Coram SaaS Terms

Version: October 12, 2026. These Terms apply when accepted with an order or Pilot Agreement.

1. Agreement and service

These Terms apply between Coram LLC, an Ohio limited liability company ("Coram"), and the organization identified in a mutually accepted order or Founding Partner Pilot Agreement ("Customer"). The individual accepting for Customer represents that they have authority to bind it. An accepted order defines scope, service tier, dates and fees. No purchase order or unilateral procurement terms modify this agreement unless Coram expressly accepts them in writing.

Coram grants Customer a nonexclusive, nontransferable right during the applicable term to use the ordered service for its internal organizational purposes through authorized staff. Customer may not resell the service or allow another organization to use its workspace without an agreed scope change. Features are those made available within the purchased scope; roadmaps, future AI/Coach functionality and informal discussions are not delivery commitments. No guaranteed uptime, service-level credits or specific integration cadence applies unless separately agreed in writing.

2. Staff accounts and acceptable use

Customer is responsible for its authorized users, staff invitations, appropriate workspace access, secure devices, accurate account information and credential protection. Staff accounts are for authorized persons at least 18 years old; Customer must not invite athletes or children to use staff accounts. This contractual restriction is not a representation that Coram implements an age-verification system. Notify Coram promptly of suspected unauthorized use and remove departed staff.

Customer must not use the service unlawfully, introduce malicious code, evade access controls, access another customer's information, interfere with the service, scrape it outside authorized functionality, or reverse engineer it except to the extent a restriction is prohibited by law. Customer must not upload information it lacks authority to provide, unnecessary sensitive identifiers, or PHI for which Coram would act as a HIPAA business associate without a separate approved agreement and safeguards.

3. Customer data and responsibility

"Customer Data" means information supplied to the service by or for Customer and identifiable outputs derived from that information, including athlete/workspace records. As between the parties, Customer retains its rights in Customer Data; individual rights under law are unaffected. Customer authorizes Coram and approved providers to host, copy, transmit, organize, transform, calculate, display, secure, back up and otherwise process Customer Data only to provide/support the service, follow Customer's lawful instructions and satisfy applicable legal obligations.

Customer is responsible for its lawful authority to supply and instruct processing of Customer Data, required notices/consents or another lawful disclosure basis, appropriate data minimization, accuracy and permitted source/integration access. This allocation does not relieve Coram of obligations applicable to its own conduct. Coram receives no general license to sell Customer Data, commercialize it for cross-customer benchmarking or train external AI models on it. Any such additional use requires a separate agreement and legal basis. Coram's ownership of calculation methods does not transfer ownership of identifiable athlete results.

Customer must review imports, mappings, calculations and reports for its intended use. Customer retains responsibility for coaching, training, athlete participation, medical, programming and personnel decisions. Customer must not rely on Coram as the sole source for safety-critical decisions or as a substitute for qualified professional judgment.

4. Coram intellectual property and feedback

Coram retains its software, source code, interfaces, designs, generalized methods, workflows, documentation and other service intellectual property. Customer Data rights remain as stated above. Customer may voluntarily provide product feedback, and Coram may use that feedback to improve its products without compensation. This permission excludes Customer Data and confidential information embedded in feedback. Coram will not use Customer's name, logo, testimonials or identifiable athlete information for publicity without permission.

5. Confidentiality and privacy

Each party will protect nonpublic information received from the other that is marked confidential or reasonably understood to be confidential, including Customer Data and nonpublic security information. The recipient may use it only to perform this agreement and disclose it only to personnel/providers with a need to know and confidentiality obligations. The recipient will use reasonable care, at least the care it uses for similar information of its own. Information demonstrably public without breach, already lawfully known, independently developed or lawfully received without a confidentiality duty is excluded. Legally required disclosure is permitted to the minimum required extent, with advance notice when lawful and reasonably practicable.

The attached Data Processing Schedule governs Customer Data processing. A School Rider applies when expressly completed and accepted. The Privacy Policy describes Coram's practices, including its separate business/website information handling; it does not expand rights to use Customer Data or reduce contractual protections. Coram will use reasonable technical and organizational safeguards appropriate to the agreed processing. No certification, end-to-end encryption, prevention of all breaches or absence of all privileged Coram access is promised.

6. Third-party sources

Customer authorizes each requested integration and is responsible for its rights under the provider's terms. Provider changes/outages may affect integrations. Coram is responsible for its own processing and selected subprocessors; it does not warrant a customer-selected data source's independent conduct. Disconnecting VALD removes the saved connection credentials, not previously imported information. Customer should request data deletion separately if desired.

7. Fees, renewal and cancellation

Fees and dates are in the accepted order. Unless the order says otherwise, an elected paid subscription renews for successive monthly periods beginning on its paid start date. Each renewal begins on the corresponding day of the next calendar month, or that month's last day when the corresponding day does not exist. The original paid-start day remains the anniversary day for later months. Each period ends immediately before the next begins. Fees are invoiced monthly in advance and due on the stated billing date. Any recurring debit/card charge requires separate valid billing authorization. Customer is responsible for applicable transaction taxes, excluding taxes on Coram's income. Price is not increased during a prepaid monthly period. A founding rate remains protected under its order.

Customer may cancel future renewal by written notice to coramperformance@gmail.com received before the next monthly period begins. Coram will acknowledge receipt; its failure to acknowledge does not invalidate timely notice. Cancellation is effective at the end of the current paid period. Fees for an elapsed/current period are generally nonrefundable except as stated below or required by law. No cancellation fee applies. Coram will not silently restart a cancelled subscription or charge without authorization.

