Terms of Service

These Terms of Service ("Terms") are a binding agreement between Volari AI, Inc. ("Volari," "we," "us") and the practice or organization that engages our services ("Customer," "you"). By engaging Volari or using our website and services (the "Service"), you agree to these Terms. Where you have signed a separate Master Services Agreement ("MSA") or Business Associate Agreement ("BAA") with us, those signed agreements govern and control over these Terms to the extent of any conflict.

1. What the Service is

Volari provides administrative revenue-cycle support: our software and AI agents identify denied and underpaid insurance claims, prepare appeals and corrected claims, and — at your direction — submit and follow them to resolution. The Service is provided on a done-for-you, outcome-based basis as described in your MSA.

2. Not a law firm; no professional advice

Volari is not a law firm, is not a licensed medical-billing or healthcare provider, and does not provide legal, medical, coding, or other professional advice. Appeal drafts, recommendations, assessments, and other outputs are administrative work product provided for your review. No attorney-client or provider-patient relationship is created by your use of the Service. You are solely responsible for reviewing, approving, and submitting any appeal, and for all clinical, coding, and billing judgments.

3. Your authority and responsibility

All appeals and submissions are made under your National Provider Identifier (NPI) and your authority, and only at your direction. You retain sole and final authority over what is submitted to any payer and are solely responsible for the accuracy and lawfulness of all filings and of the underlying claims and documentation. Volari acts as an independent contractor providing administrative support services to you, at your direction; Volari is not your partner, joint venturer, or agent. You are the responsible party of record for all filings. You are responsible for obtaining any patient authorizations or consents required for us and our subprocessors to handle your data.

4. No guarantee of recovery or outcomes

Volari makes no representation, warranty, or guarantee that any claim will be recovered, that any appeal will succeed, or that any specific amount, percentage, or timeline of recovery will be achieved. We commit to good-faith effort and to acting in alignment with your interest — not to any outcome. Any estimate, assessment, or projection (including a denial assessment) is an informational estimate, not a promise of results, and past or estimated results do not guarantee future results.

5. Artificial intelligence

The Service uses AI agents. AI-generated outputs are assistive work product intended to support — not replace — human judgment. Outputs may contain errors and must be reviewed and approved by qualified Customer personnel before use or submission. Volari does not make autonomous medical, coding, legal, or claim-submission decisions; a qualified human at the Customer holds final authority over every consequential output and submission, and you control the level of human review and oversight applied to filings through your account settings. Every appeal or corrected claim Volari prepares asserts only the services, codes, diagnoses, and facts that are supported by the documentation and information you supply for that claim. Volari does not fabricate, inflate, or supply clinical justification, services rendered, or supporting facts that are not in your documentation, and does not upcode or alter the substance of the underlying claim. Each filing is submitted only after the Customer reviews and authorizes it, or at the oversight level the Customer has configured, and the Customer remains the responsible party of record (see Section 3). We do not use your protected health information (PHI) or Customer-identifiable data to train or fine-tune general-purpose or third-party AI models, and we require our AI subprocessors to be bound by the same restriction (see our Privacy Policy and Subprocessors).

6. Fees

Volari's fees are compensation for the administrative revenue-cycle services Volari performs, as set out in your MSA. For commercial claims, the fee is a percentage of the Recovered Amount (as defined in the MSA) attributable to Volari's services; it is compensation for Volari's administrative work on amounts recovered, not a share of your professional or clinical revenue or of any patient's patronage, and Volari neither solicits nor procures patients, referrals, or patronage for you. For government program claims, where percentage-based or contingent compensation is not permitted, the fee is a fixed fee per claim worked, set in advance at fair market value; it is charged for the administrative work Volari performs on each claim, is not contingent on recovery, and is not based on the volume or value of referrals or federal program business generated between the parties. For commercial claims, if we recover nothing, you owe nothing. No fee is owed on amounts a payer later reverses, recoups, or offsets; any fee already taken on such amounts is credited or refunded at reconciliation. The complete fee terms, definitions of recovered amounts, and invoicing and reconciliation procedures are in your MSA.

