Platform Terms

1. Definitions

• "Authorized User" means an individual whom Customer authorizes to access the Platform for Customer's internal business purpose.
• "Customer Data" means information submitted to, stored in, transmitted through, or generated for Customer's workspace, including patient information, practice policies, transcripts, workflow records, and integration data.
• "Documentation" means Vocari's current user, implementation, security, and technical materials made available for the subscribed Services.
• "Order Form" means an executed ordering, pilot, or services document identifying the Parties, Services, subscription period, fees, and applicable schedules.
• "Platform" means Vocari's hosted patient-access software, administrative interfaces, configured workflows, and related components provided under an Order Form.
• "Professional Services" means implementation, configuration, migration, training, consulting, or other services identified in an Order Form.
• "Services" means the Platform and Professional Services purchased under an Order Form.

2. Agreement structure and precedence

The agreement consists of the Order Form, these Terms, the applicable Business Associate Agreement ("BAA"), and any schedules expressly incorporated by reference. The BAA controls a conflict concerning Protected Health Information. An Order Form controls conflicting commercial or service-specific terms. These Terms control other conflicts.

An affiliate may purchase Services by executing its own Order Form. That Order Form creates a separate agreement between the signing affiliate and the Vocari entity identified in it. No purchase order or customer form changes the agreement unless an authorized Vocari representative signs an express amendment.

3. Services and changes

During the subscription term and subject to the agreement, Vocari grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the subscribed Services for Customer's internal healthcare operations. Customer may permit Authorized Users to exercise that right on its behalf.

Vocari may update the Services to improve security, reliability, safety, legal compliance, or functionality. Vocari will not materially reduce the core functionality purchased under an active Order Form. Vocari may replace third-party components or providers when the replacement supports substantially equivalent functionality and required data-protection obligations.

Beta, preview, sandbox, and evaluation features will be identified as such. They may be changed or discontinued and are provided without service-level commitments. Customer must not use synthetic or sandbox environments for live PHI unless Vocari expressly authorizes the configuration in writing.

4. Implementation, support, and availability

Vocari will provide implementation activities, configuration, training, support hours, service levels, and pilot success criteria only as stated in an Order Form or schedule. Dates depend on Customer's timely access to knowledgeable personnel, accurate practice policies, systems, credentials, telephone routing, and other required information.

Customer acknowledges that cloud, telecommunications, payer, clearinghouse, and integration services may experience interruptions outside Vocari's direct control. Vocari will use commercially reasonable efforts to restore affected Vocari-controlled functionality and communicate material service events through the agreed support channel.

5. Customer responsibilities

Customer will:

• provide accurate, complete, and current practice policies, locations, providers, schedules, services, escalation paths, consent language, and workflow instructions;
• designate qualified implementation, security, privacy, billing, and operational contacts;
• review and approve configured workflows before production use and promptly update information that becomes inaccurate;
• maintain appropriate clinical, scheduling, billing, privacy, and patient-safety procedures;
• review items routed for staff attention and ensure licensed professionals make clinical decisions;
• obtain rights, authorizations, consents, and notices required for telephone communications, outreach, recording outside Vocari, patient data, connected systems, and payer transactions;
• use the Services according to the Documentation, agreement, and applicable law; and
• remain responsible for acts and omissions of Authorized Users as if they were Customer's acts and omissions.

6. Authorized Users and security

Accounts are individual and may not be shared. Customer will authorize only personnel and contractors with a legitimate need, assign the least privilege appropriate to their duties, maintain accurate roles, promptly remove access when authorization ends, and protect credentials and recovery information.

Customer will promptly notify Vocari of suspected credential compromise, unauthorized access, or misuse and will reasonably cooperate with investigation and remediation. Vocari may take proportionate action to protect the Services, including revoking a session, requiring credential reset, restricting an integration, or temporarily suspending affected access.

7. Customer Data, privacy, and PHI

As between the Parties, Customer retains all right, title, and interest in Customer Data. Customer grants Vocari and its approved subcontractors a limited right to host, copy, transmit, transform, display, and otherwise process Customer Data solely to provide, secure, support, and improve the contracted Services, comply with law, and follow Customer's documented instructions.

Vocari will not sell Customer Data, use patient information for targeted advertising, or use patient interaction data to train Vocari-owned generalized artificial intelligence models. Vocari may generate aggregated or de-identified information only when permitted by the agreement and applicable law and when it does not identify Customer, an Authorized User, or an Individual.

