Vozohealth

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Terms and Conditions

Welcome to Vozohealth!

These Terms and Conditions (the “Agreement”) govern the use and purchase of services provided by Vozo EHR (“Company”) and apply to all users, including any entity (“Customer”) executing a purchase or accessing the Company’s services. By placing a Purchase Order or using any services the Company provides, the Customer agrees to the terms outlined in this Agreement.

The Company reserves the right to update this Agreement periodically. Customers will have 30 days to reject the updated terms by providing written notice to the Company. If no such notice is provided, and the Customer continues using or receiving services after this period, the updated Agreement will be accepted.

1. Purchases

Services are ordered by the Customer through executed Purchase Orders (each referred to as a “Purchase”). Each purchase will specify the services ordered, including but not limited to professional services, revenue cycle management (RCM) services, associated fees, and any additional terms applicable (collectively referred to as the “Service”). Purchases will be numbered sequentially (e.g., Purchase 1, Purchase 2, etc.), and upon the effective date of any Purchase, it will be deemed an addendum to this Agreement, subject to the terms and conditions contained herein.

Subsidiaries or affiliates of the Customer may also place service orders under this Agreement by executing a Purchase, provided that such subsidiary or affiliate agrees to be bound by this Agreement and the relevant Purchase.

2. Software/Service

2.1. Rights for Use
The Company grants the Customer a non-exclusive, non-transferable (except as otherwise provided) right to access and use the Service during the term of this Agreement. The Service includes any accompanying materials such as user guides, templates, documentation, and training materials provided by the Company. The Customer is responsible for ensuring all users comply with the terms of this Agreement.
2.2. Accounts and Security
Access to certain features of the Service may require the creation of an account. The Customer certifies that all information provided is accurate, current, complete, and not misleading, and will update any information as needed to maintain accuracy. The Customer is solely responsible for the security and confidentiality of account credentials, including passwords. Accounts are non-transferable. The Customer agrees to promptly notify the Company of any unauthorized use or breach of security related to their account. The Customer is liable for all activities under their account, including charges incurred by additional users. A user license is required for each individual utilizing the Customer’s account or generating data through the Service. Sharing accounts or data to reduce the number of licenses is strictly prohibited.

2.3. Restrictions on Use
In using the Service, the Customer agrees not to:

a. Resell, lease, sublicense, distribute, or provide access to any third party without informing the company;
b. Reverse engineer, disassemble, or create derivative works based on the Service;
c. Extract or modify information using techniques such as “web scraping”;
d. Post or transmit illegal, harmful, or offensive content that infringes the rights of others;
e. Store data regulated by PCI Data Standards;
f. Introduce viruses or other harmful mechanisms that could impair the Service;
g. Access the Service for competitive benchmarking or other unauthorized purposes;
h. Permit any third party (other than authorized users or contractors acting on the Customer’s behalf) to access the Service;
i. Use the Service to compete with the Company;
j. Allow third parties to access the Service, except for the Customer’s employees, authorized contractors, and users.

2.4. Audit
The Company reserves the right to monitor the Customer’s use of the Service to ensure compliance with this Agreement. This may include electronic monitoring or on-site audits, conducted with reasonable notice and during normal business hours, no more than once per year. If any audit reveals a breach, such as use beyond the licensed number of users or exceeding license limitations, the Customer agrees to pay additional fees and the Company may adjust pricing accordingly.

2.5. Maintenance
The Company may periodically install software updates, bug fixes, and upgrades to the Service at its discretion. These updates will be considered part of the Service for this Agreement.

2.6. Compliance with Applicable Laws
The Customer’s use of the Service is subject to all applicable international, federal, state, and local laws and regulations. The Customer is responsible for ensuring their use complies with such laws, including Medicare and third-party payer rules regarding treatment, reimbursement, and billing. The Customer is also responsible for maintaining accurate documentation and medical necessity for services billed. Any errors in submitted data that affect billing must be reported to the Company immediately.

2.7. Suspension of Service
The Company reserves the right to suspend access to the Service under the following circumstances:

a. To prevent damage, unauthorized use, or non-compliance;
b. For maintenance, repairs, or operational improvements, or in the case of an emergency;
c. If the Customer has failed to pay outstanding amounts following notice from the Company.
In the event of (a) or (b), the Company will provide prior notice where reasonable and will restore access as soon as the issue is resolved to its satisfaction.