7. Data and intellectual property

As between the parties, you own your data and the appeal work product generated for you. Volari owns the Service, its software, models, and all Volari intellectual property. You grant Volari a limited, non-exclusive license to process your data solely to provide and support the Service. Volari may create and use de-identified and aggregated data — which does not identify you, your patients, or any individual — to operate and secure the Service. "De-identified and aggregated data" means data de-identified in accordance with both 45 C.F.R. § 164.514(b) and Cal. Civ. Code § 1798.140(m), such that it cannot reasonably be used to infer information about, identify, or be linked to any individual, household, you, or any patient. Volari takes reasonable measures to ensure the data cannot be associated with any individual or household, publicly commits to maintain and use such data only in de-identified form and not to attempt to re-identify it (except solely to validate its de-identification process), and contractually obligates any recipient of the data to comply with these same obligations. Volari will not sell such data, and Volari's rights in de-identified and aggregated data survive termination. Handling of PHI is governed by the BAA.

8. Disclaimer of warranties; standard of care

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT. VOLARI DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY OUTPUT WILL BE ACCURATE OR COMPLETE.

Volari performs administrative revenue-cycle support services as an independent contractor. The standard of care for the Service is commercial reasonableness — the care and skill ordinarily exercised by providers of comparable administrative revenue-cycle services under similar circumstances. The Service is not, and does not give rise to, legal, medical, coding, accounting, or other professional or fiduciary services, and is not subject to any professional, clinical, legal-malpractice, or fiduciary standard of care. Any duty Volari owes arises from these Terms and the MSA and is measured by this standard.

Each party is a sophisticated party that has had the opportunity to review these Terms with counsel. Customer acknowledges and agrees that, in entering into and using the Service, it has not relied, and is not relying, on any representation, warranty, estimate, assessment, projection, or statement of any kind — including any denial assessment, recovery estimate, or statement about likely results — that is not expressly set forth in these Terms or the MSA. This acknowledgment does not limit liability for a party's own fraud or for any liability that California Civil Code Section 1668 does not permit to be limited.

9. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT ONLY WHERE CIVIL CODE SECTION 1668 PROHIBITS THE EXCLUSION FOR A PARTICULAR CLAIM, VOLARI WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST RECOVERIES, OR LOST DATA, ARISING OUT OF OR RELATING TO THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY. THIS EXCLUSION APPLIES INDEPENDENTLY OF, AND SURVIVES, THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY AND ANY EXHAUSTION OR INAPPLICABILITY OF THE LIABILITY CAP BELOW.

EXCEPT AS STATED BELOW, VOLARI'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO VOLARI IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) FIFTY THOUSAND U.S. DOLLARS ($50,000).

Each party's aggregate liability for breach of its confidentiality or data-security obligations will not exceed the greater of (i) three (3) times the fees paid by you to Volari in the twelve (12) months preceding the event, or (ii) two hundred fifty thousand U.S. dollars ($250,000).

The exclusions and limitations in this Section do not apply to: (a) either party's indemnification obligations under Section 10; or (b) your payment obligations. In addition, nothing in these Terms is intended to, or will be construed to, limit or exclude liability for fraud, fraudulent misrepresentation, willful injury to the person or property of another, or a violation of law — but in each case only to the extent that, and only to the precise degree that, such limitation or exclusion is prohibited by California Civil Code Section 1668 as authoritatively construed by the California courts. Every exclusion and limitation in this Section otherwise applies to the fullest extent permitted by law, including to claims styled or pleaded as negligence, gross negligence, statutory, or tort claims, except to the precise extent Section 1668 renders the limitation unenforceable as to the particular claim. If and to the extent a court finds any limitation unenforceable as to a particular claim or category of damages, that limitation will be enforced to the maximum extent permitted as to all other claims and damages, and the unenforceability will not enlarge Volari's liability for any claim to which the limitation lawfully applies.

10. Indemnification

You will indemnify and defend Volari against third-party claims to the extent arising from: (a) the accuracy, completeness, or lawfulness of your data, the underlying claims, clinical documentation, or coding; (b) your clinical, coding, and billing judgments and determinations; (c) your review, approval, authorization, or direction to submit any appeal, corrected claim, or filing; (d) any filing made under your NPI at your direction; or (e) your violation of law or of these Terms. Your indemnity obligation does not extend to, and expressly excludes, any loss to the extent caused by Volari's own negligence, willful misconduct, or breach of these Terms, the MSA, or the BAA; a claim is not attributable to you under this Section merely because you authorized a filing that Volari prepared, where the loss is caused by Volari's error in preparing it. Volari will indemnify and defend you against third-party claims that the Volari platform itself infringes a U.S. intellectual-property right, and against losses to the extent caused by Volari's gross negligence or willful misconduct — excluding, in each case, claims to the extent arising from your data, prompts, instructions, content, or your clinical, coding, or billing determinations.

