Terms of Service

1.The agreement and who may use our services

"Vybz Health", "we" and "us" mean Vybz Health Inc. "You" and "customer" mean the practice, clinic, group or other organization that opens an account, and each person who uses the services on its behalf. If you open an account for an organization, you confirm that you have the authority to bind it to these terms.

Our services are built for healthcare practices and are offered to businesses, not to consumers. To use them you must be at least 18 years old and, where you act as a clinician, hold the licences your work requires. We may ask for evidence of your credentials.

These terms, our Privacy Policy, our Business Associate Agreement, and any order form or statement of work we sign with you together make up the whole agreement. If a signed order form or statement of work conflicts with these terms, the signed document wins for that engagement.

2.What we provide

Vybz Health provides AI care teams for primary care and behavioral health practices. Depending on what you subscribe to, this includes:

• Luna, an AI practice manager that coordinates the agents, learns how your practice runs, and reports to your team.
• AI agents that answer and make phone calls, respond to messages and email, run intake, confirm appointments, check insurance coverage, submit claims you approve, follow up with patients between visits, and carry out tasks inside the systems you connect.
• Booking pages and widgets that you place on your website or share with patients.
• Workflows you design that tell the agents what to do and when.
• Professional services, such as migrating records from one EHR to another and forward deployed engineering, under a statement of work.

We will provide the services with reasonable skill and care, keep them available except for maintenance and events outside our control, and support you through the channels we publish. We may change or improve features over time. If we withdraw a feature you rely on, we will give you reasonable notice.

3.Your account

• Keep your sign-in details confidential and tell us at once if you suspect they have been used without permission.
• Give us accurate information and keep it current, including your practice details and billing contact.
• You are responsible for what is done under your account and under the accounts of people you invite, and for setting their roles appropriately.
• Administrators of a practice account can see and manage the practice's information, members, connected systems, agent memory and billing.

4.Your data and how our AI uses it

You own your data

Everything you and your patients put into the services, everything the agents collect or create for your practice, and everything the agents remember about your practice is your data. You give us permission to store, process and transmit it only as needed to provide the services to you, to keep them secure, and to meet our legal obligations. We claim no other rights in it.

How the agents improve over time

The agents get better at working for your practice by keeping a private memory of operational facts about it: who works there and how to reach them, which insurance plans you accept, your fees and policies, how you like tasks done, and the quickest way to complete recurring work in your systems. This memory is:

• Private to your practice. It is never shared with, visible to, or used for another practice.
• Yours to inspect. Administrators can read what the agents have remembered.
• Yours to correct and delete. You can fix anything that is wrong and remove anything you do not want kept.
• Deleted with your account when you leave.

Separately, we maintain general working knowledge that helps every practice, such as how a widely used scheduling system is laid out or how a common type of insurance plan behaves. General knowledge never contains information about a patient and never contains anything that identifies your practice, your staff or your business arrangements. What is specific to you stays in your private memory.

Patient conversation notes

So that returning patients are recognized and do not have to repeat themselves, the agents keep notes from earlier calls and messages with each patient. These notes are patient information belonging to your practice, are visible to your practice, and are used only to serve that patient within your practice.

Service data

We keep records of how the services are used and how the agents perform, such as which tasks ran, how long they took and whether they succeeded. We use these records to operate, secure, bill for and improve the services. Where we share statistics about usage, they are aggregated so they do not identify a practice or a person.

5.Patient information and your responsibilities

You are the healthcare provider. You decide which patient information the agents handle and for what purpose, and you remain responsible for it. Where HIPAA applies, Vybz Health acts as your business associate, and the Business Associate Agreement between us governs how we handle protected health information. If the Business Associate Agreement and these terms conflict about protected health information, the Business Associate Agreement wins.

You agree that you will:

• Have the right to share with us the information you share, and to connect the systems you connect.
• Give patients the notices and obtain the consents your practice and the law require, including for recorded phone calls with an AI agent, for text messages, for automated follow-up between visits, and for electronic communication.
• Enroll a patient in text message follow-ups only when the patient has agreed, and honor any request to stop.
• Tell patients, where the law or your professional rules require, that they are speaking with an AI agent, and make a person available when a patient asks for one.
• Handle anything clinical yourselves. The agents pass clinical questions, and anything that looks urgent, to a person at your practice, and you are responsible for how your practice responds.
• Comply with all laws that apply to your practice, including HIPAA, state privacy and telehealth laws, telephone and text messaging laws, and your professional codes.

