Terms of Service

1. Definitions

• ✓"Authorized User" means an employee or contractor of Customer authorized to access the Services on Customer's behalf.
• ✓"BAA" means the Business Associate Agreement between the parties, incorporated by reference where Customer is a Covered Entity or Business Associate under HIPAA.
• ✓"Customer Data" means information Customer or its Authorized Users submit to or generate through the Services, including patient and insurance data, but excluding PHI (governed by the BAA).
• ✓"PHI" has the meaning given in HIPAA (45 CFR § 160.103).
• ✓"Service Contract" means the order form, subscription agreement, or pricing plan executed by Customer that sets out fees, tier, and term.

2. The Services

Subject to this ToS and the Service Contract, Vectisify provides:

• ✓Electronic insurance eligibility verification via clearinghouse integration.
• ✓AI-assisted phone verification with insurance payers when electronic verification is insufficient, combined with human review of exceptions and flagged cases.
• ✓Claim submission support and payment/remittance posting to Customer's practice management system (PMS), within the scope set out in the Service Contract.
• ✓An audit trail of PHI access and claim/verification activity.

3. Scope of PMS Write-Back

Where enabled on the Service Contract, Vectisify writes verified data back to Customer's PMS using the PMS vendor's published API — this does not include autonomous AI write actions outside that controlled path. Write-back fidelity depends on PMS API availability and stability, and on the accuracy of the data Customer's staff enter into the PMS. Where a verification or claim cannot be completed because payer data is unavailable or Customer-provided data is materially incomplete, Vectisify returns the case to Customer with a status indicator rather than guessing.

4. Implementation and Onboarding

Implementation timelines and Go-Live dates are as set out in the Service Contract. Unless the Service Contract states otherwise, Customer's initial subscription includes a free fourteen (14) day trial period beginning on the Go-Live date, during which no fees are charged and either party may terminate without cause on written notice and without further obligation. During the trial period, verification volume is capped at the number of verifications included in the tier Customer is trialing, as stated in the Service Contract; verification requests beyond that cap will not be processed until the subscription converts to paid or Customer upgrades. If Customer does not terminate before the trial period ends, the subscription automatically converts to a paid subscription under the Service Contract's standard term and fees. Vectisify will send written notice at least seven (7) days before this automatic conversion takes effect. Any service-level commitments (e.g., uptime, support response times) are as set out in the Service Contract; this ToS does not itself guarantee a specific service level.

5. Billing Framework

• ✓All fees, rates, and billing cadence are set out in the Service Contract; no dollar amounts are published in this ToS.
• ✓Undisputed invoices are due net thirty (30) days. Past-due amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Customer must notify Vectisify in writing of any good-faith billing dispute within fifteen (15) days of the invoice date.
• ✓Vectisify may suspend the Services for accounts more than fifteen (15) days past due, following notice, subject to Section 18.

6. Customer Responsibilities

To enable Vectisify to deliver the Services, Customer shall:

• ✓Provide timely, secure access to its PMS, payer portals, and any required credentials.
• ✓Ensure accurate patient and insurance data is entered into its PMS and provided to the Services.
• ✓Assign a point of contact for coordination and escalation.
• ✓Comply with Customer's obligations under the BAA, which is automatically incorporated into these ToS where Customer is a Covered Entity or Business Associate under HIPAA (see "About these Terms of Service" above).
• ✓Make all clinical, treatment, billing, and coverage decisions — the Services are operational tools; outputs are informational and do not constitute clinical, medical, legal, billing, or insurance coverage advice.
• ✓Maintain multi-factor authentication on all Authorized User accounts, as required by the Services.

Use restrictions. Customer and its Authorized Users shall not: reverse-engineer, decompile, or attempt to derive the source code, models, prompts, or architecture of the Services; use the Services or their output to develop a competing eligibility-verification or RCM product; scrape or extract data from the Services beyond authorized access patterns; resell, sublicense, or provide access to the Services to any third party outside Customer's own practice; remove proprietary notices from the Services or their output; use the Services in violation of applicable law or in a way that interferes with their integrity; or submit malicious code or data Customer does not have the right to provide.