For non-founding subscriptions, a price/scope change requires at least 30 days' prior written notice and applies only to a renewal after that notice; Customer may cancel before it takes effect. An order can set a different agreed commercial term. No Day-1 pilot card is required; the Pilot Agreement controls free access and affirmative conversion.

8. Suspension and termination

Coram may suspend narrowly affected access promptly to address a material security risk, unlawful processing or serious misuse, giving notice when reasonably practicable. For undisputed overdue fees, Coram will give written notice and at least 10 days to cure before suspension. A good-faith promptly identified fee dispute will be discussed before suspension solely for that disputed amount. Suspension does not automatically erase data or excuse amounts properly due.

Either party may terminate for a material breach not cured within 30 days after written notice, or immediately for a breach not reasonably capable of cure that materially threatens lawful/safe service. Coram may end a monthly subscription without cause on at least 30 days' notice. If Coram terminates without cause or Customer terminates for Coram's uncured material breach, Coram will refund prepaid unused fees after termination. Customer may decline renewal as above.

On expiry/termination, service access ends and the Data Processing Schedule governs return/deletion. Customer must arrange necessary retrieval before access ends; Coram will provide agreed lawful assistance. No complete self-service export or immediate erasure from every backup/device is promised. Amounts owed do not excuse a legally required data action. Ownership, accrued fees, confidentiality, liability limits and provisions intended to survive remain effective.

9. Warranties and performance/medical disclaimer

Each party warrants its authority to enter this agreement. Coram will provide the service with reasonable skill and care. Customer should promptly report a material failure; Coram will reasonably attempt to remedy it. If a material failure remains uncured under section 8, Customer may terminate and obtain the stated unused-fee refund.

EXCEPT FOR EXPRESS WARRANTIES IN THIS AGREEMENT, AND TO THE EXTENT PERMITTED BY LAW, THE SERVICE AND OUTPUTS ARE PROVIDED AS AVAILABLE. CORAM DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CORAM DOES NOT WARRANT THAT ALL OUTPUTS ARE ACCURATE, THE SERVICE IS UNINTERRUPTED OR ERROR-FREE, OR A PARTICULAR SPORTING RESULT WILL OCCUR.

Coram organizes and contextualizes performance information. It does not provide medical advice, diagnosis or treatment, predict injury, guarantee injury prevention, guarantee performance improvement or replace coaching/clinical judgment. Attention indicators, workload ratios, percentiles and targets are informational outputs rather than determinations that an athlete is safe to participate.

10. Limitation of liability

TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE UNDER THIS AGREEMENT FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS/REVENUE, ARISING FROM THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY. This exclusion does not eliminate amounts expressly recoverable under an approved indemnity or liability that applicable law does not permit to be excluded.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CORAM'S TOTAL AGGREGATE MONETARY LIABILITY TO CUSTOMER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, UNDER CONTRACT, TORT (INCLUDING CORAM'S ORDINARY NEGLIGENCE) OR ANY OTHER THEORY, WILL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO CORAM UNDER THIS AGREEMENT DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM. FOR AN ENTIRELY FREE EVALUATION WHERE NO SUCH FEES HAVE BEEN PAID, THIS CAP IS ZERO. This is an aggregate limit, not a separate amount for each claim; related events are treated as one claim. No separate increased cap applies to confidentiality or Customer Data claims.

The liability cap and damage exclusions do not apply to fraud, willful or wanton misconduct, or liability that applicable law prohibits limiting or excluding. This agreement does not waive the independent rights of athletes, parents or other nonparties, limit nonwaivable rights, or relieve Coram of agreed data assistance, deletion, incident-response or refund obligations. Customer's obligation to pay agreed fees remains enforceable. A liability limit is not an admission of fault or a promise to pay the cap; it does not prevent a claim from being filed.

11. Indemnity baseline

No general duty to defend or indemnify applies unless separately agreed in a signed order/addendum. Each party remains responsible for its own breach and legal obligations, subject to lawful agreed limits. Customer-data authority and acceptable-use obligations remain enforceable without an automatic unlimited indemnity.

12. Disputes and general terms

Ohio law governs this agreement, excluding conflict-of-law rules. Subject to nonwaivable law, disputes must be brought in state or federal courts of competent jurisdiction located in Ohio, and the parties consent to personal jurisdiction there. This does not create federal subject-matter jurisdiction where it is otherwise absent. The parties will first attempt good-faith resolution through their authorized contacts; this does not prevent urgent relief or required filings. No arbitration or class-action waiver applies. Public institutions may require different law/venue or limits on contractual commitments; those require review.

Neither party may assign this agreement without consent, except to a successor in a merger or sale of substantially all relevant business/assets, provided the successor assumes the obligations and the assignment complies with applicable data restrictions. Neither party is liable for delay caused by events beyond reasonable control, but this does not excuse payment already owed or required data/security/legal actions.

The signed order, applicable data/school addendum and these fixed-version Terms form the agreement. A specifically negotiated signed amendment prevails; for data protection the accepted data/school addendum prevails over conflicting general terms; the order controls commercial scope/dates/pricing; these Terms otherwise apply. Prior signed agreements remain effective unless the parties expressly replace them. Changes to a signed agreement require mutual assent; posting new web terms does not amend it. Coram may propose updated terms for a future renewal with advance notice and an opportunity to decline; material new customer-data uses require separate appropriate authorization.

If a provision is unenforceable, the remainder remains effective to the extent lawful. Waivers must be written. Electronic signatures and counterparts are permitted. Notices go to Customer's designated contract contact and Coram at coramperformance@gmail.com. Routine service communications may use account contacts; formal legal notices must use these designated details.