automatically for the next term unless you give written notice of non‑renewal at least 30 days before the renewal date.
- Fees are due net 15 from the invoice date. Past‑due balances may accrue interest at the lesser of 1.5% per month or the maximum allowed by law.
- Fees are exclusive of any sales, use, or similar taxes, which are your responsibility unless you provide a valid exemption certificate.
- You may dispute an invoice in good faith by sending written notice within 15 days of the invoice date.
08Confidentiality
Each party will protect the other’s Confidential Information using the same level of care it uses for its own confidential information, and at least a reasonable level of care. “Confidential Information” means non‑public information the disclosing party identifies as confidential, or that a reasonable person should treat as confidential, including business plans, pricing, security details, and pre‑release product features. PHI is governed separately by Section 9 and by the BAA.
09HIPAA & the BAA
Where Kodap accesses, creates, receives, maintains, or transmits PHI on your behalf, Kodap acts as your Business Associate as defined by HIPAA. A separate Business Associate Agreement (“BAA”) between Kodap and you governs that relationship and is incorporated into these Terms by reference. To the extent the BAA conflicts with these Terms with respect to PHI, the BAA controls.
You will not place PHI into the Service for any purpose outside the scope of the BAA, and you will not place the PHI of patients of any other Covered Entity without Kodap’s written agreement.
10Acceptable use
You will not, and will not allow any user of the Service to:
- Use the Service for any unlawful purpose, including any use that would violate HIPAA, the HITECH Act, state privacy or consumer‑protection laws, the TCPA, anti‑spam laws, or federal or state controlled‑substance laws.
- Place into the Service any data that you are not lawfully authorized to handle.
- Attempt to access another customer’s data, the Service’s source code, or the Service’s underlying infrastructure outside the controls Kodap provides.
- Reverse engineer, decompile, or otherwise derive the source code of the Service, except where applicable law expressly permits despite this restriction.
- Use the Service to develop a competing product, or to benchmark against the Service for public disclosure, without Kodap’s prior written consent.
- Send messages through the Service that are deceptive, harassing, or that put PHI into a message body that a reasonable person would not expect a clinic to send by SMS or email.
- Interfere with the Service’s security features, including authentication, audit logging, multi‑tenancy boundaries, or rate limits.
11Suspension & termination
We may suspend access to the Service if we reasonably believe continued access would expose patients, your clinic, or Kodap to material harm, regulatory risk, or breach of these Terms, or if your account is more than 30 days past due. We will provide notice when reasonably practicable and will work with you to restore access once the underlying issue is resolved.
Either party may terminate for the other party’s material breach not cured within 30 days of written notice. On termination, your right to access the Service ends, and Kodap will — on your request and within a reasonable period — return or destroy your data as described in the BAA, except for backups that expire on their normal cycle.
12Intellectual property
Kodap owns and retains all rights in the Service, including the software, models, designs, documentation, and any improvements derived from operating the Service. Subject to these Terms, Kodap grants you a non‑exclusive, non‑transferable, non‑sublicensable right to use the Service during your subscription term for your internal business purposes.
You own and retain all rights in the data your clinic places into the Service, including patient records, referral PDFs, ruleset configuration, and outreach templates (“Customer Data”). You grant Kodap a non‑exclusive license to host, process, transmit, and display Customer Data solely to provide and improve the Service for you, and to perform the limited operational uses permitted by the BAA.
13Feedback
If you give us suggestions or feedback about the Service, you grant Kodap a perpetual, irrevocable, royalty‑free license to use that feedback to improve the Service. We will not identify you or any patient when we use feedback in this way.
14Disclaimers
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR THE BAA, KODAP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT. KODAP DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR‑FREE OR UNINTERRUPTED, THAT EVERY RECOMMENDATION WILL BE CORRECT, OR THAT THE SERVICE WILL DETECT EVERY MISSING DOCUMENT, FAILED PAYER CHECK, OR REGULATORY EXCEPTION. THE SERVICE IS A WORKFLOW TOOL, NOT A SUBSTITUTE FOR CLINICAL JUDGMENT OR LEGAL ADVICE.
15Limitation of liability
TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, LOST PATIENTS, OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY. EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU TO KODAP IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.
These limits do not apply to: (a) your obligation to pay fees; (b) either party’s indemnification obligations; (c) either party’s breach of confidentiality (including the BAA); or (d) either party’s gross negligence, fraud, or willful misconduct.
16Indemnification
By you. You will defend, indemnify, and hold Kodap harmless from third‑party claims arising from (a) your violation of these Terms, the BAA, or applicable law; (b) your use of the Service in a way that exceeds the lawful basis you have to handle a patient’s information; (c) the inaccuracy or unlawfulness of any data you provide to Kodap; or (d) any communication sent on your behalf through the Service to a patient who has revoked consent or whom you did not have authority to contact.
By Kodap. Kodap will defend, indemnify, and hold you harmless from third‑party claims that the Service, as provided by Kodap and used by you within these Terms, infringes a U.S. patent, copyright, or trade‑secret right. If we receive such a claim, we may at our option modify the Service to be non‑infringing, procure the rights for you to continue using it, or terminate the affected portion and refund a prorated share of pre‑paid fees.
Each indemnified party will: (i) promptly notify the indemnifying party of the claim; (ii) give the indemnifying party sole control of the defense and any settlement that does not impose a non‑monetary obligation on the indemnified party; and (iii) provide reasonable cooperation.
17Governing law & venue
These Terms are governed by the laws of the State of Oklahoma, without regard to its conflict‑of‑laws principles. Each party submits to the exclusive jurisdiction of the state and federal courts located in Oklahoma County, Oklahoma, for any dispute that is not resolved through the process below.
18Dispute resolution
Before filing a lawsuit, the parties will try in good faith to resolve any dispute through written notice and a 30‑day period of informal discussion between authorized representatives. If a dispute is not resolved within that window, either party may pursue any remedy available at law or in equity in the courts described above. Either party may seek injunctive or other equitable relief at any time to protect its intellectual property or confidential information.
19Changes to these Terms
We may update these Terms from time to time. Material changes will be posted on this page and, for active customers, communicated to the email address on file for your clinic. Continued use of the Service after a change becomes effective constitutes acceptance of the updated Terms.
20Miscellaneous
Entire agreement
These Terms, any applicable order form, and the BAA together form the entire agreement between you and Kodap regarding the Service and supersede any prior or contemporaneous understandings on the same subject.
Severability & waiver
If any provision is held unenforceable, the remaining provisions remain in effect. A party’s failure to enforce a provision is not a waiver of its right to enforce that or any other provision later.
Assignment
You may not assign these Terms without our written consent, except to a successor in a merger, acquisition, or sale of substantially all assets. Kodap may assign these Terms to an affiliate or to a successor of its business.
Independent contractors
The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.
Notices
Notices to Kodap should be sent to info@kodap.ai, with a copy to any address Kodap designates in writing. Notices to you will be sent to the primary administrative contact on file for your clinic.
Force majeure
Neither party is liable for failure to perform due to causes beyond its reasonable control, except for payment obligations.
Survival
Sections covering Confidentiality, HIPAA & the BAA, Intellectual property, Disclaimers, Limitation of liability, Indemnification, Governing law, Dispute resolution, and Miscellaneous survive termination of these Terms.