6.What the agents do and do not do

The agents carry out operational work on your instructions. They do not practise medicine and they do not provide medical advice, diagnosis or treatment. They are not a substitute for a clinician, and nothing they produce should be relied on as clinical judgment.

Because the agents use AI, you also accept the following:

• The agents can make mistakes. They may misunderstand a request, record something incorrectly, or take an action you did not intend. You will review the records, messages, forms, claims and other outputs the agents produce before relying on them, and you will design workflows with the checks your practice needs.
• Where an agent works inside a connected system on your behalf, it acts as your authorized user of that system. You are responsible for the permissions you give it and for the outcome of the work you ask it to do, as you would be for a member of staff.
• Insurance coverage checks and claim submissions reflect the information insurers return. They are not a guarantee of payment.
• The agents are not an emergency service. If a patient appears to be in danger, the agents are designed to hand over to a person, but you must maintain your own emergency procedures and make them known to patients.
• The agents will decline instructions that are unlawful, unsafe, or outside their role, and we may limit what they do to keep the service safe.

You can see what each agent did, in which system, and why, and you can pause or stop a workflow at any time from your dashboard.

7.Connected systems and third-party services

The agents work with systems your practice already uses, such as EHRs, calendars, inboxes, scheduling tools, spreadsheets, messaging workspaces, advertising accounts and insurance clearinghouses. When you connect a system:

• You authorize the agents to read from and write to it as needed for the work you set up, and you confirm that doing so is allowed by your agreement with that provider.
• You are responsible for complying with that provider's terms. Some providers restrict automated access; it is your responsibility to check.
• Where you give the agents a login to a system that has no connection of its own, you confirm that you are permitted to do so, and you can withdraw it at any time by disconnecting the system.
• We are not responsible for the availability, accuracy or behavior of third-party systems, or for changes they make that affect how the agents can work with them.

8.Acceptable use

You will not, and will not allow anyone else to:

• Use the services for anything unlawful, or to contact people who have not agreed to be contacted where consent is required.
• Use the services to harass, deceive or harm anyone, or to send spam.
• Upload or process information you do not have the right to use.
• Attempt to access another customer's account or data, probe or disrupt the services, or get around usage limits or security measures.
• Copy, resell, sublicense or offer the services to third parties except as a feature we expressly provide, such as placing a booking widget on your website.
• Reverse engineer the services or use them to build a competing product.
• Use the agents to collect information from third-party systems in ways those systems prohibit.

We may suspend an account that breaks these rules while we investigate, and we will tell you unless the law prevents it.

9.Fees and payment

• Plans and usage. Fees are set out on our pricing pages, in your order form, or in your dashboard. Some services are billed as a recurring subscription, some by usage, such as per task or per patient record migrated, and some under a statement of work. Usage-based charges are shown in your dashboard as they accrue.
• Billing. Subscriptions renew automatically at the end of each billing period until you cancel. Usage charges are invoiced monthly in arrears. You authorize us to charge your payment method, which is held by our payment processor, for all fees due. Fees exclude taxes, which we add where required.
• Late or failed payment. If a payment fails we will retry it and let you know. If fees remain unpaid 14 days after notice, we may suspend the services until the balance is cleared.
• Price changes. We may change our prices with at least 30 days' notice. Changes take effect at your next renewal, and fees fixed in a signed order form do not change during its term.
• Refunds. Fees are not refundable except where these terms say otherwise or the law requires. If a billing error occurs, tell us within 30 days and we will correct it. If the service is unavailable for a sustained period because of a failure on our side, we will credit you fairly for the affected time.
• Cancellation. You can cancel a subscription at any time from your dashboard or by emailing us. You keep access until the end of the paid period, and you are not charged again.

10.Trials, demos and features in development

We may offer free trials, public demos and features labelled as beta or early access. These are provided as they are, may change or end without notice, and may have limits that paid services do not. Public demos on vybz.health are for evaluation only; do not enter real patient information into them.

11.Professional services

EHR data migration, forward deployed engineering and other professional services are delivered under a statement of work that describes the scope, timeline, fees and acceptance criteria. For a migration, we move the records you identify from the source system to the destination system, verify each record against its source, and report anything that needs your decision. You remain responsible for confirming that the migrated records are complete and correct before you rely on them, and for keeping your own copy of the source data until you have done so.

