Terms of Service

These Terms of Service ("Terms") are a legally binding agreement between you (or the entity you represent, "Customer," "you," or "your") and Vocalis AI ("Vocalis," "we," "our," or "us") governing your access to and use of the Vocalis platform, including all software, APIs, and related services available at vocalis.team (collectively, the "Service").

By creating an account or using the Service, you confirm that you have authority to bind the entity you represent and that you agree to these Terms in full. If you do not agree, do not use the Service.

Vocalis is an AI-powered voice receptionist platform that enables clinics and service businesses to automate inbound call handling, appointment scheduling, patient follow-up, and related communications. The Service may include AI voice agents, a management dashboard, calendar integrations, email integrations, SMS capabilities, and supporting infrastructure.

Vocalis reserves the right to modify, suspend, or discontinue any feature of the Service with reasonable advance notice. We will provide at least 30 days' notice before removing a material feature that you rely on, except where required by law or security circumstances.

To use the Service, you must register for an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain the security of your login credentials and notify us immediately of any unauthorized access
• Ensure all users under your account comply with these Terms
• Take responsibility for all activity that occurs under your account

Accounts are for your organization's internal use. You may not share login credentials outside your organization or resell access to the Service without our written consent.

You may use the Service only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Service in any way that violates applicable laws or regulations, including HIPAA, TCPA, or anti-spam laws
• Transmit unsolicited commercial communications or use the Service to contact individuals who have not consented to receive communications from your business
• Attempt to gain unauthorized access to any part of the Service or its related systems
• Reverse-engineer, decompile, or disassemble any portion of the Service
• Use the Service to process data in a manner that violates the privacy rights of third parties
• Interfere with or disrupt the integrity or performance of the Service
• Use the Service to transmit material that is harmful, defamatory, obscene, or otherwise objectionable

Vocalis reserves the right to suspend or terminate accounts that violate these acceptable use standards, with or without prior notice depending on severity.

Clinics using Vocalis may enroll their patients in an SMS messaging program operated through the Vocalis platform. The following terms apply to all SMS messages sent through Vocalis.

Access to the Service is provided on a paid subscription basis. By subscribing, you authorize Vocalis to charge the payment method on file for the applicable subscription fee on a recurring monthly or annual basis, plus any usage-based charges accrued during the billing period.

• Subscription fees are billed in advance at the start of each billing period and are non-refundable except as described in the cancellation section below.
• Usage fees (per-minute call charges and similar metered usage) are billed in arrears at the end of each billing period based on actual usage.
• Price changes: Vocalis will provide at least 30 days' notice before increasing subscription rates. Your continued use of the Service after the effective date constitutes acceptance of the new price.
• Taxes: Prices are exclusive of applicable taxes. You are responsible for all taxes, levies, or duties imposed by taxing authorities, excluding taxes on Vocalis's net income.
• Failed payments: If payment fails, Vocalis may suspend access to the Service after providing reasonable notice. Access will be restored upon resolution of the outstanding balance.

Many Vocalis customers are healthcare providers subject to the Health Insurance Portability and Accountability Act (HIPAA). When Vocalis processes Protected Health Information (PHI) on behalf of a covered entity, Vocalis acts as a Business Associate under HIPAA.

Before using the Service in a manner that involves PHI, you must execute a Business Associate Agreement (BAA) with Vocalis. Contact support@vocalis.team to request a BAA. Using the Service to transmit or process PHI without a signed BAA is a violation of these Terms.

Vocalis maintains its infrastructure and operational practices in a manner consistent with HIPAA requirements for Business Associates, including our AWS environment operating under an AWS BAA.

Vocalis and its licensors own all rights, title, and interest in and to the Service, including all software, AI models, interfaces, documentation, and branding. These Terms do not grant you any rights to Vocalis's intellectual property except the limited right to use the Service as described herein.

You retain ownership of your clinic's data, call records, patient information, and any content you upload to the Service ("Customer Data"). You grant Vocalis a limited license to use Customer Data solely to provide, maintain, and improve the Service for your account. Vocalis does not use Customer Data to train generalized AI models or for any purpose beyond operating your account.

Each party agrees to protect the other's confidential information using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care), and to use confidential information only to fulfill obligations under these Terms. Confidential information does not include information that is publicly available, independently developed, or lawfully obtained from a third party.

Either party may terminate these Terms at any time:

• Customer-initiated cancellation: You may cancel your subscription at any time through the account settings or by contacting support. Cancellation takes effect at the end of the current billing period. Vocalis does not provide refunds for unused portions of a prepaid subscription term, except where required by applicable law.
• Vocalis-initiated termination for cause: Vocalis may immediately suspend or terminate your account if you materially breach these Terms, fail to pay amounts due, or engage in conduct that poses a risk to the Service, other customers, or third parties. We will provide notice where practicable.
• Effect of termination: Upon termination, your right to access the Service ceases. Vocalis will make Customer Data available for export for 30 days following termination, after which we may delete it. Sections addressing payment, intellectual property, confidentiality, limitation of liability, and governing law survive termination.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. VOCALIS EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Vocalis does not warrant that the Service will be uninterrupted, error-free, or that any defects will be corrected. AI-generated responses and call summaries are provided for informational purposes; you are responsible for reviewing them for accuracy before relying on them for clinical or business decisions.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL VOCALIS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF VOCALIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

VOCALIS'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO VOCALIS IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE CLAIM OR (B) ONE HUNDRED DOLLARS ($100).

Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability for certain damages, so some of the above limitations may not apply to you.

You agree to indemnify, defend, and hold harmless Vocalis and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service in violation of these Terms; (b) your violation of any applicable law or regulation; (c) any content or data you submit to the Service; or (d) your violation of any third-party rights.

These Terms are governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. Any dispute arising out of or relating to these Terms or the Service that cannot be resolved informally will be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with proceedings conducted in San Francisco, California.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect intellectual property rights or confidential information. You waive any right to participate in a class action lawsuit or class-wide arbitration against Vocalis.

• Entire agreement: These Terms, together with the Privacy Policy and any signed BAA or order form, constitute the entire agreement between you and Vocalis and supersede all prior agreements regarding the Service.
• Modifications: Vocalis may update these Terms from time to time. We will notify you of material changes at least 14 days before they take effect via email or in-app notice. Continued use after the effective date constitutes acceptance.
• Severability: If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force.
• No waiver: Failure by Vocalis to enforce any right or provision of these Terms does not constitute a waiver of that right or provision.
• Assignment: You may not assign these Terms or any rights hereunder without Vocalis's prior written consent. Vocalis may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.
• Notices: Legal notices to Vocalis should be sent to support@vocalis.team. Notices to you will be sent to the email address associated with your account.

If you have questions about these Terms or need to reach our team:

• Email: support@vocalis.team
• Privacy: privacy@vocalis.team