3. Customer Data

3.1. Data Licenses

As between the Company and the Customer, all ownership rights and intellectual property in the electronic data or information submitted to and stored in the Service by the Customer (“Customer Content”) remain with the Customer. The Customer acknowledges that, in the course of providing the Services, the Company may store and maintain Customer Content under its standard business practices. Upon the termination or expiration of this Agreement, or of the Customer’s account, the Company reserves the right to deactivate the account(s) and delete any data contained within them. The Customer grants the Company the right to host, use, process, and display. The Customer is solely responsible for ensuring the accuracy, quality, legality, integrity, and appropriateness of the Customer’s Content and for securing all necessary rights to enable the Company to perform its services. The Service does not substitute for the Customer’s need to maintain regular data backups or redundant archives. The Company is not liable for any loss, alteration, destruction, damage, or corruption of Customer Content, nor for any failure to recover such data.

3.2. Data Import

The Customer is responsible for providing data to be imported into the Service in a format acceptable to the Company. All data must be submitted on time, no later than 30 days after the Effective Date of this Agreement or any applicable Purchase. The Company will not be responsible for importing data or providing services if files are improperly formatted, corrupt, incompatible, or contain errors or malicious code.

3.3. Data Export

If the Customer requests the Company to provide professional services for the export of Customer Content, as specified in any relevant Purchase Order, the Company will deliver the applicable export files through a secure delivery method. The Customer acknowledges that these export files are provided “as-is,” and the Company is not responsible for any errors, omissions, or corruption of Customer Content during the export process.

3.4. Medline, eMedicine, and WebMD Content

As part of the Services, the Company may provide Customer use of certain sources from various sources, including but not limited to the American Medical Association (“AMA”), Medline, Medicine, and WebMD. The customer understands that these terms and conditions are subject to change from time to time. Moreover, content is subject to their Terms and conditions.

3.5. Aggregated Data


Subject to the Company’s confidentiality obligations, the Customer agrees that the Company may:

a. Capture data regarding the Customer’s and end users’ use of the Service;
b. Collect metrics and data included within the Customer Content; and
c. Aggregate and analyze the data collected pursuant to subsections (a) and (b) (collectively referred to as “Aggregated Data”).

The Customer grants the Company the right to use, reproduce, distribute, and prepare derivative works from the Customer Content, solely as part of the Aggregated Data. The Company will ensure that the Aggregated Data does not identify the Customer or its users as the source of the data and complies with applicable law.

4. Third-Party Services

Except as otherwise agreed by the Company in writing or subject to the Company’s API Development Terms and Conditions, the Customer is prohibited from linking to, framing, or extracting data from the Service. The Company reserves the right to disable any unauthorized links or frames. The Company is not responsible and expressly disclaims liability for any third-party services that the Customer may use or connect to through the Service, including the availability of such services. If the Customer activates any APIs or links to enable data sharing with third parties or directs the Company to do so on their behalf, the Customer authorizes the Company to transmit and receive Customer Content to and from those third-party services. The Customer warrants that they have the necessary rights to grant this authorization. The Customer is solely responsible for any third-party fees and for ensuring compliance with applicable third-party terms.

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5. Revenue Cycle Management

Revenue cycle management services (“RCM Services”) refer to billing patients and third-party payers (TPPs) on behalf of the Customer and providing monthly account summaries. If the Customer orders RCM Services pursuant to a Purchase, the terms of the Revenue Cycle Management Services will be applied.

Revenue Cycle Management Services Addendum

If the Customer orders RCM Services under any Purchase, the terms outlined in this Revenue Cycle Management Services Addendum (“Addendum”) will apply and form part of the Terms and Conditions (“Agreement”) between Vozo EHR (“Company”) and the Customer. Any capitalized terms used but not defined in this Addendum will have the meanings set forth in the Agreement.