If Vocari creates, receives, maintains, or transmits PHI for Customer, the Parties will execute or incorporate a BAA before production processing. The BAA controls uses, disclosures, safeguards, individual-rights assistance, incident reporting, and return or destruction of PHI.

8. Automated output and human review

The Services may use automated speech, language, classification, extraction, and workflow technologies. Automated output may include transcripts, summaries, identity candidates, appointment actions, insurance information, routing decisions, and follow-up recommendations. Such output may contain errors, omissions, or uncertainty.

Vocari provides configurable confirmation, validation, workflow boundaries, and staff escalation. Customer remains responsible for determining whether output is appropriate for its operations and for requiring human review where needed. Customer will not use the Services as an autonomous clinician, emergency dispatcher, final source of medical necessity, or substitute for professional judgment.

9. Integrations and subprocessors

Customer may enable third-party systems, phone services, clearinghouses, payer connections, or other integrations. Customer authorizes Vocari to exchange the information reasonably necessary to provide the enabled workflow. Customer is responsible for its rights to the integrated account and for third-party terms that apply directly to Customer.

Vocari may use subprocessors to provide the Services. Vocari will impose confidentiality and data-protection obligations appropriate to the service and will require a BAA before a subcontractor processes PHI where HIPAA requires one. Vocari remains responsible for its subcontractors to the extent required by the agreement and applicable law.

10. Acceptable use

Customer and Authorized Users may not:

• use the Services for unlawful, deceptive, abusive, discriminatory, or unauthorized surveillance activity;
• use the Services for emergency dispatch, autonomous clinical decisions, or communications requiring a licensed professional without the required human involvement;
• send outreach, record calls, or process information without legally required notice, consent, or authority;
• access or attempt to access another customer's data, credentials, integrations, or workspace;
• disable identity, security, safety, audit, confirmation, or escalation controls;
• introduce malicious code, interfere with availability, or conduct security testing without prior written authorization;
• reverse engineer, copy, resell, sublicense, or create derivative products from the Platform except where law prohibits restriction; or
• submit material that infringes another person's rights or exceeds the approved workflow and data purpose.

11. Fees, usage, and taxes

Customer will pay subscription, implementation, usage, pass-through, and other fees stated in the Order Form. Usage may include telephone minutes, messages, healthcare transactions, or other measured activity identified in the Order Form. Unless the Order Form states otherwise, undisputed invoices are due within thirty days and fees are non-refundable except as expressly provided in the agreement.

Customer is responsible for applicable sales, use, value-added, withholding, and similar taxes, excluding taxes based on Vocari's net income. If Customer is legally required to withhold an amount, Customer will provide documentation and cooperate in seeking an available exemption or reduction.

12. Ownership and licenses

Vocari and its licensors retain all right, title, and interest in the Platform, software, workflow engine, templates, Documentation, methods, designs, models, know-how, improvements, and related intellectual property. The agreement does not transfer ownership of Vocari technology to Customer.

Customer retains ownership of Customer Data and Customer's pre-existing practice materials, policies, trademarks, and content. Customer grants Vocari a limited license to use Customer's name and branding only to configure Customer-authorized experiences and provide the Services. Public use of Customer's name or logo requires separate written permission.

Customer may provide feedback. Vocari may use feedback without restriction or compensation, provided that use does not disclose Customer Confidential Information, identify a patient, or violate the BAA.

13. Confidentiality

"Confidential Information" means non-public business, technical, security, financial, product, and commercial information disclosed by one Party ("Discloser") to the other ("Recipient") that is marked confidential or should reasonably be understood as confidential. Customer Data is Customer Confidential Information. PHI remains governed by the BAA.

Recipient will use Confidential Information only to perform or exercise rights under the agreement, protect it using at least reasonable care, and disclose it only to personnel, contractors, advisers, and approved subprocessors who need to know it and are bound by confidentiality obligations. These duties do not apply to information that Recipient can demonstrate was lawfully known without restriction, independently developed without use of Confidential Information, received lawfully from another source without duty, or made public without breach.

Recipient may disclose Confidential Information when Required by Law if, where legally permitted, Recipient gives prompt notice and reasonable assistance to seek protective treatment. Recipient will disclose only the portion legally required.

14. Warranties and disclaimers

Each Party represents that it has authority to enter the agreement. Vocari warrants that during the subscription term the Platform will perform materially according to the Documentation and Professional Services will be performed in a professional and workmanlike manner. Customer must notify Vocari of a material warranty breach within thirty days after discovery. Vocari's obligation is to correct or re-perform the affected Service or, if Vocari cannot do so within a reasonable period, terminate it and refund prepaid fees for the unused remainder.

