Terms of Service |

VADA Customer Terms of Service

Effective Date: August 1, 2025

These Customer Terms of Service (the “Terms”) are between VADA, Inc. (“VADA,” “we,” or “us”) and the Customer identified in the accompanying Order (“Customer” or “you”). These Terms, along with the accompanying Order(s), duly authorized amendments, and incorporated policies, form the “Agreement.”

If Customer is a business or other legal entity, the person accepting these Terms on behalf of Customer represents they have authority to bind such entity. If you are a User under the Customer’s license, applicable portions of these Terms are binding upon you individually.

By signing the Order, you agree to these Terms in their entirety. If you do not accept, do not sign or use the VADA Subscription Service.

1. Definitions

For purposes of this Agreement:

Customer Data means all information, content, or data input by Customer or its Users into the Subscription Service, including metrics, performance information, and other operational details. Customer Data does not include Feedback, Usage Data, or De-identified Data.
Daily Briefs means operational summaries, task lists, and action items generated by VADA based on Customer Data and VADA’s analytics.
Subscription Service means VADA’s cloud-based software, platform, and related services made available online to Customer, as specified in an Order.
Trial means the 7-day free trial offered to new Customers prior to the paid subscription, as outlined in Section 6(c).
Users means individuals authorized by Customer to access and use the Subscription Service.
Business Associate Agreement (BAA) means VADA’s Business Associate Agreement, available at: [Insert URL].
Cancellation Policy means VADA’s subscription cancellation terms, available at: [Insert URL].
Privacy Policy means VADA’s Privacy Policy, available at: [Insert URL].
SMS Volume Limits and Pricing Policy means VADA’s policy regarding SMS/text usage and pricing, available at: [Insert URL].

Third Party Program(s) means programs or services made available by third parties and listed at: [Insert URL].

2. License

VADA grants Customer a non-exclusive, non-transferable license to access and use the Subscription Service during the Term, solely for Customer’s internal business purposes.

Restrictions: Customer and Users may not:

Use the Service for unlawful purposes.
Copy, modify, or create derivative works of the Service.
Attempt to reverse-engineer or extract source code.
Misuse the Service to harm others or VADA systems.

3. Customer Data

Responsibility. VADA relies entirely on Customer-provided data and inputs. Customer is solely responsible for accuracy, legality, completeness, and appropriateness of all Customer Data.
Use. Customer grants VADA the right to process Customer Data solely as needed to provide the Service.
Disclaimer. VADA does not pull data directly from practice management systems (PMS) and does not independently verify the accuracy of Customer Data.

4. Daily Briefs, Tasks, and Actions

Operational Support. VADA generates Daily Briefs, task lists, and recommended actions to support practice operations.
No Professional Advice. These outputs are suggestions, not financial, legal, or clinical advice. Customer remains responsible for final decisions and outcomes.
No Guarantees. VADA provides insights that may support efficiency and growth but does not guarantee revenue increases, profitability, or specific results.

5. Services

VADA provides:

Technical Support. Reasonable technical support to assist in Service use.
Updates. Regular improvements and enhancements at VADA’s discretion.
Live Daily Brief Updates. During the 7-day Trial and thereafter twice per month with paid subscription, a VADA coach provides live updates on Daily Briefs, tasks, and actions. This is a service feature, not a coaching or consulting relationship.

6. Fees and Trial

(a) Subscription Fees. Customer will pay all fees as set forth in the applicable Order. Standard subscription is discounted to $695/month when Customer signs a 12-month contract.

(b) Month-to-Month Option. Customers who decline the 12-month contract may subscribe month-to-month at $1,145/month.

New Customers receive a 7-day free trial upon signup.
On day 4 of the Trial, Customer receives a live Daily Brief update session from a VADA coach as a preview of included subscription features.
On day 7, the payment method on file is automatically charged unless the Customer cancels prior to the trial end.
After day 7, all subscriptions convert automatically to paid subscriptions per the selected plan.