1. Revenue Cycle Management Services RCM Services may be ordered via a Purchase between the Company and the Customer. The Customer is responsible for all costs related to providing source data for the RCM Services. The Company will cover the costs of providing the RCM Services, except for attorney or collection agency fees associated with delinquent account collection, which will be borne by the Customer. The Company will not incur such costs without the Customer’s prior written consent. The Customer must approve the selection of collection agents and any legal actions against delinquent accounts. Such approvals will not be unreasonably withheld or delayed. Starting on the Claims Live Date, as specified in a Purchase, the Customer authorizes the Company to perform the agreed RCM Services. By providing access to the Customer’s payment processing system, the Customer authorizes the Company to enter patient payments on its behalf.
2. Billing Policies All third-party payers (TPPs) and patients will be directed to make payments to the Customer, with checks or insurance payments sent directly to the Customer’s designated address. The Customer is responsible for securing these locations and posting payments into their bank account. The Customer must provide copies of all checks and paper Explanations of Benefits (EOBs) to the Company. The Company will not have access to Customer funds, and cannot cancel patient charge balances without written instruction, except for contractual adjustments and other non-collectible payer adjustments. Customer approval is required for writing off balances except for specific exceptions like managed care write-offs. If Credentialing Services are provided, the Company will resubmit any denied Customer application due to Company fault. No fees will be refunded due to such denial.
3. Customer Responsibilities Unless otherwise stated, the Customer must submit all source data to the Company no later than 30 days after rendering services. The Customer must provide accurate demographic and clinical information to enable the Company to prepare billings and ensure proper receipt of payments. The Customer must notify the Company in writing of any errors resulting from RCM Services and provide supporting documentation. The Customer is responsible for providing updates on medical providers, facilities, and managed care plans. The Customer must also provide current provider numbers and licenses for the Company to perform RCM Services.
4. Fees and Payments Under the applicable RCM Services Purchase, the Customer will pay the Company the Monthly Additional Feature Fee plus the greater of either the Monthly Collections Rate, based on a percentage of total collections for the month, or the Monthly Minimum Subscription Fee. “Net Collections” refers to gross collections minus refunds. All fees will be paid in accordance with the Agreement.
5. Third Parties RCM Services may be provided in collaboration with third-party partners. The Customer waives any liability claims against the Company or its partners related to RCM Services.
Exclusivity During the term of the Agreement, the Customer agrees to use the Company exclusively for billing services related to patients and TPPs.
6. Limitations on Liability The Customer must notify the Company of any claim inaccuracies within 10 days of receiving a report. The Company will reprocess any inaccurate claims at its own expense. The Company’s liability for billing errors is limited to resubmitting corrected claims.
7. Termination Either party may terminate the RCM Services Purchase with 90 days’ written notice before the end of the current term. Upon termination for reasons other than breach, the Company may continue providing RCM Services for all accounts receivable as of the termination date for at least six months. The Customer will pay the Company for these services.
8. Miscellaneous All other terms in the Agreement remain unchanged and in full effect. In case of a conflict between this Addendum and the Agreement, the terms of this Addendum will take precedence concerning RCM Services.

6. Intellectual Property

6.1. Proprietary Rights
The Company’s intellectual property, including but not limited to the Service, its trademarks, copyrights, and any modifications thereof, remain the exclusive property of the Company and its licensors. No licenses or rights are granted to the Customer except for those expressly provided in this Agreement.

6.2. Feedback
The Customer agrees that any advice, feedback, clinical insights, templates, or comments provided to the Company related to the Service (“Feedback”) may be used by the Company without restriction. The Customer will not claim any interest, ownership, or royalties in the Company’s intellectual property as a result of providing such Feedback. The Customer irrevocably assigns to the Company all rights, title, and interest in and to the Feedback.

7. Payment and Taxes

7.1. Payment
Fees are outlined in the applicable Purchase (“Plan”). Upon execution of any Purchase that includes professional services, the Company will invoice the Customer for such fees as of the Purchase Effective Date. The Company will not perform professional services until these fees are paid in full. Usage fees, as set forth in a Service Order, will be billed monthly in arrears. The Customer authorizes the Company to automatically debit the bank account or other payment method provided, and invoices will be sent to the contact(s) listed in the Purchase. Fees are due within 10 days of invoice receipt. A $35.00 monthly administrative late charge may be applied for declined transactions, returned checks, or invoices unpaid for over 60 days. Past due amounts may lead to incurring a monthly charge of 1.5% or the maximum rate allowed by law. The Customer waives the right to contest billing discrepancies after two billing cycles and agrees to pay all reasonable collection costs for unpaid amounts. The Company may change fees at any time with notice, including fees for new features or previously free features. Unless otherwise noted in the Purchase, all fees are non-refundable and payable in U.S. dollars.

We do not ensure that the information on this website is correct, we do not warrant its completeness or accuracy; nor do we promise to ensure that the website remains available or that the material is kept up to date.