Indemnification is conditioned on the indemnified party (a) promptly notifying the indemnifying party in writing of the claim, (b) giving the indemnifying party sole control of the defense and settlement (provided no settlement imposing liability or an admission on the indemnified party is made without its consent, not to be unreasonably withheld), and (c) providing reasonable cooperation at the indemnifying party's expense. Volari's intellectual-property indemnity does not cover claims arising from (i) your data, prompts, instructions, content, or approvals; (ii) AI-generated work product that you reviewed, approved, or submitted; (iii) combination of the Service with items not provided by Volari; (iv) your modifications; or (v) use of the Service other than as documented or after Volari notifies you to cease. If the Service is or may be enjoined, Volari may, at its option and expense, procure the right to continue it, modify it to be non-infringing, or terminate the affected Service and refund prepaid, unused fees — which is your sole and exclusive remedy for infringement.

11. No third-party beneficiaries

These Terms are for the benefit of you and Volari only. No patient, payer, or other third party has any right or claim against Volari under these Terms. This Section does not limit your own obligations to your patients under HIPAA or applicable law.

12. Governing law; dispute resolution

These Terms, and any dispute arising out of or relating to them or the Service, are governed by the laws of the State of California, without regard to its conflict-of-laws rules. (Volari's internal corporate affairs remain governed by Delaware law, its state of incorporation.)

Any dispute arising out of or relating to these Terms or the Service will be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules (or, where the AAA applies them to the dispute, its Consumer Arbitration Rules), seated in California. You and Volari each waive any right to a jury trial and to participate in a class, collective, or representative action. Volari will pay the AAA administrative fees and the arbitrator's fees and expenses to the extent they exceed the cost you would bear to file the same claim in court, and in all events to the extent required by the AAA's applicable cost-of-arbitration rules or by law; the arbitrator may not reallocate those fees to you except as a sanction permitted by the AAA rules. Each party bears its own attorneys' fees and costs, except that the arbitrator will award attorneys' fees and costs to the extent a statute, these Terms, or the MSA entitles a prevailing party to recover them, applying the same standards a court would apply. Any claim must be brought within the shortest period permitted by applicable law, and in no event less than any limitations period that applicable law does not permit the parties to shorten or waive.

Public injunctive relief. Notwithstanding the foregoing, the parties do not waive the right to seek public injunctive relief; any such claim will be brought in court and stayed pending arbitration of all other claims. Either party may also seek injunctive relief in court to protect its intellectual property or confidential information.

Severability of this Section. If any portion of this Section is held unenforceable, that portion will be severed and the remainder enforced; if the class, collective, or representative-action waiver is held unenforceable as to a particular claim, that claim will proceed in court while the remaining claims are arbitrated.

13. Term, suspension, and changes

We may suspend or terminate the Service for non-payment, violation of these Terms, or as set out in your MSA. We may update these Terms; material changes will be posted here with a new "last updated" date and, where required, communicated to you. Sections 2, 4–12, and 14, and any accrued payment obligations, survive termination.

14. General

These Terms, together with your MSA and BAA, are the entire agreement between the parties regarding the Service and supersede prior understandings. Order of precedence: in case of conflict, the BAA governs all matters concerning PHI, the MSA governs commercial terms, and these Terms govern all other matters.

Taxes: fees are exclusive of taxes; you are responsible for all sales, use, and similar taxes other than taxes on Volari's net income. Notices: legal notices must be in writing — to Volari at legal@volari.ai, and to you at your account contact — and are deemed received one business day after sending. Suspension: Volari may suspend the Service immediately if your use threatens the security or integrity of the Service or violates law, and will restore it once resolved. Force majeure: neither party is liable for any delay or failure (other than payment obligations) caused by events beyond its reasonable control; if such an event continues beyond thirty (30) days, either party may terminate the affected Service.

If any provision is held unenforceable, the rest remain in effect. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. No waiver is effective unless in writing.