12.Term, suspension and ending the agreement

• This agreement lasts for as long as you have an account.
• You can close your account at any time. We can end the agreement with 30 days' notice, or immediately if you materially break these terms and do not fix the problem within 14 days of our notice, if you stop paying, or if we must to comply with the law.
• We may suspend the services, in whole or in part, where we reasonably believe it is necessary to protect the services, other customers, patients or the public, or to comply with the law. We will limit any suspension to what is necessary and tell you promptly.
• When your account closes, the agents stop work immediately and your connected systems are disconnected. You have 90 days to export your data, after which we delete it, except where we must keep specific records for legal, tax or billing reasons. Patient information is returned or deleted as the Business Associate Agreement requires.
• Sections that by their nature should continue after the agreement ends do so, including those about your data, confidentiality, fees owed, disclaimers, liability and disputes.

13.Intellectual property

We own the services, including the software, the agents, the designs, the general knowledge described above, and our trademarks. You receive a limited, non-exclusive, non-transferable right to use the services for your practice during the agreement. You own your data, as described above, and any content you create with the services for your practice, such as booking pages and workflows.

If you give us feedback or suggestions, we may use them to improve the services without any obligation to you. Using your feedback never involves using your data or your patients' data to train AI models.

14.Confidentiality

Each of us will keep the other's confidential information confidential, use it only for the purposes of this agreement, and protect it with at least reasonable care. Your confidential information includes your data and the way your practice operates. Ours includes non-public information about the services and our pricing. These duties do not apply to information that is public through no fault of the receiving party, that was already known to it, or that it must disclose by law, in which case it will give notice where it can.

15.Disclaimers

Except as expressly stated in these terms, the services are provided as they are and as available, and we make no other warranties, express or implied, including of merchantability, fitness for a particular purpose or non-infringement. We do not warrant that the services will be uninterrupted or error free, that the agents will complete every task correctly, or that any particular result, including any revenue, reimbursement or time saving, will be achieved. The services are not a medical device and do not provide medical advice.

16.Limitation of liability

To the fullest extent the law allows, neither of us is liable to the other for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or goodwill, arising out of this agreement, however caused and even if advised of the possibility.

To the fullest extent the law allows, our total liability for all claims arising out of this agreement in any twelve-month period is limited to the fees you paid us for the services in the twelve months before the event giving rise to the claim.

These limits do not apply to a party's breach of its confidentiality obligations, to our obligations under the Business Associate Agreement to the extent it provides otherwise, to a party's indemnification obligations, to either party's gross negligence or wilful misconduct, or to liability that cannot be limited by law.

17.Indemnification

You will defend and indemnify Vybz Health against third-party claims arising from your practice's provision of care, from your breach of these terms, from your use of the services in violation of the law or of a third party's rights, or from instructions you gave the agents, except to the extent the claim is caused by our breach of this agreement.

We will defend and indemnify you against third-party claims that the services, used as permitted, infringe that party's intellectual property rights. If such a claim arises, we may modify the services, obtain a licence, or end the affected service and refund any prepaid fees for the unused period.

The indemnified party must notify the other promptly, give it control of the defence, and cooperate reasonably.

18.Governing law and disputes

These terms are governed by the laws of the State of Delaware and the federal laws of the United States, without regard to conflict of law rules. If a dispute arises, we will each first try in good faith to resolve it by discussion between people with authority to settle it, for at least 30 days after one of us gives notice. If that does not resolve it, the courts located in Delaware have exclusive jurisdiction, and each of us consents to it. Either of us may seek an injunction in any court to protect confidential information or intellectual property.

19.Changes to these terms

We may update these terms from time to time. When we do, we will change the effective date at the top. If a change is material, we will email the account owner at least 30 days before it takes effect. If you do not agree with a change, you may close your account before it takes effect. Continuing to use the services after that date means you accept the updated terms. Our commitment not to train AI models on your data will not change without your explicit agreement.

20.General

• Notices to us go to the email address below. Notices to you go to the account owner's email address.
• Neither of us may assign this agreement without the other's consent, except to a successor in a merger, acquisition or sale of substantially all assets, with notice.
• Neither of us is liable for delay or failure caused by events outside its reasonable control.
• If a court finds part of these terms unenforceable, the rest remains in effect.
• A failure to enforce a right is not a waiver of it.
• We are independent contractors. Nothing here creates a partnership, joint venture or employment relationship.