7.2. Automatic Payment Terms
The Customer authorizes the Company to charge the provided credit card or debit the provided bank account for all fees due, beginning from the Effective Date and monthly thereafter. This authorization remains in effect until canceled in writing. The Customer agrees to notify the Company in writing of any changes to account information at least 15 days before the next billing date. Payments may be processed on the next business day if the due date falls on a weekend or holiday. If an ACH transaction is returned for Non-Sufficient Funds (NSF), the Company may retry the charge and apply an additional fee for each returned attempt. The Customer agrees to reimburse the Company for penalties and fees resulting from the rejection of ACH debits due to improper configuration. Both parties agree to comply with NACHA Operating Rules for ACH transactions. The Customer agrees not to dispute these transactions if they align with this Agreement.

7.3. Upgrades and Downgrades
Upgrading or downgrading the Customer’s Services will not result in a pro-rated refund. Upgrade-related fees will be applied immediately, while downgrades from a yearly plan to a monthly plan will apply only for one month, rest will not be returned or refunded.

7.4. Taxes
The Company’s fees do not include any local, state, federal, or foreign taxes, levies, or duties, including sales, use, value-added, or withholding taxes (“Taxes”). The Customer is responsible for paying any applicable Taxes unless they provide a valid tax exemption certificate.

7.5. Travel Expenses
If travel is required for the provision of Services, and mutually agreed upon by the Customer and the Company, reasonable travel expenses (transportation, lodging, meals) will be subject to the Customer’s prior approval. If the Customer cancels or reschedules travel after approval, the Customer will be responsible for any related cancellation or change fees.

8. Term and Termination:

  • The agreement is effective from the date specified in the Purchase (for a typical term of 36 months) and can be renewed unless terminated by either party.
  • Either party can terminate with 30 days written notice or immediately in case of a material breach or financial insolvency.
  • Upon termination, service access ends, and data will be destroyed unless specified otherwise. Any outstanding payments must be settled.

9. Confidential Information:

  • Both parties are obligated to keep confidential any shared sensitive information.
  • Disclosures to third parties must follow similar confidentiality obligations.
  • Exceptions to confidentiality apply if the information becomes public, was independently developed, or is required by law.

10. Disclaimers:

  • The company does not guarantee error-free service and disclaims any warranties beyond those required by law.
  • It is not responsible for issues arising from third-party services or customer-provided content.

11. Indemnification:

  • The customer must defend and indemnify the company from third-party claims related to the customer’s content or use of the service.

12. No Medical Advice Given:

  • The service does not provide medical advice or act as a substitute for professional medical consultation.

13. Publicity

  • The company may use the customer’s name and logo in promotional materials unless the customer revokes this consent in writing.

14. Assignment:

  • The customer cannot assign or transfer the agreement without the company’s prior written consent.

15. Notices:

  • Notices should be provided via email, with specific details provided for each party’s contact method. ( Mail ID: info@vozohealth.com)

16. Attorney’s Fees:

  • The party that wins in any legal proceedings related to this agreement is entitled to recover reasonable costs, including attorneys’ fees.

17. Relationship of the Parties:

  • This agreement does not establish any joint venture, partnership, agency, or employment relationship between the parties.

18. No Third-Party Beneficiaries:

  • The agreement benefits only the parties involved (Customer and Company), and no other entity or person is entitled to any rights or benefits.

19. Equitable Remedies:

  • If a breach occurs, the non-breaching party may seek non-monetary remedies such as injunctions or equitable relief without needing to provide a bond or security.

20. Force Majeure:

  • Neither party is responsible for delays or failures caused by unforeseen circumstances beyond their control, such as natural disasters, strikes, wars, or governmental actions.

21. Limitation of Claims:

  • Customers cannot bring any legal claims related to this agreement more than six months after becoming aware of the issue that caused the claim.

22. Export Compliance:

  • The customer must follow U.S. and international export laws, including regulations that govern the use of the service and is responsible for ensuring compliance. The customer agrees to indemnify the company if there are violations of export laws.

23. Governing Law, Jurisdiction, and Venue:

  • The agreement is governed by the laws of the state of Virginia. Both parties consent to Virginia courts for any disputes and agree to waive the right to a jury trial if allowed by applicable law.

24. Severability, Waiver, and Amendment:

  • If any part of the agreement is deemed invalid, the rest of the agreement remains enforceable. No waiver of rights is effective unless in writing, and a failure to enforce rights does not prevent future enforcement. Amendments to the agreement must be in writing and signed by both parties.

25. Counterparts, Entire Agreement, and Order of Precedence:

  • The agreement can be signed in parts that together constitute the whole agreement. It, along with any Purchase, represents the entire understanding between the parties. In case of conflicts, the order of precedence is Purchase terms, RCM Services, and this agreement. Preprinted terms on purchase orders are not binding.