(d) Payment Terms. Fees are due in advance via credit/debit card. All payments are final and non-refundable, except as required by law.

7. Term and Termination

Initial Term. The Agreement begins on the Effective Date and continues for the Initial Term specified in the Order (typically 12 months).
Renewal. Subscriptions automatically renew unless canceled in accordance with VADA’s Cancellation Policy.
Suspension/Termination. VADA may suspend or terminate access for unpaid fees, misuse, or material breach.

8. Privacy and Security

Safeguards. VADA uses industry-standard encryption in transit and at rest.
HIPAA. Customer is responsible for ensuring compliance with HIPAA and related laws when entering PHI or other sensitive data.
De-Identified Data. VADA may aggregate and de-identify Customer Data for analytics and service improvements.
Policies. Customer acknowledges that the Privacy Policy and BAA govern data use, PHI, and personal information.

9. Feedback

Any suggestions, ideas, or feedback provided by Customer may be used by VADA without restriction.

10. Disclaimers and Limitations

No Professional Advice. The Service does not provide medical, legal, tax, or financial advice.
No Guarantee. VADA does not warrant specific business outcomes.
Limitation of Liability. To the fullest extent permitted by law, VADA’s liability is limited to the greater of (i) three months of paid subscription fees or (ii) $100.

11. Governing Law

This Agreement will be governed by the laws of the State of Utah, with exclusive venue in state and federal courts located therein.

13. Entire Agreement

This Agreement (including Orders and incorporated policies) constitutes the entire agreement between VADA and Customer. The following policies are incorporated by reference and available at the URLs provided:

Business Associate Agreement (BAA): [Insert URL]
Cancellation Policy: [Insert URL]
Privacy Policy: [Insert URL]
SMS Volume Limits and Pricing Policy: [Insert URL]
Third Party Program(s):[Insert URL]

VADA Cancellation Policy

Effective Date: August 1, 2025

All VADA subscriptions renew automatically unless canceled in accordance with this Policy. New Customers receive a 7-day free trial, which must be canceled before the end of day 7 to avoid charges. If not canceled, the selected subscription plan will be billed automatically. Standard subscriptions are 12-month contracts billed monthly at a discounted rate of $695/month; these contracts cannot be canceled early, and all payments for the term remain due in full. Contracts renew for an additional 12 months unless canceled at least 30 days prior to renewal. Customers may instead choose a month-to-month plan at $1,145/month, which can be canceled any time prior to the next billing date. All payments are final and non-refundable, and service continues through the end of the current billing cycle.

To submit a cancellation request, please use the account portal or contact VADA Support at [email protected].

VADA Business Associate Agreement (BAA)

Effective Date: August 1, 2025

This Business Associate Agreement (“BAA”) is incorporated by reference into the VADA Customer Terms of Service (the “Agreement”) between Customer (“Covered Entity”) and VADA, Inc. (“Business Associate”). By accepting the Terms of Service, Customer also accepts this BAA.

1. Purpose

This BAA governs VADA’s use and disclosure of Protected Health Information (“PHI”) in connection with providing the Subscription Service. It ensures compliance with the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the HITECH Act, and related regulations.

2. Definitions

PHI (Protected Health Information): Individually identifiable health information as defined by HIPAA.
Business Associate: VADA, when performing functions or services on behalf of Customer that involve PHI.
Covered Entity: Customer, as defined under HIPAA.
De-Identified Data: Data that meets HIPAA’s standard for de-identification (45 CFR § 164.514).