7. Accuracy and Human-in-the-Loop QA

The Services combine automated AI extraction and calling with human review of exceptions and flagged cases before results are finalized. Billing-side actions — initiating a claim status call, posting a payment or remittance to the PMS — are triggered manually by Customer's Authorized Users rather than run on an unattended schedule, consistent with Vectisify's current QA process. Eligibility verification is different: Vectisify's automated pipeline checks Customer's upcoming appointments on a recurring schedule and, for a new patient or a patient whose insurance information has changed since the last verification, may automatically place an AI-assisted phone call to the payer (see Section 8) without a manual trigger. Where eligibility or claim data is materially unavailable or Customer-provided data is incomplete, Vectisify returns the case to Customer with a status indicator rather than fabricating a result. Vectisify does not guarantee insurance coverage approval, claim payment, claim outcomes, or any specific reimbursement — all payer decisions remain solely within the payer's control.

8. AI-Assisted Verification Calls

When electronic verification is insufficient, the Services may place AI-assisted phone calls to insurance payers on Customer's behalf. These calls disclose their AI nature to the payer representative at the outset and are recorded for quality and accuracy purposes.

9. No PHI on Public Website Forms

PHI must not be submitted through Vectisify's public marketing website (including the demo-request form) or any other non-designated channel. Only the authenticated Benji portal and the integrations described in Section 2 are designated channels for PHI.

10. Confidentiality

Each party shall protect the other's Confidential Information with at least the same degree of care it uses for its own (and in any event no less than reasonable care), use it solely to perform under this ToS, and not disclose it except to personnel bound by confidentiality obligations at least as protective as those here. Standard exclusions apply (information that is public, independently developed, or required to be disclosed by law). These obligations survive for five (5) years after termination, except that obligations regarding trade secrets and PHI survive as long as required by applicable law or the BAA.

11. Data Ownership and License

Customer retains ownership of Customer Data. Vectisify retains ownership of the Services, including its software, workflows, and documentation. Customer grants Vectisify a non-exclusive, worldwide, royalty-free license to host, process, and transmit Customer Data (including PHI, subject to the BAA) solely to provide the Services. To the extent permitted by the BAA and applicable law, Vectisify may use de-identified, aggregated data derived from Services use for analytics and service improvement — such data does not identify Customer or its patients, and is not used to train third-party foundation models for purposes outside providing the Services. Vectisify may also review Customer Data, including recorded calls, without de-identification, to maintain and improve the Services generally — for example, refining the shared AI voice agent's verification behavior. As of the Effective Date, all Customers' AI-assisted verification calls are handled by the same underlying AI assistant configuration; a refinement informed by one Customer's calls may therefore affect the AI's behavior on other Customers' calls as well, though it will not disclose one Customer's Customer Data or PHI to another. In the event of a security incident affecting Customer Data other than PHI, Vectisify will notify Customer without unreasonable delay; incidents involving PHI are governed exclusively by the BAA.

12. HIPAA, PHI, and the BAA

The BAA between the parties is incorporated by reference into this ToS. If there is any conflict between this ToS and the BAA regarding PHI, the BAA controls.

13. Intellectual Property, Trademarks, and Feedback

All Services, including software, AI workflows, integrations, and documentation, are and remain the exclusive property of Vectisify. No license is granted to Customer except as expressly set forth here and in the Service Contract. "Vectisify," "Benji," and related names/logos are trademarks of Vectisify; Customer may identify itself as a Benji customer factually but may not use Vectisify's marks in its own branding, domain names, or advertising without prior written consent. Feedback Customer provides about the Services may be used by Vectisify without restriction or obligation.

14. Warranties; Disclaimers

Vectisify warrants it will perform the Services in a professional manner consistent with generally accepted industry practices, and in material compliance with the HIPAA Security Rule as further specified in the BAA. Except for the express warranty in this section, the Services are provided "as is" and "as available," without warranties of any kind, including merchantability, fitness for a particular purpose, and non-infringement. The Services do not constitute clinical, medical, legal, billing, or insurance coverage advice, and Vectisify does not guarantee any specific claim payment, coverage approval, or payer behavior.

15. Limitation of Liability

Consequential damages waiver. To the maximum extent permitted by law, and subject to the exclusions below, neither party shall be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for loss of profits, revenue, data, or goodwill, even if advised of the possibility of such damages.

Aggregate cap. Subject to the exclusions below, each party's total aggregate liability shall not exceed the greater of (a) the fees paid by Customer to Vectisify in the twelve (12) months preceding the claim, or (b) one hundred U.S. dollars ($100).

Exclusions. The waiver and cap above do not apply to: (i) Customer's payment obligations; (ii) either party's indemnification obligations under Section 16; (iii) breaches of confidentiality under Section 10; (iv) violations of HIPAA or the BAA; or (v) either party's fraud or willful misconduct.