Except for express warranties in the agreement and to the maximum extent permitted by law, the Services are provided "as is." Vocari disclaims implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and uninterrupted or error-free operation. Vocari does not warrant clinical, patient, payer, coverage, reimbursement, revenue, or scheduling outcomes, or the continued availability of a third-party service outside Vocari's control.

15. Indemnification

Vocari indemnification

Vocari will defend Customer against a third-party claim alleging that Customer's authorized use of the Platform infringes a United States patent, copyright, or trademark, and will pay damages and reasonable costs finally awarded or agreed in settlement. Vocari has no obligation for claims arising from Customer Data, Customer instructions, unauthorized modification or use, combination with items not provided or approved by Vocari, or continued use after Vocari provides a non-infringing alternative.

If an infringement claim is likely, Vocari may procure continued use, modify or replace the affected Service, or terminate it and refund prepaid fees for the unused remainder.

Customer indemnification

Customer will defend Vocari against a third-party claim arising from Customer Data, Customer's unlawful or unauthorized workflow, violation of Section 10, failure to obtain required rights or consents, or use of the Services for clinical or emergency activity outside the approved scope, and will pay damages and reasonable costs finally awarded or agreed in settlement.

Procedure

The indemnified Party will provide prompt notice, reasonable cooperation, and control of the defense and settlement to the indemnifying Party. A settlement may not admit fault or impose non-monetary obligations on the indemnified Party without written consent.

16. Limitation of liability

To the maximum extent permitted by law, neither Party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenues, goodwill, or business opportunity, arising from the agreement, even if advised such damages were possible.

Except for excluded claims below, each Party's aggregate liability arising from the agreement will not exceed the fees paid or payable by Customer for the affected Services during the twelve months before the event giving rise to liability. Liability for a Party's indemnification obligations, breach of confidentiality, infringement or misappropriation of the other Party's intellectual property, fraud, gross negligence, willful misconduct, or amounts that cannot lawfully be limited will not be subject to that general cap. The applicable Order Form may establish a separate cap for security, privacy, or BAA obligations.

These allocations apply regardless of the form of action and are a material basis of the Parties' agreement.

17. Term, suspension, and termination

The agreement begins on the effective date of the first Order Form and continues until all Order Forms expire or terminate. Each subscription continues for the period and renewal terms stated in its Order Form.

Either Party may terminate an affected Order Form for the other's material breach if the breach remains uncured thirty days after written notice, or ten days after notice of nonpayment. Either Party may terminate immediately if the other becomes subject to specified insolvency proceedings that are not dismissed within sixty days, to the extent permitted by law.

Vocari may suspend the affected Service to address an immediate security or safety risk, unlawful use, material Acceptable Use violation, or undisputed overdue amount after notice and opportunity to cure where practicable. Vocari will limit suspension to the affected scope and restore access after the cause is resolved.

18. Data return and deletion

During the term, Customer may request a workspace export through Vocari support. Vocari will verify an authorized owner, confirm scope, generate the export through an approved process, retain an audit record, and arrange time-limited secure delivery.

After termination, Vocari will make Customer Data available for return for the period stated in the Order Form or, if none is stated, thirty days. Vocari may then delete Customer Data according to documented policy, subject to the BAA, legal obligations, dispute preservation, and backup lifecycle. Data retained because deletion is infeasible remains protected and isolated from further ordinary use.

19. General terms

The Parties are independent contractors. Neither Party may bind the other. Neither Party is liable for delay caused by events beyond its reasonable control, excluding payment obligations, if it uses reasonable efforts to mitigate the effect.

Neither Party may assign the agreement without the other's written consent, except to an affiliate or in connection with a merger, reorganization, sale of substantially all assets, or similar transaction, provided the assignee agrees in writing to the agreement and is not a direct competitor of the non-assigning Party. An impermissible assignment is void.

The governing law, exclusive venue, legal names, and notice addresses are those stated in the Order Form. Notices of breach, termination, indemnification, or legal dispute must be in writing and delivered to the notice contacts in the Order Form. Operational notices may be sent through the Platform or designated email.

If a provision is unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will continue. Waiver must be written and is limited to the stated instance. Amendments must be signed by authorized representatives, except Vocari may update these online Terms prospectively for a renewal term after providing reasonable notice. The agreement is the complete agreement concerning its subject and supersedes prior proposals and discussions. Electronic signatures and counterparts are effective.

Sections concerning fees, ownership, confidentiality, disclaimers, indemnification, liability, data return, and provisions that by their nature should survive will survive expiration or termination.