3. Obligations of VADA (Business Associate)

VADA agrees to:
(a) Safeguards. Use reasonable administrative, physical, and technical safeguards to protect PHI.
(b) Permitted Use. Use PHI only as necessary to perform services under the Agreement.
(c) Prohibited Use. Not use or disclose PHI except as permitted by this BAA or required by law.
(d) Minimum Necessary. Limit PHI use/disclosure to the minimum necessary to accomplish the purpose.
(e) Reporting. Promptly report any unauthorized use or disclosure of PHI to Customer.
(f) Subcontractors. Ensure subcontractors who handle PHI agree to the same restrictions and conditions.
(g) Access Requests. Provide PHI to Customer as necessary for Customer to meet obligations under HIPAA (e.g., access, amendment, accounting of disclosures).
(h) Availability. Make internal practices, records, and policies relating to PHI available to the Secretary of HHS upon request.
(i) Return/Destruction. Upon termination, return or destroy PHI, if feasible. If not feasible, extend protections of this BAA.
(j) De-Identified Data. VADA may de-identify PHI in compliance with HIPAA and may use such data for analytics, benchmarking, and product improvement.

4. Permitted Uses and Disclosures by VADA

VADA may:
(a) Use PHI to provide the Subscription Service to Customer.
(b) Disclose PHI to third parties as directed by Customer, or as required to provide the Service, provided those third parties are bound by HIPAA-compliant obligations.
(c) Use PHI for proper management, administration, or to fulfill legal responsibilities, provided disclosures are required by law or made with assurances of confidentiality.
(d) Use de-identified PHI for analytics, research, and product development.

5. Obligations of Customer (Covered Entity)

Customer agrees to:
(a) Not request VADA to use/disclose PHI in any manner not permitted by HIPAA.
(b) Obtain all necessary patient authorizations/consents prior to submitting PHI to the Subscription Service.
(c) Provide VADA with notice of any restrictions on use/disclosure of PHI that may affect VADA’s obligations.

6. Term and Termination

(a) Term. This BAA remains in effect as long as VADA provides services under the Agreement.
(b) Termination for Cause. If either party learns of a material breach, it may terminate this BAA after giving 30 days’ written notice and an opportunity to cure.
(c) Effect of Termination. Upon termination, VADA will return or destroy PHI, if feasible. If not feasible, VADA will continue to protect PHI as required by this BAA.

7. Miscellaneous

(a) Survival. Sections regarding protection, use, and disclosure of PHI survive termination.
(b) No Third-Party Beneficiaries. This BAA creates no rights for individuals.
(c) Governing Law. This BAA is governed by HIPAA and the laws of the State of [Insert State].

VADA SMS Volume Limits and Pricing Policy

Effective Date: August 1, 2025

On average, practices using VADA send approximately 2,500 text message segments each month to communicate appointment reminders, billing notices, task updates, and other essential practice-to-patient messages. To support this, all VADA subscription plans include 5,000 SMS segments per month by default, providing more than enough coverage for most practices. An “SMS segment” equals a single text message of up to 160 characters. Historically, more than 80% of practices stay within this monthly allowance.

If your practice is larger than average or you anticipate higher messaging volume, you may purchase additional SMS capacity to avoid overage charges. Overages are billed at $0.04 per SMS segment beyond the included 5,000. Alternatively, you may purchase additional blocks of 2,500 SMS segments for $50 per month (pro-rated through the remainder of your subscription term). For example, a practice with 8,000 active patients may choose to purchase two blocks, raising its monthly allowance to 10,000 SMS segments.

Unused segments do not roll over to the next billing period. All included and purchased SMS segments reset monthly.

Any overage charges or added blocks will appear on your next billing cycle. This policy applies as of the later of (i) your Subscription Service start date if you are a new Customer or (ii) the start of your next renewal term if you are an existing Customer.

This SMS Volume Limits and Pricing Policy is subject to change and will be updated in accordance with the VADA Customer Terms of Service and the applicable Order.

VADA Third Party Programs & Integrations Policy

Effective Date: August 1, 2025

This Third Party Programs & Integrations Policy (“Policy”) explains how software, applications, and services provided by independent third parties (“Third Party Programs” or “Third Party Integrations”) may interact with VADA’s Subscription Service. This Policy is incorporated into the [VADA Customer Terms of Service]([Insert URL]).