Enhanced cap for excluded claims. Vectisify's total aggregate liability for claims under items (ii)–(iii) above shall not exceed the greater of (x) the amounts actually paid or payable under the insurance coverage described in Section 20 with respect to such claims, or (y) fifty thousand U.S. dollars ($50,000). Claims under item (iv) — violations of HIPAA or the BAA, including any breach of the security or confidentiality of PHI — are governed exclusively by the liability cap set out in the BAA itself (not by this Section 15), consistent with Section 24's rule that the BAA controls over this ToS on PHI matters. This enhanced cap does not apply to fraud or willful misconduct.

16. Indemnification

By Customer. Customer shall defend, indemnify, and hold harmless Vectisify from third-party claims arising out of: (a) Customer Data or instructions provided by Customer; (b) Customer's violation of this ToS, the BAA, or applicable law; or (c) Customer's clinical, treatment, billing, or coverage decisions.

By Vectisify. Vectisify shall defend, indemnify, and hold harmless Customer from any third-party claim that the Services, as provided and used in accordance with this ToS, infringe a U.S. patent, copyright, trademark, or trade secret — excluding claims arising from Customer Data or Customer's use of the Services in combination with non-Vectisify products.

17. Term and Termination

• ✓This ToS applies to Customer beginning on the effective date stated in Customer's Service Contract and continues for the term stated there, renewing automatically for successive terms of the same length unless either party gives at least thirty (30) days' written notice of non-renewal.
• ✓Either party may terminate for convenience upon thirty (30) days' written notice, or for the other party's uncured material breach following thirty (30) days' written notice describing the breach. Either party may terminate immediately for the other's insolvency, fraud, or a material security breach.
• ✓Upon termination, licenses cease and PHI is returned or destroyed exclusively per the BAA. For thirty (30) days following termination, Vectisify will, on request, make Customer Data (excluding PHI) available for export; after that period it may be deleted or de-identified except where retention is legally required.

18. Suspension of Services

Vectisify may suspend the Services on notice (which may be retroactive in an emergency) where Customer has materially breached this ToS, Customer's use poses a security risk, Customer's account is past due beyond the cure period, or suspension is required by law.

19. Force Majeure

Neither party is liable for delay caused by events beyond its reasonable control, including acts of God, government action, internet/telecommunications outages, or failures of third-party PMS vendors, clearinghouses, or payers.

20. Insurance

Throughout the term, Vectisify maintains cyber liability and technology errors & omissions insurance, currently bound at $1,000,000 per occurrence / $1,000,000 aggregate, satisfying the minimum required under the BAA.

21. Governing Law; Dispute Resolution

This ToS is governed by the laws of the State of Nevada, without regard to its conflict-of-laws principles. The parties will first attempt to resolve any dispute through good-faith negotiation for thirty (30) days before initiating litigation, except for emergency injunctive relief. Venue for any action lies in the state or federal courts located in Nevada. Each party waives any right to a jury trial to the fullest extent permitted by law.

22. Export Control

Customer represents that neither it nor its Authorized Users are subject to U.S. sanctions or export control restrictions, and shall not use the Services in violation of such laws.

23. Assignment

Neither party may assign this ToS without the other's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets, in which case the assigning party will provide prior written notice to the other party.

24. Order of Precedence; Entire Agreement

In the event of conflict among the documents forming the parties' agreement, the order of precedence is: (i) the Service Contract, (ii) the BAA (for PHI matters), (iii) this ToS, (iv) the Privacy Policy — except that, for any term governed by the HIPAA Rules or otherwise relating to the use, disclosure, security, or breach of PHI, the BAA controls over the Service Contract and every other document, so that a pricing or scope term in the Service Contract can never inadvertently override a PHI protection in the BAA. Together, these constitute the entire agreement and supersede prior understandings.

25. Changes to These Terms

Vectisify may update this ToS with at least thirty (30) days' notice. For Customers with an active Service Contract, material adverse changes take effect at the next renewal rather than mid-term, except where required by law or to address a security risk.

26. Notices and Contact

Legal notices to Vectisify: hello@vectisify.com. Vectisify LLC is a Nevada limited liability company with its principal address on file.

27. Miscellaneous

Severability, no-waiver, independent-contractor status, and no-third-party-beneficiary provisions apply in the customary manner. Section headings are for convenience only. The English-language version controls.