1. Definitions

We may collect the following categories of information:

Third Party Programs — Software or services provided by independent third parties that Customers may use in conjunction with VADA but outside of direct integration (e.g., analytics tools, messaging apps, or payment processors).
Third Party Integrations — Optional technical connections between VADA’s Subscription Service and external systems (such as scheduling, communication, or business utilities) when and if enabled by the Customer.

2. Separate Terms and Conditions

We use the information we collect to:

Use of any Third Party Program or Integration is governed by the terms, policies, and agreements of the applicable third-party provider (“Third Party Terms”).
Customers are solely responsible for reviewing and complying with such Third Party Terms.
VADA is not responsible for obligations, warranties, or representations made by third-party providers.

3. No Warranty or Liability

VADA makes no representation or warranty about the quality, availability, or security of Third Party Programs or Integrations.
These services are provided by their respective providers “as is.”
VADA shall not be liable for downtime, costs, data loss, or damages resulting from the use of or reliance on any Third Party Program or Integration.

4. Integration and Compatibility

VADA does not pull data directly from practice management systems (PMS). Any integration with third-party tools is initiated and managed by the Customer.
Some Third Party Integrations may be made available by VADA in the future to support customer workflows. VADA does not guarantee continued compatibility or availability of such integrations.
VADA reserves the right to add, modify, or discontinue support for Third Party Integrations at any time.

5. Customer Responsibility

Customers assume all responsibility for enabling, managing, and using Third Party Programs and Integrations.
Customers must ensure that their use of such tools complies with applicable laws, including HIPAA, data privacy, and security requirements.
Customers are responsible for maintaining valid licenses or agreements with third-party providers.
Customers must not use Third Party Programs or Integrations in ways that compromise the security or performance of VADA’s Subscription Service.

6. Policy Updates

VADA may update this Policy periodically. Updates will be posted at [Insert URL], and continued use of Third Party Programs or Integrations in connection with VADA’s Subscription Service after updates constitutes acceptance of the revised Policy.

7. Contact Information

For questions about this Policy, please contact:

Email: [email protected]

VADA Third Party Programs Policy

Effective Date: August 1, 2025

This Third Party Programs Policy (“Policy”) explains how third-party software, applications, and services (“Third Party Programs”) may interact with VADA’s Subscription Service. This Policy is incorporated into the [VADA Customer Terms of Service]([Insert URL]).

1. Scope of Third Party Programs

Third Party Programs are software or services provided by independent third parties that may be used in conjunction with VADA’s Subscription Service.
Examples may include analytics tools, communication platforms, or other business utilities.
Third Party Programs are not developed, controlled, or maintained by VADA.

2. Separate Terms and Conditions

Use of any Third Party Program is subject to the terms, policies, and agreements of the applicable third-party provider (“Third Party Terms”).
Customers are solely responsible for reviewing and complying with all Third Party Terms before using such services.
VADA is not responsible for any obligations, warranties, or representations made by third-party providers.

3. No Warranty or Liability

VADA makes no representation or warranty about the quality, availability, or security of Third Party Programs.
Third Party Programs are provided “as is” by their providers.
VADA is not liable for damages, data loss, downtime, or costs resulting from use of or reliance on any Third Party Program.

4. Integration and Compatibility

Some Third Party Programs may interact with VADA’s Subscription Service if enabled by the Customer.
VADA does not guarantee that any integration or compatibility with Third Party Programs will continue to be available.
VADA may, at its discretion, add or remove support for Third Party Programs without liability.

5. Customer Responsibility

Customers assume full responsibility for enabling or using Third Party Programs in connection with the Subscription Service.
Customers are responsible for ensuring that their use of Third Party Programs complies with applicable laws, including HIPAA, privacy, and data security requirements.
Customers are responsible for maintaining any necessary agreements or licenses with third-party providers.

6. Policy Updates

VADA may update this Policy from time to time. Updates will be posted at [Insert URL], and continued use of Third Party Programs in conjunction with VADA’s Subscription Service after updates constitutes acceptance of the revised Policy.